UNITED SERVICES FUNDS
497, 1996-07-29
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              IMPORTANT ADDITIONAL INFORMATION FOR SHAREHOLDERS OF
                              UNITED SERVICES FUNDS
                          CHINA REGION OPPORTUNITY FUND

                           JULY 29, 1996 SUPPLEMENT TO
                        PROSPECTUS DATED NOVEMBER 1, 1995
                        AS SUPPLEMENTED NOVEMBER 3, 1995

SUMMARY OF FEES AND EXPENSES--P. 3, P. 33
The Advisor has guaranteed  that Total Fund Operating  Expenses (as a percentage
of average net assets) will not exceed 2.25% on an annualized basis through June
30, 1997 and until such later date as the Advisor determines.

HOW TO PURCHASE SHARES--P. 19
All  purchases  of shares  are  subject to  acceptance  by the Trust and are not
binding until  accepted.  United Services Funds reserves the right to reject any
application or  investment.  Orders  received by the Fund's  transfer agent or a
sub-agent  before 4:00 p.m.,  Eastern time,  Monday through Friday  exclusive of
business  holidays,  and  accepted by the Fund will receive the share price next
computed after receipt of the order.

HOW TO REDEEM SHARES--P. 21
You may redeem any or all of your shares at will.  Redemption  requests received
in proper order by the Fund's  transfer  agent or a sub-agent  before 4:00 p.m.,
Eastern time,  Monday through Friday exclusive of business holidays will receive
the share price next computed after receipt of the request.

HOW TO SPEED REDEMPTIONS--P. 21
To redeem  your Fund  shares by  telephone,  you may call the Fund and direct an
exchange  out of the Fund into an  identically  registered  account  in a United
Services treasury money market fund ($1,000 minimum initial investment). You may
then write a check against your treasury money market fund account.  See "How to
Exchange Shares" in the prospectus for a description of exchanges, including the
$5 exchange fee. Call 1-800-426-6635 for more information  concerning  telephone
redemption and a treasury money market fund prospectus.

MANAGEMENT OF THE FUNDS, THE INVESTMENT ADVISOR--P. 33
The Transfer Agency  Agreement with the Trust provides for each Fund to pay USSI
an annual fee of $23.00 per account (1/12 of $23.00 monthly). In connection with
obtaining/providing  administrative  services to the beneficial  owners of Trust
shares through  broker-dealers,  banks, trust companies and similar institutions
which  provide such  services and maintain an omnibus  account with the Transfer
Agent,  each  Fund  shall  pay to the  Transfer  Agent a  monthly  fee  equal to
one-twelfth  (1/12) of 12.5 basis points  (.00125) of the value of the shares of
the Funds held in accounts at the  institutions,  which payment shall not exceed
$1.92  multiplied by the average daily number of accounts holding Trust share at
the institution.

INVESTMENT OBJECTIVES AND CONSIDERATIONS--P. 1
Each investor is responsible for determining whether or not an investment in the
Fund is appropriate for his or her needs.
 ................................................................................
                            UNITED SERVICES FUNDS

                        CHINA REGION OPPORTUNITY FUND

                               P.O. BOX 781234
                        SAN ANTONIO, TEXAS 78278-1234
                       1-800-US-FUNDS (1-800-873-8637)
               (INFORMATION, SHAREHOLDER SERVICES AND REQUESTS)

                                  PROSPECTUS

                               NOVEMBER 1, 1995

     This prospectus  presents  information  that a prospective  investor should
know about the China  Region  Opportunity  Fund (the  "Fund"),  a fund of United
Services Funds (the "Trust").  The Fund is one of several diversified portfolios
of the Trust, an open-end management investment company.

     The objective of the Fund is to achieve  capital  appreciation by investing
primarily  in the  China  Region.  THE FUND  INVOLVES  SPECULATIVE  INVESTMENTS,
SPECIAL RISKS, AND MAY NOT BE APPROPRIATE FOR ALL INVESTORS.  (See "Risk Factors
and Special  Considerations"  at page 12.) Read and retain this  prospectus  for
future reference.

     A Statement of Additional Information dated November 1, 1995 has been filed
with the  Securities  and  Exchange  Commission  and is  incorporated  herein by
reference.  The  Statement is  available  free from United  Services  Funds upon
written  request at the  address  set forth  above or by calling  1-800-US-FUNDS
(1-800-873-8637).

         THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DIS-
           APPROVED  BY  THE  SECURITIES  AND  EXCHANGE  COM-
             MISSION OR ANY STATE SECURITIES COMMISSION NOR
              HAS THE SECURITIES  AND  EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED
                 UPON THE ACCURACY OR ADEQUACY OF THIS
                   PROSPECTUS. ANY REPRESENTATION TO
                       THE CONTRARY IS A CRIMINAL
                                OFFENSE.
<PAGE>
                           TABLE OF CONTENTS

                                        PAGE
                                        ----
Summary of Fees and Expenses.........     2
Financial Highlights.................     4
Investment Objectives and
  Considerations.....................     5
Risk Factors and Special
  Considerations.....................    12
Additional Investment Practices......    14
Futures Contracts and Options........    15
How to Purchase Shares...............    17
How to Exchange Shares...............    20
How to Redeem Shares.................    21
How Shares are Valued................    26
Dividends and Taxes..................    27
The Trust............................    30
Management of the Fund...............    31
Performance Information..............    34

                         SUMMARY OF FEES AND EXPENSES

     The  following  summary  is  provided  to assist you in  understanding  the
various  costs and  expenses a  shareholder  in the Fund could bear  directly or
indirectly.

SHAREHOLDER TRANSACTION EXPENSES
     Maximum Sales Load..............   None
     Redemption Fee (on the
        redemption or exchange of
        shares held less than 180
        days)..                            1%
     Administrative Exchange Fee.....     $5
     Account Closing Fee (does not
        apply to exchanges)..........    $10
ANNUAL FUND OPERATING EXPENSES (AS A
  PERCENTAGE OF AVERAGE NET
  ASSETS)(1)
     Management Fees (net of waivers
        and reimbursements)..........   0.74%(2)
     12b-1 Fees......................   None
     Other Expenses..................   0.88%(2)
     Transfer Agency Fees............   0.48%
     Accounting Services Fees........   0.15%
     Total Fund Operating Expenses
        (net of waivers and
        reimbursements)..............   2.25%(2)

     Except  for  active  ABC  Investment  PlanT,  Uniform  Gift to  Minors  Act
("UGMA"), Uniform Transfer to Minors Act ("UTMA") and retirement accounts, if an
account  balance  falls,  for any reason other than market  fluctuations,  below
$1,000 at any time  during a month,  that  account  will be subject to a monthly
small account charge of $5. See "Small Accounts" on page 24.

                                      2
<PAGE>
     A shareholder who requests delivery of redemption proceeds by wire transfer
will be subject to a $10 charge. International wires will be charged more.

HYPOTHETICAL EXAMPLE OF EFFECT OF FUND EXPENSES:

You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual return and redemption at the end of each period.

1 year...............................  $      33
3 years..............................  $      86

Included in these estimates is the account closing fee of $10 for each period.
This fee is a flat charge which does not vary with the size of your
investment. Accordingly, for investments larger than $1,000, your total
expenses will be substantially lower in percentage terms than this
illustration implies. The examples should not be considered a representation
of past or future expenses. Actual expenses may be more or less than those
shown.
- ------------------------------------------------------------------------------

(1) Management Fees are paid to United Services  Advisors,  Inc. (the "Advisor")
for  managing  its  investments  and  business  affairs.  The Fund incurs  other
expenses for maintaining shareholder records,  furnishing shareholder statements
and reports and for other services. Transfer agency and accounting services fees
are paid to United Shareholder Services,  Inc. ("USSI" or the "Transfer Agent"),
a  subsidiary  of the  Advisor,  and  are not  charged  directly  to  individual
shareholder accounts. The Transfer Agent charges the Fund $23.00 per shareholder
account per year. The account  closing fee and small account charge will be paid
by the  shareholder  directly to the Transfer Agent which will, in turn,  reduce
its charges to the Fund by a like amount.  Please refer to the section  entitled
"Management of the Fund" on page 31 for further information. Please refer to the
section entitled "Performance Information" on page 34 which discusses the impact
of these charges on standard total return and yield.

(2) The  Advisor  has  guaranteed  that  Total  Fund  Operating  Expenses  (as a
percentage of average net assets) will not exceed 2.25% on an  annualized  basis
through June 30, 1996 and until such later date as the Advisor determines. Based
on actual  operating  expenses  of the Fund for the year ended June 30, 1995 and
subject  to  expense  limitations  imposed  by  the  state  of  California,  the
annualized Management, Transfer Agency, Accounting Fees and Other Expenses would
have been 1.00%, 0.48%, 0.15%, and 0.88%,  respectively for Total Fund Operating
Expenses of 2.51%, in light of the state of California expense limitation.
                                      3
<PAGE>
                             FINANCIAL HIGHLIGHTS
                        CHINA REGION OPPORTUNITY FUND

     The following per share data and ratios for a share of beneficial  interest
outstanding  throughout the period February 10, 1994, effective date of original
registration  statement,  to June 30,  1994 and the year ended June 30, 1995 has
been audited by Price Waterhouse LLP, the Fund's Independent Accountants,  whose
report therein is included in the Fund's 1995 Annual Report to Shareholders  and
are  incorporated  by reference  into the  Statement of  Additional  Information
("SAI").  The  Financial  Highlights  should  be read in  conjunction  with  the
financial  statements and notes thereto  included in the Annual Report.  The SAI
and the Annual Report may be obtained without charge.

                                        YEAR ENDED       PERIOD ENDED
                                         JUNE 30,          JUNE 30,
                                           1995            1994(A)
                                        ----------       ------------
Per Share Operating Performance:
     Net asset value, beginning of
        period.......................    $   7.75           $ 9.92
                                        ----------       ------------
     Net investment income(b)........         .10             0.04
     Net realized and unrealized gain
        (loss) on investments(c).....       (1.09)           (2.17)
                                        ----------       ------------
           Total from investment
             operations..............        (.99)           (2.13)
                                        ----------       ------------
     Less dividends and
        distributions:
        Dividends from net investment
           income....................        (.09)            0.04
        Distributions from net
           realized gain.............          --               --
                                        ----------       ------------
           Total dividends and
             distributions...........        (.09)             .04
                                        ----------       ------------
     Net asset value, end of
        period.......................    $   6.67           $ 7.75
                                        ==========       ============
Total Investment Return(d):..........      (12.79)%(e)      (21.48)%*
Ratios/Supplemental Data:
     Net assets, end of period (in
        thousands)...................    $ 19,022           $7,655
     Ratio of expenses to average net
        assets.......................        1.95%(f)         1.88 %(e)
     Ratio of net income to average
        net assets...................        1.53%(f)         1.33 %(e)
     Portfolio turnover rate.........       53.64%           11.73 %(e)

* Total Investment Return is not annualized.

                                                 (FOOTNOTES ON FOLLOWING PAGE)

                                      4
<PAGE>
- ------------

(a) For  the  period  from  February  10,  1994,   effective  date  of  original
    registration statement, to June 30, 1994.

(b) Net of expense reimbursements.

(c) Includes the effect of capital share transactions throughout the year.

(d) Total return does not reflect the effect of account fees.

(e) Annualized; the ratios are not necessarily indicated of twelve months of
    operations.

(f) Expense ratio is net of expense reimbursement or fee waivers by the Advisor.
    Had such reimbursements not been made, the expense ratio subject to the most
    restrictive  state  limitation  would have been 2.51% and the net investment
    income ratio would have been 0.93%.

                   INVESTMENT OBJECTIVES AND CONSIDERATIONS

     The investment  objective of the Fund is to achieve capital appreciation by
investing  primarily in business  associations in the People's Republic of China
(the "PRC" or  "China"),  Hong Kong,  Taiwan,  Korea,  Singapore,  Thailand  and
Malaysia (collectively,  the "China Region").  Investment in the Fund involves a
high degree of risk,  and there can be no  assurance  that the Fund will achieve
its  objective.  The Fund's  objective  is not a  fundamental  policy and may be
changed  by  the  Board  of  Trustees  without  shareholder  approval.  However,
shareholders  will be notified in writing at least 30 days prior to any material
change  in the  Fund's  objective.  The Fund is not  intended  to be a  complete
investment program, and a prospective investor should take into account personal
objectives and other investments when considering the purchase of Fund shares.

INVESTMENTS

     The  Fund   will   invest   in   equity   securities   (listed   or  traded
over-the-counter) of China Region companies through the Shenzhen Stock Exchange,
the Shanghai Stock Exchange and the Hong Kong Stock  Exchange,  as well as other
authorized stock exchanges in China. The Fund will also invest in the securities
of  companies  that have  business  associations  in China  which are  listed on
authorized stock exchanges in the China Region.

     At least 65% of the Fund's  assets will be  invested  in equity  securities
issued by China Region  companies  that (1) are organized  under the laws of the
countries  within the China Region,  or (2) have at least 50% of their assets in
one or more  China  Region  countries  or  derive  at least  50% of their  gross
revenues  or profits  from  providing  goods or  services to or from one or more
China Region countries.

                                      5
<PAGE>
     There are currently two officially recognized securities exchanges in China
- -- the Shanghai  Stock  Exchange  which opened in December 1990 and the Shenzhen
Stock Exchange which opened in July 1991.  Shares traded on these  Exchanges are
of two types -- "A" shares which can be traded only by Chinese investors and "B"
shares which can be traded only by individuals and corporations not residents of
China.  The  settlement  period for "B" share trades is the same in Shenzhen and
Shanghai.  Settlements  are  effected  on  the  third  business  day  after  the
transaction.  As of June 1995, seventeen companies were authorized to issue what
are called "H" shares which trade in Hong Kong and may be purchased by anyone.

     The Fund will invest in both new and existing  enterprises  registered  and
operating in China. These will include wholly Chinese-owned enterprises,  wholly
foreign-owned  enterprises  and  Sino-foreign  joint  ventures.  It is  not  the
intention of the Fund to limit its  investments to Shenzhen and Shanghai  alone.
In addition to other provinces and municipalities, investment opportunities will
also be sought in China's five Special Economic Zones (SEZs) and in the Economic
and Technical  Development  Zones (ETDZs) of the fourteen coastal cities.  While
portfolio companies may be geographically  dispersed, it is anticipated that the
trading  activities  of the  Fund  in PRC  securities  will  be  focused  in the
authorized China securities markets and, in particular,  the Hong Kong, Shenzhen
and Shanghai Stock Exchanges.

     The Fund will invest  primarily in securities which are listed or otherwise
traded by authorized  brokers and other entities and will focus its  investments
on equities and quasi-equity  securities.  Quasi-equity  securities may include,
for  example:  warrants or similar  rights,  other  financial  instruments  with
substantial  equity  characteristics,  such as debt securities  convertible into
equity securities.

     Although  the Fund  expects to invest  primarily  in listed  securities  of
established companies, it may, subject to local investment  limitations,  invest
in unlisted  securities  of China  companies  and  companies  that have business
associations in China,  including  investments in new and early stage companies.
This may include direct equity investments.  Such investments may involve a high
degree of business  and  financial  risk.  Because of the absence of any trading
markets for these investments, the Fund may find itself unable to liquidate such
securities  in a  timely  fashion,  especially  in the  event of  negative  news
regarding  the  specific  securities  or the  China  markets  in  general.  Such
securities  could decline  significantly in value prior to the Fund's being able
to  liquidate  such  securities.  In addition to financial  and business  risks,
issues  whose  securities  are  not  listed  will  not be  subject  to the  same
disclosure requirements applicable to issuers whose securities are listed.

                                      6
<PAGE>
     The Fund  will not  invest  more  than 15% of its net  assets  in  illiquid
securities.  Securities  may be illiquid  because they are unlisted,  subject to
contractual or legal  restrictions  on resale or due to other factors which,  in
the  Advisor's  opinion,  raise a  question  concerning  the  Fund's  ability to
liquidate the  securities in a timely and orderly  fashion  without  substantial
loss.

ADRS AND GDRS

     The Fund may also invest in sponsored or  unsponsored  American  Depository
Receipts ("ADRs") or Global Depository Receipts ("GDRs")  representing shares of
companies located in the China Region.  ADRs are depository  receipts  typically
issued by a U.S. bank or trust company  which  evidence  ownership of underlying
securities issued by a foreign corporation. GDRs are typically issued by foreign
banks or trust  companies,  although  they also may be  issued by U.S.  banks or
trust  companies,  and evidence  ownership of  underlying  securities  issued by
either a foreign or a United States corporation.  Generally, depository receipts
in  registered  form are designed  for use in the U.S.  securities  market,  and
depository  receipts in bearer form are designed for use in  securities  markets
outside  the  United  States.   Depository   receipts  may  not  necessarily  be
denominated  in the same currency as the underlying  securities  into which they
may  be  converted.  In  addition,  the  issuers  of the  securities  underlying
unsponsored   depository   receipts  are  not  obligated  to  disclose  material
information in the United States; and, therefore,  there may be less information
available regarding such issuers and there may not be a correlation between such
information and the market value of the depository receipts. For purposes of the
Fund's investment  policies,  the Fund's investments in depository receipts will
be deemed to be investments in the underlying securities.

TEMPORARY DEFENSIVE INVESTMENT

     For temporary  defensive  purposes  during periods which,  in the Advisor's
opinion,  present the Fund with adverse  changes in the  economic,  political or
securities markets of the China Region, the Fund may seek to protect the capital
value of the Fund's assets by temporarily investing up to 100% of its assets in:

(1)  money  market   instruments,   deposits  or  such  other  investment  grade
     short-term  investments  in  the  local  China  Region  currencies  as  are
     considered appropriate at the time;

(2)  U.S. Government bills, short-term indebtedness, money market instruments,
     or other investment grade cash equivalents, each denominated in U.S.
     dollars or any other freely convertible currency; or

(3)  repurchase agreements as described herein.

                                      7
<PAGE>
REPURCHASE AGREEMENTS

     The Fund may invest a portion of its assets in repurchase  agreements  with
United States broker-dealers,  banks and other financial institutions,  provided
the Fund's custodian  always has possession of securities  serving as collateral
or has evidence of book entry receipt of such securities.

     In a repurchase  agreement,  the Fund purchases  securities  subject to the
seller's  agreement to repurchase  such securities at a specified time (normally
one day) and price.  The repurchase  price reflects an agreed upon interest rate
during the time of investment.  All repurchase agreements must be collateralized
by United States Government or government agency  securities,  the market values
of  which  equal  or  exceed  102% of the  principal  amount  of the  repurchase
obligation.  If an institution  enters an insolvency  proceeding,  the resulting
delay in  liquidation of securities  serving as collateral  could cause the Fund
some loss if the  value of the  securities  declined  prior to  liquidation.  To
minimize the risk of loss, the Fund will enter into  repurchase  agreements only
with   institutions   and  dealers   which  the  Board  of  Trustees   considers
creditworthy.

CLOSED-END INVESTMENT COMPANIES

     The  Fund  may also  invest  in the  securities  of  closed-end  investment
companies with investment  policies  similar to those of the Fund,  provided its
investments  in these  securities  do not exceed 3% of the total voting stock of
any such closed-end investment company and do not, in the aggregate,  exceed 10%
of the Fund's total  assets.  The Fund will  indirectly  bear its  proportionate
share of any management fees paid by investment companies in which it invests in
addition to the advisory fee paid by the Fund.

PORTFOLIO TURNOVER

     It is the policy of the Fund to seek  capital  appreciation.  The Fund will
effect  portfolio  transactions  without regard to its holding period if, in the
judgment of the advisor,  such  transactions  are advisable.  For the year ended
June 30, 1995, the Fund's portfolio turnover ratio was 53.64%.

                              SECURITIES MARKETS

CHINA

     The People's Bank of China is officially responsible for managing the stock
markets,  regulating  all trading and settlement and approving all issues of new
securities.  The Shanghai and Shenzhen Stock Exchanges are highly automated with
trading and settlement executed electronically.

     Considerable  autonomy  has  been  given  to  local  offices  of the  State
Commission of Economic System Reform in developing  securities markets. They are
charged with identifying suitable companies for listing based on

                                      8
<PAGE>
whether the companies have: (1) products which are competitive in world markets,
providing  the  ability  to  export  and  earn  foreign  currency;   (2)  strong
management;  (3) a successful  history over at least five years, with profits in
the last  three  years;  and (4) a clearly  defined  project  requiring  foreign
financing to introduce new equipment or technology.

     In early 1993 the  Securities  Regulatory  Commission was created which has
many of the attributes of our United States Securities and Exchange  Commission.
Another  control on the  quality of "B" share  issues is the  requirement  of an
audit in accordance with international accounting guidelines.

     China passed its first Joint Venture Law in 1979,  signaling the opening of
the Chinese economy to the outside world.  With the  implementation of the "Open
Door"  policy in the 1980s,  China  established  a number of special  investment
zones  which offer a variety of  investment  incentives  to foreign  businesses,
including  preferential tax treatment.  These special  investment areas include:
five SEZs (i.e., Shenzhen,  Shantou and Zhuhai in Guangdong Province,  Xiamen in
Fujian  Province and the entire Hainan  Province);  fourteen  coastal  cities as
"open zones;" twenty-seven High and New Technology Industrial Development Zones;
and the  Pudong New Area in  Shanghai.  Establishment  of these  zones and other
economic reform policies have resulted in a steady inflow of foreign investment,
which boosted China's economic growth rate to an average of 10% per annum during
the 1980s.

     In 1991, China approved more than 12,000 foreign invested  enterprises with
total contractual  value of $12 billion,  the highest number since the Open Door
Policy started and  representing  an increase of 46% over 1990. In 1992 approved
foreign investments in China increased dramatically to $58 billion, up 483% from
1991. In 1993 approved foreign investments in China reached $100 billion.  While
Hong Kong continues to be the leading source of foreign investment,  investments
from  Taiwan,   South  Korea,   the  United  States  and  Japan  have  increased
significantly. With recent renewed momentum for further economic reform, foreign
invested  enterprises  are expected to play an  increasingly  important  role in
China's economy.

     Investing in China involves risks and special  considerations  as discussed
in  the  prospectus  in  the  section   entitled,   "Risk  Factors  and  Special
Considerations."

HONG KONG

     Sovereignty  over Hong Kong will be  transferred  from Great Britain to the
PRC  on  July  1,  1997,   at  which  time  Hong  Kong  will  become  a  Special
Administrative Region ("SAR") of the PRC. Under the agreement providing for such
transfer (known as the "Joint  Declaration")  and the PRC law  implementing  its
commitments thereunder (the "Basic Law"), the current

                                      9
<PAGE>
social and economic systems in Hong Kong are to remain unchanged for at least 50
years, and Hong Kong is to enjoy a high degree of autonomy except in foreign and
defense affairs. The SAR will be vested with executive, legislative and judicial
power.  Laws currently in force, as they may be amended by the SAR  Legislature,
are to remain in force except to the extent they  contravene  the Basic Law. The
PRC may not levy  taxes on the SAR,  the Hong Kong  dollar  is to  remain  fully
convertible,  and Hong  Kong is to  remain a free  port.  Under the terms of the
Basic Law, Hong Kong's current social  freedoms,  including  freedoms of speech,
press,  assembly,  travel, and religion, are not to be affected. It is not clear
how future  developments in Hong Kong and China may affect the implementation of
the Basic Law after the transfer of sovereignty in 1997.

     It is to be expected  that the Hong Kong stock market will remain  volatile
in  response to  prevailing  perceptions  of  political  developments  in China.
Foreign  enterprises are treated virtually the same as domestic  enterprises and
there  are  no  restrictions  on  exchange  of  foreign  currencies  or  on  the
repatriation of profits.  Import and export  licenses are easy to obtain.  There
are no exchange controls, investment restrictions or dividend withholding taxes.
However,  currently  there are no laws in Hong Kong which  specifically  protect
foreign investors against expropriation.

     Hong Kong's economic and political  integration  with China will officially
occur in fewer than four years when sovereignty over Hong Kong is transferred to
China on July 1, 1997.  Hong  Kong's  role as the  gateway to China for trade is
growing.  Hong Kong is China's largest market,  as well as its largest supplier.
The  Colony is widely  acknowledged  to  account  for a  significant  portion of
foreign  investment in China,  although it is difficult to determine the portion
of Hong Kong's  investments  attributable  to Hong  Kong-based  subsidiaries  of
foreign multi-national companies.

TAIWAN

     The Taiwan Stock  Exchange (the "TSE"),  the sole stock exchange in Taiwan,
is owned by  government-controlled  enterprises  and private banks. In 1968, the
Securities  and  Exchange  Law was  passed  and,  since  that  time,  the Taiwan
securities  market has been  regulated  by the Taiwan  Securities  and  Exchange
Commission (the "TSEC") which, in turn, is supervised by the Ministry of Finance
(the  "MOF").  The  Central  Bank of China (the "CBC") is also  responsible  for
supervising certain aspects of the Taiwan securities market.

     While,  historically,  foreign individual investors have not been permitted
to invest  directly in securities  listed on the TSE, since 1990 certain foreign
institutional  investors  have been  permitted  access to the Taiwan  securities
market. Currently, foreign institutional investors which meet certain guidelines
promulgated by the TSEC and which are also approved

                                      10
<PAGE>
by the TSEC,  the MOF and the CBC,  will be  permitted  to invest in TSE  listed
securities.  However,  qualifying foreign  institutional  investors (such as the
Fund) may not own more than 5% of the shares of a company listed on the TSE, and
the total  foreign  ownership  of any  listed  company  may not exceed  10%.  In
addition,  the  Taiwanese  government  prohibits  foreign  investment in certain
industries including  transportation and energy companies.  Furthermore,  Taiwan
imposes  an  overall  country  limit on  investment  and  requires  a  long-term
commitment.  The  Fund's  Management  believes  that over time  restrictions  on
investments in Taiwan may ease to permit greater and more flexible investment in
Taiwanese securities.

     The  political  reunification  of China and Taiwan is a highly  problematic
issue that may not be settled in the near future.  Taiwan's economic interaction
with China can take place only through  indirect  channels  (generally  via Hong
Kong) due to the  official  prohibitions  on direct  trade  between  the PRC and
Taiwan. Nevertheless,  in fewer than four years, Taiwan has become a significant
investor in China and China has become one of the largest  markets for Taiwanese
goods.

EXCHANGE CONTROL

     PRC currency, the Renminbi ("RNB"), is not freely convertible. The exchange
rate of RNB against  foreign  currencies is regulated and published daily by the
State  Administration of Exchange Control  ("SAEC").  In 1986, to help solve the
foreign  exchange  problems  of foreign  investors,  China  established  Foreign
Exchange Adjustment Centers,  commonly referred to as "swap centers," in various
cities.  These swap centers  provide an official  forum where  foreign  invested
enterprises  may,  under the  supervision  and  control  of SAEC and its  branch
offices,  engage in mutual  adjustment of their foreign  exchange  surpluses and
shortfalls. More recently,  regulations have been relaxed to allow Chinese state
enterprises   and   individuals  to   participate   in  foreign   exchange  swap
transactions.  Trading  of RNB and  foreign  currencies  at the swap  centers is
conducted at a rate  determined by supply and demand rather than at the official
exchange rate. Such market exchange rates can be highly volatile and are subject
to sharp fluctuations depending on market conditions.

     The Fund may use  official or market rates of exchange in  connection  with
portfolio  transactions  and net  asset  value  determinations  consistent  with
prevailing practices in the relevant markets or locations,  except that the Fund
will not use any  exchange  rate if the effect of such use would be to  restrict
repatriation of assets.

     No exchange control approval is required for the Fund to acquire "B" shares
listed on stock exchanges. Dividends and/or proceeds from the sale of securities
purchased by the Fund in listed China companies may be

                                      11
<PAGE>
remitted outside China,  subject to payment of any relevant taxes and completion
of the requisite formalities.

     Shanghai securities are now being quoted in U.S. dollars and Shenzhen
securities are now being quoted in Hong Kong dollars.

                   RISK FACTORS AND SPECIAL CONSIDERATIONS

     Investing  in China,  Hong Kong,  Taiwan and other China  Region  countries
involves certain risks and special  considerations not typically associated with
investing in other more established  economies or securities markets.  INVESTORS
SHOULD  CAREFULLY  CONSIDER  THEIR ABILITY TO ASSUME THE FOLLOWING  RISKS BEFORE
MAKING AN  INVESTMENT IN THE FUND. AN INVESTMENT IN SHARES OF THE FUND SHOULD BE
CONSIDERED SPECULATIVE AND THUS MAY NOT BE APPROPRIATE FOR ALL INVESTORS.  SINCE
AN  INVESTMENT  IN THE FUND  INVOLVES THE RISK OF TOTAL LOSS,  AN  INVESTMENT IN
SHARES OF THE FUND SHOULD NOT BE CONSIDERED A COMPLETE INVESTMENT PROGRAM.  Such
risks include:

 (1)  the risk that China remains a totalitarian  society and changes  regarding
      foreign  investment in China may be imposed without notice. In this event,
      the Fund's assets would be exposed to nationalization,  expropriation,  or
      confiscatory taxation;

 (2)  the fact that China Region securities markets are substantially smaller,
      less liquid and more volatile than the securities markets of more
      developed nations. Foreigners can only invest in "B" shares, and there
      are currently a very limited number of China companies that issue "B"
      shares. The relatively small market capitalization and trading volume of
      China Region securities may cause the Fund's investments to be
      comparatively less liquid and subject to greater price volatility than
      investments in the securities markets of developed nations. In
      particular, China's markets are in their infancy and have yet to be
      exposed to a major correction. In the event of such an occurrence, the
      absence of various market mechanisms which are inherent in the markets
      of more developed nations may lead to turmoil in the market place, as
      well as the inability of the Fund to liquidate its investments;

 (3)  greater social, economic and political uncertainty (including the risk
      of war);

 (4)  dependency on exports and corresponding importance of international
      trade;

 (5)  greater price volatility,  substantially  less liquidity and significantly
      smaller  market  capitalization  of securities  markets,  particularly  in
      China;

                                      12
<PAGE>
 (6)  currency exchange rate fluctuations and the lack of available currency
      hedging instruments;

 (7)  higher rates of inflation;

 (8)  controls on foreign investment and limitations on repatriation of invested
      capital and on the Fund's ability to exchange local  currencies for United
      States dollars;

 (9)  greater governmental involvement in and control over the economy;

(10)  the risk that the China  government  may decide not to continue to support
      the economic  reform programs  implemented  since 1978 and could return to
      the completely centrally planned economy that existed prior to 1978;

(11)  the fact that China companies may be smaller, less seasoned and newly
      organized;

(12)  the difference in, or lack of, auditing and financial  reporting standards
      which may result in unavailability of material  information about issuers,
      particularly in China;

(13)  the  fact  that the  securities  of many  companies  may  trade at  prices
      substantially  above book  value,  at high  price/earnings  ratios,  or at
      prices which do not reflect traditional measures of value;

(14)  the fact that statistical information regarding the economy of China may
      be inaccurate or not comparable to statistical information regarding the
      U.S. or other economies;

(15)  less extensive regulation of the securities markets;

(16)  certain  considerations   regarding  the  maintenance  of  Fund  portfolio
      securities   and  cash   with   foreign   subcustodians   and   securities
      depositories;

(17)  the risk that it may be more difficult, or impossible, to obtain and/or
      enforce a judgment than in other countries;

(18)  the fact that  following  the  establishment  of the People's  Republic of
      China by the Communist  Party in 1949,  the Chinese  government  renounced
      various  debt  obligations  incurred by China's  predecessor  governments,
      which  obligations  remain in default,  and  expropriated  assets  without
      compensation. There can be no assurance that the China government will not
      take similar action in the future;

(19)  the fact that stock  corporations  are a relatively  new concept in China.
      China does not have a well developed, consolidated body of securities laws
      or laws governing  corporations or joint stock  companies.  Laws regarding
      fiduciary duties of officers and directors and the protection of investors
      are in the early stages of development  and existing laws do not cover all
      contingencies;

                                      13
<PAGE>
(20)  the risk that the Fund may be subject to income or withholding taxes
      imposed by China, Hong Kong, Taiwan, or other foreign governments. The
      Fund intends to elect, when eligible, to "pass through" to the Fund's
      shareholders the amount of foreign income tax and similar taxes paid by
      the Fund. The foreign taxes passed through to a shareholder would be
      included in the shareholder's income and may be claimed as a deduction
      or credit. Other taxes, such as transfer taxes, may be imposed on the
      Fund, but would not give rise to a credit or be eligible to be passed
      through to the shareholders; or

(21)  the fact that the Fund also is  permitted  to engage in  foreign  currency
      hedging  transactions  and to enter  into  stock  options  on stock  index
      futures  transactions,  each of which may involve special risks,  although
      these  strategies  cannot  at the  present  time be used to a  significant
      extent  by the Fund in the  markets  in which  the Fund  will  principally
      invest.

                       ADDITIONAL INVESTMENT PRACTICES

BORROWING

     As a  fundamental  policy  which  cannot  be  changed  without  a  vote  by
shareholders,  the Fund may borrow  from a bank up to a limit of 5% of its total
assets for temporary or emergency purposes;  and, it may borrow up to 33 1/3% of
its total  assets  (reduced by the amount of all  liabilities  and  indebtedness
other  than such  borrowings)  when  deemed  desirable  or  appropriate  to meet
redemption  requests.  Such  borrowing is intended only as a temporary  solution
until securities can be sold in an orderly fashion.  To the extent that the Fund
borrows money prior to selling  securities,  the Fund may be leveraged.  At such
times,  the Fund may  appreciate  or  depreciate  in value more  rapidly than an
unleveraged portfolio. The Fund will repay any money borrowed in excess of 5% of
the  value  of  its  total  assets  prior  to  purchasing  additional  portfolio
securities.

LENDING OF PORTFOLIO SECURITIES

     The Fund may lend securities to broker-dealers  or institutional  investors
for their use in connection  with short sales,  arbitrages and other  securities
transactions.  This is a  fundamental  policy which cannot be changed  without a
vote by  shareholders.  The Fund will not lend portfolio  securities  unless the
loan is secured by collateral  (consisting of any  combination  of cash,  United
States Government  securities or irrevocable  letters of credit) in an amount at
least equal (on a daily mark-to-market basis) to the current market value of the
securities  loaned.  In the event of a bankruptcy  or breach of agreement by the
borrower  of the  securities,  the Fund  could  experience  delays  and costs in
recovering  the  securities  loaned.  The Fund  will not enter  into  securities
lending agreements unless its custodian

                                      14
<PAGE>
bank/lending  agent will fully  indemnify  the Fund against loss due to borrower
default. The Fund may not lend securities with an aggregate market value of more
than one-third of the Fund's total net assets.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

     The Fund may  purchase  securities  on a  when-issued  or delayed  delivery
basis.  Securities  purchased on a  when-issued  or delayed  delivery  basis are
purchased for delivery  beyond the normal  settlement date at a stated price and
yield.  No income  accrues to the  purchaser of a security on a  when-issued  or
delayed  delivery  basis prior to delivery.  Such  securities are recorded as an
asset and are  subject  to changes in value  based upon  changes in the  general
level of  interest  rates.  Purchasing  a security on a  when-issued  or delayed
delivery  basis can involve a risk that the market price at the time of delivery
may be lower than the agreed upon purchase  price,  in which case there could be
an unrealized loss at the time of delivery.  The Fund will only make commitments
to purchase  securities  on a  when-issued  or delayed  delivery  basis with the
intention of actually  acquiring  the  securities,  but may sell them before the
settlement date if it is deemed advisable. The Fund will restrict cash or liquid
securities  in an amount at least  equal in value to the Fund's  commitments  to
purchase  securities on a when-issued or delayed delivery basis. If the value of
these  assets  declines,  the Fund will place  additional  liquid  assets in the
account on a daily basis so that the value of the assets in the account is equal
to the amount of such commitments.

PORTFOLIO CONCENTRATION

     As a  fundamental  policy  which  cannot  be  changed  without  a  vote  of
shareholders,  the Fund will not  invest  more  than 25% of its total  assets in
securities  issued by any single industry or government  (other than obligations
issued or guaranteed  by the United States  Government or any of its agencies or
instrumentalities).

PORTFOLIO DIVERSIFICATION

     The Fund will not purchase  the  securities  of any one issuer  (other than
obligations  issued or guaranteed by the United States  Government or any of its
agencies or  instrumentalities)  if, with respect to 75% of its total assets and
as a result of such  purchase  (a) more than 5% of the total  assets of the Fund
(taken at current value) would be invested in the securities of such issuer,  or
(b) the Fund would hold more than 10% of the  outstanding  voting  securities of
such issuer.

                        FUTURES CONTRACTS AND OPTIONS

     For hedging purposes only, the Fund may sell financial  futures  contracts,
sell call options and purchase put options. Currently there is not a

                                      15
<PAGE>
well  developed  market for futures  contracts and options on equity  securities
traded in the China Region and the Advisor does not expect to make extensive use
of such futures  contracts and options until a liquid market develops.  However,
there are well  developed  markets for futures  contracts and options on foreign
currencies  which the Advisor  expects to use.  The Advisor is not  obligated to
make  use  of  either  futures  contracts  or  options.  See  "Foreign  Currency
Transactions" in the Statement of Additional Information.

FUTURES CONTRACTS

     The  Fund may sell  financial  futures  contracts  to hedge  its  portfolio
against a decline in the market price of  securities  which it owns or to defend
the portfolio against currency fluctuations.  A financial futures contract is an
agreement between two parties to buy or sell a specified security at a set price
on a set future date. An index futures  contract is an agreement to take or make
delivery of an amount of cash based on the  difference  between the value of the
index at the beginning and at the end of the contract period. A futures contract
on a foreign  currency is an  agreement  to buy or sell a specified  amount of a
currency for a set price on a set future date.

     When the Fund  enters  into a futures  contract,  it must  make an  initial
deposit,  known as "initial  margin," as a partial  guarantee of its performance
under the contract.  As the value of the security index or currency  fluctuates,
either party to the  contract is required to make  additional  margin  payments,
known as  "variation  margin," to cover any  additional  obligation  it may have
under the contract.  In addition,  when the Fund enters into a futures contract,
it will segregate  assets or "cover" its position in accordance  with applicable
law.  See  "Segregated  Assets  and  Covered  Portfolios"  in the  Statement  of
Additional Information.

SELLING (OR WRITING) COVERED CALL OPTIONS

     The Fund may sell (or write)  covered call options on individual  portfolio
securities or on futures  contracts  (described  above). A call option gives the
buyer of the  option,  upon  payment  of a  premium,  the right to call upon the
writer to deliver a security on or before a fixed date at a predetermined price,
referred  to as the  "strike  price."  If the price of the  hedged  security  or
futures contract should fall or remain below the strike price, the Fund will not
be called upon to deliver the  security or make a cash payment and the Fund will
retain the premium received for the option as additional income. This additional
income may offset any decline in the value of the  security or futures  contract
up to the amount of premium  received.  If the price of the hedged  security  or
futures contract rises or remains above the strike price of the option, the Fund
will  generally be called upon to deliver the  security or make a cash  payment.
This will

                                      16
<PAGE>
prevent the Fund from benefiting from any gain on the security or futures
contract. See "Segregated Assets and Covered Positions" in the Statement of
Additional Information.

BUYING PUT OPTIONS

     The Fund may purchase put options on individual  portfolio securities or on
futures contracts (described above). A put option gives the buyer of the option,
upon payment of a premium,  the right to sell a security or futures  contract to
the writer of the option on or before a fixed date at a predetermined price. The
Fund will realize a gain from the exercise of a put option if, during the option
period,  the price of the security or futures contract  declines by an amount in
excess  of the  premium  paid.  The Fund will  realize a loss  equal to all or a
portion  of the  premium  paid for the  option if the price of the  security  or
futures contract increases or does not decrease by more than the premium.

CLOSING TRANSACTIONS

     The Fund may dispose of an option  written by the Fund by  entering  into a
"closing  purchase  transaction"  for an identical  option and may dispose of an
option  purchased by the Fund by entering into a "closing sale  transaction" for
an identical option. In each case, the closing  transaction will have the effect
of terminating the rights of the option holder and the obligations of the option
purchaser  and will result in a gain or loss to the Fund based upon the relative
amount of the premiums paid or received for the original  option and the closing
transaction.  The Fund may sell (or write) put options solely for the purpose of
entering into closing sale transactions.

LIMITATIONS

     The Fund  will  purchase  and  sell  only  options  that  are  listed  on a
securities  exchange.  The Fund will not  purchase  any option  if,  immediately
thereafter,  the aggregate market value of all outstanding options purchased and
written by the Fund would  exceed 5% of the Fund's total  assets.  The Fund will
not write any call options if,  immediately  thereafter,  the aggregate value of
the Fund's  securities  subject to outstanding  call options would exceed 25% of
the value of the Fund's total assets.

                            HOW TO PURCHASE SHARES

     The minimum initial investment is $1,000. The minimum subsequent investment
is $50. The minimum initial investment for persons enrolled in an ABC Investment
PlanT is $100 and the minimum subsequent  investment  pursuant to such a plan is
$30 per month per  account.  There is no minimum  purchase for  retirement  plan
accounts  administered by the Advisor or its agents and a reduced $50 minimum on
initial purchases for custodial accounts for minors.

                                      17
<PAGE>
YOU MAY INVEST IN THE FOLLOWING WAYS:

BY MAIL

     Send your  application and check or money order,  made payable to the Fund,
to P.O. Box 781234, San Antonio, Texas 78278-1234.

     When  making  subsequent  investments,  enclose  your check with the return
remittance portion of your confirmation statement or indicate on your check or a
separate  piece of paper your name,  address and account  number and mail to the
address mentioned above. Do not use the remittance  portion of your confirmation
statement  for a  different  fund  as it  is  pre-coded.  This  may  cause  your
investment to be invested into the wrong fund. If you wish to purchase shares in
more than one fund,  send a separate  check or money order for each fund.  Third
party checks will not be accepted; and the Trust reserves the right to refuse to
accept second party checks.

BY TELEPHONE

     Once your account is open, you may make investments by telephone by calling
1-800-US-FUNDS  (1-800-873-8637).  Investments by telephone are not available in
money market funds or any retirement account  administered by the Advisor or its
agents.  The  maximum  telephone  purchase  is ten times the value of the shares
owned,  calculated  at the last  available  net asset value.  Payment for shares
purchased by telephone is due within seven  business  days after the date of the
transaction.  You cannot exchange shares  purchased by telephone until after the
payment has been received and accepted by the Trust.

BY WIRE

     You may make your  initial or  subsequent  investments  in United  Services
Funds by wiring funds.  To do so, call United  Services Funds for a confirmation
number and wiring instructions.

BY ABC INVESTMENT PLANT

     Once  your  account  is open,  you may make  investments  automatically  by
completing the ABC Investment PlanT  (Automatically  Building Capital Investment
Plan)  form  authorizing  United  Services  Funds to draw on your  bank  account
regularly for as little as $30 a month  beginning  within thirty (30) days after
the  account is opened.  You should  inquire at your bank  whether it will honor
debits   through  the  Automated   Clearing  House  ("ACH")  or,  if  necessary,
preauthorized  checks.  You may change the date or amount of your  investment or
discontinue  the Plan any time by letter  received by United  Services  Funds at
least five business days before the change is to become effective.

                                      18
<PAGE>
ADDITIONAL INFORMATION ABOUT PURCHASES

     All  purchases of shares are subject to acceptance by the Trust and are not
binding until  accepted.  United Services Funds reserves the right to reject any
application or investment. Orders become effective as of 4:00 p.m. Eastern time,
Monday through  Friday,  exclusive of business  holidays.  In the event that the
NYSE and other  financial  markets  close  earlier,  as on the eve of a holiday,
orders will become  effective  earlier in the day at the close of trading on the
NYSE.

     If your telephone  order to purchase  shares is cancelled due to nonpayment
or late payment  (whether or not your check has been processed by the Fund), you
will be  responsible  for any  loss  incurred  by the  Trust by  reason  of such
cancellation.

     If checks are returned unpaid due to nonsufficient  funds,  stop payment or
other  reasons,  the Trust will charge $20 and you will be  responsible  for any
loss incurred by the Trust with respect to cancelling the purchase.

     To recover any such loss or charge,  the Trust reserves the right,  without
further notice, to redeem shares of any portfolio already owned by any purchaser
whose order is  cancelled,  for  whichever  reason,  and such a purchaser may be
prohibited  from placing  further orders unless  investments  are accompanied by
full payment by wire or cashier's check.

     United Services Funds charges no sales  commissions or "loads" of any kind.
However,   investors   may   purchase   and  sell  shares   through   registered
broker-dealers who may charge fees for their services.

     Investments paid for by checks drawn on foreign banks may be deferred until
such checks have cleared the normal collection process.  In such instances,  any
amounts charged to the Trust for collection procedures will be deducted from the
amount invested.

     If the Trust incurs a charge for locating a  shareholder  without a current
address, such charge will be passed through to the shareholder.

TAX IDENTIFICATION NUMBER

     The Fund is required  by Federal  law to  withhold  and remit to the United
States  Treasury a portion of the  dividends,  capital  gain  distributions  and
proceeds of redemptions  paid to any  shareholder  who fails to furnish the Fund
with a correct taxpayer  identification  number,  who  underreports  dividend or
interest  income or who fails to  provide  certification  of tax  identification
number. In order to avoid this withholding requirement, you must certify on your
application, or on a separate W-9 Form supplied by the Transfer Agent, that your
taxpayer identification number is correct and that you are not currently subject
to  backup  withholding  or  you  are  exempt  from  backup   withholding.   For
individuals, your taxpayer identification number is your social security number.

                                      19
<PAGE>
     Instructions  to exchange or transfer  shares held in established  accounts
will be refused until the certification has been provided. In addition, the Fund
assesses a $50 administrative fee if the taxpayer  identification  number is not
provided by year end.

CERTIFICATES

     When  you  open  your  account,  United  Services  Funds  will  send  you a
confirmation  statement,  which will be your  evidence  that you have  opened an
account with United Services Funds. The confirmation statement is nonnegotiable,
so if it is lost or destroyed, you will not be required to buy a lost instrument
bond or be subject to other  expense or trouble,  as you would with a negotiable
stock  certificate.  At your written  request,  United Services Funds will issue
negotiable  stock  certificates.  Unless  your shares are  purchased  with wired
funds, a certificate will not be issued until 15 days have elapsed from the time
of purchase, or United Services Funds has satisfactory proof of payment, such as
a copy of your cancelled check.  Negotiable  certificates will not be issued for
fewer than 100 shares.

                            HOW TO EXCHANGE SHARES

     You have the privilege of exchanging  into any of the other United Services
Funds which are registered in your state. An exchange  involves the simultaneous
redemption  (sale) of shares of one fund and  purchase of shares of another fund
at the respective closing net asset value and is a taxable transaction.

BY TELEPHONE

     You will  automatically  have the privilege to direct United Services Funds
to exchange your shares by calling toll free 1-800-US-FUNDS (1-800-873-8637). In
connection  with such exchanges  neither the Fund nor the Transfer Agent will be
responsible for acting upon any instructions  reasonably  believed by them to be
genuine.  The  shareholder,  as a result of this  policy,  will bear the risk of
loss.  The Fund and/or its  Transfer  Agent  will,  however,  employ  reasonable
procedures to confirm that  instructions  communicated  by telephone are genuine
(including  requiring some form of personal  identification,  providing  written
confirmations and tape recording  conversations);  and if either party does not,
it may be liable for losses due to unauthorized or fraudulent transactions.

BY MAIL

     You may direct United Services Funds in writing to exchange your shares
between identically registered accounts. The request must be signed exactly as
the name appears in the registration. (Read "Additional Information About
Exchanges.")

                                      20
<PAGE>
ADDITIONAL INFORMATION ABOUT EXCHANGES

(1)  There is a $5 charge,  which is paid to United Shareholder  Services,  Inc.
     ("USSI"  or the  "Transfer  Agent"),  for  each  exchange  out of any  fund
     account.  Retirement accounts administered by the Advisor or its agents are
     charged $5 for each exchange exceeding three per quarter.  The exchange fee
     is charged to cover  administrative  costs  associated  with handling these
     exchanges.

(2)  Like any other  redemption,  the Fund reserves the right to hold redemption
     proceeds  for up to seven days.  In such event,  the  purchase  side of the
     exchange transaction will also be delayed. You will be notified immediately
     if the Fund is exercising said right.

(3)  If the shares you wish to exchange are  represented  by a negotiable  stock
     certificate,  the  certificate  must be returned before the exchange can be
     effected.

(4)  Shares may not be exchanged unless you have furnished United Services
     Funds with your tax identification number, certified as prescribed by the
     Internal Revenue Code and Regulations, and the exchange is to an account
     with like registration and tax identification number. (See "Tax
     Identification Number" on page 19.)

(5)  Exchanges  out of United  Services  Funds' equity funds of shares held less
     than 180 days are subject to the redemption fee described on page 24.

(6)  The exchange privilege may be terminated at any time. The exchange fee
     and other terms of the privilege are subject to change.

                             HOW TO REDEEM SHARES

     You may redeem any or all of your shares at will.  The Fund redeems  shares
at the net asset value next  determined  after it has  received  and  accepted a
redemption request in proper order.  Redemption  requests must be received prior
to 4:00 p.m. Eastern time, Monday through Friday, to be effective that day.

BY MAIL

     Your written  request for  redemption,  to be in "proper  order,"  requires
delivery to the Transfer Agent of:

(1)  a written request for redemption signed by each registered owner exactly as
     the shares are  registered,  the account number and the number of shares or
     the dollar amount to be redeemed;

(2)  negotiable stock certificates for any shares to be redeemed for which
     certificates have been issued;

(3)  signature guarantees when required; and

                                      21
<PAGE>
(4)  such  additional  documents  as are  customarily  required to evidence  the
     authority  of  persons  effecting  redemptions  on behalf of  corporations,
     executors,  trustees,  and other  fiduciaries.  Redemptions will not become
     effective until all documents,  in the form required, have been received by
     the Transfer Agent.  (Read "Additional  Information  About  Redemptions" on
     page 23.)

SPECIAL REDEMPTION ARRANGEMENTS

     Special arrangements may be made by institutional  investors,  or on behalf
of accounts established by brokers, advisers, banks or similar institutions,  to
have redemption  proceeds  transferred by wire to pre-established  accounts upon
telephone   instructions.   For   further   information   call   the   Trust  at
1-800-873-8637.

     Telephone redemptions are available for accounts with a balance of at least
$50,000. To establish telephone redemption privileges,  call 1-800-873- 8637 for
information.

SIGNATURE GUARANTEE

     Redemptions in excess of $15,000 currently require a signature guarantee. A
signature  guarantee is required for all  redemptions,  regardless of the amount
involved,  when the proceeds are to be paid to someone other than the registered
owner of the shares to be redeemed or if proceeds are to be mailed to an address
other than the  registered  address of record.  When a  signature  guarantee  is
required,  each signature must be guaranteed by: (a) a federally insured bank or
thrift institution;  (b) a broker or dealer (general securities,  municipal,  or
government) or clearing agency registered with the U.S.  Securities and Exchange
Commission  that maintains net capital of at least  $100,000;  or (c) a national
securities exchange or national securities association.  The guarantee must: (i)
include the statement "Signature(s)  Guaranteed";  (ii) be signed in the name of
the guarantor by an authorized  person,  the person's  printed name and position
with  guarantor,  and (iii)  include a recital  that the  guarantor is federally
insured,  maintains  the  requisite  net  capital  or is a  national  securities
exchange  or  association.  Shareholders  living  abroad may  acknowledge  their
signatures before a U.S. consular  officer.  Military  personnel may acknowledge
their signatures before officers authorized to take acknowledgments (e.g., legal
officers and adjutants).

REDEMPTION PROCEEDS MAY BE SENT TO YOU:

BY MAIL

     If your redemption  check is mailed,  it is usually mailed within 48 hours;
however, the Fund reserves the right to hold redemption proceeds for up to seven
days. If the shares to be redeemed were purchased by check, the

                                      22
<PAGE>
redemption  proceeds  will not be mailed until the  purchase  check has cleared,
which may take up to seven days. You may avoid this  requirement by investing by
bank wire (Federal funds).  Redemption checks may be delayed if you have changed
your address in the last 30 days. Please notify the Fund promptly in writing, or
by telephone, of any change of address.

BY WIRE

     You may  authorize  the  Fund to  transmit  redemption  proceeds  by  wire,
provided you send written wiring  instructions with a signature guarantee at the
time of redemption. Proceeds from your redemption will usually be transmitted on
the first business day following the redemption. However, the Trust reserves the
right to hold  redemptions  for up to seven  days.  If the shares to be redeemed
were  purchased by check,  the  redemption  proceeds will not be mailed or wired
until the purchase check has cleared,  which may take up to seven days. There is
a $10 charge to cover the wire,  which is  deducted  from  redemption  proceeds.
International wire charges will be higher.

ADDITIONAL INFORMATION ABOUT REDEMPTIONS

     The redemption  price may be more or less than your cost,  depending on the
net asset value of the Fund's  portfolio next  determined  after your request is
received.

     A request to redeem shares in an IRA or similar  retirement account must be
accompanied  by an IRS Form W4-P and a reason for withdrawal as specified by the
IRS.  Proceeds from the  redemption  of shares from a retirement  account may be
subject to withholding tax.

     The Trust has the  authority  to redeem  existing  accounts and to refuse a
potential  account the  privilege of having an account in the Trust if the Trust
reasonably  determines that the failure to so redeem,  or to so prohibit,  would
have a material adverse consequence to the Trust and its shareholders. The power
to  redeem  existing  accounts  will be  exercised  in  light  of the  Trustees'
fiduciary duties and in conformance with  Massachusetts  law. The Trust will not
redeem an  existing  account  solely to prevent  the  legitimate  exercise  of a
shareholder's rights.

     Although  the Fund  normally  expects to make  payments  in cash,  the Fund
reserves  the right,  subject to  compliance  with  applicable  regulations,  to
require  shareholders  to accept as redemption  proceeds  securities held in the
Fund's portfolio. The Fund will only exercise this right if it is required under
the Investment Company Act of 1940 to redeem shares and if the Fund is unable to
liquidate  securities  in its portfolio due to an inability to access the market
in which they trade. In the case it is likely that the shareholder would also be
unable to  convert  such  securities  into cash.  The  shareholder  could  incur
brokerage or other charges in converting the

                                      23
<PAGE>
securities to cash. The Fund will at all times endeavor to treat shareholders in
a fair manner and to give each  shareholder as much as possible a  proportionate
distribution  of the  various  securities  held  in the  Fund.  Such  may not be
possible in light of laws and  restrictions in force in the country or countries
where such shares were issued.

     Excessive  short-term trading has an adverse impact on effective  portfolio
management  as well as upon Fund  expenses.  The Trust has reserved the right to
refuse investments from shareholders who engage in short-term trading.

REDEMPTION FEE

     A redemption fee of 1% of the value of shares redeemed or exchanged will be
assessed to  shareholders  who redeem or  exchange  shares of the Fund held less
than 180  calendar  days.  The fee will  reduce  the  proceeds  received  by the
shareholder  and is payable  directly to the Fund for the purpose of  offsetting
costs  associated  with  short-term  trading.  This  redemption  fee will not be
imposed on any accounts which are involuntarily redeemed.

ACCOUNT CLOSING FEE

     In order to reduce  Fund  expenses,  an account  closing fee of $10 will be
assessed to shareholders  who redeem all shares in their Fund account and direct
that  redemption  proceeds be delivered  to them by mail or wire.  The charge is
payable  directly to the Fund's  Transfer Agent which,  in turn, will reduce its
charges to the Fund by an equal amount. The purpose of the charge is to allocate
to redeeming  shareholders a more equitable portion of the Transfer Agent's fee,
including  the  cost  of tax  reporting  which  is  based  upon  the  number  of
shareholder  accounts.  The  account  closing  fee does not  apply to  exchanges
between  the  United  Service  Funds  nor  will  it be  imposed  on any  account
involuntarily redeemed.

SMALL ACCOUNTS

     Fund accounts  which fall,  for any reason other than market  fluctuations,
below  $1,000 at any time  during a month  will be  subject  to a small  account
charge of $5 for that month. The charge will first be deducted from dividend and
distribution amounts to be paid during the month. If dividends and distributions
are insufficient,  then sufficient shares will be involuntarily redeemed from an
account to make up the difference.  The charge is payable directly to the Fund's
Transfer Agent which,  in turn,  will reduce its charges to the Fund by an equal
amount.  The  purpose  of the  charge is to  allocate  the costs of  maintaining
shareholder accounts more equitably among shareholders.

                                      24
<PAGE>
     Active  ABC  Investment  PlanT,  UGMA/UTMA  and  retirement  plan  accounts
administered  by the Advisor or its agents or its affiliates will not be subject
to the small account charge.

     In order to reduce expenses of the Fund, the Trust may involuntarily redeem
all shares in any shareholder  account,  other than active ABC Investment PlanT,
UGMA/UTMA  and  retirement  plan  accounts,  if, for a period of more than three
months,  the account has a net asset value of $500 or less and the  reduction in
value is not due to  market  fluctuations.  If the  Fund  elects  to close  such
accounts,  it will notify  shareholders  whose accounts are below the minimum of
its intention to do so, and will provide those  shareholders with an opportunity
to increase  their  accounts by  investing  a  sufficient  amount to bring their
accounts  up to the minimum  amount  within  ninety (90) days of the notice.  No
account  closing  fee or  redemption  fee will be  charged  to  investors  whose
accounts are closed under this redemption provision.

CONFIRMATION STATEMENTS

     Shareholders  normally  will receive a  confirmation  statement  after each
transaction showing activity in the account.  However,  when account activity is
produced  solely from dividend  reinvestment,  confirmation  statements  will be
mailed only on a quarterly basis.

OTHER SERVICES

     The Trust has  available a number of plans and services to meet the special
needs of certain investors. Plans available include:

(1)  payroll deduction plans, including military allotments;

(2)  custodial accounts for minors;

(3)  a flexible, systematic withdrawal plan; and

(4)  various  retirement  plans such as IRA,  403(b)(7),  401(k)  and  employer-
     adopted defined contribution (profit sharing) plans.

     Application forms and brochures  describing these plans and services can be
obtained from the Transfer Agent by calling 1-800-US-FUNDS (1-800-873-8637).

     There is an  annual  charge  for each  retirement  plan fund  account  with
respect to which Security Trust & Financial  Company  ("ST&FC"),  a wholly-owned
subsidiary of the Advisor,  acts as custodian (for example, $10 for IRAs and $15
for  SEP/IRAs,  403(b)(7)s,  profit  sharing and other such  accounts).  If this
administrative charge is not paid separately prior to the last business day of a
calendar year or prior to a total  redemption  or exchange,  it will be deducted
from the shareholder's account.

                                      25
<PAGE>
SHAREHOLDER SERVICES

     United Shareholder Services, Inc. ("USSI" or "Transfer Agent"), a
wholly-owned subsidiary of the Advisor, acts as transfer and dividend paying
agent for all fund accounts. Simply write or call 1-800-US-FUNDS for prompt
service on any questions about your account.

24 HOUR CURRENT INFORMATION

     Shareholders can also access 24 hours a day current  information on yields,
prices, latest dividends, account balances, and deposits and redemptions for the
previous and current months.  Just call 1-800-US-FUNDS and press the appropriate
codes into your touch-tone phone.

                            HOW SHARES ARE VALUED

     Shares of the Fund are purchased or redeemed, on a continuing basis without
a sales  charge,  at their next  determined  net asset value per share.  The net
asset value per share of the Fund is calculated  separately  by USSI.  Net asset
value  per share is  determined  and  orders  become  effective  as of 4:00 p.m.
Eastern time, Monday through Friday, exclusive of business holidays on which the
NYSE is closed,  by dividing the  aggregate  net assets of the Fund by the total
number of shares of the Fund  outstanding.  In the event that the NYSE and other
financial markets close earlier, as on the eve of a holiday, the net asset value
per share will be  determined  earlier in the day at the close of trading on the
NYSE.

     Valuation shall be calculated in U.S. dollars. Securities quoted in other
currencies will be converted to U.S. dollars using the exchange rate then in
effect in the principal market in which the relevant securities are traded.

     A portfolio  security listed or traded on a stock exchange is valued at the
last sales  price as reported  by the  primary  exchange  prior to the time when
assets are valued.  Securities  quoted on NASDAQ are valued at the last reported
sale price prior to the time when assets are valued;  and,  lacking any sales on
that day, the  security is valued at the mean between the last  reported bid and
ask prices.  Over-the-counter  portfolio  securities for which market quotations
are readily  available  are to be valued at the mean between the most recent bid
and ask prices as obtained  from one or more  dealers  that make  markets in the
securities.  Portfolio  securities which are traded both in the over-the-counter
market and on a stock  exchange  are to be valued  according to the broadest and
most representative market as determined by the Fund's subadvisor. Occasionally,
events which affect the value of such  securities  and such  exchange  rates may
occur  between the times at which they are  determined  and the close of the New
York Stock Exchange and will, therefore,  not be reflected in the computation of
the Fund's net asset value.  If events  materially  affecting  the value of such
securities occur during such period, then these securities will be valued at

                                      26
<PAGE>
fair value as determined  by Management  and approved in good faith by the Board
of  Trustees.  When  market  quotations  are  not  readily  available,  or  when
restricted  securities or other assets are being valued,  such assets are valued
at fair value as determined in good faith by or under procedures  established by
the Board of Trustees.

     Debt  securities with maturities of 60 days or less at the time of purchase
are  valued  on the  basis of the  amortized  cost.  This  involves  valuing  an
instrument  at  its  cost  initially  and,   thereafter,   assuming  a  constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument.

                             DIVIDENDS AND TAXES

UNITED STATES TAXES

     The Fund  intends to  qualify as a  "regulated  investment  company"  under
Subchapter M of the Internal  Revenue Code of 1986, as amended (the "Code").  By
complying with the applicable provisions of the Code, a Fund will not be subject
to Federal income tax on its net  investment  income and capital gain net income
that are distributed to shareholders.

     All  income   dividends  and  capital  gain   distributions   are  normally
reinvested,  without  charge,  in additional  full and fractional  shares of the
Fund. Alternatively, investors may choose: (1) automatic reinvestment of capital
gain  distributions  in Fund shares and payment of income dividends in cash; (2)
payment of capital gain  distributions  in cash and  automatic  reinvestment  of
dividends  in  Fund  shares;  or  (3)  all  income  dividend  and  capital  gain
distributions  paid in cash. The share price of the reinvestment will be the net
asset value of the Fund shares computed at the close of business on the date the
dividend or distribution is paid.  Dividend checks returned to the Fund as being
undeliverable  and dividend checks not cashed after 180 days will  automatically
be  reinvested  at the price of the Fund on the day  returned or on or about the
181st day and the distribution option will be changed to "reinvest."

     At the  time  of  purchase,  the  share  price  of  the  Fund  may  reflect
undistributed  income,  capital gains or unrealized  appreciation of securities.
Any dividend or capital gain distribution paid to a shareholder  shortly after a
purchase  of shares  will  reduce the per share net asset value by the amount of
the  distribution.  Although  in effect a return of capital to the  shareholder,
these distributions are fully taxable.

     The Fund generally pays dividends  quarterly and distributes  capital gains
annually.

     The Fund is subject to a nondeductible 4 percent excise tax calculated as a
percentage of certain undistributed amounts of taxable ordinary income

                                      27
<PAGE>
and  capital  gains  net of  capital  losses.  The  Fund  intends  to make  such
distributions as may be necessary to avoid this excise tax.

     Dividends  from  taxable net  investment  income and  distributions  of net
short-term  capital  gains  paid by the  Fund are  taxable  to  shareholders  as
ordinary income,  whether received in cash or reinvested in additional shares of
the Fund. A portion of these dividends may qualify for the 70 percent  dividends
received deduction available to corporations. Distributions of net capital gains
will be taxable to shareholders as long-term capital gains, whether paid in cash
or  reinvested in additional  shares,  and  regardless of the length of time the
investor has held his shares.

     Each  January,  the Fund will  report to its  shareholders  the Federal tax
status of dividends  and  distributions  paid or declared by the Fund during the
preceding  calendar year. This statement will also indicate  whether and to what
extent  distributions  qualify for the 70 percent dividends  received  deduction
available to corporations.

     There is a possibility that China exchange control regulations may restrict
or limit the  ability of the Fund to  distribute  net  investment  income or the
proceeds  from  the  sale  of its  investments  to its  shareholders.  Any  such
restrictions  or  limitations  could  impact  the  Fund's  ability  to meet  the
distribution requirements described above.

     If the Fund  owns  shares  in a  foreign  corporation  that  constitutes  a
"passive  foreign  investment  company" for U.S. Federal income tax purposes and
the  Fund  does not  elect to treat  the  foreign  corporation  as a  "qualified
electing  fund" within the meaning of the Code,  the Fund may be subject to U.S.
Federal  income tax on a portion of any "excess  distribution"  it receives from
the foreign  corporation  or any gain it derives  from the  disposition  of such
shares,  even if such income is distributed as a taxable dividend by the Fund to
its U.S.  shareholders.  The Fund may also be subject to  additional  tax in the
nature of an interest  charge with respect to deferred  taxes  arising from such
distributions or gains. Any tax paid by the Fund as a result of its ownership of
shares  in a  "passive  foreign  investment  company"  will not give rise to any
deduction or credit to the Fund or any shareholder. If the Fund owns shares in a
"passive  foreign  investment  company"  and the Fund  does  elect to treat  the
foreign  corporation as a "qualified electing fund" under the Code, the Fund may
be required to include in its income each year a portion of the ordinary  income
and net  capital  gains of the foreign  corporation,  even if this income is not
distributed  to the Fund.  Any such income would be subject to the  distribution
requirements  described  above  even if the Fund did not  receive  any income to
distribute.

                                      28
<PAGE>
CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES

     Under the Code,  gains or losses  attributable  to fluctuations in exchange
rates  which  occur  between  the  time  the  Fund  accrues  interest  or  other
receivables,  or accrues expenses or other liabilities  denominated in a foreign
currency and the time the Fund actually  collects such  receivables or pays such
liabilities are treated as ordinary income or ordinary loss. Similarly, gains or
losses from the  disposition  of foreign  currencies or from the  disposition of
debt securities  denominated in a foreign currency  attributable to fluctuations
in the value of the  foreign  currency  between the date of  acquisition  of the
currency or security  and the date of  disposition  also are treated as ordinary
gain or loss. These gains or losses, referred to under the Code as "section 988"
gains or losses,  increase or decrease  the amount of the Fund's net  investment
income  (which  includes,  among  other  things,  dividends,  interest  and  net
short-term  capital  gains in excess of net  long-term  capital  losses,  net of
expenses)  available to be distributed to its  shareholders as ordinary  income,
rather than  increasing or decreasing the amount of the Fund's net capital gain.
If section 988 losses exceed such other net  investment  income during a taxable
year, any distributions made by the Fund could be recharacterized as a return of
capital to  shareholders,  rather than as an ordinary  dividend,  reducing  each
shareholder's  basis in his Fund shares.  To the extent that such  distributions
exceed such shareholder's basis, they will be treated as a gain from the sale of
shares.  As  discussed  below,  certain  gains or losses with respect to forward
foreign currency contracts,  over-the-counter  options or foreign currencies and
certain options graded on foreign  exchanges will also be treated as section 988
gains or losses.

     Forward currency contracts and certain options entered into by the Fund may
create  "straddles" for U.S. Federal income tax purposes and this may affect the
character of gains or losses realized by the Fund on forward currency  contracts
or on the underlying securities and cause losses to be deferred. Transactions in
forward currency  contracts may also result in the loss of the holding period of
underlying securities for purposes of the 30% of gross income test. The Fund may
also be required to  "mark-to-market"  certain positions in its portfolio (i.e.,
treat  them as if they  were sold at year  end).  This  could  cause the Fund to
recognize income without having the cash to meet the distribution requirements.

FOREIGN TAXES

     Income  received  by the Fund  from  sources  within  China  and any  other
countries in which the issuers of  securities  purchased by the Fund are located
may be subject to withholding and other taxes imposed by such countries.

                                      29
<PAGE>
     If the Fund is liable for foreign income and withholding  taxes that can be
treated as income  taxes  under U.S.  Federal  income tax  principles,  the Fund
expects  to meet  the  requirements  of the Code  for  "passing-through"  to its
shareholders  such foreign  taxes paid,  but there can be no assurance  that the
Fund will be able to do so. Under the Code, if more than 50% of the value of the
Fund's  total  assets at the close of its  taxable  year  consists  of stocks or
securities of foreign  corporations,  the Fund will be eligible for, and intends
to file, an election with the Internal Revenue Service to  "pass-through" to the
Fund's shareholders the amount of such foreign income and withholding taxes paid
by the Fund.  Pursuant to this election a  shareholder  will be required to: (1)
include in gross income (in addition to taxable dividends actually received) his
pro rata share of such  foreign  taxes paid by the Fund;  (2) treat his pro rata
share of such foreign  taxes as having been paid by him;  and (3) either  deduct
his pro rata share of such foreign taxes in computing his taxable  income or use
it as a foreign tax credit against his U.S.  Federal income taxes.  No deduction
for such  foreign  taxes may be claimed by a  shareholder  who does not  itemize
deductions.  Each shareholder will be notified within 60 days after the close of
the  Fund's  taxable  year  whether  the  foreign  taxes  paid by the Fund  will
"pass-through"  for that year and, if so, such  notification  will designate (a)
the  shareholder's  portion of the foreign taxes paid to each such country;  and
(b) the portion of dividends that represents  income derived from sources within
each such country.

     The amount of foreign taxes for which a  shareholder  may claim a credit in
any year will be subject to an overall limitation which is applied separately to
"passive  income," which  includes,  among other types of income,  dividends and
interest.

     The foregoing is only a general description of the foreign tax credit under
current  law.  Because  applicability  of the credit  depends on the  particular
circumstances of each shareholder, shareholders are advised to consult their own
tax advisers.

     The  foregoing  discussion  relates  only to generally  applicable  Federal
income tax provisions in effect as of the date of this Prospectus.  Shareholders
should  consult their tax advisers  about the status of  distributions  from the
Fund in their own states and localities.

                                  THE TRUST

     United  Services Funds (the "Trust") is an open-end  management  investment
company, consisting of numerous separate,  diversified portfolios, each of which
has its own investment  objectives and policies.  The portfolios are designed to
serve a wide range of investor needs.

                                      30
<PAGE>
     The Trust was formed on July 31, 1984 as a "business  trust" under the laws
of  the  Commonwealth  of  Massachusetts.  It is a  "series"  company  which  is
authorized to issue series of shares without par value, each series representing
interests  in a separate  portfolio,  or divide  the  shares of any series  into
classes.  Shares of numerous series have been authorized.  The Board of Trustees
of the  Trust  has the power to create  additional  series,  or divide  existing
series into two or more classes,  at any time, without a vote of shareholders of
the Trust.

     Under the Trust's First Amended and Restated  Master Trust  Agreement  (the
"Master  Trust  Agreement"),  no annual or regular  meeting of  shareholders  is
required,  although the Trustees may  authorize  special  meetings  from time to
time.  Under the terms of the Master Trust  Agreement,  the  Trustees  will be a
self-perpetuating  body and will continue their positions until they resign, die
or are  removed by a written  instrument  signed by at least  two-thirds  of the
Trustees, by vote of shareholders holding not less than two-thirds of the shares
then outstanding of the Trust cast at any meeting called for that purpose, or by
a written declaration signed by shareholders holding not less than two-thirds of
the shares then outstanding.

     On any matter submitted to shareholders,  shares of each portfolio  entitle
their  holder to one vote per  share,  irrespective  of the  relative  net asset
values of each portfolio's shares. On matters affecting an individual portfolio,
a separate vote of shareholders of the portfolio is required.  Each  portfolio's
shares are fully paid and  non-assessable  by the Trust,  have no  preemptive or
subscription rights, and are fully transferable, with no conversion rights.

                            MANAGEMENT OF THE FUND

TRUSTEES

     The  business  affairs  of the Fund are  managed  by the  Trust's  Board of
Trustees.  The  Trustees  establish  policies,  as well as  review  and  approve
contracts and their continuance. The Trustees also elect the officers and select
the Trustees to serve as executive and audit committee members.

THE SUBADVISOR

     The Advisor and the Trust have contracted with Batterymarch Financial
Management, Inc. (the "Subadvisor") to serve as Subadvisor of the China Region
Opportunity Fund.

     The Subadvisor is located at 200 Clarendon  Street,  Boston,  Massachusetts
02116.  It  is  a  wholly  owned  subsidiary  of  Legg  Mason,   Inc.  which  is
headquartered at 111 South Calvert Street, Baltimore,  Maryland. Legg Mason is a
publicly  held, New York Stock Exchange  listed,  holding  company that provides
securities brokerage, investment advisory, corporate

                                      31
<PAGE>
and public finance, and mortgage banking services to individuals,  institutions,
corporations and municipalities through its wholly owned subsidiaries.

     In early 1995 the Subadvisor purchased the operating and business assets of
Batterymarch  Financial Management  ("Batterymarch"),  a Massachusetts  business
trust,  founded in 1969 as an investment  management  firm  specializing  in the
management  of  equity  portfolios,  that  served  as the  subadvisor  since the
inception of the China Region Opportunity Fund.  Batterymarch is a global equity
manager  dedicated  to  value-oriented  investing  with  over $5  billion  under
management at December 31, 1994,  invested in United States,  international  and
emerging market equity securities.

     The Subadvisor  manages the  composition of the portfolio and furnishes the
Fund  advice  and  recommendations  with  respect  to its  investments  and  its
investment program and strategy,  subject to the general supervision and control
of the Advisor and the Trust's Board of Trustees.  In connection  with providing
such  services,  the  Subadvisor  utilizes a team  approach,  with no  person(s)
primarily  responsible for making  recommendations  to the team. As compensation
for its  services,  the  Subadvisor  will receive from the Advisor a monthly fee
based  upon  the  monthly  average  net  assets  of the  Fund.  The  Fund is not
responsible for the Subadvisor's fee. On an annual basis, the fee will be 1.00%,
with no minimum fee.

THE INVESTMENT ADVISOR

     United Services  Advisors,  Inc.,  7900 Callaghan Road, San Antonio,  Texas
78229,  under an investment  advisory agreement with the Trust dated October 26,
1989,  furnishes  investment advice and is responsible for overall management of
the Trust's  business  affairs.  Frank E. Holmes,  Chief  Executive  Officer and
Chairman of the Board of  Directors of the  Advisor,  as well as  President  and
Trustee of the Trust,  has since October 1989, owned more than 25% of the voting
stock of the Advisor and is its controlling person. The Advisor was organized in
1968.

     The Advisor provides to the Trust, and to each of the portfolios within the
Trust,  management and investment  advisory  services.  The Advisor furnishes an
investment  program  for each of the Funds,  determines,  subject to the overall
supervision and review of the Board of Trustees of the Trust,  what  investments
should be purchased,  sold and held, and makes changes on behalf of the Trust in
the investments of each of the Funds.

     The Advisor  provides the Trust with office space,  facilities and business
equipment  and provides the services of  executive  and clerical  personnel  for
administering the affairs of the Trust. The Advisor pays the expense of printing
and mailing prospectuses and sales materials used for promotional purposes.

                                      32
<PAGE>
     Notwithstanding the following  description of fees and other expenses,  the
Advisor has  voluntarily  guaranteed  that Total Fund  Operating  Expenses (as a
percentage of net assets) for the China Region  Opportunity Fund will not exceed
2.25% on an annualized  basis through June 30, 1996 and until such later date as
the Advisor determines.

     The  Advisory  Agreement  with the Trust  provides  for the Fund to pay the
Advisor a management  fee equal to 1.25% of the Fund's average net assets ( 1/12
of 1.25%  monthly).  While this management fee is higher than that of most other
mutual funds,  it is comparable to management fees charged by other mutual funds
with similar  investment  policies.  For the year ended June 30, 1995,  the Fund
paid the Advisor 0.45% of average net assets due to Advisor's guarantee.

     The Advisor  may,  out of profits  derived  from its  management  fee,  pay
certain financial institutions (which may include banks,  securities dealers and
other  industry   professionals)  a  "servicing  fee"  for  performing   certain
administrative  servicing  functions for Fund  shareholders  to the extent these
institutions  are allowed to do so by applicable  statute,  rule or  regulation.
These fees will be paid periodically and will generally be based on a percentage
of the value of the institutions' client Fund shares.

     The Transfer  Agency  Agreement with the Trust provides for the Fund to pay
USSI an  annual  fee of  $23.00  per  account  ( 1/12  of  $23.00  monthly).  In
connection with  obtaining/providing  administrative  services to the beneficial
owners of Trust shares  through  broker-dealers  which provide such services and
maintain an omnibus account with the Transfer  Agent,  the Fund shall pay to the
Transfer  Agent a monthly fee equal to  one-twelfth ( 1/12) of 12.5 basis points
(.00125)  of the  value  of the  shares  of the  Fund  held in  accounts  at the
broker-dealer,  which payment  shall not exceed $1.67  multiplied by the average
daily number of accounts holding Trust shares at the  broker-dealer.  These fees
cover the usual transfer agency functions.  In addition,  the Fund bears certain
other Transfer Agent expenses such as the costs of record retention and postage,
plus the telephone and line charges  (including  the toll-free 800 service) used
by shareholders to contact the Transfer Agent. For the year ended June 30, 1995,
the Fund paid USSI a total of  $94,011  for the  transfer  agency,  lockbox  and
printing fees due USSI.

     USSI performs bookkeeping and accounting services, and determines the daily
net asset value for the Fund.  Bookkeeping and accounting  services are provided
to the Fund for an asset  based fee of 0.05% of the first $150  million  average
net assets, 0.04% of the next $150 million average net assets, 0.03% of the next
$200  million  average net assets,  0.02% of the next $250  million  average net
assets and 0.01% of average  net assets in excess of $750  million -- subject to
an annual minimum fee of $28,000. For the

                                      33
<PAGE>
year ended June 30,  1995,  the Fund paid USSI a total of $28,000 for  portfolio
accounting services.

     Additionally,  the Advisor is reimbursed  certain costs for in-house  legal
services pertaining to the Fund, which reimbursement is subject to the Advisor's
assumption of expenses for the Fund.

     The Trust pays all other expenses for its operations  and  activities.  The
Fund pays its allocable  portion of these  expenses.  The expenses  borne by the
Trust  include the charges and  expenses of any  shareholder  servicing  agents,
custodian  fees,  legal  and  auditors'  expenses,   brokerage  commissions  for
portfolio transactions,  the advisory fee, extraordinary  expenses,  expenses of
shareholder  and Trustee  meetings,  and expenses for preparing,  printing,  and
mailing proxy statements,  reports and other communications to shareholders, and
expenses of registering and qualifying shares for sale, among others.

                           PERFORMANCE INFORMATION

     From time to time,  in  advertisements  or in  reports to  shareholders  or
prospective shareholders, the Fund may compare its performance,  either in terms
of its  yield,  total  return or its yield  and total  return,  to that of other
mutual funds with similar  investment  objectives and to stock or other indices.
For example, the Fund may compare its performance to rankings prepared by Lipper
Analytical Services,  Inc. ("Lipper"),  a widely recognized  independent service
which monitors the  performance of mutual funds;  to  Morningstar's  Mutual Fund
Values;  to the S&P 500  Index;  or to the  Consumer  Price  Index.  Performance
information  and  rankings  as  reported  in  Changing  Times,   Business  Week,
Institutional Investor, The Wall Street Journal, Mutual Fund Forecaster, No-Load
Investor,  Money Magazine,  Forbes,  Fortune and Barron's  magazines may also be
used in comparing performance of the Fund. Performance comparisons should not be
considered as representative of the future performance of the Fund.

     The Fund's  average  annual  total  return is computed by  determining  the
average annual compounded rate of return for a specified period that, if applied
to a hypothetical $1,000 initial investment,  would produce the redeemable value
of  that  investment  at the end of the  period,  assuming  reinvestment  of all
dividends and distributions and with recognition of all recurring  charges.  The
Fund may also utilize a total return for differing  periods computed in the same
manner but without annualizing the total return.

     The Fund's "yield"  refers to the income  generated by an investment in the
Fund over a 30-day (or one month)  period  (which  period  will be stated in the
advertisement).  Yield is  computed by dividing  the net  investment  income per
share earned during the most recent calendar month by the

                                      34
<PAGE>
maximum  offering price per share on the last day of such month.  This income is
then  "annualized."  That is, the amount of income  generated by the  investment
during that 30-day period is assumed to be generated  each month over a 12-month
period and is shown as a percentage of the investment.

     For purposes of the yield calculation, interest income is computed based on
the yield to maturity of each debt  obligation  and dividend  income is computed
based upon the stated dividend rate of each security in the Fund's portfolio and
all recurring charges are recognized.

     The  standard  total  return  and yield  results  do not take into  account
recurring and  nonrecurring  charges which are billed directly to  shareholders.
Such charges  include:  1% redemption fee, $5  administrative  exchange fee, $10
account  closing fee, and $5 per month small  account fee.  These charges have a
greater  proportional  impact  on  smaller  accounts  than on  larger  accounts.
Therefore,  the effective standard total return and yield results experienced by
any given  shareholder  may be less than the return or yield  advertised  due to
these charges.

                                     35
<PAGE>
                            UNITED SERVICES FUNDS

                         SHARES OF ALL FUNDS ARE SOLD
                 AT NET ASSET VALUE WITHOUT SALES COMMISSIONS
                                OR 12B-1 FEES

                        China Region Opportunity Fund

                              INVESTMENT ADVISOR
                        United Services Advisors, Inc.
                             7900 Callaghan Road
                       Mailing Address: P.O. Box 29467
                           San Antonio, Texas 78229

                            INVESTMENT SUBADVISOR
                   Batterymarch Financial Management, Inc.
                             200 Clarendon Street
                         Boston, Massachusetts 02116

                                TRANSFER AGENT
                      United Shareholder Services, Inc.
                               P.O. Box 781234
                        San Antonio, Texas 78278-1234

                                  CUSTODIAN
                            Bankers Trust Company
                                16 Wall Street
                              New York, NY 10005

                           INDEPENDENT ACCOUNTANTS
                             Price Waterhouse LLP
                        One Riverwalk Place, Ste. 900
                           San Antonio, Texas 78205

                                 100% No Load

                      Be Sure to Retain This Prospectus;
                       It Contains Valuable Information

================================================================================
   IMPORTANT ADDITIONAL INFORMATION FOR SHAREHOLDERS OF UNITED SERVICES FUNDS
                              U.S. GOLD SHARES FUND
                           U.S. GLOBAL RESOURCES FUND
                              U.S. WORLD GOLD FUND

                           JULY 29, 1996 SUPPLEMENT TO
                        PROSPECTUS DATED NOVEMBER 1, 1995
                          AS SUPPLEMENTED JUNE 10, 1996

HOW TO PURCHASE SHARES--P. 15
All  purchases  of shares  are  subject to  acceptance  by the Trust and are not
binding until  accepted.  United Services Funds reserves the right to reject any
application or  investment.  Orders  received by the Fund's  transfer agent or a
sub-agent  before 4:00 p.m.,  Eastern time,  Monday through Friday  exclusive of
business  holidays,  and  accepted by the Fund will receive the share price next
computed after receipt of the order.

HOW TO REDEEM SHARES--P. 18
You may redeem any or all of your shares at will.  Redemption  requests received
in proper order by the Fund's  transfer  agent or a sub-agent  before 4:00 p.m.,
Eastern time,  Monday through Friday exclusive of business holidays will receive
the share price next computed after receipt of the request.

HOW TO SPEED REDEMPTIONS--P. 18
To redeem  your Fund  shares by  telephone,  you may call the Fund and direct an
exchange  out of the Fund into an  identically  registered  account  in a United
Services treasury money market fund ($1,000 minimum initial investment). You may
then write a check against your treasury money market fund account.  See "How to
Exchange Shares" in the prospectus for a description of exchanges, including the
$5 exchange fee. Call 1-800-426-6635 for more information  concerning  telephone
redemption and a treasury money market fund prospectus.

MANAGEMENT OF THE FUNDS, THE INVESTMENT ADVISOR--P. 26
The Transfer Agency  Agreement with the Trust provides for each Fund to pay USSI
an annual fee of $23.00 per account (1/12 of $23.00 monthly). In connection with
obtaining/providing  administrative  services to the beneficial  owners of Trust
shares through  broker-dealers,  banks, trust companies and similar institutions
which  provide such  services and maintain an omnibus  account with the Transfer
Agent,  each  Fund  shall  pay to the  Transfer  Agent a  monthly  fee  equal to
one-twelfth  (1/12) of 12.5 basis points  (.00125) of the value of the shares of
the Funds held in accounts at the  institutions,  which payment shall not exceed
$1.92  multiplied by the average daily number of accounts holding Trust share at
the institution.

Investment Objectives and Considerations--p. 1
Each investor is responsible for determining whether or not an investment in the
Fund is appropriate for his or her needs.
 ................................................................................
                            UNITED SERVICES FUNDS

              U.S. GOLD SHARES FUND, U.S. GLOBAL RESOURCES FUND,
                             U.S. WORLD GOLD FUND
 
                               P.O. BOX 781234
                        SAN ANTONIO, TEXAS 78278-1234
                       1-800-873-8637 (1-800-US-FUNDS)
               (INFORMATION, SHAREHOLDER SERVICES AND REQUESTS)
 
                                  PROSPECTUS
 
                               NOVEMBER 1, 1995
 
     This prospectus presents information that a prospective investor should
know about the U.S. Gold Shares Fund, the U.S. Global Resources Fund and the
U.S. World Gold Fund, three no-load mutual funds (the "Fund(s)") of United
Services Funds (the "Trust"). Each Fund has a different investment objective
and is designed to meet different investment needs. SOME OF THESE FUNDS
INVOLVE SPECIAL RISKS AND ARE HIGHLY SPECULATIVE. EACH OF THE FUNDS MAY INVEST
UP TO 10% OF THE VALUE OF THEIR RESPECTIVE NET ASSETS IN RESTRICTED
SECURITIES. (SEE SPECIAL RISKS ON PAGE 11.) SHARES OF THE TRUST ARE NOT
INSURED, GUARANTEED, SPONSORED, RECOMMENDED OR APPROVED BY THE UNITED STATES
OR ANY AGENCY OR OFFICER THEREOF. Read and retain this prospectus for future
reference.

     A Statement of Additional Information dated November 1, 1995, has been
filed with the Securities and Exchange Commission and is incorporated herein
by reference. This Statement is available free from United Services Funds upon
written request at the address set forth above or by calling 1-800-873-8637.

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

<PAGE>
                           TABLE OF CONTENTS

                                        PAGE
                                        ----
SUMMARY OF FEES AND EXPENSES.........     2
FINANCIAL HIGHLIGHTS.................     4
INVESTMENT OBJECTIVES AND
  CONSIDERATIONS.....................     8
  U.S. Gold Shares Fund..............     8
  U.S. Global Resources Fund.........     8
  U.S. World Gold Fund...............     9
COMMON INVESTMENT POLICIES...........    10
SPECIAL RISKS........................    11
HOW TO PURCHASE SHARES...............    14
HOW TO EXCHANGE SHARES...............    17
HOW TO REDEEM SHARES.................    18
HOW SHARES ARE VALUED................    22
DIVIDENDS AND TAXES..................    22
THE TRUST............................    24
MANAGEMENT OF THE FUNDS..............    25
PERFORMANCE INFORMATION..............    27

                         SUMMARY OF FEES AND EXPENSES

     The following summary, which is based on actual expenses and average net
assets for each Fund for the year ended June 30, 1995, is provided to assist
you in understanding the various costs and expenses a shareholder in each
respective Fund could bear directly and indirectly.

                                        GOLD      GLOBAL      WORLD
                                        SHARES   RESOURCES    GOLD
                                        FUND       FUND       FUND
                                        -----    ---------    -----
SHAREHOLDER TRANSACTION EXPENSES
     Maximum Sales Load..............   None      None        None
     Redemption Fee..................   None      None        None
     Administrative Exchange Fee.....      $5         $5         $5
     Short-term Trading Fee (on the
        redemption or the exchange of
        shares held less than 14
        calendar days)...............   0.10%      0.10%      0.10%
     Account Closing Fee (does not
        apply to exchanges)..........     $10        $10        $10
ANNUAL FUND OPERATING EXPENSES (AS A
  PERCENTAGE OF AVERAGE NET
  ASSETS)(1)
     Management Fees.................    .73%      1.00%      1.00%
     12b-1 Fees......................    None       None       None
     Other Expenses..................    .25%       .63%       .21%
     Transfer Agency Fees............    .40%       .73%       .29%
     Accounting Services Fees........    .04%       .13%       .05%
Total Fund Operating Expenses........   1.42%      2.49%      1.55%

                                      2
<PAGE>
     A shareholder who requests delivery of redemption proceeds by wire
transfer will be subject to a $10 charge. International wires will be charged
more.

HYPOTHETICAL EXAMPLE OF EFFECT OF FUND EXPENSES:

     You would pay the following expenses on a $1,000 investment, assuming 5%
annual return:

                                         GOLD         GLOBAL       WORLD
                                        SHARES       RESOURCES     GOLD
                                         FUND          FUND        FUND
                                       ---------     ---------   ---------
1 year...............................  $      25       $  35     $      26
3 years..............................         55          88            59
5 years..............................         88         143            95
10 years.............................        181         293           195

Included in these estimates is the account closing fee of $10 for each period.
This is a flat charge which does not vary with the size of your investment.
Accordingly, for investments larger than $1,000 your total expenses will be
substantially lower in percentage terms than this illustration implies. The
examples should not be considered a representation of past or future expenses.
Actual expenses may be greater or less than those shown.
- ------------------------------------------------------------------------------

(1)  Annual Fund Operating Expenses are based on each Fund's historical
expenses. Management fees are paid to United Services Advisors, Inc. (the
"Advisor") for maintaining its investments and business affairs. Each Fund
incurs other expenses for maintaining shareholder records, furnishing
shareholder statements and reports and for other services. Transfer agency and
accounting services fees are paid to United Shareholder Services, Inc. ("USSI"
or the "Transfer Agent"), a subsidiary of the Advisor, and are not charged
directly to individual shareholder accounts. The Transfer Agent charges the
Fund $23.00 per shareholder account per year. The account closing fee will be
paid by the shareholder directly to the Transfer Agent which will, in turn,
reduce its charges to the Fund by a like amount. Please refer to the section
entitled "Management of the Funds" on Page 25 for further information.

                                      3
<PAGE>
                            FINANCIAL HIGHLIGHTS
                            U.S. GOLD SHARES FUND

     The following per share data and ratios for a share of beneficial
interest outstanding throughout each of the five years ended June 30, 1995
have been audited by Price Waterhouse LLP, the Fund's Independent Accountants.
The related financial statements and the report of Independent Accountants are
included in the Fund's 1995 Annual Report to Shareholders and are incorporated
by reference into the Statement of Additional Information ("SAI"). In addition
to the data set forth below, further information about the performance of the
Fund is contained in the Annual Report to Shareholders and SAI which may be
obtained without charge.

     Selected data for a capital share outstanding throughout each year is as
follows:
<TABLE>
<CAPTION>
                                                                        YEAR ENDED JUNE 30,
                                            ----------------------------------------------------------------------------------------
                                            1995      1994    1993     1992     1991      1990      1989      1988    1987    1986 
                                            ----------------------------------------------------------------------------------------
<S>                                         <C>       <C>       <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>      
Per Share Operating Performance:                                                                                                   
Net asset value, beginning of period .......$    2.48     2.49     2.21     3.57    3.82     3.77    3.74   6.32    3.32       5.33
                                            ---------  -------  -------  -------  ------   ------  ------  -----  ------   --------
  Net investment income(c) .................      .06      .07      .04      .07     .10      .16     .20    .30     .33        .30 
  Net realized and unrealized gain 
   (loss) on investments(d) ................     (.33)    (.02)     .29    (1.35)   (.25)     .08     .04  (2.48)   3.02      (2.05)
                                            ---------  -------  -------  -------  ------   ------  ------  -----  ------   --------
Total from investment operations ...........     (.27)     .05      .33    (1.28)   (.15)     .24     .24  (2.18)   3.35      (1.75
                                            =========  =======  =======  =======  ======   ======  ======  =====  ======   ========
Less dividends and distributions:                                                                                     
  Dividends from net investment income .....     (.06)    (.06)    (.04)    (.08)   (.10)    (.19)   (.21)  (.40)    (.35)     (.26)
  Distributions in excess of net investment                                                                                        
   income(e) ...............................     (.01)      --     (.01)      --      --       --      --     --       --       -- 
  Distributions from net realized gains ....       --       --       --       --      --       --      --     --       --       --
                                             --------  -------  ------- -------- -------  -------  -------  -----  ------   -------
Total dividends and distributions ..........     (.07)    (.06)    (.05)    (.08)   (.10)    (.19)    (.21)  (.40)   (.35)     (.26)
                                             ========  =======  =======  ======= =======  =======  ======= ======  ======   =======
Net asset value, end of period ............. $   2.14     2.48     2.49    2.21     3.57     3.82     3.77   3.74    6.32      3.32
                                             ========  =======  =======  ======= =======  =======  ======= ======  ======   =======
Total Investment Return(f)..................   (11.21)%   1.85    16.70   (36.45)  (3.77)    5.51     7.03 (36.44) 105.96    (33.81)
Ratios/Supplemental Data:                                                                                             
Net assets, end of period (in thousands) ... $211,171  263,827  299,808  187,937 343,148  295,108  239,111 238,051 407,603  214,690
Ratio of expenses to average net assets ....  1.42%(g)    1.46     1.88     1.54    1.54     1.46     1.54    1.31    1.32     1.27
                                             ========  =======  =======  ======= =======  =======  ======= ======= =======  =======
Ratio of net income to average net assets ..   2.47(g)    2.61     2.58     2.52    2.71     3.80     5.46    5.10    6.45     6.90
                                             ========  =======  =======  ======= =======  =======  ======= ======= =======  =======
Portfolio turnover rate ....................    32.75%   29.40    19.93    24.69   48.94    13.13     7.49   18.05   23.75    13.88
                                             ========  =======  =======  ======= =======  =======  ======= ======= =======  =======
</TABLE>                                                    

                                                                   (CONTINUED)

                                      4
<PAGE>
                             FINANCIAL HIGHLIGHTS
                          U.S. GLOBAL RESOURCES FUND

     The following per share data and ratios for a share of beneficial
interest outstanding throughout each of the five years ended June 30, 1995
have been audited by Price Waterhouse LLP, the Fund's Independent Accountants.
The related financial statements and the report of Independent Accountants are
included in the Fund's 1995 Annual Report to Shareholders and are incorporated
by reference into the Statement of Additional Information ("SAI"). In addition
to the data set forth below, further information about the performance of the
Fund is contained in the Annual Report to Shareholders and SAI which may be
obtained without charge.

     Selected data for a capital share outstanding throughout each year is as
follows:
<TABLE>
<CAPTION>
                                                                        YEAR ENDED JUNE 30,
                                            ----------------------------------------------------------------------------------------
                                            1995      1994    1993     1992     1991      1990      1989      1988    1987    1986 
                                            ----------------------------------------------------------------------------------------
<S>                                         <C>       <C>       <C>      <C>      <C>      <C>     <C>     <C>     <C>      <C>    
Per Share Operating Performance:
Net asset value, beginning of period...... $  5.74  $   6.10      5.78    5.76     6.31     7.07     7.67    11.00    5.29     5.38 
                                           -------  --------   -------  ------   ------    -----   ------   ------   -----    ----- 
  Net investment income(c)................    (.03)     (.02)      .01     .00      .03      .12      .13      .14    (.19)     .00 
  Net realized and unrealized gain                               
   (loss) on investments(d)...............     .36      (.18)      .35     .25     (.12)     .02     (.33)   (2.77)   5.90     (.09)
                                           -------  --------   -------  ------   ------   ------   ------   ------  ------   ------ 
Total from investment operations..........     .33      (.20)      .36     .25     (.09)     .14     (.20)   (2.63)   5.71     (.09)
                                           =======   =======   =======  ======   ======   ======   ======   ======  ======    =====
Less dividends and distributions:                                                                                                  
  Dividends from net investment income....      --        --      (.01)   (.07)    (.04)    (.50)      --       --      --       -- 
  Distributions in excess of net                                                                                                   
   investment income(e)...................      --      (.01)     (.03)     --       --       --       --       --      --       --
  Distributions from net realized gains...      --      (.15)       --    (.16)    (.42)    (.40)    (.40)    (.70)     --       --
  Distributions in excess of net                                                                                 
   realized gain(e).......................    (.31)       --        --      --       -- 
Total dividends and distributions.........    (.31)     (.16)     (.04)   (.23)    (.46)    (.90)    (.40)    (.70)     --       --
                                           =======   ========   ======  ======   ======   ======   ======   ======  ======   ======
Net asset value, end of period...........  $  5.76   $  5.74      6.10    5.78     5.76     6.31     7.07     7.67   11.00     5.29
                                           =======   ========   ======  ======   ======   ======   ======   ======  ======   ======
Total Investment Return(f)...............     5.94%    (3.73)%    6.46    4.31    (1.26)    (.47)   (2.36)  (24.01) 107.55    (1.84)
Ratios/Supplemental Data:     
Net assets, end of period (in thousands).  $21,452   $21,620    23,939  25,384   28,157   31,694   31,694   37,064  44,930   76,157
Ratio of expenses to average net assets..   2.49%(g)    2.43      2.46    2.33     2.43     2.10     2.04     (.49)   2.90     1.89
                                           =======   =======    ======  ======   ======   ======   ======   ======  ======   ======
Ratio of net income to average net assets.(0.60)%(g)    (.34)      .17     .61      .58     1.37     1.78     1.78   (1.64)    (.45)
                                           =======   ========   ======  ======   ======   ======   ======   ======  ======   ======
Portfolio turnover rate..............      50.24%      57.74    119.69   55.07    81.80    70.22    21.31    26.78    7.98    83.49 
                                           =======   ========   ======  ======   ======   ======   ======   ======  ======   ======
</TABLE>
                                                                   (CONTINUED)

                                      5
<PAGE>
                             FINANCIAL HIGHLIGHTS
                             U.S. WORLD GOLD FUND

     The following per share data and ratios for a share of beneficial
interest outstanding throughout each of the five years ended June 30, 1995
have been audited by Price Waterhouse LLP, the Fund's Independent Accountants.
The related financial statements and the report of Independent Accountants are
included in the Fund's 1995 Annual Report to Shareholders and are incorporated
by reference into the Statement of Additional Information ("SAI"). In addition
to the data set forth below, further information about the performance of the
Fund is contained in the Annual Report to Shareholders and SAI which may be
obtained without charge.

     Selected data for a capital share outstanding throughout each year is as
follows:
<TABLE>
<CAPTION>
                                                                        YEAR ENDED JUNE 30,
                                           -------------------------------------------------------------------------------   PERIOD
                                             1995     1994       1993     1992     1991     1990     1989     1988    1987  ENDED(A)
                                           --------  -------    ------   ------   ------   ------   ------   ------  ------  -------
<S>                                       <C>        <C>        <C>      <C>      <C>      <C>      <C>      <C>     <C>    <C>
Per Share Operating Performance:                                                                                          
Net asset value, beginning of period .....$ 15.63      14.59      9.51    10.04    10.77    11.57    14.03    20.47   9.61    10.00
                                          ---------  -------   -------   ------   ------   ------   ------   ------  ------  -------
  Net investment income(c) ...............  (.12)       (.09)     (.12)    (.13)    (.10)    (.04)     .02      .00    .00      .00
  Net realized and unrealized gain (loss)                                                                                         
   on investments(d) .....................   .33        1.13      5.20     (.40)    (.63)    (.66)   (2.48)   (4.14) 11.06     (.39)
                                          --------   -------   -------   ------   ------   ------   ------   ------  ------  -------
Total from investment operations .........   .21        1.04      5.08     (.53)    (.73)    (.70)   (2.46)   (4.14) 11.06     (.39)
                                          ========   =======   =======   ======   ======   ======   ======   ======  ======  =======
Less dividends and distributions:           
  Dividends from net investment income ...    --          --        --       --       --     (.10)      --       --     --       --
  Distributions in excess of net                                                                                                  
   investment income(e) ..................  (.03)         --        --       --       --       --       --       --     --       --
  Distributions from net realized gains ..    --          --        --       --       --       --       --    (2.30)  (.20)      --
                                          ========   =======   =======   ======   ======   ======   ======   ======  ======  =======
Total dividends and distributions ........  (.03)         --        --       --       --     (.10)      --    (2.30)  (.20)      --
                                          ========   =======   =======   ======   ======   ======   ======   ======  ======  =======
Net asset value, end of period ...........$15.81    $  15.63     14.59     9.51    10.04    10.77    11.57    14.03  20.47     9.61
                                          ========   =======   =======   ======   ======   ======   ======   ======  ======  =======
Total Investment Return(f) ...............  1.36%       7.13     53.58    (5.37)   (7.03)   (7.02)  (16.42)  (21.29) 116.80   (6.66)
Ratios/Supplemental Data:
Net assets, end of period (in                                                                                                     
  thousands) .............................$181,473   202,819   109,805   57,942   65,423   72,626   85,119  104,273 126,839  27,332
Ratio of expenses to average net assets ..   1.55%(g)   1.53      2.00     2.20     2.22     1.95     2.00     1.47    1.47  1.51(b)
                                          ========   =======   =======   ======   ======   ======   ======   ======  ======  =======
Ratio of net income to average net assets    (.66)%(g)  0.66     (1.15)   (1.18)    (.95)    (.24)     .13      .04    (.05)  .01(b)
                                          ========   =======   =======   ======   ======   ======   ======   ======  ======  =======
Portfolio turnover rate ..................   28.02%    19.65     26.05    47.28    44.46    25.52    20.02    39.20   43.66 31.42(b)
                                          ========   =======   =======   ======   ======   ======   ======   ======  ======  =======
</TABLE>

                                                 (FOOTNOTES ON FOLLOWING PAGE)

                                      6
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)

(a)  For the period from November 29, 1985 (date of commencement of
operations) to June 30, 1986; (b) Annualized; the ratios are not necessarily
indicative of twelve months of operations; (c) Net of expense reimbursements;
(d) Includes the effect of capital share transactions throughout the year; (e)
Distributions in excess of net investment income and net realized gains and
tax returns of capital are presented in accordance with SOP 93-2,
Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gain, and Return of Capital Distribution by Investment Companies,
which was first implemented by the Funds in fiscal 1993. Information for prior
years has not been restated; (f) Total return does not reflect the effect of
account fees; (g) Expense ratio is net of expense reimbursements or fee
waivers by the Advisor. Had such reimbursements not been made, the expense
ratio subject to the most restrictive state limitation would have been 1.47%,
2.51% and 1.58%, and the net investment income ratio would have been 2.43%,
(0.62)% and (0.69)% for the Gold Shares, Global Resources and World Gold
Funds, respectively.

                                      7
<PAGE>
                   INVESTMENT OBJECTIVES AND CONSIDERATIONS

     United Services Funds (the "Trust") offers investors three natural
resources funds: the U.S. Gold Shares Fund ("Gold Shares Fund"), U.S. Global
Resources Fund ("Global Resources Fund") and U.S. World Gold Fund ("World Gold
Fund"). Each Fund has a principal objective of long-term growth of capital as
well as protection against inflation and monetary instability. The Gold Shares
Fund has a secondary objective of current income. The Gold Shares Fund invests
a substantial portion of its assets in issuers located in the Republic of
South Africa, and while the World Gold Fund may invest in South African
issuers, typically it does not. The Gold Shares Fund and the World Gold Fund
invest primarily in gold-related issuers; the Global Resources Fund may
diversify its investments substantially among all natural resources.

U.S. GOLD SHARES FUND

     The primary investment objective of the Gold Shares Fund is to seek
long-term growth of capital as well as protection against inflation and
monetary instability. Current income is a secondary objective.

     The Gold Shares Fund concentrates its investments in common stocks of
companies involved in exploration for, mining of, processing of, or dealing in
gold with emphasis on stocks of foreign companies. Normally, at least 65% of
the Gold Shares Fund's total net assets will be invested in securities of
companies involved in gold operations. The Gold Shares Fund may also invest in
the securities of issuers engaged in operations related to silver and other
precious metals and may be subject to risks not present with other mutual
funds. See "Special Risks."

     The Advisor believes that, over the long term, the value of gold and
other precious metals will increase and the value of securities of companies
involved in gold operations will also increase.

     The Gold Shares Fund may invest 10% of the value of its net assets in
securities which are subject to legal or contractual restrictions on resale
and may also invest in warrants. See "Special Risks."

U.S. GLOBAL RESOURCES FUND

     The principal objective of the Global Resources Fund is to provide
long-term growth of capital as well as protection against inflation and
monetary instability. Current income is not a consideration.

     The Global Resources Fund concentrates its investments in the equity
securities of large capitalization companies primarily engaged in the
exploration, mining, processing, fabrication and distribution of natural
resources of any kind, including timber, hydrocarbons, minerals and metals
such as platinum, uranium, strategic metals, gold, silver, diamonds, coal, oil
and phosphates. Consistent with its investment objectives, the Global
Resources

                                      8
<PAGE>
Fund may diversify its investments substantially among all natural resources.
The Global Resources Fund may invest in small issuers and may also invest up
to 5% of its total net assets in warrants.

     The Global Resources Fund may invest in issuers located in any part of
the world. There is no limit on the Global Resources Fund's investment in the
securities of foreign issuers. The Global Resources Fund is highly
speculative. See "Special Risks."

U.S. WORLD GOLD FUND

     The principal objective of the World Gold Fund is to provide long-term
growth of capital as well as protection against inflation and monetary
instability. Current income is not a consideration.

     The World Gold Fund concentrates its investments in the equity securities
of companies primarily engaged in the exploration, mining, processing,
fabrication and distribution of gold or other metals, such as silver,
platinum, uranium, strategic metals, and natural resources such as diamonds,
coal, oil and phosphates.

     The World Gold Fund seeks to achieve this investment objective by
investing at least 25% of its total assets in the securities of companies
principally engaged in natural resource operations. Under normal
circumstances, at least 65% of its total net assets will be invested in the
securities of companies involved in the exploration for, mining and processing
of, or dealing in, gold.

     The World Gold Fund may invest in issuers located in any part of the
world. There is no limit on the World Gold Fund's investment in securities of
foreign issuers. The World Gold Fund may also invest up to 5% of its total net
assets in warrants. The World Gold Fund is highly speculative. The World Gold
Fund may invest in small issuers. See "Special Risks."

                                      9
<PAGE>
                          COMMON INVESTMENT POLICIES

DEFENSIVE INVESTMENT STRATEGY

     Each Fund can be temporarily invested, without limitation, other than its
investment restrictions, in short-term money market instruments, if in the
opinion of the Advisor, market conditions warrant.

ILLIQUID SECURITIES

     Subject to any other investment restrictions, each Fund's investments in
illiquid securities (which includes securities without readily available
market quotations, repurchase agreements with maturities in excess of seven
days, and restricted securities) is limited, in the aggregate, to 10% of total
net assets.

PUT AND CALL OPTIONS

     SELLING (OR WRITING) COVERED CALL OPTIONS.  Each Fund may sell (or write)
covered call options on portfolio securities to hedge against adverse
movements in the prices of these securities. A call option gives the buyer of
the option, upon payment of a premium, the right to call upon the writer to
deliver a security on or before a fixed date at a predetermined price,
referred to as the strike price. If the price of the hedged security should
fall or remain below the strike price, the Fund will not be called upon to
deliver the security, and the Fund will retain the premium received for the
option as additional income, offsetting all or part of any decline in the
value of the security. The hedge provided by writing covered call options is
limited to a price decline in the security of no more than the option premium
received by the Fund for writing the option. If the security owned by the Fund
appreciates above the option's strike price, the Fund will generally be called
upon to deliver the security, which will prevent the Fund from receiving the
benefit of any price appreciation above the strike price.

     BUYING CALL OPTIONS.  Each Fund may purchase call options on securities
which each Fund intends to purchase to take advantage of anticipated positive
movements in the prices of these securities. Each Fund will realize a gain
from the exercise of a call option if, during the option period, the price of
the underlying security to be purchased increases by more than the amount of
the premium paid. A Fund will realize a loss equal to all or a portion of the
premium paid for the option if the price of the underlying security decreases
or does not increase by more than the premium.

     BUYING PUT OPTIONS.  Each Fund may purchase put options on portfolio
securities to hedge against adverse movements in the prices of these
securities. Each Fund may also purchase put options on securities the Fund
does not currently hold if the Fund anticipates that the price of such
securities may decrease during the option period. A put option gives the buyer
of the option, upon payment of a premium, the right to sell a security

                                      10
<PAGE>
to the writer of the option on or before a fixed date at a predetermined
price. Each Fund will realize a gain from the exercise of a put option if,
during the option period, the price of the security declines by an amount in
excess of the premium paid. Each Fund will realize a loss equal to all or a
portion of the premium paid for the option if the price of the security
increases or does not decrease by more than the premium.

     CLOSING TRANSACTIONS.  Each Fund may dispose of an option written by the
Fund by entering into a "closing purchase transaction" for an identical option
and may dispose of an option purchased by the Fund by entering into a "closing
sale transaction" for an identical option. In each case, the closing
transactions will have the effect of terminating the rights of the option
holder and the obligations of the option purchaser and will result in a gain
or loss to the Fund based upon the relative amount of the premiums paid or
received for the original option and the closing transaction. Each Fund may
sell (or write) put options solely for the purpose of entering into closing
sale transactions.

     INDEX OPTIONS.  Each Fund may purchase and sell call options and purchase
put options on stock indices in order to manage cash flow, reduce equity
exposure, or to remain fully invested in equity securities. Options on
securities indices are similar to options on a security except that, upon the
exercise of an option on a securities index, settlement is made in cash rather
than in specific securities.

     LIMITATIONS.  Each Fund may purchase and sell only call options that are
listed on a securities exchange. Each Fund may also purchase put options that
are listed and traded on securities exchanges or quoted on NASDAQ. Not more
than 2% of each Fund's total net assets may be invested in premiums on put
options, and not more than 25% of the Fund's total net assets may be subject
to put options. A Fund will not purchase any option if, immediately
thereafter, the aggregate market value of all outstanding options purchased
and written by the Fund would exceed 5% of the Fund's total assets. A Fund
will not write any call option if, immediately thereafter, the aggregate value
of the Fund's securities subject to outstanding call options would exceed 25%
of the value of each Fund's total assets.

GOLD AND GOLD BULLION

     The Gold Shares Fund and the World Gold Fund may invest up to 10% of each
Fund's respective total net assets in gold or gold bullion.

                                SPECIAL RISKS

GOLD AND SILVER SECURITIES

     Investment in gold and silver securities presents risks because the price
of gold and silver has fluctuated substantially over short periods of time.

                                      11
<PAGE>
Prices may be affected by unpredictable international monetary and political
policies, such as currency devaluations or revaluations, economic and social
conditions within an individual country, trade imbalances or trade or currency
restrictions between countries. The price of gold and silver mining shares
frequently fluctuates even more dramatically than the price of gold and
silver. THE GOLD SHARES FUND HAS SIGNIFICANT INVESTMENTS IN SOUTH AFRICAN
ISSUERS. THE UNSTABLE POLITICAL AND SOCIAL CONDITIONS IN SOUTH AFRICA AND THE
UNSETTLED POLITICAL CONDITIONS PREVAILING IN NEIGHBORING COUNTRIES MAY HAVE
DISRUPTIVE EFFECTS ON THE MARKET PRICES OF THE INVESTMENTS OF THE GOLD SHARES
FUND AND MAY IMPAIR ITS ABILITY TO HOLD INVESTMENTS IN SOUTH AFRICAN ISSUERS.

GOLD AND GOLD BULLION

     Because gold and gold bullion do not generate investment income, the
return to the Gold Shares Fund or the World Gold Fund from such investments
will be derived solely from the gains and losses realized by the Fund upon the
sale of the gold and gold bullion. Each Fund may also incur storage and other
costs relating to its investments in gold and gold bullion. Under certain
circumstances, these costs may exceed the custodial and brokerage costs
associated with investments in portfolio securities.

FOREIGN SECURITIES

     Investment in foreign securities may involve risks not present in
domestic investment. These include fluctuating exchange rates, the fact that
foreign issuers may be subject to different, and in some cases, less
comprehensive accounting, financial reporting and disclosure standards than
are domestic issuers; the risk of adverse changes in foreign investment or
exchange control regulations; expropriation or confiscatory taxation;
political or financial instability; or other developments which can affect
investments. All of the Funds may invest in the securities of foreign issuers
that are listed on a domestic or foreign exchange, quoted on NASDAQ, or traded
in the domestic or foreign over-the-counter market.

INVESTMENT IN SMALL ISSUERS

     The Global Resources Fund and the World Gold Fund may invest in small
companies for which it is difficult to obtain reliable information and
financial data. The securities of these smaller companies may not be readily
marketable, making it difficult to dispose of shares when it may otherwise be
advisable. In addition, certain issuers in which a Fund may invest may face
difficulties in obtaining the capital necessary to continue in operation and
may become insolvent, which may result in a complete loss of the Fund's
investment in such issuers.

RESTRICTED SECURITIES

     Investment in restricted securities, that is, securities which are
subject to legal or contractual restrictions on resale, may present certain
risks due to

                                      12
<PAGE>
the difficulty a Fund may have in disposing of such securities at a specified
time. The disposition of these securities may be restricted under Federal
securities laws, and, as a result, a Fund may either be unable to dispose of
such investments or be forced to dispose of them at less than their fair
value. A Fund may be subject to time delays and incur costs or losses as a
result of having to hold the restricted securities in its portfolio for a
longer period than intended.

BORROWING
 
     As a fundamental policy, each Fund may borrow from a bank up to a limit
of 5% of the total assets of that Fund as a temporary measure (for emergency
purposes). Such borrowings may be deemed desirable or appropriate to meet
redemption requests or other temporary demands for cash. For example, rather
than incurring the trading costs associated with liquidating portfolio
securities to raise cash to pay for shareholder redemptions, the Fund may
temporarily borrow cash from a bank and, if subsequent shareholder purchases
do not provide the cash to cover the redemptions, liquidate portfolio
securities in an orderly manner to repay the borrowed cash. To the extent that
a Fund borrows money prior to selling securities, the Fund would be leveraged
such that the Fund's net assets may appreciate or depreciate in value more
than an unleveraged portfolio of similar securities. In addition, to protect
shareholders under such circumstances, the Funds have imposed a short-term
trading fee.
 
LENDING OF PORTFOLIO SECURITIES
 
     Each Fund may lend securities to broker-dealers or institutional
investors for their use in connection with short sales, arbitrages and other
securities transactions. A Fund will not lend portfolio securities unless the
loan is secured by collateral (consisting of any combination of cash, United
States Government securities or irrevocable letters of credit) in an amount at
least equal (on a daily mark-to-market basis) to the current market value of
the securities loaned. In the event of a bankruptcy or breach of agreement by
the borrower of the securities, a Fund could experience delays and costs in
recovering the securities loaned. A Fund will not enter into securities
lending agreements unless its custodian bank/lending agent will fully
indemnify the Fund against loss due to borrower default. A Fund may not lend
securities with an aggregate market value of more than one-third of the Fund's
total net assets.
 
REPURCHASE AGREEMENTS
 
     Each Fund may invest a portion of its assets in repurchase agreements
with domestic broker-dealers, banks and other financial institutions, provided
the Fund's custodian always has possession of securities serving as collateral
or has evidence of book entry receipt of such securities. In a repurchase
agreement, a Fund purchases securities subject to the seller's agreement to
repurchase such securities at a specified time (normally one
 
                                      13
<PAGE> 
day) and price. The repurchase price reflects an agreed-upon interest rate
during the time of investment. All repurchase agreements must be
collateralized by United States Government or government agency securities,
the market values of which equal or exceed 102% of the principal amount of the
repurchase obligation. If an institution enters an insolvency proceeding, the
resulting delay in liquidation of securities serving as collateral could cause
the Fund some loss if the value of the securities declined prior to
liquidation. To minimize the risk of loss, a Fund will enter into repurchase
agreements only with institutions and dealers which the Board of Trustees
considers creditworthy.
 
     The Global Resources Fund and the World Gold Fund may invest up to 10% of
their respective total net assets in repurchase agreements of more than seven
days maturity.
 
SPECIAL LIMITATIONS
 
     The investment objective of each Fund may not be changed without the vote
of a majority of that Fund's outstanding voting securities.
 
     Each Fund may: (1) borrow up to 5% of the total assets of that Fund as a
temporary measure (for extraordinary purposes); (2) invest up to 5% of the
value of the total assets of that Fund in securities of any one issuer (except
such limitation does not apply to obligations issued or guaranteed by the U.S.
Government, its agencies and/or instrumentalities); (3) not acquire more than
10% of the voting securities of any one issuer; (4) lend portfolio securities
with an aggregate market value of not more than one-third of such Fund's total
net assets; and (5) invest up to 5% of the total net assets in securities of
companies (including predecessors) that have been in continuous operation for
less than three years.
 
                            HOW TO PURCHASE SHARES
 
     The minimum initial investment is $1,000. The minimum subsequent
investment is $50. The minimum initial investment for persons enrolled in ABC
Investment PlanT is $100 and the minimum subsequent investment pursuant to
such a plan is $30 per month per account. There is no minimum purchase for
retirement plan accounts administered by the Advisor or its agents and a
reduced $50 minimum on initial purchases for custodial accounts for minors.
 
YOU MAY INVEST IN THE FOLLOWING WAYS:
 
BY MAIL
 
     Send your application and check or money order, made payable to the
respective Fund, to P.O. Box 781234, San Antonio, Texas 78278-1234.
 
     When making subsequent investments, enclose your check with the return
remittance portion of the confirmation of your previous investment or indicate
on your check or a separate piece of paper your name, address
 
                                      14
<PAGE> 
and account number and mail to the address mentioned above. Do not use the
remittance portion of your confirmation statement for a different fund as it
is pre-coded. This may cause your investment to be invested into the wrong
fund. If you wish to purchase shares in more than one fund, send a separate
check or money order for each fund. Third party checks will not be accepted;
and, the Trust reserves the right to refuse to accept second party checks.
 
BY TELEPHONE
 
     Once your account is open, you may make investments by telephone by
calling 1-800-US-FUNDS (1-800-873-8637). Investments by telephone are not
available in money market funds or any retirement account administered by the
Advisor or its agents. The maximum telephone purchase is ten times the value
of the shares owned, calculated at the last available net asset value. Payment
for shares purchased by telephone is due within seven (7) business days after
the date of the transaction. You cannot exchange shares purchased by telephone
until after the payment has been received and accepted by the Trust.
 
BY WIRE
 
     You may make your initial or subsequent investments in United Services
Funds by wiring funds. To do so, call United Services Funds for a confirmation
number and wiring instructions.
 
BY ABC INVESTMENT PLANT
 
     Once your account is open, you may make investments automatically by
completing the ABC Investment PlanT (Automatically Building Capital Investment
Plan) form authorizing United Services Funds to draw on your bank account
regularly for as little as $30 a month beginning within thirty (30) days after
the account is opened. You should inquire at your bank whether it will honor
debits through the Automated Clearing House ("ACH") or, if necessary,
preauthorized checks. You may change the date or amount of your investment or
discontinue the Plan any time by letter received by United Services Funds at
least five business days before the change is to become effective.
 
ADDITIONAL INFORMATION ABOUT PURCHASES
 
     All purchases of shares are subject to acceptance by the Trust and are
not binding until accepted. United Services Funds reserves the right to reject
any application or investment. Orders become effective as of 4:00 p.m. Eastern
time, Monday through Friday, exclusive of business holidays. Orders to
purchase shares of U.S. Gold Shares Fund will not be accepted after 3:00 p.m.
Eastern time. In the event that the NYSE and other financial markets close
earlier, as on the eve of a holiday, orders will become effective earlier in
the day at the close of trading on the NYSE.
 
                                      15
<PAGE> 
     If your telephone order to purchase shares is cancelled due to nonpayment
or late payment (whether or not your check has been processed by the Fund),
you will be responsible for any loss incurred by the Trust by reason of such
cancellation.
 
     If checks are returned unpaid due to nonsufficient funds, stop payment or
other reasons, the Trust will charge $20 and you will be responsible for any
loss incurred by the Trust with respect to cancelling the purchase.
 
     To recover any such loss or charge, the Trust reserves the right, without
further notice, to redeem shares of any fund already owned by any purchaser
whose order is cancelled, for whichever reason, and such a purchaser may be
prohibited from placing further investments unless the investments are
accompanied by full payment by wire or cashier's check.
 
     United Services Funds charges no sales commissions or "loads" of any
kind. However, investors may purchase and sell shares through registered
broker-dealers who may charge for their services.
 
     Investments paid for by checks drawn on foreign banks may be deferred
until such checks have cleared the normal collection process. In such
instances, any amounts charged to the Trust for collection procedures will be
deducted from the amount invested.
 
     If the Trust incurs a charge for locating a shareholder without a current
address, such charge will be passed through to the shareholder.

 
TAX IDENTIFICATION NUMBER
 
     Each Fund is required by Federal law to withhold and remit to the United
States Treasury a portion of the dividends, capital gain distributions and
proceeds of redemptions paid to any shareholder who fails to furnish the Fund
with a correct taxpayer identification number, who underreports dividend or
interest income or who fails to provide certification of tax identification
number. In order to avoid this withholding requirement, you must certify on
your application, or on a separate W-9 Form supplied by the Transfer Agent,
that your taxpayer identification number is correct and that you are not
currently subject to backup withholding or you are exempt from backup
withholding. For individuals, your taxpayer identification number is your
social security number.
 
     Instructions to exchange or transfer shares held in established accounts
will be refused until the certification has been provided. In addition, the
Funds assess a $50 administrative fee if the taxpayer identification number is
not provided by year end.
 
CERTIFICATES
 
     When you open your account, United Services Funds will send you a
confirmation statement, which will be your evidence that you have opened an
account with United Services Funds. The confirmation statement is non-
negotiable, so if it is lost or destroyed, you will not be required to buy a
lost
 
                                      16
<PAGE> 
instrument bond or be subject to other expense or trouble, as you would with a
negotiable stock certificate. At your written request, United Services Funds
will issue negotiable stock certificates. Unless your shares are purchased
with wired funds, a certificate will not be issued until 15 days have elapsed
from the time of purchase, or United Services Funds has satisfactory proof of
payment, such as a copy of your cancelled check. Negotiable certificates will
not be issued for fewer than 100 shares.
 
                            HOW TO EXCHANGE SHARES
 
     You have the privilege of exchanging into any of the other United
Services Funds which are registered in your state. An exchange involves the
simultaneous redemption (sale) of shares of one fund and purchase of shares of
another fund at the respective closing net asset value and is a taxable
transaction.
 
BY TELEPHONE
 
     You will automatically have the privilege to direct United Services Funds
to exchange your shares by calling toll free 1-800-US-FUNDS
(1-800-873-8637). Orders to exchange shares of U.S. Gold Shares Fund will not
be accepted after 3:00 p.m. Eastern time or at such earlier time in the day as
the net asset value per share is determined. In connection with such
exchanges, neither the Fund nor the Transfer Agent will be responsible for
acting upon any instructions reasonably believed by them to be genuine. The
shareholder, as a result of this policy, will bear the risk of loss. Each Fund
and/or its Transfer Agent will, however, employ reasonable procedures to
confirm that instructions communicated by telephone are genuine (including
requiring some form of personal identification, providing written confirmation
and tape recording conversations); and if either party does not employ
reasonable procedures, it may be liable for losses due to unauthorized or
fraudulent transactions.
 
BY MAIL
 
     You may direct United Services Funds in writing to exchange your shares
between identically registered accounts. The request must be signed exactly as
the name appears in the registration. (Before writing, read "Additional
Information About Exchanges.")
 
ADDITIONAL INFORMATION ABOUT EXCHANGES
 
     (1) There is a $5 charge, which is paid to United Shareholder Services,
("USSI" or the "Transfer Agent"), for each exchange transaction out of any
fund account. Retirement accounts administered by the Advisor or its agents
are charged $5 for each exchange exceeding three per quarter. The exchange fee
is charged to cover administrative costs associated with handling these
exchanges.
 
     (2) Like any other redemption, the Fund reserves the right to hold
redemption proceeds for up to seven days. In such event, the purchase side
 
                                      17
<PAGE>
of the exchange transaction will also be delayed. You will be notified
immediately if the Fund is exercising said right.
 
     (3) If the shares you wish to exchange are represented by a negotiable
stock certificate, the certificate must be returned before the exchange can be
effected.
 
     (4) Shares may not be exchanged unless you have furnished United Services
Funds with your tax identification number, certified as prescribed by the
Internal Revenue Code and Regulations, and the exchange is to an account with
like registration and tax identification number described at page 16.
 
     (5) Exchanges out of the United Services Funds' equity funds of shares
held less than 14 days are subject to a short-term trading fee described at
page 20.
 
     (6) The exchange privilege may be terminated at any time. The exchange
fee and other terms of the privilege are subject to change.
 
                             HOW TO REDEEM SHARES
 
     You may redeem any or all of your shares at will. United Services Funds
redeems shares at the net asset value next determined after it has received
and accepted a redemption request in proper order.
 
BY MAIL
 
     A written request for redemption must be in "proper order," which
requires delivery of the following to the Transfer Agent:
 
     (1) a written request for redemption signed by each registered owner
exactly as the shares are registered, the account number and the number of
shares or the dollar amount to be redeemed;
 
     (2) negotiable stock certificates for any shares to be redeemed for which
certificates have been issued;
 
     (3) signature guarantees when required; and
 
     (4) such additional documents as are customarily required to evidence the
authority of persons effecting redemptions on behalf of corporations,
executors, trustees, and other fiduciaries. Redemptions will not become
effective until all documents, in the form required, have been received by the
Transfer Agent. (Before writing, read "Additional Information About
Redemptions.")
 
SPECIAL REDEMPTION ARRANGEMENTS
 
     Special arrangements may be made by institutional investors, or on behalf
of accounts established by brokers, advisers, banks or similar institutions,
to have redemption proceeds transferred by wire to preestablished accounts
upon telephone instructions. For further information call the Trust at
1-800-873-8637.
 
                                      18
<PAGE> 
     Telephone redemptions are available for accounts with a balance of at
least $50,000. To establish telephone redemption privileges, call 1-800-873-
8637 for information.
 
SIGNATURE GUARANTEE
 
     Redemptions in excess of $15,000 require a signature guarantee. A
signature guarantee is required for all redemptions, regardless of the amount
involved, when the proceeds are to be paid to someone other than the
registered owner of the shares to be redeemed or if proceeds are to be mailed
to an address other than the registered address of record. When a signature
guarantee is required, each signature must be guaranteed by: (a) a federally
insured bank or thrift institution; (b) a broker or dealer (general
securities, municipal, or government) or clearing agency registered with the
U.S. Securities and Exchange Commission that maintains net capital of at least
$100,000; or (c) a national securities exchange or national securities
association. The guarantee must: (i) include the statement "Signature(s)
Guaranteed"; (ii) be signed in the name of the guarantor by an authorized
person, the person's printed name and position with guarantor; and (iii)
include a recital that the guarantor is federally insured, maintains the
requisite net capital or is a national securities exchange or association.
Shareholders living abroad may acknowledge their signatures before a U.S.
consular officer. Military personnel may acknowledge their signatures before
officers authorized to take acknowledgments (e.g., legal officers and
adjutants).
 
REDEMPTION PROCEEDS MAY BE SENT TO YOU:
 
BY MAIL
 
     If your redemption check is mailed, it is usually mailed within 48 hours;
however, the Fund reserves the right to hold redemption proceeds for up to
seven days. If the shares to be redeemed were purchased by check, the
redemption proceeds will not be mailed until the purchase check has cleared.
You may avoid this requirement by investing by bank wire (Federal funds).
Redemption checks may be delayed if you have changed your address in the last
30 days. Please notify the Fund promptly in writing, or by telephone, of any
change of address.
 
BY WIRE

     You may authorize the Fund to transmit redemption proceeds by wire,
provided you send written wiring instructions with a signature guarantee at
the time of redemption. Proceeds from your redemption will usually be
transmitted on the first business day following the redemption. However, the
Trust reserves the right to hold redemptions for up to seven days. If the
shares to be redeemed were purchased by check the redemption proceeds will not
be wired until the purchase check has cleared, which may take up to seven
days. There is a $10 charge to cover the wire, which is deducted from
redemption proceeds. International wires will be higher.

                                      19
<PAGE> 
ADDITIONAL INFORMATION ABOUT REDEMPTIONS
 
     The redemption price may be more or less than your cost, depending on the
net asset value of the Fund's portfolio next determined after your request is
received.
 
     A request to redeem shares in an IRA or similar retirement account must
be accompanied by an IRS Form W4-P and a reason for withdrawal as specified by
the IRS. Proceeds from the redemption of shares from a retirement account may
be subject to withholding tax.
 
     The Trust has the authority to redeem existing accounts and to refuse a
potential account the privilege of having an account in the Trust if the Trust
reasonably determines that the failure to so redeem, or to so prohibit, would
have a material adverse consequence to the Trust and its shareholders. No
account closing fee will be charged to investors whose accounts are closed
under this provision.
 
     Excessive short-term trading has an adverse impact on effective portfolio
management as well as upon Fund expenses. The Trust has reserved the right to
refuse investments from shareholders who engage in short-term trading.
 
SHORT-TERM TRADING FEE
 
     A short-term trading fee of ten basis points or .10% of the value of
shares redeemed or exchanged will be assessed to shareholders who redeem or
exchange shares of certain United Services Funds' equity funds (U.S. Gold
Shares Fund, U.S. World Gold Fund, U.S. Global Resources Fund, U.S. Income
Fund, U.S. All American Equity Fund, and U.S. Real Estate Fund) held less than
fourteen (14) calendar days. A fee of 1% of the value of shares redeemed or
exchanged will be assessed to shareholders who redeem or exchange shares of
the China Region Opportunity Fund held less than 180 calendar days.
 
ACCOUNT CLOSING FEE
 
     In order to reduce Fund expenses an account closing fee of $10 will be
assessed to shareholders who redeem all shares in their Fund account and
direct that redemption proceeds be directed to them by mail or wire. The
charge is payable directly to the Fund's Transfer Agent which, in turn, will
reduce its charge to the Fund by an equal amount. The purpose of the charge is
to allocate to the redeeming shareholders a more equitable portion of the
Transfer Agent's fee, including the cost of tax reporting, which is based upon
the number of shareholder accounts. The account closing fee does not apply to
exchanges between the funds of United Services Funds. This fee will not be
imposed on any account which is involuntarily redeemed.
 
                                      20
<PAGE> 
SMALL ACCOUNTS
 
     In order to reduce expenses of the Fund, the Trust may redeem all shares
in any shareholder account, other than active ABC Investment PlansT, UGMA/UTMA
and retirement plan accounts, if, for any period of more than three months,
the account has a net value of $500 or less and the reduction in value is not
due to market fluctuation. If the Fund elects to close such accounts, it will
notify shareholders whose accounts are below the minimum of its intention to
do so, and will provide those shareholders with an opportunity to increase
their accounts by investing a sufficient amount to bring their accounts up to
the minimum amount within ninety (90) days of the notice. No account closing
fee will be charged to investors whose accounts are closed under this
redemption provision.
 
OTHER SERVICES
 
     The Trust has available a number of plans and services to meet the
special needs of certain investors. Plans available include:
 
     (1) payroll deduction plans, including military allotments;
 
     (2) custodial accounts for minors;
 
     (3) a flexible, systematic withdrawal plan; and
 
     (4) various retirement plans such as IRA, SEP/IRA, 403(b)(7), 401(k) and
employer-adopted defined contribution plans.
 
     Application forms and brochures describing these plans and services can
be obtained from the Transfer Agent 1-800-US-FUNDS (1-800-873-8637).
 
     There is an annual charge for each retirement plan fund account with
respect to which Security Trust & Financial Company ("ST&FC"), a wholly-owned
subsidiary of the Advisor, acts as custodian (for example, $10 for IRAs and
$15 for SEP/IRAs, 403(b)(7)s, profit sharing and other such accounts). If this
administrative charge is not paid separately prior to the last business day of
a calendar year or prior to a total redemption, it will be deducted from the
shareholder's account.
 
SHAREHOLDER SERVICES
 
     United Shareholder Services, Inc., a wholly-owned subsidiary of the
Advisor, acts as transfer and dividend paying agent for all fund accounts.
Simply write or call 1-800-US-FUNDS for prompt service on any question about
your account.
 
24 HOUR CURRENT INFORMATION
 
     Shareholders can also access 24 hours a day current information on
yields, prices, latest dividends, account balances, and deposits and
redemptions for the previous and current months. Just call 1-800-US-FUNDS and
press the appropriate codes into your touch-tone phone.
 
                                      21
<PAGE> 
                            HOW SHARES ARE VALUED
 
     Shares of each Fund are purchased or redeemed, on a continuing basis
without a sales charge, at their next determined net asset value per share.
The net asset value per share of each Fund is calculated separately by United
Shareholder Services, Inc. Net asset value per share is determined and orders
become effective as of 4:00 p.m. Eastern time, Monday through Friday,
exclusive of business holidays on which the NYSE is closed, by dividing the
aggregate net assets of each Fund by the total number of shares of that Fund
outstanding. In the event that the NYSE and other financial markets close
earlier, as on the eve of a holiday, the net asset value per share will be
determined earlier in the day at the close of trading on the NYSE.
 
     A portfolio security listed or traded on a stock exchange or quoted on
NASDAQ is valued at the last reported sale price prior to the time when assets
are valued. Lacking any sales on that day, the security is valued at the mean
between the last reported bid and ask prices. Over-the-counter portfolio
securities for which market quotations are readily available are valued at the
mean between the most recent bid and ask prices as obtained from one or more
dealers that make markets in the securities. Portfolio securities which are
traded both in the over-the-counter market and on a stock exchange are valued
according to the broadest and most representative market as determined by the
Advisor. When market quotations are not readily available, or when restricted
securities or other assets are being valued, such assets are valued at fair
value as determined in good faith by or under procedures established by the
Board of Trustees.
 
     Debt securities with maturities of 60 days or less at the time of
purchase are valued on the basis of the amortized cost. This involves valuing
an instrument at its cost initially and, thereafter, assuming a constant
amortization to maturity of any discount or premium, regardless of the impact
of fluctuating interest rates on the market value of the instrument.
 
                             DIVIDENDS AND TAXES
 
     Each Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). By
complying with the applicable provisions of the Code, a Fund will not be
subject to Federal income tax on its net investment income and capital gain
net income that are distributed to shareholders.
 
     All income dividends and capital gain distributions are normally
reinvested, without charge, in additional full and fractional shares of the
Funds. Alternatively, investors may choose: (1) automatic reinvestment of
capital gain distributions in Fund shares and payment of income dividends in
cash; (2) payment of capital gain distributions in cash and automatic reinvest
ment of dividends in Fund shares; or (3) all income dividend and
 
                                      22
<PAGE> 
capital gain distributions paid in cash. The share price of the reinvestment
will be the net asset value of the Fund shares computed at the close of
business on the date the dividend or distribution is paid. Dividend checks
returned to the Funds as being undeliverable and dividend checks not cashed
after 180 days will automatically be reinvested at the price of the Fund on
the day returned or on or about the 181st day, and the distribution option
will be changed to "reinvest."
 
     At the time of purchase, the share price of a Fund may reflect
undistributed income, capital gain or unrealized appreciation of securities.
Any dividend or capital gain distribution paid to a shareholder shortly after
a purchase of shares will reduce the per share net asset value by the amount
of the distribution. Although in effect a return of capital to the
shareholder, these dividend and distributions are fully taxable.
 
     The Global Resources Fund and the World Gold Fund generally pay dividends
once each year (usually in December). The Gold Shares Fund generally pays
dividends twice each year (usually in June and December) and pays capital gain
distributions annually in December.
 
     Each Fund is subject to a nondeductible 4 percent excise tax calculated
as a percentage of certain undistributed amounts of taxable ordinary income
and capital gain net of capital losses. The Funds intend to make such
distributions as may be necessary to avoid this excise tax.
 
     Dividends from taxable net investment income and distributions of net
short-term capital gain paid by each Fund are taxable to shareholders as
ordinary income, whether received in cash or reinvested in additional shares
of a Fund. A portion of these dividends may qualify for the 70 percent
dividends received deduction available to corporations. Distributions of net
capital gain will be taxable to shareholders as long-term capital gain,
whether paid in cash or reinvested in additional shares, and regardless of the
length of time the investor has held his shares.
 
     Each January, each Fund will report to its shareholders the Federal tax
status of dividends and distributions paid or declared by the Fund during the
preceding calendar year. This statement will also indicate whether and to what
extent distributions qualify for the 70 percent dividends received deduction
available to corporations.
 
     Each of the Funds may be subject to foreign withholding or other taxes.
If more than 50 percent in value of a Fund's total assets at the close of any
taxable year consists of securities of foreign corporations, the Fund may file
an election with the Internal Revenue Service (the "Foreign Election") that
would permit shareholders to take a credit (or a deduction) for foreign taxes
paid by the Fund. If the Foreign Election is made, shareholders would include
in their gross income both dividends received from the Fund and foreign
withholding taxes paid by the Fund. Shareholders of the Fund would be entitled
to treat the foreign taxes withheld as a credit against their United States
Federal income taxes, subject to the
 
                                      23
<PAGE> 
limitations set forth in the Code with respect to the foreign tax credit
generally. Alternatively, shareholders could, if to their advantage, treat the
foreign taxes withheld as a deduction from gross income in computing taxable
income rather than as a tax credit. Each Fund that qualifies will make the
Foreign Election and will advise its shareholders annually of their share of
the amount of foreign taxes paid by the Fund.
 
     The foregoing discussion relates only to generally applicable Federal
income tax provisions in effect as of the date of this prospectus. Therefore,
shareholders should consult their tax advisers about the status of
distributions from the Funds in their own states and localities.
 
     If the Fund owns shares in a foreign corporation that constitutes a
"passive foreign investment company" for U.S. Federal income tax purposes and
the Fund does not elect to treat the foreign corporation as a "qualified
electing fund" within the meaning of the Code, the Fund may be subject to U.S.
Federal income tax on a portion of any "excess distribution" it receives from
the foreign corporation or any gain it derives from the disposition of such
shares, even if such income is distributed as a taxable dividend by the Fund
to its U.S. shareholders. The Fund may also be subject to additional tax in
the nature of an interest charge with respect to deferred taxes arising from
such distributions or gains. Any tax paid by the Fund as a result of its
ownership of shares in a "passive foreign investment company" will not give
rise to any deduction or credit to the Fund or any shareholder. If the Fund
owns shares in a "passive foreign investment company" and the Fund does elect
to treat the foreign corporation as a "qualified electing fund" under the
Code, the Fund may be required to include in its income each year a portion of
the ordinary income and net capital gains of the foreign corporation, even if
this income is not distributed to the Fund. Any such income would be subject
to the distribution requirements described above even if the Fund did not
receive any income to distribute.
 
                                  THE TRUST
 
     United Services Funds (the "Trust") is an open-end management investment
company, consisting of numerous separate, diversified portfolios each of which
has its own investment objectives and policies. The portfolios are designed to
serve a wide range of investor needs.
 
     The Trust was formed July 31, 1984 as a "business trust" under the laws
of the Commonwealth of Massachusetts. It is a "series" company which is
authorized to issue series of shares without par value, each series
representing interests in a separate portfolio, or divide the shares of any
series into classes. Shares of numerous series have been authorized. The Board
of Trustees of the Trust has the power to create additional series, or divide
existing series into two or more classes, at any time, without a vote of
shareholders of the Trust.
 
                                      24
<PAGE> 
     Under the Trust's First Amended and Restated Master Trust Agreement (the
"Master Trust Agreement"), no annual or regular meeting of shareholders is
required, although the Trustees may authorize special meetings from time to
time. Under the terms of the Master Trust Agreement, the Trustees will be a
self-perpetuating body and will continue their positions until they resign,
die or are removed by a written instrument signed by a least two-thirds of the
Trustees, by vote of shareholders holding not less than two-thirds of the
shares then outstanding of the Trust cast at any meeting called for that
purpose, or by a written declaration signed by shareholders holding not less
than two-thirds of the shares then outstanding.
 
     On any matter submitted to shareholders, shares of each portfolio entitle
their holder to one vote per share, irrespective of the relative net asset
values of the portfolio's shares. On matters affecting an individual
portfolio, a separate vote of shareholders of the portfolio is required. Each
portfolio's shares are fully paid and non-assessable by the Trust, have no
preemptive or subscription rights, and are fully transferable, with no
conversion rights.
 
                           MANAGEMENT OF THE FUNDS
 
TRUSTEES
 
     The business affairs of each Fund are managed by the Trust's Board of
Trustees. The Trustees establish policies, as well as review and approve
contracts and their continuance. The Trustees also elect the officers and
select the Trustees to serve as executive and audit committee members.
 
THE INVESTMENT ADVISOR
 
     United Services Advisors, Inc., 7900 Callaghan Road, San Antonio, Texas
78229, under an investment advisory agreement with the Trust dated October 26,
1989, furnishes investment advice and is responsible for overall management of
the Trust's business affairs. Frank E. Holmes, Chief Executive Officer and
Chairman of the Board of Directors of the Advisor, as well as President and a
Trustee of the Trust, owns more than 25% of the voting stock of the Advisor
and is its controlling person. The Advisor was organized in 1968.
 
     The Advisor provides to the Trust, and to each of the portfolios within
the Trust, management and investment advisory services. The Advisor furnishes
an investment program for each of the Funds, determines, subject to the
overall supervision and review of the Board of Trustees of the Trust, what
investments should be purchased, sold and held, and makes changes on behalf of
the Trust in the investments of each of the Funds. Victor Flores, Executive
Vice President and Chief Investment Officer of the Advisor, is responsible for
the day-to-day management of the Gold Shares and World Gold Funds' portfolios.
Mr. Flores has been a portfolio manager since December 1989. Prior thereto he
was an Investment Analyst for the
 
                                      25
<PAGE> 
Advisor. Ralph P. Aldis is the portfolio manager for the Global Resources
Fund. He has been the Advisor's director of research from April 1989 to
present and has been a portfolio manager since November 1991. Prior thereto
Mr. Aldis was a research analyst for a consulting firm specializing in energy
economics.
 
     The Advisor provides the Trust with office space, facilities and business
equipment and provides the services of executive and clerical personnel for
administering the affairs of the Trust. The Advisor pays the expense of
printing and mailing prospectuses and sales materials used for promotional
purposes.
 
     The Advisory Agreement with the Trust provides for each Fund to pay the
Advisor a management fee based upon the average net assets of that Fund
separately. The fee for managing each of the Gold Shares Fund, Global
Resources Fund, and World Gold Fund for the fiscal period ended June 30, 1995,
was .73%, 1.00%, and 1.00%, respectively, of average net assets. The fee
charged the Global Resources Fund and the World Gold Fund is higher than that
charged by most other investment companies.
 
     The Advisor may, out of profits derived from its management fee, pay
certain financial institutions (which may include banks, securities dealers
and other industry professionals) a "servicing fee" for performing certain
administrative servicing functions for Fund shareholders to the extent these
institutions are allowed to do so by applicable statute, rule or regulation.
These fees will be paid periodically and will generally be based on a
percentage of the value of the institutions' client Fund shares.
 
     The Transfer Agency Agreement with the Trust provides for each Fund to
pay USSI an annual fee of $23.00 per account ( 1/12 of $23.00 monthly). In
connection with obtaining/providing administrative services to the beneficial
owners of Trust shares through broker-dealers which provide such services and
maintain an omnibus account with the Transfer Agent, each Fund shall pay to
the Transfer Agent a monthly fee equal to one-twelfth ( 1/12) of 12.5 basis
points (.00125) of the value of the shares of the Funds held in accounts at
the broker-dealer, which payment shall not exceed $1.67 multiplied by the
average daily number of accounts holding Trust shares at the broker-dealer.
These fees cover the usual transfer agency functions. In addition, the Funds
bear certain other Transfer Agent expenses such as the costs of record
retention and postage, plus the telephone and line charges (including the
toll-free 800 service) used by shareholders to contact the Transfer Agent. For
the fiscal period ended June 30, 1995, the Gold Shares Fund, the Global
Resources Fund and the World Gold Fund paid a total of $1,108,574, $160,150
and $580,284, respectively, for transfer agency, lock box and printing
services.
 
     USSI performs bookkeeping and accounting services, and determines the
daily net asset value for each of the Funds. Bookkeeping and accounting
services are provided to the Funds for an asset based fee of 0.05% of the
first $150 million average net assets, 0.04% of the next $150 million
 
                                      26
<PAGE> 
average net assets, 0.03% of the next $200 million average net assets, 0.02%
of the next $250 million average net assets and 0.01% of average net assets in
excess of $750 million -- subject to an annual minimum fee of $28,000 per
Fund. USSI received $122,481, $28,000, and $91,031 for the Gold Shares Fund,
Global Resources Fund and World Gold Fund, respectively, for the year ended
June 30, 1995.
 
     Additionally, the Advisor is reimbursed certain costs for in-house legal
services pertaining to each Fund.
 
     The Trust pays all other expenses for its operations and activities. Each
Fund of the Trust pays its allocable portion of these expenses. The expenses
borne by the Trust include the charges and expenses of any shareholder
servicing agents, custodian fees, legal and auditors' expenses, brokerage
commissions for portfolio transactions, the advisory fee, extraordinary
expenses, expenses of shareholder and trustee meetings, expenses for
preparing, printing and mailing proxy statements, reports and other
communications to shareholders, and expenses of registering and qualifying
shares for sale, among others.
 
                           PERFORMANCE INFORMATION
 
     From time to time, in advertisements or in reports to shareholders or
prospective shareholders, each Fund may compare its performance, in terms of
its total return, to that of other mutual funds with similar investment
objectives and to stock or other indices. For example, one of the Trust's
equity funds may compare its performance to rankings prepared by Lipper
Analytical Services, Inc. ("Lipper"), a widely recognized independent service
which monitors the performance of mutual funds; to the Standard & Poor's 500
Composite Stock Price Index ("S&P 500"), an index of unmanaged groups of
common stock; to Morningstar's Mutual Fund Values; or to the Consumer Price
Index. Performance information and rankings as reported in Changing Times,
Business Week, Institutional Investor, The Wall Street Journal, Mutual Fund
Forecaster, No-Load Investor, Money Magazine, Forbes, Fortune, Investors Daily
and Barron's magazine may also be used in comparing performance of each Fund.
Performance comparisons should not be considered as representative of the
future performance of any Fund.
 
     A Fund's average annual total return is computed by determining the
average annual compounded rate of return for a specified period that, if
applied to a hypothetical $1,000 initial investment, would produce the
redeemable value of that investment at the end of the period, assuming
reinvestment of all dividends and distributions and with recognition of all
recurring charges. Each Fund may also utilize a total return for differing
periods computed in the same manner but without annualizing the total return.

     The standard total return results do not take into account recurring and
nonrecurring charges for optional services which only certain shareholders
elect and which involve nominal fees such as the $5 fee for exchanges.

                                      27
<PAGE>
                            UNITED SERVICES FUNDS

                         SHARES OF THE FUNDS ARE SOLD
                          AT NET ASSET VALUE WITHOUT
                              SALES COMMISSIONS,
                        REDEMPTION FEES OR 12B-1 FEES

                            U.S. Gold Shares Fund
                          U.S. Global Resources Fund
                             U.S. World Gold Fund

                              INVESTMENT ADVISOR
                        United Services Advisors, Inc.
                             7900 Callaghan Road
                       Mailing Address: P.O. Box 29467
                           San Antonio, Texas 78229

                                TRANSFER AGENT
                      United Shareholder Services, Inc.
                               P.O. Box 781234
                        San Antonio, Texas 78278-1234

                                  CUSTODIAN
                            Bankers Trust Company
                                16 Wall Street
                           New York, New York 10005

                                LEGAL COUNSEL
                           Goodwin, Procter & Hoar
                                Exchange Place
                               Boston, MA 02109

                           INDEPENDENT ACCOUNTANTS
                             Price Waterhouse LLP
                        One Riverwalk Place, Ste. 900
                           San Antonio, Texas 78205

                                 100% No Load

                      Be Sure to Retain This Prospectus;
                      It Contains Valuable Information.

================================================================================
              IMPORTANT ADDITIONAL INFORMATION FOR SHAREHOLDERS OF
                              UNITED SERVICES FUNDS
                                U.S. INCOME FUND
                              U.S. REAL ESTATE FUND

                           JULY 29, 1996 SUPPLEMENT TO
                        PROSPECTUS DATED NOVEMBER 1, 1995

HOW TO PURCHASE SHARES--P. 14
All  purchases  of shares  are  subject to  acceptance  by the Trust and are not
binding until  accepted.  United Services Funds reserves the right to reject any
application or  investment.  Orders  received by the Fund's  transfer agent or a
sub-agent  before 4:00 p.m.,  Eastern time,  Monday through Friday  exclusive of
business  holidays,  and  accepted by the Fund will receive the share price next
computed after receipt of the order.

HOW TO REDEEM SHARES--P. 17
You may redeem any or all of your shares at will.  Redemption  requests received
in proper order by the Fund's  transfer  agent or a sub-agent  before 4:00 p.m.,
Eastern time,  Monday through Friday exclusive of business holidays will receive
the share price next computed after receipt of the request.

HOW TO SPEED REDEMPTIONS--P.17
To redeem  your Fund  shares by  telephone,  you may call the Fund and direct an
exchange  out of the Fund into an  identically  registered  account  in a United
Services treasury money market fund ($1,000 minimum initial investment). You may
then write a check against your treasury money market fund account.  See "How to
Exchange Shares" in the prospectus for a description of exchanges, including the
$5 exchange fee. Call 1-800-426-6635 for more information  concerning  telephone
redemption and a treasury money market fund prospectus.

MANAGEMENT OF THE FUND, THE INVESTMENT ADVISOR--P. 25
The Transfer Agency  Agreement with the Trust provides for each Fund to pay USSI
an annual fee of $23.00 per account (1/12 of $23.00 monthly). In connection with
obtaining/providing  administrative  services to the beneficial  owners of Trust
shares through  broker-dealers,  banks, trust companies and similar institutions
which  provide such  services and maintain an omnibus  account with the Transfer
Agent,  each  Fund  shall  pay to the  Transfer  Agent a  monthly  fee  equal to
one-twelfth  (1/12) of 12.5 basis points  (.00125) of the value of the shares of
the Funds held in accounts at the  institutions,  which payment shall not exceed
$1.92  multiplied by the average daily number of accounts holding Trust share at
the institution.

INVESTMENT OBJECTIVES AND CONSIDERATIONS--P. 1
Each investor is responsible for determining whether or not an investment in the
Fund is appropriate for his or her needs.

SHORT-TERM TRADING FEE--P. 19 (DELETE THIS PARAGRAPH AND INSERT THE FOLLOWING)
Trader's Fee Paid to the Fund
A Trader's  fee of 10 basis  points or 0.10% of the value of shares  redeemed or
exchanged will be assessed to shareholders  who redeem or exchange shares of the
Fund held less than fourteen (14) calendar  days.  The Trader's Fee will be paid
to the  Fund to  benefit  remaining  shareholders  by  protecting  them  against
expenses due to excessive trading.  Excessive  short-term trading has an adverse
impact on effective portfolio management as well as upon Fund expenses. The Fund
has reserved the right to refuse  investments  from  shareholders  who engage in
short-term trading that may be disruptive to the Fund.
 ................................................................................
                            UNITED SERVICES FUNDS

                               U.S. INCOME FUND
                            U.S. REAL ESTATE FUND

                               P.O. BOX 781234
                        SAN ANTONIO, TEXAS 78278-1234
                       1-800-873-8637 (1-800-US-FUNDS)
               (INFORMATION, SHAREHOLDER SERVICES AND REQUESTS)

                                  PROSPECTUS

                               NOVEMBER 1, 1995

     This prospectus presents information that a prospective investor should
know about the the U.S. Income Fund ("Income Fund"), and the U.S. Real Estate
Fund ("Real Estate Fund"), two no-load mutual funds (the "Fund(s)") of United
Services Funds (the "Trust"). Each Fund has a different investment objective and
is designed to meet different investment needs. SHARES OF THE TRUST ARE NOT
INSURED, GUARANTEED, SPONSORED, RECOMMENDED OR APPROVED BY THE UNITED STATES OR
ANY AGENCY OR OFFICER THEREOF. Read and retain this prospectus for future
reference.

     A Statement of Additional Information dated November 1, 1995 has been filed
with the Securities and Exchange Commission and is incorporated herein by
reference. This Statement is available free from United Services Funds upon
written request at the address set forth above or by calling 1-800-873-8637.

         THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DIS-
           APPROVED  BY  THE  SECURITIES  AND  EXCHANGE  COM-
             MISSION OR ANY STATE SECURITIES COMMISSION NOR
              HAS THE SECURITIES  AND  EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED
                 UPON THE ACCURACY OR ADEQUACY OF THIS
                   PROSPECTUS. ANY REPRESENTATION TO
                       THE CONTRARY IS A CRIMINAL
                                OFFENSE.
<PAGE>
                           TABLE OF CONTENTS

                                        PAGE
                                        ----
Summary of Fees and Expenses.........     2
Financial Highlights.................     5
Investment Objectives and
  Considerations
     U.S. Income Fund................     8
     U.S. Real Estate Fund...........     8
Special Considerations...............    10
How to Purchase Shares...............    13
How to Exchange Shares...............    16
How to Redeem Shares.................    17
How Shares are Valued................    21
Dividends and Taxes..................    22
The Trust............................    23
Management of the Funds..............    24
Performance Information..............    26

                         SUMMARY OF FEES AND EXPENSES

     The following summary, which is based on actual expenses and average net
assets for each Fund for the year ended June 30, 1995, is provided to assist you
in understanding the various costs and expenses a shareholder in each respective
Fund could bear directly or indirectly.

                                                      REAL
                                        INCOME       ESTATE
                                         FUND         FUND
                                        ------       ------
SHAREHOLDER TRANSACTION EXPENSES
     Maximum Sales Load..............    None          None
     Redemption Fee..................    None          None
     Short-term Trading Fee (on the
        redemption or exchange of
        shares held less than 14
        days)........................    0.10%         0.10%
     Administrative Exchange Fee.....     $ 5           $ 5
     Account Closing Fee (does not
        apply to exchanges)..........     $10           $10
ANNUAL FUND OPERATING EXPENSES (AS A
  PERCENTAGE OF AVERAGE NET
  ASSETS)(1)
     Management Fees.................    0.75%         0.75%
     12b-1 Fees......................    None          None
     Other Expenses..................    0.61%         0.58%
     Transfer Agency Fees............    0.40%         0.38%
     Accounting Services Fees........    0.22%         0.21%
     Total Fund Operating Expenses
        (net of waivers and
        reimbursements)..............    1.98%         1.92%

                                      2
<PAGE>
     Except for active ABC Investment PlanT, UGMA/UTMA and retirement accounts,
if an account balance falls, for any reason other than market fluctuations,
below $1,000 at any time during a month, that account will be subject to a
monthly small account charge of $1 which will be paid quarterly.
See "Small Accounts" on page 20.

     A shareholder who requests delivery of redemption proceeds by wire transfer
will be subject to a $10 charge. International wires will be higher.

HYPOTHETICAL EXAMPLE OF EFFECT OF FUND EXPENSES

     You would pay the following expenses on a $1,000 investment, assuming 5%
annual return and redemption at the end of the period.

                                            INCOME        REAL ESTATE
                                            ------        -----------
 1 year..............................        $ 30            $  30
 3 years.............................          72               70
 5 years.............................         117              114
10 years.............................         241              235

Included in these estimates is the account closing fee of $10 for each period.
This fee is a flat charge which does not vary with the size of your
investment. Accordingly, for investments larger than $1,000, your total
expenses will be substantially lower in percentage terms than this
illustration implies. The examples should not be considered a representation
of past or future expenses. Actual expenses may be more or less than those
shown.
- ------------------------------------------------------------------------------

(1) Annual fund operating expenses are based on each Fund's historical expenses.
Management fees are paid to United Services Advisors, Inc. (the "Advisor") for
managing its investments and business affairs. Each Fund incurs other expenses
for maintaining shareholder records, furnishing shareholder statements and
reports, and for other services. Transfer agency and accounting services fees
are paid to United Shareholder Services, Inc. ("USSI" or the "Transfer Agent"),
a wholly-owned subsidiary of the Advisor, and are not charged directly to
individual shareholder accounts. The Transfer Agent charges the Fund $23.00 per
shareholder account per year. The account closing fee and small account charge
are paid by the shareholder directly to the Transfer Agent which will, in turn,
reduce its charges to the Fund by an equal amount. Please refer to the section
entitled "Management of the Funds" on Page 24 for further information.

                                      3
<PAGE>
                     [This page intentionally left blank]

                                      4
<PAGE>
                             FINANCIAL HIGHLIGHTS
                               U.S. INCOME FUND

     The following per share data and ratios for a share of beneficial interest
outstanding throughout each of the five years ended June 30, 1995 have been
audited by Price Waterhouse LLP, the Fund's Independent Accountants. The related
financial statements and the report of Independent Accountants are included in
the Funds' 1995 Annual Report to Shareholders and are incorporated by reference
into the Statement of Additional Information ("SAI"). In addition to the data
set forth below, further information about the performance of the Fund is
contained in the Annual Report to Shareholders and SAI which may be obtained
without charge.

     Selected data for a capital share outstanding throughout each year is as
follows:
<TABLE>
<CAPTION>
                                                                           YEAR ENDED JUNE 30,
                                             ---------------------------------------------------------------------------------------
                                              1995      1994     1993     1992    1991     1990     1989    1988     1987     1986
                                              ----      ----     ----     ----    ----     ----     ----    ----     ----     ---- 
<S>                                           <C>       <C>      <C>      <C>    <C>       <C>      <C>     <C>      <C>      <C>  
Per Share Operating Performance:                                                                        
Net asset value, beginning of period ........$ 12.57    14.06    12.65    11.32   12.23    11.61     9.64   10.50    11.20    10.42 
                                             -------    -----    -----    -----  ------    -----    -----   -----    -----    -----
  Net investment income(c) ..................    .35      .31      .30      .29     .36      .43      .48     .63      .63      .34 
  Net realized and unrealized gain                                                                                             
   (loss) on investments(d) .................    .79    (1.06)    2.19     1.40    (.62)     .61     1.96    (.38)    (.27)     .89
                                             -------    -----    -----    -----  ------    -----    -----   -----    -----    -----
Total from investment operations ............   1.14     (.75)    2.49     1.69    (.26)    1.04     2.44     .25      .36     1.23
                                             -------    -----    -----    -----  ------    -----    -----   -----    -----    -----
Less dividends and distributions:                                                                                                  
  Dividends from net investment income ......   (.34)    (.31)    (.27)    (.35)   (.36)    (.42)    (.47)   (.76)    (.50)    (.38)
  Distributions in excess of net                                                                                                   
    investment income(e) ....................     --     (.03)      --       --      --       --       --      --       --       --
  Distributions from net realized gains .....   (.02)    (.01)    (.79)    (.01)   (.29)      --       --    (.35)    (.32)    (.07)
  Distributions in excess of realized 
     gains(e) ...............................     --     (.39)    (.02)      --      --       --       --      --       --       -- 
  Distributions from paid in capital ........     --       --       --       --      --       --       --      --     (.24)      --
                                             -------    -----    -----    -----  ------    -----    -----   -----    -----    -----
Total dividends and distributions ...........   (.36)    (.74)   (1.08)    (.36)   (.65)    (.42)    (.47)  (1.11)   (1.06)    (.45)
                                             =======    =====    =====    =====  ======    =====    =====   =====   ======   ======
Net asset value, end of period ..............$ 13.35    12.57    14.06    12.65   11.32    12.23    11.61    9.64    10.50    11.20
                                             =======    =====    =====    =====  ======    =====    =====   =====   ======   ======
Total Investment Return(f) ..................   9.31%   (5.83)   20.68    15.02   (2.07)    8.89    26.02    3.13     3.32    12.09
Ratios/Supplemental Data:                                                                                         
Net assets, end of period (in thousands) ....$10,230   11,865   11,009    7,845   7,456    8,137    5,317   4,450    3,572    2,920
Ratio of expenses to average net assets .....   1.98%(g)  1.74     1.83     1.95    2.22     1.94     2.00    1.73     1.60     1.63
                                             =======    =====    =====    =====  ======    =====    =====   =====   ======   ======
Ratio of net income to average net assets ...   2.59%(g)  2.27     2.34     2.47    2.99     3.55     4.61    6.19     6.14     3.27
                                             =======    =====    =====    =====  ======    =====    =====   =====   ======   ======
Portfolio turnover rate .....................   7.02%    6.91    44.18    76.15  109.85    19.29    17.59  126.56   173.91   178.58
                                             =======    =====    =====    =====  ======    =====    =====   =====   ======   ======
</TABLE>
                                                                   (CONTINUED)
                                      5
<PAGE>
                             FINANCIAL HIGHLIGHTS
                            U.S. REAL ESTATE FUND

     The following per share data and ratios for a share of beneficial interest
outstanding throughout the period ended June 30, 1988 and each of the five years
ended June 30, 1995 have been audited by Price Waterhouse LLP, the Fund's
Independent Accountants. The related financial statements and the report of
Independent Accountants are included in the Funds' 1995 Annual Report to
Shareholders and are incorporated by reference into the Statement of Additional
Information ("SAI"). In addition to the data set forth below, further
information about the performance of the Fund is contained in the Annual Report
to Shareholders and SAI which may be obtained without charge.

     Selected data for a capital share outstanding throughout each year is as
follows:
<TABLE>
<CAPTION>


                                                                              YEAR ENDED JUNE 30,
                                                  -----------------------------------------------------------------------  PERIOD 
                                                     1995      1994      1993      1992       1991       1990       1989  ENDED(A)
                                                  ---------  --------- --------- ---------  ---------  ---------  ------- --------
<S>                                               <C>        <C>       <C>       <C>         <C>        <C>       <C>     <C>
Per Share Operating Performance:                                                                                  
Net asset value, beginning of period............  $    9.86      10.96     10.17      8.83       8.36      10.20     9.29 10.00 
                                                  ---------  --------- --------- ---------  ---------  ---------  -------         
  Net investment income(c)......................        .23        .22       .17       .29        .24        .30      .38   .45 
  Net realized and unrealized gain (loss) on                                                                               
   investments(d)...............................       (.13)     (1.05)      .79      1.38        .47      (1.57)     .94  (.78)
                                                  ---------  --------- --------- ---------  ---------  ---------  -------   
Total from investment operations................        .10       (.83)      .96      1.67        .71      (1.27)    1.32  (.33)
                                                  ---------  --------- --------- ---------  ---------  ---------  -------     
Less dividends and distributions:                                                                                   
  Dividends from net investment income..........       (.16)      (.22)     (.17)     (.33)      (.24)      (.30)    (.41) (.38)
  Distributions in excess of net investment                                                                                  
    income(e)...................................         --       (.02)       --        --         --         --       --    --
  Distributions from net realized gains.........         --         --        --        --         --       (.27)      --    --
  Tax return of capital distributions(e)........         --       (.03)       --        --         --         --       --    --
                                                  ---------  --------- --------- ---------  ---------  ---------  -------  
Total dividends and distributions...............       (.16)      (.27)     (.17)     (.33)      (.24)      (.57)    (.41) (.38)
                                                  =========  ========= ========= =========  =========  =========  ======= 
Net asset value, end of period..................  $    9.80       9.86     10.96     10.17       8.83       8.36    10.20  9.29 
                                                  =========  ========= ========= =========  =========  =========  ======= 
Total Investment Return(f)......................       1.09%     (7.70)     9.45     18.70       9.23     (12.60)   14.46 (2.99)
Ratios/supplemental data:                                                                                                     
Net assets, end of period (in thousands)........  $   9,169     14,597    19,780    21,514      6,678      6,016    5,658 3,237
Ratio of expenses to average net assets.........       1.92(g)    1.59      1.40      1.63       2.63       2.51     2.14    --(b)
                                                  =========  = ======== ======== =========  =========  ========= =======  
Ratio of net income to average net assets.......       2.22(g)    1.96      1.55      3.17       2.66       3.50     4.70  6.76(b)
                                                  =========  ========= ========= =========  =========  =========  =======       
Portfolio turnover rate.........................      48.10%    145.33    186.99    102.56     132.53      62.55    87.67 51.01(b)
                                                  =========  ========= ========= =========  =========  =========  ======= =====
</TABLE>                              

                          (FOOTNOTES ON FOLLOWING PAGE)

                                      6
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)

(a) For the period July 2, 1987 (date of commencement of operations) to June 30,
1988; (b) Annualized; the ratios are not necessarily indicative of twelve months
of operation; (c) Net of expense reimbursements; (d) Includes the effect of
capital share transactions throughout the year; (e) Distributions in excess of
net investment income and net realized gains and tax returns of capital are
presented in accordance with SOP 93-2, Determination, Disclosure, and Financial
Statement Presentation of Income, Capital Gain, and Return of Capital
Distribution by Investment Companies, which was first implemented by the Funds
in fiscal 1993. Information for prior years has not been restated; (f) Total
return does not reflect the effect of account fees; (g) Expense ratio is net of
expense reimbursements or fee waivers. Had such reimbursements not been made,
the expense ratio subject to the most restrictive state limitation would have
been 2.01% and 1.95% and the net investment income ratio would have been 2.55%
and 2.20% for the Income and Real Estate Funds, respectively.

                                      7
<PAGE>
                   INVESTMENT OBJECTIVES AND CONSIDERATIONS

     United Services Funds (the "Trust") offers investors several growth and
income funds, two of which are included in this prospectus, the Income Fund and
the Real Estate Fund. Each Fund has a different investment objective and is
designed to satisfy different needs. The Income Fund seeks to preserve capital,
consistent with production of current income. Long-term capital appreciation is
a secondary consideration. The Income Fund may invest in a broad range of equity
and debt securities. The Real Estate Fund's principal objective is long-term
capital appreciation; current income is a secondary consideration. The Real
Estate Fund invests primarily in equity securities of companies in the real
estate or real estate related industry.

U.S. INCOME FUND

     The investment objectives of the Income Fund are preservation of capital
and, consistent with that objective, production of current income. Long-term
capital appreciation is a secondary consideration.

     The Income Fund will invest in the following types of securities: common
stocks, including, but not limited to, shares of beneficial interest of real
estate investment trusts; corporate bonds; senior securities convertible into
common stocks (convertible preferred stocks and convertible bonds or
debentures); United States Treasury bills; United States Treasury bonds; and
obligations issued, guaranteed or otherwise backed by United States Government
agencies and instrumentalities. The Fund may also invest in the securities of
foreign issuers which are listed on domestic national securities exchanges,
quoted on NASDAQ, or traded in the domestic over-the-counter market. The Fund
purchases only those preferred stocks, bonds and debentures that, in the opinion
of the Advisor, meet a credit standard which is consistent with the objective of
preservation of capital. The distribution of investments between different types
of securities is governed by an investment policy, which can be changed by the
Board of Trustees, that at least 80% of the Income Fund's total net assets will
be invested in income-producing securities. The common stocks in which the
Income Fund ordinarily invests are those of issuers with a long-established
record of paying cash dividends, such as companies that provide essentials, such
as electricity, gas and telephone services. Investments will be diversified
among a variety of industries to limit risk; however, up to 10% of the total net
assets of the Income Fund may be invested in securities that are not readily
marketable. To increase current income, the Income Fund may write (sell) covered
call options on common stocks in its portfolio.

                                      8
<PAGE>
U.S. REAL ESTATE FUND

     The primary investment objective of the Real Estate Fund is long-term
capital appreciation. Current income is a secondary consideration. The Fund will
seek to achieve its objectives by investing primarily in equity securities of
companies in the real estate or real estate related industry.

     The Fund will invest not less than 65% of its total assets in common and
preferred stocks of companies listed on national securities exchanges or NASDAQ
which have at least 50% of the value of their assets in, or which derive at
least 50% of their revenues from, the ownership, construction, management or
sale of residential, commercial or industrial real estate. Such stocks may
include publicly traded or listed equity real estate investment trusts which own
properties and mortgage real estate investment trusts which make short-term
construction and development mortgage loans or which invest in long-term
mortgages or mortgage pools. The Fund may also invest up to 35% of total net
assets in real estate or real estate related securities of foreign issuers
listed on domestic or foreign exchanges, quoted on NASDAQ, or traded in the
domestic over-the-counter market.

     The Fund may also invest in equity, debt, or convertible securities of
issuers whose products and services are related to the real estate industry such
as manufacturers and distributors of building supplies and financial
institutions which issue or service mortgages. In addition, the Fund may, from
time to time, seek investment in the securities of companies unrelated to the
real estate industry but which have significant real estate holdings believed to
be undervalued relative to the price of the companies' securities.

     There may be periods when investments in such securities should be reduced
due to unusual or adverse economic conditions. Thus the Real Estate Fund may
temporarily invest, without limitation other than the Real Estate Fund's
investment restrictions, in short-term money market instruments if, in the
opinion of the Advisor, market conditions warrant. The Fund may invest more than
25% of its total assets in any one sector of the real estate or real estate
related industries. See "Special Risks" in the Statement of Additional
Information.

     The Real Estate Fund may be subject to the risks associated with the direct
ownership of real estate because of its policy of concentration in the
securities of companies which own, construct, manage or sell residential,
commercial or industrial real estate. Additional risks include declines in the
value of real estate, risks related to general and local economic conditions,
overbuilding and increased competition, increases in property taxes and
operating expenses, changes in zoning laws, casualty or condemnation losses,
limitations on rents, changes in neighborhood values, the appeal of properties
to tenants, and increase in interest rates. The value of securities

                                      9
<PAGE>
of companies which serve the real estate industry may also be affected by such
risks.
                            SPECIAL CONSIDERATIONS

FOREIGN SECURITIES

     Investment in foreign securities may involve risks not present in domestic
investment. These include fluctuating exchange rates; the fact that foreign
issuers may be subject to different, and in some cases, less comprehensive
accounting, financial reporting and disclosure standards than are domestic
issuers; the risk of adverse changes in foreign investment or exchange control
regulations, expropriation or confiscatory taxation; political or financial
instability; or other developments which can affect investments. The Income Fund
and the Real Estate Fund may invest in the securities of foreign issuers that
are listed on a domestic exchange, quoted on NASDAQ, or traded in the domestic
over-the-counter market. The Real Estate Fund may also invest in securities of
foreign issuers that are listed on foreign securities exchanges.

PORTFOLIO TURNOVER

     Each Fund's total portfolio turnover rate is shown in the "Financial
Highlights Table" on pages 5 and 6 of this prospectus. A Fund's annual rate of
portfolio turnover may vary widely from year to year depending on market
conditions and prospects and may be higher than those of other mutual funds with
similar investment objectives to each Fund. High portfolio turnover in any given
year indicates a substantial amount of short-term trading, which may result in
payment by the Funds of above-average amounts of brokerage commissions and could
result in the payment by shareholders of above-average amounts of taxes on
realized investment gain. Any short-term gain realized on securities will be
taxed to shareholders as ordinary income. See "Dividends and Taxes" on page 22.

LENDING OF PORTFOLIO SECURITIES

     Each Fund may lend securities to broker-dealers or institutional investors
for their use in connection with short sales, arbitrages and other securities
transactions. A Fund will not lend portfolio securities unless the loan is
secured by collateral (consisting of any combination of cash, United States
Government securities or irrevocable letters of credit) in an amount at least
equal (on a daily mark-to-market basis) to the current market value of the
securities loaned. In the event of a bankruptcy or breach of agreement by the
borrower of the securities, a Fund could experience delays and costs in
recovering the securities loaned. A Fund will not enter into securities lending
agreements unless its custodian bank/lending agent will fully indemnify the Fund
against loss due to borrower default. A Fund may not

                                      10
<PAGE>
lend securities with an aggregate market value of more than one-third of the
Fund's total net assets.

REPURCHASE AGREEMENTS

     Each Fund may invest a portion of its assets in repurchase agreements with
United States broker-dealers, banks and other financial institutions, provided
the Fund's custodian always has possession of securities serving as collateral
or has evidence of book entry receipt of such securities. In a repurchase
agreement, a Fund purchases securities subject to the seller's agreement to
repurchase such securities at a specified time (normally one day) and price. The
repurchase price reflects an agreed-upon interest rate during the time of
investment. All repurchase agreements must be collateralized by United States
Government or government agency securities the market values of which equal or
exceed 102% of the principal amount of the repurchase obligation. If an
institution enters an insolvency proceeding, the resulting delay in liquidation
of securities serving as collateral could cause the Fund some loss if the value
of the securities declined prior to liquidation. To minimize the risk of loss, a
Fund will enter into repurchase agreements only with institutions and dealers
which the Board of Trustees considers creditworthy.

PUT AND CALL OPTIONS

     SELLING (OR WRITING) COVERED CALL OPTIONS. Each Fund may sell (or write)
covered call options on portfolio securities to hedge against adverse movements
in the prices of these securities. A call option gives the buyer of the option,
upon payment of a premium, the right to call upon the writer to deliver a
security on or before a fixed date at a predetermined price, referred to as the
strike price. If the price of the hedged security should fall or remain below
the strike price, the Fund will not be called upon to deliver the security, and
the Fund will retain the premium received for the option as additional income,
offsetting all or part of any decline in the value of the security. The hedge
provided by writing covered call options is limited to a price decline in the
security of no more than the option premium received by the Fund for writing the
option. If the security owned by the Fund appreciates above the option's strike
price, the Fund will generally be called upon to deliver the security, which
will prevent the Fund from receiving the benefit of any price appreciation above
the strike price.

     BUYING CALL OPTIONS. Each Fund may purchase call options on securities
which each Fund intends to purchase to take advantage of anticipated positive
movements in the prices of these securities. Each Fund will realize a gain from
the exercise of a call option if, during the option period, the price of the
underlying security to be purchased increases by more than the amount of the
premium paid. A Fund will realize a loss equal to all or a

                                      11
<PAGE>
portion of the premium paid for the option if the price of the underlying
security decreases or does not increase by more than the premium.

     BUYING PUT OPTIONS. Each Fund may purchase put options on portfolio
securities to hedge against adverse movements in the prices of these securities.
A put option gives the buyer of the option, upon payment of a premium, the right
to sell a security to the writer of the option on or before a fixed date at a
predetermined price. A Fund will realize a gain from the exercise of a put
option if, during the option period, the price of the security declines by an
amount in excess of the premium paid. A Fund will realize a loss equal to all or
a portion of the premium paid for the option if the price of the security
increases or does not decrease by more than the premium.

     CLOSING TRANSACTIONS. Each Fund may dispose of an option written by the
Fund by entering into a "closing purchase transaction" for an identical option
and may dispose of an option purchased by the Fund by entering into a "closing
sale transaction" for an identical option. In each case, the closing transaction
will have the effect of terminating the rights of the option holder and the
obligations of the option purchaser and will result in a gain or loss to the
Fund based upon the relative amount of the premiums paid or received for the
original option and the closing transaction. A Fund may sell (or write) put
options solely for the purpose of entering into closing sale transactions.

     INDEX OPTIONS. Each Fund may purchase and sell call options and purchase
put options on stock indices in order to manage cash flow, reduce equity
exposure, or remain fully invested in equity securities. Options on securities
indices are similar to options on a security except that, upon the exercise of
an option on a securities index, settlement is made in cash rather than in
specific securities.

     LIMITATIONS. Each Fund will purchase and sell only options that are listed
on a securities exchange or quoted on NASDAQ. A Fund will not purchase any
option if, immediately thereafter, the aggregate market value of all outstanding
options purchased and written by the Fund would exceed 5% of the Fund's total
assets. A Fund will not write any call option if, immediately thereafter, the
aggregate value of the Fund's securities subject to outstanding call options
would exceed 25% of the value of the Fund's total assets.

SPECIAL LIMITATIONS

     The investment objectives of the Income and Real Estate Funds may not be
changed without the vote of a majority of the Fund's outstanding voting
securities.
                                      12
<PAGE>
     Each Fund may: (1) borrow up to 5% of the total assets of that Fund as a
temporary measure (for extraordinary purposes); (2) invest up to 5% of the value
of the total assets of that Fund in securities of any one issuer (except such
limitation does not apply to obligations issued or guaranteed by the U.S.
Government, its agencies and/or instrumentalities); (3) not acquire more than
10% of the voting securities of any one issuer; (4) lend portfolio securities
with an aggregate market value of not more than one-third of such Fund's total
net assets; and (5) with respect to the Real Estate Fund, invest up to 5% of the
total assets in securities of companies (including predecessors) that have been
in continuous operation for less than three years (except such limitation shall
not apply to securities of real estate investment trusts).

                            HOW TO PURCHASE SHARES

     The minimum initial investment is $1,000. The minimum subsequent investment
is $50. The minimum initial investment for persons enrolled in an ABC Investment
PlanT is $100 and the minimum subsequent investment pursuant to such a plan is
$30 or more per month per account. There is no minimum purchase for retirement
plan accounts administered by the Advisor or its agents and a reduced $50
minimum on initial purchases for custodial accounts for minors.

YOU MAY INVEST IN THE FOLLOWING WAYS:

BY MAIL

     Send your application and check or money order, made payable to the
respective Fund, to P.O. Box 781234, San Antonio, Texas 78278-1234.

     When making subsequent investments, enclose your check with the return
remittance portion of the confirmation of your previous investment or indicate
on your check or a separate piece of paper your name, address and account number
and mail to the address mentioned above. Do not use the remittance portion of
your confirmation statement for a different fund as it is pre-coded. This may
cause your investment to be invested into the wrong fund. If you wish to
purchase shares in more than one fund, send a separate check or money order for
each fund. Third party checks will not be accepted; and the Trust reserves the
right to refuse to accept second party checks.

BY TELEPHONE

     Once your account is open, you may make investments by telephone by calling
1-800-873-8637. Investments by telephone are not available in money market funds
or any retirement account administered by the Advisor or its agents. The maximum
telephone purchase is ten times the value of the

                                      13
<PAGE>
shares owned, calculated at the last available net asset value. Payment for
shares purchased by telephone is due within seven business days after the date
of the transaction. You cannot exchange shares purchased by telephone until
after the payment has been received and accepted by the Trust.

BY WIRE

     You may make your initial or subsequent investments in United Services
Funds by wiring funds. To do so, call United Services Funds for a confirmation
number and wiring instructions.

BY ABC INVESTMENT PLANT

     Once your account is open, you may make investments automatically by
completing the ABC Investment PlanT (Automatically Building Capital Investment
Plan) form authorizing United Services Funds to draw on your bank account
regularly for as little as $30 a month, beginning within thirty (30) days after
the account is opened. You should inquire at your bank whether it will honor
debits through the Automated Clearing House ("ACH") or, if necessary,
preauthorized checks. You may change the date or amount of your investment or
discontinue the Plan any time by letter received by United Services Funds at
least five business days before the change is to become effective.

ADDITIONAL INFORMATION ABOUT PURCHASES

     All purchases of shares are subject to acceptance by the Trust and are not
binding until accepted. United Services Funds reserves the right to reject any
application or investment. Orders become effective as of 4:00 p.m. Eastern time,
Monday through Friday, exclusive of business holidays. In the event that the
NYSE and other financial markets close earlier, as on the eve of a holiday,
orders will become effective earlier in the day at the close of trading on the
NYSE.

     United Services Funds charges no sales commissions or "loads" of any kind.
However, investors may purchase and sell shares through registered
broker-dealers who may charge fees for their services.

     If your telephone order to purchase shares is cancelled due to nonpayment
or late payment (whether or not your check has been processed by the Fund), you
will be responsible for any loss incurred by the Trust by reason of such
cancellation.

     If checks are returned unpaid due to nonsufficient funds, stop payment or
other reasons, the Trust will charge $20 and you will be responsible for any
loss incurred by the Trust with respect to cancelling the purchase.

     To recover any such loss or charge, the Trust reserves the right, without
further notice, to redeem shares of any fund already owned by any

                                      14
<PAGE>
purchaser whose order is cancelled, for whichever reason, and such a purchaser
may be prohibited from placing further orders unless investments are accompanied
by full payment by wire or cashier's check.

     Investments paid for by checks drawn on foreign banks may be deferred until
such checks have cleared the normal collection process. In such instances, any
amounts charged to the Trust for collection procedures will be deducted from the
amount invested.

     If the Trust incurs a charge for locating a shareholder without a current
address, such charge will be passed through to the shareholder.

TAX IDENTIFICATION NUMBER

     Each Fund is required by Federal law to withhold and remit to the United
States Treasury a portion of the dividends, capital gain distributions and
proceeds of redemptions paid to any shareholder who fails to furnish the Fund
with a correct taxpayer identification number, who underreports dividend or
interest income or who fails to provide certification of tax identification
number. In order to avoid this withholding requirement, you must certify on your
application, or on a separate W-9 Form supplied by the Transfer Agent, that your
taxpayer identification number is correct and that you are not currently subject
to backup withholding or you are exempt from backup withholding. For
individuals, your taxpayer identification number is your social security number.

     Instructions to exchange or transfer shares held in established accounts
will be refused until the certification has been provided. In addition, the Fund
assesses a $50 administrative fee if the taxpayer identification number is not
provided by year end.

CERTIFICATES

     When you open your account, United Services Funds will send you a
confirmation statement, which will be your evidence that you have opened an
account with United Services Funds. The confirmation statement is
non-negotiable, so if it is lost or destroyed, you will not be required to buy a
lost instrument bond or be subject to other expense or trouble, as you would
with a negotiable stock certificate. At your written request, United Services
Funds will issue negotiable stock certificates. Unless your shares are purchased
with wired funds, a certificate will not be issued until 15 days have elapsed
from the time of purchase, or United Services Funds has satisfactory proof of
payment, such as a copy of your cancelled check. Negotiable certificates will
not be issued for fewer than 100 shares.

                                      15
<PAGE>
                            HOW TO EXCHANGE SHARES

     You have the privilege of exchanging into any of the United Services Funds
or affiliated funds which are registered in your state. An exchange involves the
simultaneous redemption (sale) of shares of one fund and purchase of shares of
another fund at their respective closing net asset value and is a taxable
transaction.

BY TELEPHONE

     You will automatically have the privilege to direct United Services Funds
to exchange your shares by calling toll free 1-800-US-FUNDS (1-800-873-8637). In
connection with such exchanges, neither the Fund nor the Transfer Agent will be
responsible for acting upon any instructions reasonably believed by them to be
genuine. The shareholder, as a result of this policy, will bear the risk of
loss. Each Fund and/or its Transfer Agent will, however, employ reasonable
procedures to confirm that instructions communicated by telephone are genuine
(including requiring some form of personal identification, providing written
confirmation and tape recording conversations); and if either party does not
employ reasonable procedures, it may be liable for losses due to unauthorized or
fraudulent transactions.

BY MAIL

     You may direct United Services Funds in writing to exchange your shares
between identically registered accounts. The request must be signed exactly as
the name appears in the registration. (Before writing, read "Additional
Information About Exchanges.")

ADDITIONAL INFORMATION ABOUT EXCHANGES

     (1) There is a $5 charge, which is paid to United Shareholder Services,
Inc. (the "Transfer Agent" or "USSI"), for each exchange transaction out of any
fund account. Retirement accounts administered by the Advisor or its agents are
charged $5 for each exchange exceeding three per quarter. The exchange fee is
charged to cover administrative costs associated with handling these exchanges.

     (2) Like any other redemption, the Fund reserves the right to hold
redemption proceeds for up to seven days. In such event, the purchase side of
the exchange transaction will also be delayed. You will be notified immediately
if the Fund is exercising said right.

     (3) If the shares you wish to exchange are represented by a negotiable
stock certificate, the certificate must be returned before the exchange can be
effected.

     (4) Shares may not be exchanged unless you have furnished United Services
Funds with your tax identification number, certified as prescribed

                                      16
<PAGE>
by the Internal Revenue Code and Regulations, and the exchange is to an
account with like registration and tax identification number. (See "Tax
Identification Number," page 15.)

     (5) Exchanges out of United Services Funds' equity funds of shares held
less than 14 days are subject to a short-term trading fee described at page 19.

     (6)  The exchange privilege may be terminated at any time. The exchange
fee and other terms of the privilege are subject to change.

                             HOW TO REDEEM SHARES

     You may redeem any or all of your shares at will. United Services Funds
redeems shares at the net asset value next determined after it has received and
accepted a redemption request in proper order. Redemption requests must be
received prior to 4:00 p.m. Eastern time, Monday through Friday, to be effective
that day.

BY MAIL

     A written request for redemption must be in "proper order," which requires
delivery of the following to the Transfer Agent:

     (1) a written request for redemption signed by each registered owner
exactly as the shares are registered, the account number and the number of
shares or the dollar amount to be redeemed;

     (2)  negotiable stock certificates for any shares to be redeemed for
which certificates have been issued;

     (3)  signature guarantees when required; and

     (4)  such additional documents as are customarily required to evidence
the authority of persons effecting redemptions on behalf of corporations,
executors, trustees, and other fiduciaries. Redemptions will not become
effective until all documents in the form required have been received by the
Transfer Agent. (Before writing, read "Additional Information About
Redemptions.")

SPECIAL REDEMPTION ARRANGEMENTS

     Special arrangements may be made by institutional investors or on behalf of
accounts established by brokers, advisers, banks or similar institutions to have
redemption proceeds transferred by wire to pre-established accounts upon
telephone instructions. For further information call the Trust at
1-800-873-8637.

                                      17
<PAGE>
     Telephone redemptions are available for accounts with a balance of at least
$50,000. To establish telephone redemption privileges, call 1-800-873-8637 for
information.

SIGNATURE GUARANTEE

     Redemptions in excess of $15,000 currently require a signature guarantee. A
signature guarantee is required for all redemptions, regardless of the amount
involved, when the proceeds are paid to someone other than the registered owner
of shares to be redeemed or if proceeds are to be mailed to an address other
than the registered address of record. When a signature guarantee is required,
each signature must be guaranteed by: (a) a federally insured bank or thrift
institution; (b) a broker or dealer (general securities, municipal, or
government) or clearing agency registered with the U.S. Securities and Exchange
Commission that maintains net capital of at least $100,000; or (c) a national
securities exchange or national securities association. The guarantee must: (i)
include the statement "Signature(s) Guaranteed"; (ii) be signed in the name of
the guarantor by an authorized person, the person's printed name and position
with guarantor; and (iii) include a recital that the guarantor is federally
insured, maintains the requisite net capital or is a national securities
exchange or association. Shareholders living abroad may acknowledge their
signatures before a U.S. consular officer. Military personnel may acknowledge
their signatures before officers authorized to take acknowledgments (e.g., legal
officers and adjutants).

REDEMPTION PROCEEDS MAY BE SENT TO YOU:

BY MAIL

     If your redemption check is mailed, it is usually mailed within 48 hours;
however, the Fund reserves the right to hold redemption proceeds for up to seven
days. If the shares to be redeemed were purchased by check, the redemption
proceeds will not be mailed until the purchase check has cleared, which may take
up to seven days. You may avoid this requirement by investing by bank wire
(Federal funds). Redemption checks may be delayed if you have changed your
address in the last 30 days. Please notify the Fund promptly in writing, or by
telephone, of any change of address.

BY WIRE

     You may authorize the Fund to transmit redemption proceeds by wire,
provided you send written wiring instructions with a signature guarantee at the
time of redemption. Proceeds from your redemption will usually be transmitted on
the first business day following the redemption. However, the Trust reserves the
right to hold redemptions for up to seven days. If the shares to be redeemed
were purchased by check, the redemption proceeds

                                      18
<PAGE>
will not be wired until the purchase check has cleared, which may take up to
seven days. There is a $10 charge to cover the wire, which is deducted from
redemption proceeds. International wires will be higher.

ADDITIONAL INFORMATION ABOUT REDEMPTIONS

     The redemption price may be more or less than your cost, depending on the
net asset value of the Fund's portfolio next determined after your request is
received.

     A request to redeem shares in an IRA or similar retirement account must be
accompanied by an IRS Form W4-P and a reason for withdrawal as specified by the
IRS. Proceeds from the redemption of shares from a retirement account may be
subject to withholding tax.

     The Trust has the authority to redeem existing accounts and to refuse a
potential account the privilege of having an account in the Trust if the Trust
reasonably determines that the failure to so redeem, or to so prohibit, would
have a material adverse consequence to the Trust and its shareholders. No
account closing fee or redemption fee will be charged to investors whose
accounts are closed under this provision.

     Excessive short-term trading has an adverse impact on effective portfolio
management as well as upon Fund expenses. The Trust has reserved the right to
refuse investments from shareholders who engage in short-term trading.

SHORT-TERM TRADING FEE

     A short-term trading fee of ten basis points or 0.10% of the value of
shares redeemed or exchanged will be assessed to shareholders who redeem or
exchange shares of certain United Services Funds' equity funds (U.S. Gold Shares
Fund, U.S. World Gold Fund, U.S. Global Resources Fund, U.S. Income Fund, U.S.
All American Equity Fund, and U.S. Real Estate Fund) held less than fourteen
(14) calendar days. A fee of 1% of the value of shares redeemed or exchanged
will be assessed to shareholders who redeem or exchange shares of the China
Region Opportunity Fund held less than 180 days.

ACCOUNT CLOSING FEE

     In order to reduce Fund expenses an account closing fee of $10 will be
assessed to shareholders who redeem all shares in their Fund account and direct
that redemption proceeds be delivered to them by mail or wire. The charge is
payable directly to the Fund's Transfer Agent which, in turn, will reduce its
charges to the Fund by an equal amount. The purpose of the charge is to allocate
to redeeming shareholders a more equitable portion of the Transfer Agent's fee,
including the cost of tax reporting, which is based

                                      19
<PAGE>
upon the number of shareholder accounts. The account closing fee does not apply
to exchanges between the United Services Funds' funds nor will it be imposed on
any account which is involuntarily redeemed.

SMALL ACCOUNTS

     Fund accounts which fall, for any reason other than market fluctuations,
below $1,000 at any time during a month will be subject to a monthly small
account charge of $1 which will be payable quarterly. The charge is payable
directly to the Fund's Transfer Agent which, in turn, will reduce its charges to
the Fund by an equal amount. The purpose of the charge is to allocate the costs
of maintaining shareholder accounts more equally among shareholders.

     Active ABC Investment PlanT, UGMA/UTMA, and retirement plan fund accounts
administered by the Advisor or its agents or affiliates will not be subject to
the small account charge.

     In order to reduce expenses of the Fund, the Trust may redeem all of the
shares in any shareholder account, other than active ABC Investment PlanT,
UGMA/UTMA, and retirement plan accounts, if, for a period of more than three
months, the account has a net asset value of $500 or less and the reduction in
value is not due to market fluctuations. If the Fund elects to close such
accounts, it will notify shareholders whose accounts are below the minimum of
its intention to do so, and will provide those shareholders with an opportunity
to increase their accounts by investing a sufficient amount to bring their
accounts up to the minimum amount within ninety (90) days of the notice. No
account closing fee will be charged to investors whose accounts are closed under
this redemption provision.

CONFIRMATION STATEMENTS

     Shareholders normally will receive a confirmation statement after each
transaction showing activity in the account. However, when account activity is
produced solely from dividend reinvestment, confirmation statements will be
mailed quarterly for the Income Fund and semi-annually for the Real Estate Fund.

                                      20
<PAGE>
OTHER SERVICES

     The Trust has available a number of plans and services to meet the special
needs of certain investors. Plans available include:

     (1)  payroll deduction plans, including military allotments;

     (2)  custodial accounts for minors;

     (3)  a flexible, systematic withdrawal plan; and

     (4)  various retirement plans such as IRA, SEP/IRA, 403(b)(7), 401(k) and
          employer-adopted defined contribution plans.

     Application forms and brochures describing these plans and services can be
obtained from the Transfer Agent at 1-800-US-FUNDS (1-800-873-8637).

     There is an annual charge for each retirement plan fund account with
respect to which Security Trust & Financial Company ("ST&FC"), a wholly-owned
subsidiary of the Advisor, acts as custodian (for example, $10 for IRAs and $15
for SEP/IRAs, 403(b)(7)s, profit sharing and other such accounts). If this
administrative charge is not paid separately prior to the last business day of a
calendar year or prior to a total redemption or exchange, it will be deducted
from the shareholder's account.

SHAREHOLDER SERVICES

     United Shareholder Services, Inc. ("USSI"), a wholly-owned subsidiary of
the Advisor, acts as transfer and dividend paying agent for all fund accounts.
Simply write or call 1-800-US-FUNDS for prompt service on any questions about
your account.

24 HOUR CURRENT INFORMATION

     Shareholders can also access 24 hours a day current information on yields,
prices, latest dividends, account balances, and deposits and redemptions for the
previous and current months. Just call 1-800-US-FUNDS and press the appropriate
codes into your touch-tone phone.

                            HOW SHARES ARE VALUED

     Shares of each Fund are purchased or redeemed, on a continuing basis
without a sales charge, at their next determined net asset value per share. The
net asset value per share of each Fund is calculated separately by United
Shareholder Services, Inc. Net asset value per share is determined as of 4:00
p.m. Eastern time, Monday through Friday, exclusive of business holidays on
which the NYSE is closed, by dividing the aggregate net assets of each Fund by
the total number of shares of that Fund outstanding. In the event that the NYSE
and other financial markets close earlier as on the eve

                                      21
<PAGE>
of a holiday, the net asset value per share will be determined earlier in the
day at the close of trading on the NYSE.

     A portfolio security listed or traded on a stock exchange or quoted on
NASDAQ is valued at the last reported sale price prior to the time when assets
are valued. Lacking any sales on that day, the security is valued at the mean
between the last reported bid and ask prices. Over-the-counter portfolio
securities for which market quotations are readily available are valued at the
mean between the most recent bid and ask prices as obtained from one or more
dealers that make markets in the securities. Portfolio securities which are
traded both in the over-the-counter market and on a stock exchange are valued
according to the broadest and most representative market as determined by the
Advisor. When market quotations are not readily available, or when restricted
securities or other assets are being valued, such assets are valued at fair
value as determined in good faith by or under procedures established by the
Board of Trustees.

     Debt securities with maturities of 60 days or less at the time of purchase
are valued on the basis of the amortized cost. This involves valuing an
instrument at its cost initially and, thereafter, assuming a constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument. The corporate
bonds held by the Income Fund are valued by the Transfer Agent based on an
independent pricing service.

                             DIVIDENDS AND TAXES

     Each Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). By
complying with the applicable provisions of the Code, a Fund will not be subject
to Federal income tax on its net investment income and capital gain net income
that are distributed to shareholders.

     All income dividends and capital gain distributions are normally
reinvested, without charge, in additional full and fractional shares of the
Fund. Alternatively, investors may choose: (1) automatic reinvestment of capital
gain distributions in Fund shares and payment of income dividends in cash; (2)
payment of capital gain distributions in cash and automatic reinvestment of
dividends in Fund shares; or (3) all income dividend and capital gain
distributions paid in cash. The share price of the reinvestment will be the net
asset value of the Fund shares computed at the close of business on the date the
dividend or distribution is paid. Dividend checks returned to the Fund as being
undeliverable and dividend checks not cashed after 180 days will automatically
be reinvested at the price of the Fund on the day returned or on or about the
181st day, and the distribution option will be changed to reinvest.

                                      22
<PAGE>
     At the time of purchase, the share price of a Fund may reflect
undistributed income, capital gains or unrealized appreciation of securities.
Any dividend or capital gain distribution paid to a shareholder shortly after a
purchase of shares will reduce the per share net asset value by the amount of
the distribution. Although in effect a return of capital to the shareholder,
these dividends and distributions are fully taxable.

     The Income Fund generally pays dividends quarterly (usually in March, June,
September and December). The Real Estate Fund generally pays dividends twice
each year (usually in June and December). Capital gains, if any, will be
distributed annually in December.

     Each Fund is subject to a nondeductible 4 percent excise tax calculated as
a percentage of certain undistributed amounts of taxable ordinary income and
capital gains net of capital losses. The Funds intend to make such distributions
as may be necessary to avoid this excise tax.

     Dividends from taxable net investment income and distributions of net
short-term capital gains paid by each Fund are taxable to shareholders as
ordinary income, whether received in cash or reinvested in additional shares of
a Fund. A portion of these dividends may qualify for the 70 percent dividends
received deduction available to corporations. Distributions of net capital gains
will be taxable to shareholders as long-term capital gains, whether paid in cash
or reinvested in additional shares, and regardless of the length of time the
investor has held his shares.

     Each January, each Fund will report to its shareholders the Federal tax
status of dividends and distributions paid or declared by the Fund during the
preceding calendar year. This statement will also indicate whether and to what
extent distributions qualify for the 70 percent dividends received deduction
available to corporations.

     The foregoing discussion relates only to generally applicable Federal
income tax provisions in effect as of the date of this prospectus. Therefore,
shareholders should consult their tax advisers about the status of distributions
from the Funds in their own states and localities.

                                  THE TRUST

     United Services Funds (the "Trust") is an open-end management investment
company, consisting of numerous separate, diversified portfolios each of which
has its own investment objectives and policies. The portfolios are designed to
serve a wide range of investor needs.

     The Trust was formed July 31, 1984 as a "business trust" under the laws of
the Commonwealth of Massachusetts. It is a "series" company which is authorized
to issue series of shares without par value, each series representing interests
in a separate portfolio, or divide the shares of any

                                      23
<PAGE>
series into classes. Shares of numerous series have been authorized. The Board
of Trustees of the Trust has the power to create additional series, or divide
existing series into two or more classes, at any time, without a vote of
shareholders of the Trust.

     Under the Trust's First Amended and Restated Master Trust Agreement (the
"Master Trust Agreement"), no annual or regular meeting of shareholders is
required, although the Trustees may authorize Special Meetings from time to
time. Under the terms of the Master Trust Agreement, the Trustees will be a
self-perpetuating body and will continue their positions until they resign, die
or are removed by a written instrument signed by at least two-thirds of the
Trustees, by vote of shareholders holding not less than two-thirds of the shares
then outstanding of the Trust cast at any meeting called for that purpose, or by
a written declaration signed by shareholders holding not less than two-thirds of
the shares then outstanding.

     On any matter submitted to shareholders, shares of each portfolio entitle
their holder to one vote per share, irrespective of the relative net asset
values of each portfolio's shares. On matters affecting an individual portfolio,
a separate vote of shareholders of the portfolio is required. Each portfolio's
shares are fully paid and non-assessable by the Trust, have no preemptive or
subscription rights, and are fully transferable, with no conversion rights.

                           MANAGEMENT OF THE FUNDS

TRUSTEES

     The business affairs of each Fund are managed by the Trust's Board of
Trustees. The Trustees establish policies, as well as review and approve
contracts and their continuance. The Trustees also elect the officers and select
the Trustees to serve as executive and audit committee members.

THE INVESTMENT ADVISOR

     United Services Advisors, Inc., 7900 Callaghan Road, San Antonio, Texas
78229, under an investment advisory agreement with the Trust dated October 26,
1989, furnishes investment advice and is responsible for overall management of
the Trust's business affairs. Frank E. Holmes is Chief Executive Officer and
Chairman of the Board of Directors of the Advisor, as well as President and a
Trustee of the Trust. Since October 1989, Mr. Holmes has owned more than 25% of
the voting stock of the Advisor and is its controlling person. The Advisor was
organized in 1968.

     The Advisor provides to the Trust, and to each of the funds within the
Trust, management and investment advisory services. The Advisor furnishes an
investment program for each of the funds, determines, subject

                                      24
<PAGE>
to the overall supervision and review of the Board of Trustees of the Trust,
what investments should be purchased, sold and held, and makes changes on behalf
of the Trust in the investments of each of the funds.

     The Advisor utilizes a team approach to manage the assets of the U.S.
Income Fund. The team meets regularly to review portfolio holdings and to
discuss purchase and sale activity. Ralph Aldis has been appointed team leader
for the Fund. Mr. Aldis has been the Advisor's director of research from April
1989 to present and has been a portfolio manager since November 1991. The
Advisor also utilizes a team approach to manage the assets of the U.S. Real
Estate Fund. The team meets regularly to review portfolio holdings and to
discuss purchase and sale activity. Timothy Reynolds has been appointed team
leader for the Fund. Mr. Reynolds joined the Advisor as a senior research
analyst in June, 1995. He was employed by another investment advisory firm with
responsibilities involving management of a real estate investment trust and debt
securities for the two years prior to joining the Advisor. Prior to June, 1993
Mr. Reynolds was completing an MBA program and, prior thereto, was employed as a
financial analyst for large consumer products companies.

     The Advisor provides the Trust with office space, facilities and business
equipment and provides the services of executive and clerical personnel for
administering the affairs of the Trust. The Advisor pays the expense of printing
and mailing prospectuses and sales materials used for promotional purposes.

     The Advisory Agreement with the Trust provides for each Fund to pay the
Advisor a management fee based upon the average net assets of that Fund
separately. The fee for managing each of the Income Fund and the Real Estate
Fund for the fiscal period ended June 30, 1995 was 0.75% of average net assets.

     The Advisor may, out of profits derived from its management fee, pay
certain financial institutions (which may include banks, securities dealers and
other industry professionals) a "servicing fee" for performing certain
administrative servicing functions for Fund shareholders to the extent these
institutions are allowed to do so by applicable statute, rule or regulation.
These fees will be paid periodically and will generally be based on a percentage
of the value of the institutions' client Fund shares.

     The Transfer Agency Agreement with the Trust provides for each Fund to pay
USSI an annual fee of $23.00 per account ( 1/12 of $23.00 monthly). In
connection with obtaining/providing administrative services to the beneficial
owners of Trust shares through broker-dealers which provide such services and
maintain an omnibus account with the Transfer Agent, each Fund shall pay to the
Transfer Agent a monthly fee equal to one-twelfth ( 1/12) of 12.5 basis points
(.00125) of the value of the shares of the Funds held in accounts at the
broker-dealer, which payment shall not

                                      25
<PAGE>
exceed $1.67 multiplied by the average daily number of accounts holding Trust
shares at the broker-dealer. These fees cover the usual transfer agency
functions. In addition, the Funds bear certain other Transfer Agent expenses
such as the costs of record retention and postage, plus the telephone and line
charges (including the toll-free 800 service) used by shareholders to contact
the Transfer Agent. For the fiscal period ended June 30, 1995, the Income and
Real Estate Funds paid USSI a total of $43,400 and $44,241, respectively for the
transfer agency, lockbox and printing fees due USSI. Transfer Agent fees,
including reimbursed expenses, are reduced by the amount of small account
charges, account maintenance fees and account closing fees the Transfer Agent is
paid.

     USSI performs bookkeeping and accounting services, and determines the daily
net asset value for each of the Funds. With regard to the Income Fund and Real
Estate Fund, bookkeeping and accounting services are provided to each Fund for
an asset based fee of 0.03% of the first $250 million average net assets, 0.02%
of the next $250 million average net assets and 0.01% of average net assets in
excess of $500 million -- subject to an annual minimum fee of $24,000 per Fund.
USSI received fees of $24,000 each for the Income Fund and Real Estate Fund for
the year ended June 30, 1995.

     Additionally, the Advisor is reimbursed certain costs for in-house legal
services pertaining to each Fund.

     The Trust pays all other expenses for its operations and activities. Each
Fund pays its allocable portion of these expenses. The expenses borne by the
Trust include the charges and expenses of any shareholder servicing agents,
custodian fees, legal and auditors' expenses, brokerage commissions for
portfolio transactions, the advisory fee, extraordinary expenses, expenses of
shareholder and trustee meetings, expenses for preparing, printing and mailing
proxy statements, reports and other communications to shareholders, and expenses
of registering and qualifying shares for sale, among others.

                           PERFORMANCE INFORMATION

     From time to time, in advertisements or in reports to shareholders or
prospective shareholders, each Fund may compare its performance, either in terms
of its yield, total return or its yield and total return, to that of other
mutual funds with similar investment objectives and to stock or other indices.
For example, a Fund may compare its performance to rankings prepared by Lipper
Analytical Services, Inc. ("Lipper"), a widely recognized independent service
which monitors the performance of mutual funds; to Morningstar's Mutual Fund
Values; to the Standard & Poor's 500 Composite Stock Price Index ("S&P 500"), an
index of unmanaged groups of common stock; to the Morgan Stanley Capital
International Index

                                      26
<PAGE>
European (Free) Portion; to the FT-SE Eurotrack 200 Index; or to the Consumer
Price Index. Performance information and rankings as reported in Changing Times,
Business Week, Institutional Investor, the Wall Street Journal, Mutual Fund
Forecaster, No-Load Investor, Money Magazine, Forbes, Fortune, Investors Daily
and Barron's magazine may also be used in comparing performance of each Fund.
Performance comparisons should not be considered as representative of the future
performance of any Fund.

     A Fund's average annual total return is computed by determining the average
annual compounded rate of return for a specified period that, if applied to a
hypothetical $1,000 initial investment, would produce the redeemable value of
that investment at the end of the period, assuming reinvestment of all dividends
and distributions and with recognition of all recurring charges. A Fund may also
utilize a total return for differing periods computed in the same manner but
without annualizing the total return.

     A Fund's "yield" refers to the income generated by an investment in the
Fund over a 30-day (or one month) period (which period will be stated in the
advertisement). Yield is computed by dividing the net investment income per
share earned during the most recent calendar month or 30-day period by the
maximum offering price per share on the last day of such period. This income is
then "annualized." That is, the amount of income generated by the investment
during that period is assumed to be generated each month over a 12-month period
and is shown as a percentage of the investment.

     For purposes of the yield calculation, interest income is computed based on
the yield to maturity of each debt obligation and dividend income is computed
based upon the stated dividend rate of each security in the Fund's portfolio,
and all recurring charges are recognized.

     The standard total return and yield results do not take into account
recurring and nonrecurring charges for optional services which only certain
shareholders elect and which involve nominal fees such as the $5 fee for
exchanges.

                                      27
<PAGE>
                            UNITED SERVICES FUNDS

                         SHARES OF THE FUNDS ARE SOLD
                AT NET ASSET VALUE WITHOUT SALES COMMISSIONS,
                        REDEMPTION FEES OR 12B-1 FEES

                               U.S. Income Fund
                            U.S. Real Estate Fund

                              INVESTMENT ADVISOR
                        United Services Advisors, Inc.
                             7900 Callaghan Road
                       Mailing Address: P.O. Box 29467
                        San Antonio, Texas 78229-0467

                                TRANSFER AGENT
                      United Shareholder Services, Inc.
                               P.O. Box 781234
                        San Antonio, Texas 78278-1234

                                  CUSTODIAN
                            Bankers Trust Company
                                16 Wall Street
                              New York, NY 10005

                                LEGAL COUNSEL
                           Goodwin, Procter & Hoar
                                Exchange Place
                               Boston, MA 02109

                           INDEPENDENT ACCOUNTANTS
                             Price Waterhouse LLP
                        One Riverwalk Place, Ste. 900
                           San Antonio, Texas 78205

                                 100% No Load

                      Be Sure to Retain This Prospectus;
                      It Contains Valuable Information.
================================================================================
              IMPORTANT ADDITIONAL INFORMATION FOR SHAREHOLDERS OF
                              UNITED SERVICES FUNDS
                   UNITED SERVICES INTERMEDIATE TREASURY FUND

                           JULY 29, 1996 SUPPLEMENT TO
                        PROSPECTUS DATED NOVEMBER 1, 1995

SUMMARY OF FEES AND EXPENSES--P. 2, P. 3, P. 20
The Advisor has guaranteed that Total Fund Operating  Expenses of the Fund (as a
percentage of net assets) will not exceed 0.40% on an  annualized  basis through
June 30, 1997 or until such later date as the Advisor determines.

HOW TO PURCHASE SHARES--P. 9
All  purchases  of shares  are  subject to  acceptance  by the Trust and are not
binding until  accepted.  United Services Funds reserves the right to reject any
application or  investment.  Orders  received by the Fund's  transfer agent or a
sub-agent  before 4:00 p.m.,  Eastern time,  Monday through Friday  exclusive of
business  holidays,  and  accepted by the Fund will receive the share price next
computed after receipt of the order.

HOW TO REDEEM SHARES--P. 12
You may redeem any or all of your shares at will.  Redemption  requests received
in proper order by the Fund's  transfer  agent or a sub-agent  before 4:00 p.m.,
Eastern time,  Monday through Friday exclusive of business holidays will receive
the share price next computed after receipt of the request.

HOW TO SPEED REDEMPTIONS--P. 12
To redeem  your Fund  shares by  telephone,  you may call the Fund and direct an
exchange  out of the Fund into an  identically  registered  account  in a United
Services treasury money market fund ($1,000 minimum initial investment). You may
then write a check against your treasury money market fund account.  See "How to
Exchange Shares" in the prospectus for a description of exchanges, including the
$5 exchange fee. Call 1-800-426-6635 for more information  concerning  telephone
redemption and a treasury money market fund prospectus.

MANAGEMENT OF THE FUNDS, THE INVESTMENT ADVISOR--P. 20
The Transfer Agency  Agreement with the Trust provides for each Fund to pay USSI
an annual fee of $23.00 per account (1/12 of $23.00 monthly). In connection with
obtaining/providing  administrative  services to the beneficial  owners of Trust
shares through  broker-dealers,  banks, trust companies and similar institutions
which  provide such  services and maintain an omnibus  account with the Transfer
Agent,  each  Fund  shall  pay to the  Transfer  Agent a  monthly  fee  equal to
one-twelfth  (1/12) of 12.5 basis points  (.00125) of the value of the shares of
the Funds held in accounts at the  institutions,  which payment shall not exceed
$1.92  multiplied by the average daily number of accounts holding Trust share at
the institution.

INVESTMENT OBJECTIVES AND CONSIDERATIONS--P. 1
Each investor is responsible for determining whether or not an investment in the
Fund is appropriate for his or her needs.
 ................................................................................
                            UNITED SERVICES FUNDS

                  UNITED SERVICES INTERMEDIATE TREASURY FUND

                               P.O. BOX 781234
                        SAN ANTONIO, TEXAS 78278-1234

                       1-800-873-8637 (1-800-US-FUNDS)
               (INFORMATION, SHAREHOLDER SERVICES AND REQUESTS)

UNITED SERVICES INTERMEDIATE TREASURY FUND-A MUTUAL FUND DESIGNED
TO PROVIDE A HIGH CURRENT RETURN AND PRESERVATION OF CAPITAL BY
INVESTING IN UNITED STATES TREASURY SECURITIES.

                                  PROSPECTUS
                               NOVEMBER 1, 1995

     This prospectus presents information that a prospective investor should
know before investing in the United Services Intermediate Treasury Fund (the
"Fund"), a no-load mutual fund of United Services Funds (the "Trust"). Read
and retain this prospectus for future reference.

     A Statement of Additional Information dated November 1, 1995, has been
filed with the Securities and Exchange Commission and is incorporated herein
by reference. This Statement is available free from United Services Funds upon
written request at the address set forth above or by calling 1-800-873-8637.

               THESE SECURITIES HAVE NOT BEEN APPROVED OR DIS-
                 APPROVED BY THE SECURITIES AND EXCHANGE COM-
                  MISSION OR ANY STATE SECURITIES COMMISSION
                   NOR HAS THE SECURITIES AND EXCHANGE COM-
                   MISSION OR ANY STATE SECURITIES COMMIS-
                       SION PASSED UPON THE ACCURACY OR
                       ADEQUACY OF THIS PROSPECTUS. ANY
                        REPRESENTATION TO THE CONTRARY
                            IS A CRIMINAL OFFENSE.
<PAGE>
                              TABLE OF CONTENTS

                                     PAGE
                                     ----
SUMMARY OF FEES AND EXPENSES.........   2
FINANCIAL HIGHLIGHTS.................   4
INVESTMENT OBJECTIVES AND
CONSIDERATIONS.......................   6
HOW TO PURCHASE SHARES...............   8
HOW TO EXCHANGE SHARES...............  11
HOW TO REDEEM SHARES.................  12
HOW SHARES ARE VALUED................  17
DIVIDENDS AND TAXES..................  17
THE TRUST............................  19
MANAGEMENT OF THE FUND...............  19
PERFORMANCE INFORMATION..............  21

                         SUMMARY OF FEES AND EXPENSES

     The following summary, which is based on the Advisor's voluntary
agreement to cap expenses at 0.40% until June 30, 1996 or until such later
date as the Advisor determines, is provided to assist you in understanding the
various costs and expenses a shareholder in the Fund could bear directly and
indirectly.

SHAREHOLDER TRANSACTION EXPENSES
     Maximum Sales Load...............................................  None
     Redemption Fee...................................................  None
     Administrative Exchange Fee......................................  $ 5
     Account Closing Fee (does not apply to exchanges)................  $10
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET
  ASSETS)(1)
     Management Fees (net of waivers and
        reimbursements)...............................................  0.00%(2)
     12b-1 Fees.......................................................  None
     Other Expenses, including Transfer Agency and Accounting Services
        Fees..........................................................  0.40%
     Total Fund Operating Expenses (net of waivers and
        reimbursements)...............................................  0.40%(2)

     Except for active ABC Investment PlanT, UGMA/UTMA and retirement
accounts, if an account balance falls, for any reason other than market
fluctuations, below $1,000 at any time during a month, that account will be
subject to a small account charge of $5 for that month. See "Small Accounts"
on page 15.

     A Shareholder who requests delivery of redemption proceeds by wire will
be subject to a $10 charge. International wires will be charged more.

                                      2
<PAGE>

HYPOTHETICAL EXAMPLE OF EFFECT OF FUND EXPENSES:

     You would pay the following expenses on a $1,000 investment, assuming 5%
annual return:

1 year...............................  $      14
3 years..............................  $      63
5 years..............................  $     114
10 years.............................  $     254

Included in these estimates is the account closing fee of $10 for each period.
This is a flat charge which does not vary with the size of your investment.
Accordingly, for investments larger than $1,000, your total expenses will be
substantially lower in percentage terms than this illustration implies. The
examples should not be considered a representation of past or future expenses.
Actual expenses may be more or less than those shown.
- ------------------------------------------------------------------------------

(1)  Annual Fund Operating Expenses are based on the Fund's historical
expenses. Management fees are paid to United Services Advisors, Inc. (the
"Advisor") for managing its investments and business affairs. The Fund incurs
other expenses for maintaining shareholder records, furnishing shareholder
statements and reports, and for other services. Transfer agency and accounting
services fees are paid to United Shareholder Services, Inc. ("USSI" or the
"Transfer Agent"), a subsidiary of the Advisor, and are not charged directly
to individual shareholder accounts. The Transfer Agent charges the Fund $23.00
per shareholder account per year. The account closing fee and small account
charge will be paid by the shareholder directly to the Transfer Agent which
will, in turn, reduce its charges to the Fund by a like amount. Please refer
to the section entitled "Management of the Fund" on page 19 for further
information.

(2)  The Advisor has guaranteed that Total Fund Operating Expenses of the Fund
(as a percentage of net assets) will not exceed 0.40% on an annualized basis
through June 30, 1996 or until such later date as the Advisor determines.
Based on actual operating expenses of the Fund for the year ended June 30,
1995, Management Fees, Other Expenses, Transfer Agency Fees, Accounting
Service Fees and Total Operating Expenses would have been 0.50%, 0.94%, 0.22%,
0.59% and 2.25%, respectively, in the absence of fee waivers and expense
reimbursements by the Advisor.

                                      3
<PAGE>
                             FINANCIAL HIGHLIGHTS

                    UNITED SERVICES INTERMEDIATE TREASURY

     The following per share data and ratios for a share of beneficial
interest outstanding throughout the period ended June 30, 1992 and the three
years ended June 30, 1995 have been audited by Price Waterhouse LLP, the
Fund's Independent Accountants. The related financial statements and the
report of Independent Accountants are included in the Fund's 1995 Annual
Report to Shareholders and are incorporated by reference into the Statement of
Additional Information ("SAI"). In addition to the data set forth below,
further information about the performance of the Fund is contained in the
Annual Report to Shareholders and SAI which may be obtained without charge.

     Selected data for a capital share outstanding throughout each year is as
follows:

                                            YEAR ENDED JUNE 30,
                                      ------------------------------   PERIOD
                                        1995       1994       1993    ENDED(A)
                                      ---------  --------  ---------  --------
Per Share Operating Performance:
Net asset value, beginning of
  period............................. $   10.16     11.21      10.26   $10.00
                                      ---------  --------  ---------  --------
     Net investment income(c)........       .66       .64        .60      .05
     Net realized and unrealized gain
       (loss) on investments(d)......       .27     (.91)        .90      .26
                                      ---------  --------  ---------  --------
     Total from investment
       operations....................       .93     (.27)       1.50      .31
                                      ---------  --------  ---------  --------
     Less dividends and
       distributions:
       Dividends from net investment
          income.....................     (.62)     (.64)       (.49)    (.05)
       Distributions in excess of net
          investment income(e).......        --      (.12)      (.02)      --
       Distributions from net
          realized gain..............        --        --       (.04)      --
       Tax return of capital
          distributions(e)...........        --      (.02)        --       --
                                      ---------  --------  ---------  --------
     Total dividends and
       distributions.................      (.62)     (.78)      (.55)    (.05)
                                      ---------  --------  ---------  --------
     Net asset value, end of
       period........................ $   10.47     10.16      11.21   $10.26
                                      =========  ========  =========  ========
     Total Investment Return(f)......      9.62%    (2.68)     14.96    22.94
     Ratios/Supplemental Data:
     Net assets, end of period (in
       thousands).................... $   4,580     4,340      4,581   $1,078
     Ratio of expenses to average net
       assets........................       .20(g)     --        .64      .66(b)
     Ratio of net income to average
       net assets....................      6.49(g)   5.99       5.44     6.14(b)
     Portfolio turnover rate.........    152.39%    92.50     206.56   553.92(b)

                                                (FOOTNOTES ON FOLLOWING PAGE)

                                      4
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)

(a)  For the period from May 8, 1992 (date of commencement of operations) to
     June 30, 1992.

(b)  Annualized; the ratios are not necessarily indicative of twelve months of
     operation.

(c)  Net of expense reimbursements.

(d)  Includes the effect of capital share transactions throughout the year.

(e)  Distributions in excess of net investment income and net realized gains
     and tax returns of capital are presented in accordance with SOP 93-2,
     Determination, Disclosure, and Financial Statement Presentation of
     Income, Capital Gain, and Return of Capital Distribution by Investments
     Companies which was first implemented by the Funds in fiscal 1993.
     Information for prior years has not been restated.

(f)  Total return does not reflect the effect of account fees.

(g)  Expense ratio is net of expense reimbursement and fee waivers by the
     Advisor. Had such reimbursements been made, the expense ratio subject to
     the most restrictive state limitation would have been 2.25% and the net
     investment income ratio would have been 4.43%.

                                      5
<PAGE>
                   INVESTMENT OBJECTIVES AND CONSIDERATIONS

     United Services Funds (the "Trust") is an open-end management investment
company managed by United Services Advisors, Inc. (the "Advisor"). United
Services Intermediate Treasury Fund (the "Fund") is a sub-trust or series of
the Trust.

     The Fund's investment objective is to seek high current income and
preservation of capital by investing in United States Treasury securities. The
Fund will invest 100% of its portfolio in United States Treasury securities
and will invest at least 65% of its portfolio in United States Treasury
securities that have a remaining maturity from one to ten years. The weighted
average maturity of the portfolio will range between three and ten years.

     The Fund's Advisor will actively manage the portfolio in an effort to
obtain high current income derived primarily from interest on Treasury
securities. The Fund will maintain a flexible policy of investing in
securities of different maturities, and the Fund's weighted average maturity
will change in response to actual and/or perceived changes in interest rates.

     United States Treasury securities differ only in their interest rates and
maturities at time of issuance. Maturities upon issuance, for example, are:
United States Treasury bills, one year or less; United States Treasury notes,
one to ten years; and United States Treasury bonds, generally greater than ten
years.

     United States Treasury securities are, in the Advisor's opinion, the
safest securities in the world and are backed by the "full faith and credit"
pledge of the United States Treasury. Of course, like any other debt
securities, the market value of United States Treasury securities is subject
to fluctuation when interest rates change. Generally, as prevailing interest
rates decline the value of such securities will increase, and as prevailing
interest rates increase, the value of such securities will decline. Further,
securities in which the Fund invests may not earn as high a level of current
income as longer term or lower quality securities which generally have less
liquidity, greater market risk, and more fluctuation in market value.

STATE TAXATION

     Under Federal law, income derived from obligations issued by the United
States Government is exempt from state income tax. All states that tax
personal income permit mutual funds to pass through this tax exemption to
shareholders provided applicable diversification/threshold limits and
reporting requirements are satisfied. To maximize the tax-effective yield for
shareholders, the Fund will invest only in obligations that qualify for the
exemption from taxation.

                                      6
<PAGE>
LENDING OF PORTFOLIO SECURITIES

     The Fund may lend securities to broker-dealers or institutional investors
for their use in connection with short sales, arbitrages and other securities
transactions. The Fund will not lend portfolio securities unless the loan is
secured by collateral (consisting of any combination of cash, United States
Government securities or irrevocable letters of credit) in an amount at least
equal (on a daily mark-to-market basis) to the current market value of the
securities loaned. In the event of a bankruptcy or breach of agreement by the
borrower of the securities, the Fund could experience delays and costs in
recovering the securities loaned. The Fund will not enter into securities
lending agreements unless its custodian bank/lending agent will fully
indemnify the Fund against loss due to borrower default. The Fund may not lend
securities with an aggregate market value of more than one-third of the Fund's
total net assets.

SPECIAL LIMITATIONS

     The investment objective of the Fund is not a fundamental policy and may
be changed by the Board of Trustees without shareholder approval, provided
that the change is permitted without shareholder approval under the laws of
all states in which the Fund's shares are offered. If there is a change in
investment objective, shareholders should consider whether the Fund remains an
appropriate investment in light of their then current financial position and
needs.

     The following policies of the Fund are fundamental and may not be changed
by the Board of Trustees without shareholder approval: (1) the Fund may borrow
up to 33 1/3% of the total assets of that Fund as a temporary measure (for
extraordinary purposes) although the Fund may not purchase additional
securities during such time as its borrowings exceeds 5% of total assets; (2)
the Fund may lend portfolio securities with an aggregate market value of not
more than one-third of its total net assets; and (3) with respect to 75% of
its total assets, the Fund may invest up to 5% of the value of its total
assets in the securities of any one issuer (except such limitation does not
apply to obligations issued or guaranteed by the United States Government or
its agencies or instrumentalities).

     The Fund may not invest more than 10% of its total net assets in illiquid
securities, including securities that are not readily marketable.

     In the event of a major disruption in the currency or money markets,
which in the Advisor's opinion might seriously adversely affect the Fund's
assets or share price, the Advisor may place some or all of the Fund's assets
in repurchase agreements secured by United States Treasury securities and/or
cash. In such event the Fund's custodian always has possession of securities
serving as collateral or has evidence of book entry receipt of such

                                      7
<PAGE>
securities. In a repurchase agreement, a Fund purchases securities subject to
the seller's agreement to repurchase such securities at a specified time
(normally one day) and price. The repurchase price reflects an agreed-upon
interest rate during the time of investment. All Fund repurchase agreements
must be collateralized by United States Treasury securities, the market values
of which equal or exceed 102% of the principal amount of the repurchase
obligation. If an institution enters into an insolvency proceeding, the
resulting delay in liquidation of securities serving as collateral could cause
the Fund some loss if the value of the securities declined prior to
liquidation. To minimize the risk of loss, the Fund will enter into repurchase
agreements only with domestic broker-dealers, banks and other financial
institutions which the Board of Trustees considers creditworthy.

                            HOW TO PURCHASE SHARES

     The minimum initial investment is $1,000. The minimum subsequent
investment is $50. The minimum initial investment for persons enrolled in an
ABC Investment PlanT is $100 and the minimum subsequent investment pursuant to
such a plan is $30 per month per account. There is no minimum purchase for
retirement plan accounts administered by the Advisor or its agents and a
reduced $50 minimum on initial purchases for custodial accounts for minors.

YOU MAY INVEST IN THE FOLLOWING WAYS:

BY MAIL

     Send your application and check or money order, made payable to the Fund,
to P.O. Box 781234, San Antonio, Texas 78278-1234.

     When making subsequent investments, enclose your check with the return
remittance portion of the confirmation of your previous investment or indicate
on your check or a separate piece of paper your name, address and account
number and mail to the address mentioned above. Do not use the remittance
portion of your confirmation statement for a different fund as it is
pre-coded. This may cause your investment to be invested into the wrong fund.
If you wish to purchase shares in more than one fund, send a separate check or
money order for each fund. Third-party checks will not be accepted, and the
Trust reserves the right to refuse to accept second-party checks.

BY TELEPHONE

     Once your account is open, you may make investments by telephone by
calling 1-800-US-FUNDS (1-800-873-8637). Investments by telephone are not
available for money market funds or any retirement account

                                      8
<PAGE>
administered by the Advisor or its agents. The maximum telephone purchase is
ten times the value of the shares owned, calculated at the last available net
asset value. Payment for shares purchased by telephone is due within seven
business days after the date of the transaction. You cannot exchange shares
purchased by telephone until after the payment has been received and accepted
by the Trust.
 
BY WIRE
 
     You may make your initial or subsequent investments in United Services
Funds by wiring funds. To do so, call United Services Funds at
1-800-US-FUNDS (1-800-873-8637) for a confirmation number and wiring
instructions.
 
BY ABC INVESTMENT PLANT
 
     Once your account is open, you may make investments automatically by
completing the ABC Investment PlanT (Automatically Building Capital Investment
Plan) form authorizing United Services Funds to draw on your bank account
regularly for as little as $30 a month beginning within thirty (30) days after
the account is opened. You should inquire at your bank whether it will honor
debits through the Automated Clearing House ("ACH") or, if necessary,
preauthorized checks. You may change the date or amount of your investment or
discontinue the Plan at any time by letter received by United Services Funds
at least five business days before the change is to become effective.
 
ADDITIONAL INFORMATION ABOUT PURCHASES
 
     All purchases of shares are subject to acceptance by the Trust and are
not binding until accepted. United Services Funds reserves the right to reject
any application or investment. Orders become effective as of 4:00 p.m. Eastern
time, Monday through Friday, exclusive of business holidays. In the event that
the NYSE and other financial markets close earlier, as on the eve of a
holiday, orders will become effective earlier in the day at the close of
trading on the NYSE.
 
     If your telephone order to purchase shares is cancelled due to nonpayment
(whether or not your check has been processed by the Fund), you will be
responsible for any loss incurred by the Trust by reason of such cancellation.
 
     If checks are returned unpaid due to nonsufficient funds, stop payment or
other reasons, the Trust will charge $20, and you will be responsible for any
loss incurred by the Trust with respect to cancelling the purchase.
 
     To recover any such loss or charge, the Trust reserves the right, without
further notice, to redeem shares of any fund already owned by any
 
                                      9
<PAGE>
purchaser whose order is canceled, for whichever reason, and such a purchaser
may be prohibited from placing further orders unless investments are
accompanied by full payment by wire or cashier's check.
 
     United Services Funds charges no sales commissions or "loads" of any
kind. However, investors may purchase and sell shares through registered
broker-dealers who may charge fees for their services.
 
     Investments paid for by checks drawn on foreign banks may be deferred
until such checks have cleared the normal collection process. In such
instances, any amount charged to the Trust for collection procedures will be
deducted from the amount invested.
 
     If the Trust incurs a charge for locating a shareholder without a current
address, such charge will be passed through to the shareholder.
 
TAX IDENTIFICATION NUMBER
 
     The Fund is required by Federal law to withhold and remit to the United
States Treasury a portion of the dividends, capital gains distributions and
proceeds of redemptions paid to any shareholder who fails to furnish the Fund
with a correct taxpayer identification number, who underreports dividend or
interest income or who fails to provide certification of tax identification
number. In order to avoid this withholding requirement, you must certify on
your application, or on separate W-9 Form supplied by the Transfer Agent, that
your taxpayer identification number is correct and that you are not currently
subject to backup withholding or you are exempt from backup withholding. For
individuals, your taxpayer identification number is your social security
number.
 
     Instructions to exchange or transfer shares held in established accounts
will be refused until the certification has been provided. In addition, the
Fund assesses a $50 administrative fee if the taxpayer identification number
is not provided by year end.
 
CERTIFICATES
 
     When you open your account, United Services Funds will send you a
confirmation statement which will be your evidence that you have opened an
account with United Services Funds. The confirmation statement is
nonnegotiable, so if it is lost or destroyed, you will not be required to buy
a lost instrument bond or be subject to other expense or trouble, as you would
with a negotiable stock certificate. At your written request, United Services
Funds will issue negotiable stock certificates. Unless your shares are
purchased with wired funds, a certificate will not be issued until 15 days
have elapsed from the time of purchase, or United Services Funds has
satisfactory proof of payment, such as a copy of your cancelled check.
Negotiable certificates will not be issued for fewer than 100 shares.

                                      10
<PAGE>
                            HOW TO EXCHANGE SHARES
 
     You have the privilege of exchanging into any of the other United
Services Funds or affiliated funds which are registered in your state. An
exchange involves the simultaneous redemption (sale) of shares of one fund and
purchase of shares of another fund at the respective closing net asset value
and is a taxable transaction.
 
BY TELEPHONE
 
     You will automatically have the privilege to direct United Services Funds
to exchange your shares by calling toll free 1-800-US-FUNDS
(1-800-873-8637). In connection with such exchanges, neither the Fund nor the
Transfer Agent will be responsible for acting upon any instructions reasonably
believed by them to be genuine. The shareholder, as a result of this policy,
will bear the risk of loss. The Fund and/or its Transfer Agent will, however,
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine (including requiring some form of personal
identification, providing written confirmation and tape recording
conversations); and if either party does not employ reasonable procedures, it
may be liable for losses due to unauthorized or fraudulent transactions.
 
BY MAIL
 
     You may direct United Services Funds in writing to exchange your shares
between identically registered accounts. The request must be signed exactly as
the name appears in the registration. (Before writing, read "Additional
Information About Exchanges.")
 
ADDITIONAL INFORMATION ABOUT EXCHANGES
 
     (1) There is a $5 charge, which is paid to United Shareholder Services,
Inc. (the "Transfer Agent" or "USSI"), for each exchange transaction out of
any fund account. Retirement accounts administered by the Advisor or its
agents are charged $5 for each exchange in excess of three per quarter. The
exchange fee is charged to cover administrative costs associated with handling
these exchanges.

     (2) Like any other redemption, the Fund reserves the right to hold
exchange proceeds for up to seven days. In such event, the purchase of the
exchange transaction will also be delayed. You will be notified immediately if
the Fund is exercising said right.
 
     (3) If the shares you wish to exchange are represented by a negotiable
stock certificate, the certificate must be returned before the exchange can be
effected.
 
                                      11
<PAGE>
     (4) Shares may not be exchanged unless you have furnished United Services
Funds with your tax identification number, certified as prescribed by the
Internal Revenue Code and Regulations, and the exchange is to an account with
like registration and tax identification number. (See "Tax Identification
Number," page 10.)
 
     (5) Exchanges out of United Services Funds' equity funds of shares held
less than 14 days are subject to a short-term trading fee described on page
14.
 
     (6) The exchange privilege may be terminated at any time. The exchange
fee and other terms of the privilege are subject to change.
 
     (7) The Fund will not permit shareholders to exchange into any fund
unless that fund is registered in the state of that shareholder's residence.
 
                             HOW TO REDEEM SHARES
 
     You may redeem any or all of your shares at will. The Fund redeems shares
at the net asset value next determined after it has received and accepted a
redemption request in proper order. Redemption requests must be received prior
to 4:00 p.m. Eastern time, Monday through Friday, to be effective that day.
 
BY MAIL
 
     A written request for redemption must be in "proper order," which
requires delivery of the following to the Transfer Agent:
 
     (1) a written request for redemption signed by each registered owner
exactly as the shares are registered, the account number and the number of
shares or the dollar amount to be redeemed.
 
     (2) negotiable stock certificates for any shares to be redeemed for which
certificates have been issued.
 
     (3) signature guarantees when required.
 
     (4) such additional documents as are customarily required to evidence the
authority of persons effecting redemptions on behalf of corporations,
executors, trustees and other fiduciaries. Redemptions will not become
effective until all documents in the form required have been received by the
Transfer Agent. (Before writing, read "Additional Information About
Redemptions.")
 
                                      12
<PAGE>
SPECIAL REDEMPTION ARRANGEMENTS
 
     Special arrangements may be made by institutional investors, or on behalf
of accounts established by brokers, advisers, banks or similar institutions,
to have redemption proceeds transferred by wire to pre-established accounts
upon telephone instructions. For further information call the Trust at
1-800-US-FUNDS (1-800-873-8637).
 
     Telephone redemptions are available for accounts with a balance of at
least $50,000. To establish telephone redemption privileges, call 1-800-873-
8637 for information.
 
SIGNATURE GUARANTEE
 
     Redemptions in excess of $15,000 currently require a signature guarantee.
A signature guarantee is required for all redemptions, regardless of the
amount involved, when the proceeds are to be paid to someone other than the
registered owner of the shares to be redeemed or if proceeds are to be mailed
to an address other than the registered address of record. When a signature
guarantee is required, each signature must be guaranteed by: (a) a federally
insured bank or thrift institution; (b) a broker or dealer (general
securities, municipal, or government) or clearing agency registered with the
U.S. Securities and Exchange Commission that maintains net capital of at least
$100,000; or (c) a national securities exchange or national securities
association. The guarantee must: (i) include the statement "Signature(s)
Guaranteed"; (ii) be signed in the name of the guarantor by an authorized
person, the person's printed name and position with guarantor; and (iii)
include a recital that the guarantor is federally insured, maintains the
requisite net capital or is a national securities exchange or association.
Shareholders living abroad may acknowledge their signatures before a U.S.
consular officer. Military personnel may acknowledge their signatures before
officers authorized to take acknowledgments (e.g., legal officers and
adjutants).
 
REDEMPTION PROCEEDS MAY BE SENT TO YOU:
 
BY MAIL
 
     If your redemption check is mailed, it is usually mailed within 48 hours
of receipt of the redemption request; however, the Fund reserves the right to
hold redemption proceeds for up to seven days. If the shares to be redeemed
were purchased by check, the redemption proceeds will not be mailed until the
purchase check has cleared. Redemption checks may be delayed if you have
changed your address in the last 30 days. Please notify the Fund promptly in
writing, or by telephone, of any change of address.
 
                                      13
<PAGE>
BY WIRE
 
     You may authorize the Fund to transmit redemption proceeds by wire,
provided you send written wiring instructions with a signature guarantee at
the time of redemption. Proceeds from your redemption will usually be
transmitted on the first business day following the redemption. However, the
Trust reserves the right to hold redemptions for up to seven days. If the
shares to be redeemed were purchased by check, the redemption proceeds will
not be wired until the purchase check has cleared, which may take up to seven
days. There is a $10 charge to cover the wire, which is deducted from
redemption proceeds. International wire charges will be higer.
 
ADDITIONAL INFORMATION ABOUT REDEMPTIONS
 
     The redemption price may be more or less than your cost, depending on the
net asset value of the Fund's portfolio next determined after your request is
received.
 
     A request to redeem shares in an IRA or similar retirement account must
be accompanied by an IRS Form W4-P and a reason for withdrawal as specified by
the IRS. Proceeds from the redemption of shares from a retirement account may
be subject to withholding tax.
 
     The Trust has the authority to redeem existing accounts and to refuse a
potential account the privilege of having an account in the Trust if the Trust
reasonably determines that the failure to so redeem, or to so prohibit, would
have a material adverse consequence to the Trust and its shareholders. No
account closing fee or redemption fee will be charged to investors whose
accounts are closed under this provision.
 
     Excessive short-term trading has an adverse impact on effective portfolio
management as well as upon Fund expenses. The Trust has reserved the right to
refuse investments from shareholders who engage in short-term trading.
 
SHORT-TERM TRADING FEE
 
     A short-term trading fee of ten basis points or 0.10% of the value of
shares redeemed or exchanged will be assessed to shareholders who redeem or
exchange shares of certain United Services Funds' equity funds (U.S. Gold
Shares Fund, U.S. World Gold Fund, U.S. Global Resources Fund, U.S. Income
Fund, U.S. All American Equity Fund, and U.S. Real Estate Fund) held less than
fourteen (14) calendar days. This fee is payable directly to the Fund for the
purpose of offsetting costs associated with short-term trading. A fee of 1% of
the value of shares redeemed or exchanged will be assessed to shareholders who
redeem or exchange shares of the China Region Opportunity Fund held less than
180 calendar days.
 
                                      14
<PAGE>
ACCOUNT CLOSING FEE
 
     In order to reduce Fund expenses, an account closing fee of $10 will be
assessed to shareholders who redeem all shares in their Fund account and
direct that redemption proceeds be directed to them by mail or wire. The
charge is payable directly to the Fund's Transfer Agent which, in turn, will
reduce its charge to the Fund by an equal amount. The account closing fee does
not apply to exchanges between the United Services Funds' funds nor does it
apply to accounts which are involuntarily redeemed.
 
     The purpose of the charge is to allocate to redeeming shareholders a more
equitable portion of the Transfer Agent's fee which is based upon the number
of shareholder accounts. When a shareholder closes an account, the Fund must
continue to carry the account on its books, maintain the account records and
complete year-end tax reporting. With no assets, the account cannot pay its
own expenses and imposes an unfair burden on remaining shareholders.
 
SMALL ACCOUNTS
 
     Fund accounts which fall, for any reason other than market fluctuations,
below $1,000 at any time during a month will be subject to a small account
charge of $5 for that month. The charge is payable directly to the Fund's
Transfer Agent which, in turn, will reduce its charges to the Fund by an equal
amount. The purpose of the charge is to allocate the cost of maintaining
shareholder accounts more equally among shareholders.

     Active ABC Investment PlanT, UGMA/UTMA and retirement plan accounts
administered by the Advisor or its agents or affiliates will not be subject to
the $5 monthly small account charge.
 
     In order to reduce expenses of the Fund, the Trust may redeem all of the
shares in any shareholder account, other than an active ABC Investment PlanT,
IRA or other tax-deferred retirement plan, if, for a period of more than three
months, the account has a net asset value of $500 or less and the reduction in
value is not due to market action. If the Fund elects to close such accounts,
it will notify shareholders whose accounts are below the minimum of its
intention to do so, and will provide those shareholders with an opportunity to
increase their accounts by investing a sufficient amount to bring their
accounts up to the minimum amount within ninety (90) days of the notice. No
account closing fee will be charged to investors whose accounts are closed
under this redemption provision.
 
                                      15
<PAGE>
CONFIRMATION STATEMENTS

     Shareholders normally will receive a confirmation statement after each
transaction showing activity in the account. However, when account activity is
produced solely from dividend reinvestment, confirmation statements will be
mailed only on a monthly basis.
 
OTHER SERVICES
 
     The Trust has available a number of plans and services to meet the
special needs of certain investors. Plans available include:
 
     (1) payroll deduction plans, including military allotments;
 
     (2) custodial accounts for minors;
 
     (3) a flexible, systematic withdrawal plan; and
 
     (4) various retirement plans such as IRA, SEP/IRA, 403(b)(7), 401(k) and
employer-adopted defined benefit and defined contribution plans.
 
     There is an annual charge for each retirement plan fund account with
respect to which Security Trust & Financial Company ("ST&FC"), a wholly-owned
subsidiary of the Advisor, acts as custodian (for example, $10 for IRAs and
$15 for SEP/IRAs, 403(b)(7)s, profit sharing and other such accounts). If this
administrative charge is not paid separately prior to the last business day of
a calendar year or prior to a total redemption, it will be deducted from the
shareholder's account.
 
     Application forms and brochures describing these plans and services can
be obtained from the Transfer Agent 1-800-US-FUNDS (1-800-873-8637).
 
SHAREHOLDER SERVICES
 
     United Shareholder Services, Inc. ("USSI"), a wholly-owned subsidiary of
the Advisor, acts as transfer and dividend-paying agent for all fund accounts.
Simply write or call 1-800-US-FUNDS (1-800-873-8637) for prompt service on any
questions about your account.
 
24 HOUR CURRENT INFORMATION
 
     Shareholders can also access 24 hours a day current information on
yields, prices, latest dividends, account balances, and deposits and
redemptions for the previous and current months. Just call 1-800-US-FUNDS and
press the appropraite codes into your touch-tone phone.
 
                                      16
<PAGE>
                            HOW SHARES ARE VALUED
 
     Shares of the Fund are purchased or redeemed on a continuing basis
without a sales charge, at their next determined net asset value per share.
The net asset value per share is calculated by United Shareholder Services,
Inc. Net asset value per share is determined Monday through Friday, and orders
become effective as of 4:00 p.m. Eastern time, exclusive of business holidays
on which the NYSE is closed, by dividing the aggregate fair value of the
Fund's assets, less liabilities, by the total number of shares outstanding. In
the event that the NYSE and other financial markets close earlier as on the
eve of a holiday, the net asset value per share will be determined earlier in
the day at the close of trading on the NYSE.
 
     The value of the Fund's assets is determined in accordance with certain
procedures and policies established by the Board of Trustees. All securities
(except securities with less than 60 days to maturity and repurchase
agreements) held by the Fund are valued based on an independent pricing
service, and in the event such service is not available, at the mean between
the most recent bid and ask prices as obtained from one or more dealers that
make markets in the securities. Debt securities with maturities of 60 days or
less at the time of purchase ordinarily are valued on the basis of the
amortized cost. This involves valuing an instrument at its cost initially and,
thereafter assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. If the Advisor determines that amortized cost does
not reflect the fair value of a security, the Board may select an alternative
method of valuing the security.
 
                             DIVIDENDS AND TAXES
 
     The Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). By
complying with the applicable provisions of the Code, the Fund will not be
subject to Federal income tax on its net investment income and capital gain
net income that are distributed to shareholders.
 
     All income dividends and capital gain distributions are normally
reinvested, without charge, in additional full and fractional shares of the
Fund. Alternatively, investors may choose: (1) automatic reinvestment of
capital gain distributions in Fund shares and payment of income dividends in
cash; (2) payment of capital gain distributions in cash and automatic
reinvestment of dividends in Fund shares; or (3) all income dividend and
capital gain distributions paid in cash. The share price of the reinvestment
will be the net asset value of the Fund shares computed at the close of
business on the date the dividend or distribution is paid. Dividend checks
returned to the Fund as being undeliverable and dividend checks not cashed
after 180 days will automatically be reinvested at the price of the Fund on
 
                                      17
<PAGE>
the day returned or on the 181st day, and the distribution option will be
changed to "reinvest."
 
     At the time of purchase the share price of a Fund may reflect
undistributed income, capital gains or unrealized appreciation of securities.
Any dividend or capital gains distribution paid to a shareholder shortly after
a purchase of shares will reduce the per share net asset value by the amount
of the distribution. Although in effect a return of capital to the
shareholder, these capital gain distributions are fully taxable.
 
     The Fund generally pays dividends monthly and distributes capital gains,
if any, annually in December.
 
     The Fund is subject to a non-deductible 4% excise tax calculated as a
percentage of certain undistributed amounts of taxable ordinary income and
capital gains net of capital losses. The Fund intends to make such
distributions as may be necessary to avoid this excise tax.
 
     Dividends from taxable net investment income and distributions of net
short-term capital gains paid by the Fund are taxable to shareholders as
ordinary income, whether received in cash or reinvested in additional shares
of the Fund. None of the dividends paid by the Fund is expected to qualify for
the 70% dividends received deduction available to corporations. Distributions
of net capital gains will be taxable to shareholders as long-term capital
gains, whether paid in cash or reinvested in additional shares, and regardless
of the length of time the investor has held his shares.
 
     Under Federal law, the income derived from obligations issued by the
United States Government and certain of its agencies and instrumentalities is
exempt from state income taxes. All states that tax personal income permit
mutual funds to pass through this tax exemption to shareholders provided
applicable diversification/threshold limits and reporting requirements are
satisfied.
 
     Each January, the Fund will report to its shareholders the Federal tax
status of dividends and distributions paid or declared by the Fund during the
preceding calendar year.
 
     The foregoing discussion relates only to generally applicable Federal
income tax provisions in effect as of the date of this prospectus. Therefore,
shareholders should consult their tax advisers about the status of
distributions from the Fund in their own states and localities. To assist in
this regard, each January the Fund will provide shareholders with a breakdown
of Fund assets and income from the year.
 
                                      18
<PAGE>
                                  THE TRUST
 
     United Services Funds is an open-end management investment company,
consisting of numerous separate, diversified portfolios, each of which has its
own investment objectives and policies. The portfolios are designed to serve a
wide range of investor needs.
 
     The Trust was formed July 31, 1984 as a "business trust" under the laws
of the Commonwealth of Massachusetts. It is a "series" company which is
authorized to issue series of shares without par value, each series
representing interests in a separate portfolio, or divide the shares of any
series into classes. Shares of numerous series have been authorized. The Board
of Trustees of the Trust has the power to create additional series, or divide
existing series into two or more classes, at any time, without a vote of
shareholders of the Trust.
 
     Under the Trust's First Amended and Restated Master Trust Agreement (the
"Master Trust Agreement"), no annual or regular meeting of shareholders is
required, although the Trustees may authorize special meetings from time to
time. Under the terms of the Master Trust Agreement, the Trustees will be a
self-perpetuating body and will continue their positions until they resign,
die or are removed by a written instrument signed by at least two-thirds of
the Trustees, by vote of shareholders holding not less than two-thirds of the
shares then outstanding of the Trust cast at any meeting called for that
purpose, or by a written declaration signed by shareholders holding not less
than two-thirds of the shares then outstanding.
 
     On any matter submitted to shareholders, shares of each portfolio entitle
their holder to one vote per share, irrespective of the relative net asset
values of each portfolio's shares. On matters affecting an individual
portfolio, a separate vote of shareholders of the portfolio is required. Each
portfolio's shares are fully paid and non-assessable by the Trust, have no
preemptive or subscription rights, and are fully transferable, with no
conversion rights.
 
                            MANAGEMENT OF THE FUND

TRUSTEES
 
     The business affairs of the Fund are managed by the Trust's Board of
Trustees. The Trustees establish policies, as well as review and approve
contracts and their continuance. The Trustees also elect the officers and
select the Trustees to serve as executive and audit committee members.
 
THE INVESTMENT ADVISOR
 
     United Services Advisors, Inc. (the "Advisor"), 7900 Callaghan Road, San
Antonio, Texas 78229, under an investment advisory agreement
 
                                      19
<PAGE>
with the Trust dated October 26, 1989, furnishes investment advice and is
responsible for overall management of the Trust's business affairs. Frank E.
Holmes is Chief Executive Officer and Chairman of the Board of Directors of
the Advisor, as well as President and a Trustee of the Trust. Since October
1989, Mr. Holmes has owned more than 25% of the voting stock of the Advisor
and is its controlling person. The Advisor was organized in 1968.
 
     The Advisor provides to the Trust, and to each of the portfolios within
the Trust, management and investment advisory services. The Advisor furnishes
an investment program for the Fund, determines, subject to the overall
supervision and review of the Board of Trustees of the Trust, what investments
should be purchased, sold and held, and makes changes on behalf of the Trust
in the investments of the Fund. The Advisor utilizes a team approach to manage
the assets of the Fund. The team meets regularly to review portfolio holdings
and to discuss purhcase and sale activity. The team adjusts holdings in the
Fund's portfolio as it deems appropriate in pursuit of the Fund's investment
objectives.
 
     The Advisor provides the Trust with office space, facilities and business
equipment and provides the services of executive and clerical personnel for
administering the affairs of the Trust. The Advisor pays the expense of
printing and mailing prospectuses and sales materials used for promotional
purposes.
 
     THE ADVISOR HAS GUARANTEED THAT TOTAL FUND OPERATING EXPENSES (AS A
PERCENTAGE OF NET ASSETS) WILL NOT EXCEED 0.40% ON AN ANNUALIZED BASIS THROUGH
JUNE 30, 1996 OR UNTIL SUCH LATER DATE AS THE ADVISOR DETERMINES.
 
     The Advisory Agreement with the Trust provides for the Fund to pay the
Advisor an annual management fee equal to 0.50% of the Fund's average net
assets ( 1/12 of 0.50% monthly). The fee paid to the Advisor for managing the
Fund for the fiscal year ended June 30, 1995 was 0.00% of average net assets
due to Advisor waivers.
 
     The Advisor may, out of profits derived from its management fee, pay
certain financial institutions (which may include banks, securities dealers
and other industry professionals) a "servicing fee" for performing certain
administrative servicing functions for Fund shareholders to the extent these
institutions are allowed to do so by applicable statute, rule or regulation.
These fees will be paid periodically and will generally be based on a
percentage of the value of the institution's client Fund shares.
 
     The Transfer Agency Agreement with the Trust provides for the Fund to pay
USSI an annual fee of $23.00 per account ( 1/12 of $23.00 monthly). In
connection with obtaining/providing administrative services to the beneficial
owners of Trust shares through broker-dealers which provide such services and
maintain an omnibus account with the Transfer Agent, each
 
                                      20
<PAGE>
Fund shall pay to the Transfer Agent a monthly fee equal to one-twelfth
( 1/12) of 12.5 basis points (.00125) of the value of the shares of the Funds
held in accounts at the broker-dealer, which payment shall not exceed $1.67
multiplied by the average daily number of accounts holding Trust shares at the
broker-dealer. These fees cover the usual transfer agency functions. In
addition, the Fund bears certain other transfer agent expenses such as the
costs of record retention and postage, plus the telephone and line charges
(including the toll-free 800 service) used by shareholders to contact the
Transfer Agent. For the fiscal period ended, June 30, 1995, the Fund paid a
total of $0.00 for transfer agency, lockbox and printing services. Transfer
Agent fees and expenses, including reimbursed expenses, are reduced by the
amount of small account charges and account closing fees the Transfer Agent is
paid.
 
     USSI performs bookkeeping and accounting services, and determines the
daily net asset value for the Fund. Bookkeeping and accounting services are
provided to the Fund for an asset based fee of 0.04% of the first $200 million
average net assets, 0.03% of the next $200 million average net assets, 0.02%
of the next $350 million average net assets and 0.01% of average net assets in
excess of $750 million -- subject to an annual minimum fee of $26,000. USSI
received fees of $0.00 for the Intermediate Treasury Fund for the year ended
June 30, 1995.
 
     Additionally, the Advisor is reimbursed certain costs for in-house legal
services pertaining to the Fund.
 
     The Trust pays all other expenses for its operations and activities. The
Fund pays its allocable portion of these expenses. The expenses borne by the
Trust include the charges and expenses of any shareholder servicing agents,
custodian fees, legal and auditors' expenses, brokerage commissions for
portfolio transactions, the advisory fee, extraordinary expenses, expenses of
shareholder and trustee meetings, expenses for preparing, printing and mailing
proxy statements, reports and other communications to shareholders, and
expenses of registering and qualifying shares for sale, among others.
 
                           PERFORMANCE INFORMATION
 
     From time to time, in advertisements or in reports to shareholders or
prospective shareholders, the Fund may compare its performance, either in
terms of its yield, total return or its yield and total return, to that of
other mutual funds with similar investment objectives and to stock or other
indices. For example, the Fund may compare its performance to rankings
prepared by Lipper Analytical Services, Inc. ("Lipper"), a widely recognized
independent service which monitors the performance of mutual funds; to
Morningstar's Mutual Fund Values; to Moody's Bond Survey Bond Index; or to the
Consumer Price Index. Performance information and
 
                                      21
<PAGE>
rankings as reported in Changing Times, Business Week, Institutional Investor,
the Wall Street Journal, Mutual Fund Forecaster, No-Load Investor, Money
Magazine, Forbes, Fortune, Investor's Daily and Barron's magazine may also be
used in comparing performance of the Fund. Performance comparisons shall not
be considered as representative of the future performance of the Fund.
 
     The Fund's average annual total return is computed by determining the
average annual compounded rate of return for a specified period that, if
applied to a hypothetical $1,000 initial investment, would produce the
redeemable value of that investment at the end of the period, assuming
reinvestment of all dividends and distributions and with recognition of all
recurring charges. The Fund may also utilize a total return for differing
periods computed in the same manner but without annualizing the total return.
 
     The Fund's "yield" refers to the income generated by an investment in the
Fund over a 30-day (or one month) period (which period will be stated in the
advertisement). Yield is computed by dividing the net investment income per
share earned during the most recent calendar month by the maximum offering
price per share on the last day of such month. This income is then
"annualized". That is, the amount of income generated by the investment during
that 30-day period is assumed to be generated each month over a 12-month
period and is shown as a percentage of the investment.
 
     For purposes of the yield calculation, interest income is computed based
on the yield to maturity of each debt obligation and dividend income is
computed based upon the stated dividend rate of each security in the Fund's
portfolio and all recurring charges are recognized.

     The Fund may also utilize tax equivalent yields computed in the same
manner with adjustments for a stated income tax rate.

     The standard total return and yield results do not take into account
recurring and nonrecurring charges for optional services which only certain
shareholders elect and which involve nominal fees such as the $5 fee for
exchanges. These fees have the effect of reducing the actual return realized
by shareholders.

                                      22
<PAGE>
                            UNITED SERVICES FUNDS

                SHARES OF THE FUND ARE SOLD AT NET ASSET VALUE
                          WITHOUT SALES COMMISSIONS,
                        REDEMPTION FEES OR 12B-1 FEES

                  United Services Intermediate Treasury Fund

                              INVESTMENT ADVISOR
                        United Services Advisors, Inc.
                             7900 Callaghan Road
                       Mailing Address: P.O. Box 29467
                           San Antonio, Texas 78229

                                TRANSFER AGENT
                      United Shareholder Services, Inc.
                               P.O. Box 781234
                        San Antonio, Texas 78278-1234

                                  CUSTODIAN
                            Bankers Trust Company
                                16 Wall Street
                           New York, New York 10005

                                LEGAL COUNSEL
                           Goodwin, Procter & Hoar
                                Exchange Place
                               Boston, MA 02109

                           INDEPENDENT ACCOUNTANTS
                             Price Waterhouse LLP
                        One Riverwalk Place, Ste. 900
                            San Antonio, TX 78205

                                 100% No Load

                      Be Sure to Retain This Prospectus;
                      It Contains Valuable Information.

================================================================================
              IMPORTANT ADDITIONAL INFORMATION FOR SHAREHOLDERS OF
                              UNITED SERVICES FUNDS
                               U.S. TAX FREE FUND
                     UNITED SERVICES NEAR-TERM TAX FREE FUND

                           JULY 29, 1996 SUPPLEMENT TO
                        PROSPECTUS DATED NOVEMBER 1, 1995

SUMMARY OF FEES AND EXPENSES--P. 2, P. 3, P. 23
The Advisor has guaranteed  that Total Fund  Operating  Expenses of the Tax Free
Fund and the  Near-Term  Tax Free Fund (as a percentage  of net assets) will not
exceed 0.40% for each fund on an annualized basis through June 30, 1997 or until
such later date as the Advisor determines.

HOW TO PURCHASE SHARES--P. 13
All  purchases  of shares  are  subject to  acceptance  by the Trust and are not
binding until  accepted.  United Services Funds reserves the right to reject any
application or  investment.  Orders  received by the Fund's  transfer agent or a
sub-agent  before 4:00 p.m.,  Eastern time,  Monday through Friday  exclusive of
business  holidays,  and  accepted by the Fund will receive the share price next
computed after receipt of the order.

HOW TO REDEEM SHARES--P. 16
You may redeem any or all of your shares at will.  Redemption  requests received
in proper order by the Fund's  transfer  agent or a sub-agent  before 4:00 p.m.,
Eastern time,  Monday through Friday exclusive of business holidays will receive
the share price next computed after receipt of the request.

HOW TO SPEED REDEMPTIONS--P.16
To redeem  your Fund  shares by  telephone,  you may call the Fund and direct an
exchange  out of the Fund into an  identically  registered  account  in a United
Services treasury money market fund ($1,000 minimum initial investment). You may
then write a check against your treasury money market fund account.  See "How to
Exchange Shares" in the prospectus for a description of exchanges, including the
$5 exchange fee. Call 1-800-426-6635 for more information  concerning  telephone
redemption and a treasury money market fund prospectus.

MANAGEMENT OF THE FUNDS, THE INVESTMENT ADVISOR--P. 23
The Transfer Agency  Agreement with the Trust provides for each Fund to pay USSI
an annual fee of $23.00 per account (1/12 of $23.00 monthly). In connection with
obtaining/providing  administrative  services to the beneficial  owners of Trust
shares through  broker-dealers,  banks, trust companies and similar institutions
which  provide such  services and maintain an omnibus  account with the Transfer
Agent,  each  Fund  shall  pay to the  Transfer  Agent a  monthly  fee  equal to
one-twelfth  (1/12) of 12.5 basis points  (.00125) of the value of the shares of
the Funds held in accounts at the  institutions,  which payment shall not exceed
$1.92  multiplied by the average daily number of accounts holding Trust share at
the institution.

INVESTMENT OBJECTIVES AND CONSIDERATIONS--P. 1
Each investor is responsible for determining whether or not an investment in the
Fund is appropriate for his or her needs.
 ................................................................................
                            UNITED SERVICES FUNDS

                              U.S. TAX FREE FUND
                   UNITED SERVICES NEAR-TERM TAX FREE FUND

                               P.O. BOX 781234
                        SAN ANTONIO, TEXAS 78278-1234

                       1-800-873-8637 (1-800-US-FUNDS)
               (INFORMATION, SHAREHOLDER SERVICES AND REQUESTS)

                                  PROSPECTUS
                               NOVEMBER 1, 1995

     This prospectus presents information that a prospective investor should
know about the U.S. Tax Free Fund (the "Tax Free Fund") and United Services
Near-Term Tax Free Fund (the "Near-Term Tax Free Fund"), two no-load mutual
funds (the "Fund(s)") of United Services Funds (the "Trust"). The investment
objectives of the Funds are to provide a high level of current income that is
exempt from Federal income taxation and to preserve capital. SHARES OF THE TRUST
ARE NOT INSURED, GUARANTEED, SPONSORED, RECOMMENDED OR APPROVED BY THE UNITED
STATES OR ANY AGENCY OR OFFICER THEREOF. Read and retain this prospectus for
future reference.

     A Statement of Additional Information dated November 1, 1995 has been filed
with the Securities and Exchange Commission and is incorporated herein by
reference. This Statement is available free from United Services Funds upon
written request at the address set forth above or by calling 1-800-873-8637.

                THESE SECURITIES HAVE NOT BEEN APPROVED OR DIS-
                  APPROVED BY THE SECURITIES AND EXCHANGE COM-
                   MISSION OR ANY STATE SECURITIES COMMISSION
                    NOR HAS THE SECURITIES AND EXCHANGE COM-
                    MISSION OR ANY STATE SECURITIES COMMIS-
                        SION PASSED UPON THE ACCURACY OR
                        ADEQUACY OF THIS PROSPECTUS. ANY
                         REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.
<PAGE>

                              TABLE OF CONTENTS

                                        PAGE
                                        ----
Summary of Fees and Expenses.........     2
Financial Highlights.................     5
Investment Objectives and
  Considerations
     Tax Free Fund...................     8
     Near_Term Tax Free Fund.........     8
     Common Practices................     8
Municipal Securities.................     9
Special Considerations...............    11
How to Purchase Shares...............    12
How to Exchange Shares...............    15
How to Redeem Shares.................    16
How Shares Are Valued................    20
Dividends and Taxes..................    20
The Trust............................    22
Management of the Funds..............    22
Performance Information..............    25

                         SUMMARY OF FEES AND EXPENSES

     The following summary, which is based on the Advisor's voluntary agreement
to cap expenses at 0.40% for the U.S. Tax Free Fund and at 0.70% for the United
Services Near-Term Tax Free Fund until June 30, 1996 and until such later date
as the Advisor determines, is provided to assist you in understanding the
various costs and expenses a shareholder in each respective Fund could bear
directly and indirectly.

                                        TAX         NEAR-TERM
                                        FREE        TAX FREE
                                        FUND          FUND
                                        ----        ---------
SHAREHOLDER TRANSACTION EXPENSES
     Maximum Sales Load..............   None           None
     Redemption Fee..................   None           None
     Administrative Exchange Fee.....    $ 5            $ 5
     Account Closing Fee (does not
        apply to exchanges)..........    $10            $10
ANNUAL FUND OPERATING EXPENSES (AS A
  PERCENTAGE OF AVERAGE NET
  ASSETS)(1)
     Management Fees (net of waivers
        and reimbursements)..........   0.00%(2)       0.00%(3)
     12b-1 Fees......................   None           None
     Other Expenses, including
        Transfer Agency and
        Accounting Services Fees.....   0.40%(2)       0.70%(3)
     Total Fund Operating Expenses
        (net of waivers and
        reimbursements)..............   0.40%(2)       0.70%(3)

                                      2
<PAGE>

     Except for active ABC Investment Plan,T UGMA/UTMA and retirement accounts,
if an account balance falls, for any reason other than market fluctuations,
below $1,000 at any time during a month, that account will be subject to a small
account charge of $5 for that month. See "Small Accounts" at page 18.

     A shareholder who requests delivery of redemption proceeds by wire transfer
will be subject to a $10 charge. International wires will be charged more.

HYPOTHETICAL EXAMPLE OF EFFECT OF FUND EXPENSES

     You would pay the following expenses on a $1,000 investment, assuming 5%
annual return:

                                        TAX FREE    NEAR-TERM TAX
                                          FUND        FREE FUND
                                        --------    -------------
1 year...............................     $ 14          $  17
3 years..............................     $ 46          $  52
5 years..............................     $ 81          $  89
10 years.............................     $179          $ 194

Included in these estimates is the account closing fee of $10 for each period.
This is a flat charge which does not vary with the size of your investment.
Accordingly, for investments larger than $1,000, your total expenses will be
substantially lower in percentage terms than this illustration implies. The
examples should not be considered a representation of past or future expenses.
Actual expenses may be more or less than those shown.

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

(1) Annual Fund Operating Expenses are based on each Fund's historical expenses.
Management fees are paid to United Services Advisors, Inc. (the "Advisor") for
managing its investments and business affairs. Each Fund incurs other expenses
for maintaining shareholder records, furnishing shareholder statements and
reports, and for other services. Transfer agency and accounting services fees
are paid to United Shareholder Services, Inc. ("USSI" or the "Transfer Agent"),
a subsidiary of the Advisor, and are not charged directly to individual
shareholder accounts. The Transfer Agent charges the Funds $23.00 per
shareholder account per year. The account closing fee and small account charge
will be paid by the shareholder directly to the Transfer Agent which will, in
turn, reduce its charges to the Funds by a like amount. Please refer to the
section entitled "Management of the Funds" on page 22 for further information.

(2) The Advisor has guaranteed that Total Fund Operating Expenses for the Tax
Free Fund (as a percentage of net assets) will not exceed 0.40% on an annualized
basis through June 30, 1996 and until such later date as the

                                      3
<PAGE>

Advisor determines. Based on actual operating expenses of the Fund for the year
ended June 30, 1995, Management Fees, Other Expenses, Transfer Agency Fees,
Accounting Services Fees and Total Fund Operating Expenses would be 0.75%,
0.43%, 0.16%, 0.15% and 1.49%, respectively, in the absence of the fee
waiver and expense reimbursement by the Advisor.

(3) The Advisor has guaranteed that Total Fund Operating Expenses of the
Near-Term Tax Free Fund (as a percentage of average net assets) will not exceed
0.70% on an annualized basis through June 30, 1996 and until such later date as
Advisor determines. Based on actual operating expenses of the Fund for the year
ended June 30, 1995, Management Fees, Other Expenses, Transfer Agency Fees,
Accounting Services Fees and Total Fund Operating Expenses would be 0.50%,
0.71%, 0.11%, 0.30%, and 1.62%, respectively, in the absence of the fee waiver
and expense reimbursement by the Advisor.

                                      4
<PAGE>

                             FINANCIAL HIGHLIGHTS
                              U.S. TAX FREE FUND

    The following per share data and ratios for a share of beneficial interest
outstanding throughout each of the five years ended June 30, 1995 have been
audited by Price Waterhouse LLP, the Fund's Independent Accountants. The related
financial statements and the report of Independent Accountants are included in
the Fund's 1995 Annual Report to Shareholders and are incorporated by reference
into the Statement of Additional Information ("SAI"). In addition to the data
set forth below, further information about the performance of the Fund is
contained in the Annual Report to Shareholders and SAI which may be obtained
without charge.

    Selected data for a capital share outstanding throughout each year is as
follows:
<TABLE>
<CAPTION>

                                                                            YEAR ENDED JUNE 30,
                                                -----------------------------------------------------------------------------------
                                                  1995          1994     1993     1992    1991   1990   1989    1988   1987   1986
                                                 -------      -------  -------   ------  -----  -----  ------  ------  -----  -----
<S>                                              <C>           <C>     <C>       <C>     <C>    <C>     <C>    <C>     <C>    <C>
Per Share Operating Performance:                                                                                             
Net asset value, beginning of period...........  $ 11.40        12.16    11.69    11.31  11.11  11.27   10.75   10.98  11.15  10.48
                                                 -------      -------  -------   ------  -----  -----  ------  ------  -----  -----
  Net investment income(c).....................      .64          .67      .66      .62    .58    .62     .69     .85    .63    .84
  Net realized and unrealized gain (loss) on                                                                                 
   investments(d)..............................      .18         (.56)     .47      .59    .20   (.15)    .51     .02   (.02)   .64
                                                 -------      -------  -------   ------  -----  -----  ------  ------  -----  -----
Total from investment operations...............      .82          .11     1.13     1.21    .78    .47    1.20     .87    .61   1.48
                                                 =======      =======  =======   ======  =====  =====  ======  ======  =====  =====
Less dividends and distributions:                                                                                            
  Dividends from net investment income.........       --           --       --       --     --     --      --   (1.10)  (.66)  (.81)
    _ tax exempt...............................     (.62)        (.59)   (.63)     (.62)  (.58)  (.57)   (.64)     --     --     --
    _ taxable..................................     (.02)        (.09)      --       --     --   (0.6)   (0.4)     --     --     --
  Distributions in excess of net investment
    income(e)..................................     (.03)        (.06)      --       --     --     --      --      --     --     --
  Distributions from net realized gain.........       --         (.06)   (.03)     (.21)    --     --      --      --   (.12)    --
  Distributions in excess of realized               
    gains(e)...................................       --         (.07)      --       --     --     --      --      --     --     --
                                                 -------      -------  -------   ------  -----  -----  ------  ------  -----  -----
Total dividends and distributions..............     (.67)        (.87)   (.66)     (.83)  (.58)  (.63)   (.68)  (1.10)  (.78)  (.81)
                                                 =======      =======  =======   ======  =====  =====  ======  ======  =====  ===== 
Net asset value, end of period.................  $ 11.55        11.40    12.16    11.69  11.31  11.11   11.27   10.75  10.98  11.15
                                                 =======      =======  =======   ======  =====  =====  ======  ======  =====  =====
Total Investment Return(f).....................     7.51%        0.75    9.97%    11.02   7.19   4.31   11.48    8.69   5.21  14.87
Ratios/Supplemental Data:                                                                                                         
Net assets, end of period (in thousands).......  $18,613      $18,656  $17,192    7,790  7,236  7,787  10,365   7,749  7,470  2,272
Ratio of expenses to average net assets........      .22%(g)       --    .32%(f)   1.27%  1.93   1.61    1.23      --   (.05)   .38
                                                 =======      =======  =======   ======  =====  =====  ======  ======  =====  =====
Ratio of net income to average net assets......     5.62%(g)     5.68   5.48%(f)   5.38%  5.09   5.64    6.38    7.60   6.99   8.57
                                                 =======      =======  =======   ======  =====  =====  ======  ======  =====  =====
Portfolio turnover rate........................    21.52%       50.87   93.96%    70.23% 54.49  82.34  110.45  121.21  37.23  50.74
                                                 =======      =======  =======   ======  =====  =====  ======  ======  =====  =====
</TABLE>                                 
                                      5

                             FINANCIAL HIGHLIGHTS
                   UNITED SERVICES NEAR-TERM TAX FREE FUND

    The following per share data and ratios for a share of beneficial interest
outstanding throughout the seven-month period ended June 30, 1991 and each of
the four years ended June 30, 1995 have been audited by Price Waterhouse LLP,
the Fund's Independent Accountants. The related financial statements and the
report of Independent Accountants are included in the Fund's 1995 Annual Report
to Shareholders and are incorporated by reference into the Statement of
Additional Information ("SAI"). In addition to the data set forth below, further
information about the performance of the Fund is contained in the Annual Report
to Shareholders and SAI which may be obtained without charge.

    Selected data for a capital share outstanding throughout each year is as
follows:
<TABLE>
<CAPTION>

                                                                                
                                                                                  PERIOD
                                                  YEAR ENDED JUNE 30,             ENDING
                                      ------------------------------------------  ------
                                         1995       1994       1993       1992      (a)
                                       ---------  ---------  --------- ---------   -----
<S>                                    <C>        <C>        <C>        <C>        <C>    
Per Share Operating Performance:
Net asset value, beginning of
  period.............................  $   10.39      10.74      10.42      9.88   10.00
                                       ---------  ---------  --------- ---------   ------
    Net investment income(c).........        .45        .43        .61       .62     .27
    Net realized and unrealized gain
       (loss) on investments(d)......        .06       (.21)       .31       .56    (.12)
                                       ---------  ---------  --------- ---------   -----
Total from investment operations.....        .51        .22        .92      1.18     .15
                                       ---------  ---------  --------- ---------   -----
Less dividends and distributions:
    Dividends from net investment
       income:
    -- tax exempt....................       (.43)      (.35)      (.59)     (.62)   (.22)
    -- taxable.......................         --       (.09)        --        --    (.05)
    Distributions in excess of net
       investment income(e)..........         --       (.07)        --        --      --
    Distributions from net realized
       gain..........................         --         --       (.01)     (.02)     --
    Distributions in excess of
       realized gains(e).............         --       (.06)        --        --      --
                                       ---------  ---------  --------- ---------   -----
Total dividends and distributions....       (.43)      (.57)      (.60)     (.64)   (.27)
                                       ---------  ---------  --------- ---------   -----
Net asset value, end of period.......  $   10.47      10.39      10.74     10.42    9.88
                                       =========  =========  ========= =========   =====
Total Investment Return(f)...........       5.02%      2.03       9.10     12.25    2.66
Ratios/Supplemental Data:
Net assets, end of period (in
  thousands).........................  $   7,128      9,190      1,775     1,309     592
Ratio of expenses to average net
  assets.............................        .20%(g)     --         --        -       --(b)
Ratio of net income to average net
  assets.............................       4.25%(g)   4.34       5.73      6.30    6.07(b)
Portfolio turnover rate..............      52.63%     69.13     139.56     45.13   42.09(b)
</TABLE>
                          (FOOTNOTES ON FOLLOWING PAGE)

                                      6

(CONTINUED FROM PREVIOUS PAGE)

(a) For the period from December 1, 1990 (date of commencement of operations) to
June 30, 1991; (b) Annualized; the ratios are not necessarily indicative of
twelve months of operations; (c) Net of expense reimbursements; (d) Includes the
effect of capital share transactions throughout the year; (e) Distributions in
excess of net investment income and net realized gains and tax returns of
capital are presented in accordance with SOP 93-2, Determination, Disclosure,
and Financial Statement Presentation of Income, Capital Gain, and Return of
Capital Distribution by Investment Companies, which was first implemented by the
Funds in fiscal 1993. Information for prior years has not been restated; (f)
Total return does not reflect the effect of account fees; (g) Expense ratio is
net of expense reimbursements or fee waivers. Had such reimbursements not been
made, the expense ratio subject to the most restrictive state limitation would
have been 1.49% and 1.62%, and the net investment income ratio would have been
4.35% and 2.83% for the Tax Free and Near-Term Tax Free Funds, respectively.

                                      7
<PAGE>

                   INVESTMENT OBJECTIVES AND CONSIDERATIONS

     The investment objectives of the Tax Free Fund and the Near-Term Tax Free
Fund are to provide a high level of current income that is exempt from Federal
income taxation and to preserve capital.

TAX FREE FUND

     To maintain a high level of current income, the Tax Free Fund invests in
securities with varying periods of maturity. During periods of high or
accelerating inflation and/or interest rates, the Tax Free Fund will seek to
invest in securities with relatively short maturities. During periods when
inflation and/or interest rates are level or subsiding, the Fund will generally
seek to invest in securities with relatively longer maturities as is deemed
appropriate in the opinion of the Advisor.

NEAR-TERM TAX FREE FUND

     The Near-Term Tax Free Fund will maintain an average weighted portfolio
maturity of five years or less. In appropriate circumstances, the Fund may give
effect to call, put and demand features in computing the Fund's average weighted
portfolio maturity.

COMMON POLICIES

     The Funds invest primarily in securities, the interest from which is exempt
from Federal income taxation -- debt obligations issued by or on behalf of
states, territories and possessions of the United States and the District of
Columbia and their political subdivisions, agencies and instrumentalities, or
multi-state agencies or authorities ("Municipal Securities").

     The Funds invest only in debt securities which are rated one of the four
highest ratings by Moody's Investor's Services (Aaa, Aa, A, Baa) or by Standard
& Poor's Corporation (AAA, AA, A, BBB). Not more than 10% of a Fund's total net
assets will be invested in the fourth rated category. Investments in the fourth
category may have speculative characteristics and therefore, may involve higher
risks. Investments in the fourth rated category of bonds are generally regarded
as having an adequate capacity to pay interest and repay principal. However,
these investments may be more susceptible to adverse changes in the economy.
Municipal notes (including variable rate demand obligations) must be rated
MIG1/VMIG2 or MIG2/VMIG2 by Moody's or SP-1 or SP-2 by S&P. Tax exempt
commercial paper must be rated P-1 or P-2 by Moody's or A-1 or A-2 by S&P.

     The Funds attempt to maintain a geographical diversity among the securities
in the portfolio which could reflect the varying sizes of the economies of
various geographical areas. 

                                      8
<PAGE>

     Although the Funds are invested primarily in securities which are exempt
from Federal income taxation, the Funds are authorized to invest, on a temporary
basis, up to 20% of its total net assets in U.S. Treasury securities or
repurchase agreements collateralized by U.S. Government securities whose market
values equal or exceed 102% of the principal amount of the repurchase
obligation. Such investments may be made in anticipation of redemptions, pending
investment of proceeds from subscriptions for Fund shares or from sale of
portfolio securities, or because of market conditions. Interest income from such
investments may be taxable to shareholders as ordinary income under Federal
income tax laws.

     More than 25% of each Fund's total assets may be invested in any sector of
the municipal securities market, such as general obligation bonds, hospital
revenue bonds, housing revenue bonds or electric power project revenue bonds. It
is possible that an economic, business or political development or other change
affecting a bond in a sector may also affect other bonds in the same sector.

     Securities of the type to be included in each Fund's portfolio are
inversely affected by changes in interest rate levels. The per share net asset
value of each Fund will fluctuate with changes in the market value of these
securities.

                             MUNICIPAL SECURITIES

     Municipal securities are generally of two principal types, "notes" and
"bonds." Municipal notes generally have maturities of one year or less and
provide for short-term capital needs. Municipal bonds normally have maturities
of more than one year, and meet longer-term needs. Municipal bonds are
classified into two principal categories -- general obligation bonds and revenue
bonds. General obligation bonds are backed by the taxing power of the issuer and
are considered the safest type of municipal bond. Revenue bonds are backed by
the revenues derived from a project or facility.

VARIABLE RATE SECURITIES

     Each Fund may purchase variable and floating rate obligations from issuers
or may acquire participation interest in pools of these obligations from banks
or other financial institutions. Variable and floating rate obligations are
municipal securities whose interest rates change periodically. They normally
have a stated maturity in excess of one year, but permit the holder to demand
payment of principal and interest at any time or at specified intervals.

                                      9
<PAGE>

WHEN-ISSUED OR FIRM COMMITMENT SECURITIES

     Each Fund may purchase and sell securities on a "when-issued" or "firm
commitment" basis, subject to certain limitations and requirements. See
"When-Issued and Firm Commitment Securities" in the Statement of Additional
Information. Under these arrangements, the securities' price and yield are fixed
on the date of the commitment, but the payment and delivery are scheduled for a
future time, normally 15 to 45 days after the date of the buyer's purchase
commitment. During the period after the commitment and prior to the payment and
delivery, the value of a when-issued security may fluctuate. The Funds will
receive no interest on the security during this period. 

"PUT" BONDS

     Each Fund may acquire obligations with term puts attached. "Put" bonds are
tax exempt securities which may be sold back to the issuer or a third party at
face value after some period of time prior to the stated maturity. The put
feature may increase the cost of the security to the Fund, thereby reducing the
yield of the security.

MUNICIPAL LEASE OBLIGATIONS

     Each Fund may purchase municipal lease obligations or certificates of
participation in municipal lease obligations. A municipal lease obligation does
not constitute a general obligation of the municipality for which the
municipality's taxing power is pledged. Ordinarily, a lease obligation will
contain a "non-appropriation" clause which provides that the municipality has no
obligation to make lease payments in future years unless money is appropriated
for such purpose on a yearly basis. Because of the risk of non- appropriation,
some lease obligations are issued with third-party credit enhancements, such as
insurance or a letter of credit. Municipal lease obligations are a relatively
new type of financing that has not yet developed the depth of marketability
associated with more conventional municipal securities. For these reasons,
before investing in a municipal lease obligation, the Advisor will consider,
among other things, whether (1) the leased property is essential to a
governmental function of the municipality, (2) the municipality is prohibited
from substituting or purchasing similar equipment if lease payments are not
appropriated, and (3) the municipality has maintained good market acceptability
for its lease obligations in the past.

                                      10
<PAGE>

                            SPECIAL CONSIDERATIONS

LENDING OF PORTFOLIO SECURITIES

     Each Fund may lend securities to broker-dealers or institutional investors
for their use in connection with short sales, arbitrages and other securities
transactions. A Fund will not lend portfolio securities unless the loan is
secured by collateral (consisting of any combination of cash, United States
Government securities or irrevocable letters of credit) in an amount at least
equal (on a daily mark-to-market basis) to the current market value of the
securities loaned. In the event of a bankruptcy or breach of agreement by the
borrower of the securities, a Fund could experience delays and costs in
recovering the securities loaned. A Fund will not enter into securities lending
agreements unless its custodian bank/lending agent will fully indemnify the Fund
against loss due to borrower default. Each Fund may not lend securities with an
aggregate market value of more than one-third of the respective Fund's total net
assets. 

REPURCHASE AGREEMENTS

     Each Fund may invest a portion of its assets in repurchase agreements with
domestic broker-dealers, banks and other financial institutions, provided the
Fund's custodian always has possession of securities serving as collateral or
has evidence of book entry receipt of such securities. In a repurchase
agreement, a Fund purchases securities subject to the seller's agreement to
repurchase such securities at a specified time (normally one day) and price. The
repurchase price reflects an agreed-upon interest rate during the time of
investment. All repurchase agreements must be collateralized at least 102% by
United States Government or government agency securities. If an institution
enters an insolvency proceeding, the resulting delay in liquidation of
securities serving as collateral could cause the Fund some loss if the value of
the securities declined prior to liquidation. To minimize the risk of loss, the
Fund will enter into repurchase agreements only with institutions and dealers
which the Board of Trustees considers creditworthy.

SPECIAL LIMITATIONS

     The investment objective of each Fund may not be changed without the vote
of a majority of the Fund's outstanding voting securities.

     The following policies of the Funds are fundamental and may not be changed
by the Board of Trustees without shareholder approval: (1) each Fund may borrow
up to 5% of its total assets as a temporary measure (for extraordinary
purposes); (2) with respect to 75% of the Near-Term Tax Free Fund assets and all
Tax Free Fund assets, the Funds may invest up to 5% of the value of their total
assets in securities of any one issuer (except such limitation does not apply to
obligations issued or guaranteed by the United

                                      11
<PAGE>

States Government, its agencies and/or instrumentalities); and (3) each Fund may
lend portfolio securities with an aggregate market value of not more than
one-third of its respective total net assets.

     Each Fund may invest more than 25% of its respective total assets in
general obligation bonds or in securities issued by states or municipalities in
connection with the financing of projects with similar characteristics, such as
hospital revenue bonds, housing revenue bonds or electric power project revenue
bonds. However, a Fund may not invest more than 25% of its total assets in
industrial revenue bonds which are based, directly or indirectly, on the credit
of private entities of any one industry.

     It is each Fund's policy to invest, under normal market conditions, at
least 80% of its total net assets in securities the interest from which is
excluded from gross income for Federal tax purposes; and, with regard to the
Near-Term Tax Free Fund, the policy is fundamental. 

                            HOW TO PURCHASE SHARES

     The minimum initial investment is $1,000. The minimum subsequent investment
is $50. The minimum initial investment for persons enrolled in an ABC Investment
PlanT is $100 and the minimum subsequent investment pursuant to such a plan is
$30 per month per account. There is no minimum purchase for retirement plan
accounts administered by the Advisor or its agents and a reduced $50 minimum on
initial purchases for custodial accounts for minors.

YOU MAY INVEST IN THE FOLLOWING WAYS:

BY MAIL

     Send your application and check or money order, made payable to the
respective Fund, to P.O. Box 781234, San Antonio, Texas 78278-1234.

     When making subsequent investments, enclose your check with the return
remittance portion of the confirmation of your previous investment or indicate
on your check or a separate piece of paper your name, address and account number
and mail to the address mentioned above. Do not use the remittance portion of
your confirmation statement for a different fund as it is pre-coded. This may
cause your investment to be invested into the wrong fund. If you wish to
purchase shares in more than one fund, send a separate check or money order for
each Fund. Third party checks will not be accepted; and the Trust reserves the
right to refuse to accept second party checks.

                                      12
<PAGE>

BY TELEPHONE

     Once your account is open, you may make investments by telephone by calling
1-800-873-8637. Investments by telephone are not available in money market funds
or any retirement account administered by the Advisor or its agents. The maximum
telephone purchase is ten times the value of the shares owned, calculated at the
last available net asset value. Payment for shares purchased by telephone is due
within seven business days after the date of the transaction. You cannot
exchange shares purchased by telephone until after the payment has been received
and accepted by the Trust.

BY WIRE

     You may make your initial or subsequent investments in United Services
Funds by wiring funds. To do so, call United Services Funds for a confirmation
number and wiring instructions.

BY ABC INVESTMENT PLANT

     Once your account is open, you may make investments automatically by
completing the ABC Investment PlanT (Automatically Building Capital Investment
Plan) form authorizing United Services Funds to draw on your bank account
regularly by check for as little as $30 a month beginning within thirty (30)
days after the account is open. You should inquire at your bank whether it will
honor debits through the Automated Clearing House ("ACH") or, if necessary,
preauthorized checks. You may change the date or amount of your investment or
discontinue the Plan any time by letter received by United Services Funds at
least five business days before the change is to become effective. 

ADDITIONAL INFORMATION ABOUT PURCHASES

     All purchases of shares are subject to acceptance by the Trust and are not
binding until accepted. United Services Funds reserves the right to reject any
application or investment. Orders become effective as of 4:00 p.m. Eastern time,
Monday through Friday, exclusive of business holidays. In the event that the
NYSE and other financial markets close earlier, as on the eve of a holiday,
orders will become effective earlier in the day at the close of trading on the
NYSE.

     If your telephone order to purchase shares is cancelled due to nonpayment
or late payment (whether or not your check has been processed by the Fund), you
will be responsible for any loss incurred by the Trust by reason of such
cancellation.

     If checks are returned unpaid due to nonsufficient funds, stop payment or
other reasons, the Trust will charge $20 and you will be responsible for any
loss incurred by the Trust in respect to cancelling the purchase.

                                      13
<PAGE>

     To recover any such loss or charge, the Trust reserves the right, without
further notice, to redeem shares of any fund already owned by any purchaser
whose order is cancelled, for whichever reason, and such a purchaser may be
prohibited from placing further investments unless they are accompanied by full
payment by wire or cashier's check.

     United Service Funds charges no sales commissions or "loads" of any kind.
However, investors may purchase and sell shares through registered
broker-dealers who may charge fees for their services.

     Investments paid for by checks drawn on foreign banks will be deferred
until such checks have cleared the normal collection process. In such instances,
any amounts charged to the Trust for collection procedures will be deducted from
the amount invested.

     If the Trust incurs a charge for locating a shareholder without a current
address, such charge will be passed through to the shareholder.

TAX IDENTIFICATION NUMBER

     Each Fund is required by Federal law to withhold and remit to the United
States Treasury a portion of the dividends, capital gain distributions and
proceeds of redemptions paid to any shareholder who fails to furnish the Fund
with a correct taxpayer identification number, who underreports dividend or
interest income or who fails to provide certification of tax identification
number. In order to avoid this withholding requirement, you must certify on your
application, or on a separate W-9 Form supplied by the Transfer Agent, that your
taxpayer identification number is correct and that you are not currently subject
to backup withholding or you are exempt from backup withholding. For
individuals, your taxpayer identification number is your social security number.

     Instructions to exchange or transfer shares held in established accounts
will be refused until the certification has been provided. In addition, each
Fund assesses a $50 administrative fee if the taxpayer identification number is
not provided by year end. 

CERTIFICATES

     When you open your account, United Services Funds will send you a
confirmation statement, which will be your evidence that you have opened an
account with United Services Funds. The confirmation statement is
non-negotiable, so if it is lost or destroyed, you will not be required to buy a
lost instrument bond or be subject to other expense or trouble, as you would
with a negotiable stock certificate. At your written request, United Services
Funds will issue negotiable stock certificates. Unless your shares are purchased
with wired funds, a certificate will not be issued until 15 days have elapsed
from the time of purchase, or United Services Funds has

                                      14
<PAGE>

satisfactory proof of payment, such as a copy of your cancelled check.
Negotiable certificates will not be issued for fewer than 100 shares.

                            HOW TO EXCHANGE SHARES

     You have the privilege of exchanging into any of the United Services Funds
or affiliated funds which are registered in your state. An exchange involves the
simultaneous redemption of shares of one fund and purchase of shares of another
fund at the respective closing net asset value and is a taxable transaction.

BY TELEPHONE
     You will automatically have the privilege to direct United Services Funds
to exchange your shares by calling toll free 1-800-US-FUNDS (1-800-873-8637). In
connection with such exchanges, neither the Fund nor the Transfer Agent will be
responsible for acting upon any instructions reasonably believed by them to be
genuine. The shareholder, as a result of this policy, will bear the risk of
loss. Each Fund and/or its Transfer Agent will, however, employ reasonable
procedures to confirm that instructions communicated by telephone are genuine
(including requiring some form of personal identification, providing written
confirmation and tape recording conversations); and if either party does not
employ reasonable procedures, it may be liable for losses due to unauthorized or
fraudulent transactions.

BY MAIL
     You may direct United Services Funds in writing to exchange your shares
between identically registered accounts. The request must be signed exactly as
the name appears in the registration. (Before writing, read "Additional
Information About Exchanges.")

ADDITONAL INFORMATION ABOUT EXCHANGES
     (1) There is a $5 charge, which is paid to United Shareholder Services,
Inc. ("USSI" or "Transfer Agent"), for each exchange transaction out of any fund
account. Retirement accounts administered by the Advisor or its agents are
charged $5 for each exchange exceeding three per quarter. The exchange fee is
charged to cover administrative costs associated with handling these exchanges.


     (2) Like any other redemption, the Fund reserves the right to hold
redemption proceeds for up to seven days. In such event, the purchase of the
exchange transaction will also be delayed. You will be notified immediately if
the Fund is exercising said right.

     (3) If the shares you wish to exchange are represented by a negotiable
stock certificate, the certificate must be returned before the exchange can be
effected.

     (4) Shares may not be exchanged unless you have furnished United Services
Funds with your tax identification number, certified as prescribed

                                      15
<PAGE>

by the Internal Revenue Code and Regulations, and the exchange is to an
account with like registration and tax identification number. (See "Tax
Identification Number," page 14.)

     (5) Exchanges out of United Services Funds' equity funds of shares held
less than 14 days are subject to a short-term trading fee, described at page 18.

     (6) The exchange privilege may be terminated at any time. The exchange
fee and other terms of the privilege are subject to change.

                             HOW TO REDEEM SHARES

     You may redeem any or all of your shares at will. United Services Funds
redeems shares at the net asset value next determined after it has received and
accepted a redemption request in proper order. Redemption requests must be
received prior to 4:00 p.m. Eastern time, Monday through Friday, to be effective
that day.

BY MAIL
     A written request for redemption must be in "proper order," which requires
the delivery of the following to the Transfer Agent:

     (1) a written request for redemption signed by each registered owner
exactly as the shares are registered, the account number and the number of
shares or the dollar amount to be redeemed;

     (2) negotiable stock certificates for any shares to be redeemed for which
certificates have been issued;

     (3) signature guarantees when required; and

     (4) such additional documents as are customarily required to evidence the
authority of persons effecting redemptions on behalf of corporations,
executors, trustees, and other fiduciaries. Redemptions will not become
effective until all documents in the form required have been received by the
Transfer Agent. (Before writing, read "Additional Information About
Redemptions.")


SPECIAL REDEMPTION ARRANGEMENTS
     Special arrangements may be made by institutional investors, or on behalf
of accounts established by brokers, advisers, banks or similar institutions, to
have redemption proceeds transferred by wire to pre-established accounts upon
telephone instructions. For further information call the Trust at
1-800-873-8637.

     Telephone redemptions are available for accounts with a balance of at least
$50,000. To establish telephone redemption privileges, call 1-800-873- 8637 for
information.

SIGNATURE GUARANTEE
     Redemptions in excess of $15,000 currently require a signature guarantee. A
signature guarantee is required for all redemptions, regardless of the amount
involved, when the proceeds are to be paid to someone other

                                      16
<PAGE>

than the registered owner of the shares to be redeemed or if proceeds are to be
mailed to an address other than the registered address of record. When a
signature guarantee is required, each signature must be guaranteed by: (a) a
federally insured bank or thrift institution; (b) a broker or dealer (general
securities, municipal, or government) or clearing agency registered with the
U.S. Securities and Exchange Commission that maintains net capital of at least
$100,000; or (c) a national securities exchange or national securities
association. The guarantee must: (i) include the statement "Signature(s)
Guaranteed"; (ii) be signed in the name of the guarantor by an authorized
person, the person's printed name and position with guarantor; and (iii) include
a recital that the guarantor is federally insured, maintains the requisite net
capital or is a national securities exchange or association. Shareholders living
abroad may acknowledge their signatures before a U.S. consular officer. Military
personnel may acknowledge their signatures before officers authorized to take
acknowledgments (e.g., legal officers and adjutants).

REDEMPTION PROCEEDS MAY BE SENT TO YOU:

BY MAIL
     If your redemption check is mailed, it is usually mailed within 48 hours;
however, the Funds reserve the right to hold redemption proceeds for up to seven
days. If the shares to be redeemed were purchased by check, the redemption
proceeds will not be mailed until the purchase check has cleared. You may avoid
this requirement by investing by bank wire (Federal funds). Redemption checks
may be delayed if you have changed your address in the last 30 days. Please
notify the Fund promptly in writing, or by telephone, of any change of address.

BY WIRE
     You may authorize the Funds to transmit redemption proceeds by wire,
provided you send written wiring instructions with a signature guarantee at the
time of redemption. Proceeds from your redemption will usually be transmitted on
the first business day following the redemption. However, the Trust reserves the
right to hold redemptions for up to seven days. If the shares to be redeemed
were purchased by check the redemption proceeds will not be wired until the
purchase check has cleared, which may take up to seven days. There is a $10
charge to cover the wire, which is deducted from redemption proceeds.
International wires will be higher.


ADDITIONAL INFORMATION ABOUT REDEMPTIONS
     The redemption price may be more or less than your cost, depending on the
net asset value of the Fund's portfolio next determined after your request is
received.

     A request to redeem shares in an IRA or similar retirement account must be
accompanied by an IRS Form W4-P and a reason for withdrawal as

                                      17
<PAGE>

specified by the IRS. Proceeds from the redemption of shares from a retirement
account may be subject to withholding tax.

     The Trust has the authority to redeem existing accounts and to refuse a
potential account the privilege of having an account in the Trust if the Trust
reasonably determines that the failure to so redeem, or to so prohibit, would
have a material adverse consequence to the Trust and its shareholders. No
account closing fee or redemption fee will be charged to investors whose
accounts are closed under this provision.

     Excessive short-term trading has an adverse impact on effective portfolio
management as well as upon Fund expenses. The Trust has reserved the right to
refuse investments from shareholders who engage in short-term trading.

SHORT-TERM TRADING FEE

     A short-term trading fee of ten basis points or 0.10% of the value of
shares redeemed or exchanged will be assessed to shareholders who redeem or
exchange shares of United Services Funds' equity funds (U.S. Gold Shares Fund,
U.S. World Gold Fund, U.S. Global Resources Fund, U.S. Income Fund, U.S. All
American Equity Fund, and U.S. Real Estate Fund) held less than fourteen (14)
calendar days. A fee of 1% of the value of shares redeemed or exchanged will be
assessed to shareholders who redeem or exchange shares of the China Region
Opportunity Fund held less than 180 calendar days.

ACCOUNT CLOSING FEE

     In order to reduce Fund expenses, an account closing fee of $10 will be
assessed to shareholders who redeem all shares in their Fund account and direct
that redemption proceeds be delivered to them by mail or wire. The charge is
payable directly to the Fund's Transfer Agent which, in turn, will reduce its
charges to the Fund by an equal amount. The purpose of the charge is to allocate
to redeeming shareholders a more equitable portion of the Transfer Agent's fee,
including the cost of tax reporting, which is based upon the number of
shareholder accounts. The account closing fee does not apply to exchanges
between the funds of United Services Funds nor does it apply to accounts which
are involuntarily redeemed.

SMALL ACCOUNTS

     Fund accounts which fall, for any reason other than market fluctuations,
below $1,000 at any time during a month will be subject to a small account
charge of $5 for that month which, with respect to certain small accounts, could
be in excess of fund distributions. The charge is payable directly to the Fund's
Transfer Agent which, in turn, will reduce its charges to the Fund by an equal
amount. The purpose of the charge is to allocate the cost of maintaining
shareholder accounts more equally among shareholders.


                                      18
<PAGE>

     Active ABC Investment PlanT, UGMA/UTMA, and retirement plan accounts
administered by the Advisor or its agents or affiliates will not be subject to
the small account charge.

     In order to reduce expenses of the Fund, the Trust may redeem all of the
shares in any shareholder account, other than active ABC Investment PlanT,
UGMA/UTMA and retirement plan accounts, if, for a period of more than three
months, the account has a net asset value of $500 or less and the reduction in
value is not due to market action. If the Fund elects to close such accounts, it
will notify shareholders whose accounts are below the minimum of its intention
to do so, and will provide those shareholders with an opportunity to increase
their accounts by investing a sufficient amount to bring their accounts up to
the minimum amount within ninety (90) days of the notice. No account closing fee
will be charged to investors whose accounts are closed under this redemption
provision.

CONFIRMATION STATEMENTS
     Shareholders normally will receive a confirmation statement after each
transaction showing activity in the account. However, when account activity is
produced solely from dividend reinvestment, confirmation statements will be
mailed only on a monthly basis.

OTHER SERVICES
     The Trust has available a number of plans and services to meet the special
needs of certain investors. Plans available include:

     (1) payroll deduction plans, including military allotments;

     (2) custodial accounts for minors;

     (3) a flexible, systematic withdrawal plan; and

     (4) various retirement plans such as IRA, SEP/IRA, 403(b)(7), 401(k) and
employer-adopted defined contribution plans.

     Application forms and brochures describing these plans and services may be
obtained from the Transfer Agent by calling 1-800-US-FUNDS (1-800-873-8637).

     There is an annual charge for each retirement plan fund account with
respect to which Security Trust & Financial Company ("ST&FC"), a wholly-owned
subsidiary of the Advisor, acts as custodian (for example, $10 for IRAs and $15
for SEP/IRAs, 403(b)(7)s, profit sharing and other such accounts). If this
administrative charge is not paid separately prior to the last business day of
the calendar year or prior to a total redemption or exchange, it will be
deducted from the shareholder's account. 

SHAREHOLDER SERVICES
     United Shareholder Services, Inc. ("USSI" or "Transfer Agent"), a
wholly-owned subsidiary of the Advisor, acts as transfer and dividend paying
agent for all fund accounts. Simply write or call 1-800-US-FUNDS for prompt
service on any questions about your account.

                                      19
<PAGE>

24 HOUR CURRENT INFORMATION
     Shareholders can also access 24 hours a day current information on yields,
prices, dividends, account balances and deposits and redemptions for the
previous and current months. Just call 1-800-US-FUNDS and press the appropriate
codes into your touch-tone phone.

                            HOW SHARES ARE VALUED

     Shares of each Fund are purchased or redeemed, on a continuing basis
without a sales charge, at their next determined net asset value per share. The
net asset value per share of the Fund is calculated by United Shareholder
Services, Inc. Net asset value per share is determined Monday through Friday, as
of 4:00 p.m. Eastern time, exclusive of business holidays on which the NYSE is
closed, by dividing the aggregate net assets of the Fund by the total number of
shares outstanding. In the event that the NYSE and other financial markets close
earlier as on the eve of a holiday, the net asset value per share will be
determined earlier in the day at the close of trading on the NYSE.

     All securities (except United States Government securities and repurchase
agreements) held by each Fund are valued based on an independent pricing service
and, in the event such service is not available or if the Board of Trustees
deems it to be advisable, at the mean between the most recent bid and ask prices
as obtained from one or more dealers that make markets in the securities. Debt
securities with maturities of 60 days or less at the time of purchase are valued
on the basis of the amortized cost. This involves valuing an instrument at its
cost initially and, thereafter, assuming a constant amortization to maturity of
any discount or premium, regardless of the impact of fluctuating interest rates
on the market value of the instrument.

                             DIVIDENDS AND TAXES

     Each Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). By
complying with the applicable provisions of the Code, a Fund will not be subject
to Federal income tax on its net investment income and net capital gains that
are distributed to shareholders.

     All income dividends and capital gain distributions are normally
reinvested, without charge, in additional full and fractional shares of each
Fund. Alternatively, investors may choose: (1) automatic reinvestment of capital
gain distributions in Fund shares and payment of income dividends in cash; (2)
payment of capital gain distributions in cash and automatic reinvestment of
dividends in Fund shares; or (3) all income dividend and capital gain
distributions paid in cash. The share price of the reinvestment will be the net
asset value of the Fund shares computed at the close of business on the date the
dividend or distribution is paid. Dividend checks returned to the Fund as being
undeliverable and dividend checks not cashed

                                      20
<PAGE>

after 180 days will automatically be reinvested at the price of the Fund on the
day returned or on or about the 181st day and the distribution option will be
changed to "reinvest," 

     At the time of purchase, the share price of each Fund may reflect
undistributed income, capital gains or unrealized appreciation of securities.
Any dividend or capital gain distribution paid to a shareholder shortly after a
purchase of shares will reduce the per share net asset value by the amount of
the distribution. Although in effect a return of capital to the shareholder,
these capital gain distributions are fully taxable.

     Each Fund generally pays dividends monthly and capital gain distributions,
if any, annually in December.

     Distribution by the Fund of net tax exempt interest income will be excluded
from a shareholder's gross income for Federal income tax purposes. Dividends
from taxable net investment income and distributions of net short-term capital
gains are taxable as ordinary income, whether received in cash or reinvested in
additional shares.

     Distributions of net capital gains are taxable as long-term capital gains
whether received in cash or reinvested in additional shares, and regardless of
the length of time the investor has held his shares of the Fund. However, it is
expected that any taxable income will be insubstantial in relation to the tax
exempt interest income generated by the Fund.

     Tax exempt interest from "private activity" bonds (for example, industrial
development revenue bonds) issued after August 7, 1986 is considered a tax
preference item for purposes of the alternative minimum tax. For corporations,
all tax exempt interest will be considered in calculating the alternative
minimum tax as part of the book income or adjusted current earnings adjustments.

     The exemption of interest income for Federal income tax purposes does not
necessarily result in exemption under the income or other tax laws of any state
or local taxing authority. The foregoing discussion relates only to generally
applicable Federal income tax provisions in effect as of the date of this
prospectus. Therefore, shareholders should consult their tax advisers about the
status of distributions from the Fund in their own states and localities.

     Each January, each Fund will report to its shareholders the Federal tax
status of dividends and distributions paid or declared by the Fund during the
preceding calendar year, including the portion of the dividends constituting
interest on "private activity" bonds, and the percentage and source, on a
state-by-state basis, of interest income earned on tax exempt securities held by
the Fund during the preceding year.

                                      21
<PAGE>
                                  THE TRUST

THE TRUST
     United Services Funds (the "Trust") is an open-end management investment
company, consisting of numerous separate, diversified portfolios each of which
has its own investment objectives and policies. The portfolios are designed to
serve a wide range of investor needs. 
     The Trust was formed July 31, 1984 as a "business trust" under the laws of
the Commonwealth of Massachusetts. It is a "series" company which is authorized
to issue series of shares without par value, each series representing interests
in a separate portfolio, or divide the shares of any series into classes. Shares
of numerous series have been authorized. The Board of Trustees of the Trust has
the power to create additional series, or divide existing series into two or
more classes, at any time, without a vote of shareholders of the Trust.

     Under the Trust's First Amended and Restated Master Trust Agreement (the
"Master Trust Agreement"), no annual or regular meeting of shareholders is
required, although the Trustees may authorize special meetings from time to
time. Under the terms of the Master Trust Agreement, the Trustees will be a
self-perpetuating body and will continue their positions until they resign, die
or are removed by a written instrument signed by at least two-thirds of the
Trustees, by vote of shareholders holding not less than two-thirds of the shares
then outstanding of the Trust cast at any meeting called for that purpose, or by
a written declaration signed by shareholders holding not less than two-thirds of
the shares then outstanding.

     On any matter submitted to shareholders, shares of each portfolio entitle
their holder to one vote per share, irrespective of the relative net asset
values of each portfolio's shares. On matters affecting an individual portfolio,
a separate vote of shareholders of the portfolio is required. Each portfolio's
shares are fully paid and non-assessable by the Trust, have no preemptive or
subscription rights, and are fully transferable, with no conversion rights.

                           MANAGEMENT OF THE FUNDS

TRUSTEES
     The business affairs of the Funds are managed by the Trust's Board of
Trustees. The Trustees establish policies, as well as review and approve
contracts and their continuance. The Trustees also elect the officers and select
the Trustees to serve as executive and audit committee members.

THE INVESTMENT ADVISOR
     United Services Advisors, Inc., 7900 Callaghan Road, San Antonio, Texas
78229, under an investment advisory agreement with the Trust dated October 26,
1989, furnishes investment advice and is responsible for overall management of
the Trust's business affairs. Frank E. Holmes, Chief Executive Officer and
Chairman of the Board of Directors of the Advisor, as well as President and a
Trustee of the Trust has, since October 1989, owned

                                      22
<PAGE>

more than 25% of the voting stock of the Advisor and is its controlling
person. The Advisor was organized in 1968.

     The Advisor provides to the Trust, and to each of the portfolios within the
Trust, management and investment advisory services. The Advisor furnishes an
investment program for each of the funds, determines, subject to the overall
supervision and review of the Board of Trustees of the Trust, what investments
should be purchased, sold and held, and makes changes on behalf of the Trust in
the investments of each of the funds. The Advisor utilizes a team approach to
manage the assets of the Funds. The team meets regularly to review portfolio
holdings and to discuss purchase and sale activity. Creston King has been
appointed team leader for the Funds. Mr. King has been the Advisor's assistant
portfolio manager for fixed income funds since September 1993. Prior to joining
the Advisor Mr. King worked in the brokerage industry for over 5 years. 
     The Advisor provides the Trust with office space, facilities and business
equipment and provides the services of executive and clerical personnel for
administering the affairs of the Trust. The Advisor pays the expense of printing
and mailing prospectuses and sales materials used for promotional purposes.

     WITH RESPECT TO THE TAX FREE FUND AND NOTWITHSTANDING THE FOLLOWING
DESCRIPTION OF FEES AND OTHER EXPENSES, THE ADVISOR HAS GUARANTEED THAT TOTAL
FUND OPERATING EXPENSES, (AS A PERCENTAGE OF NET ASSETS) WILL NOT EXCEED 0.40%
ON AN ANNUALIZED BASIS THROUGH JUNE 30, 1996 AND UNTIL SUCH LATER DATE AS THE
ADVISOR DETERMINES.

     WITH RESPECT TO THE NEAR-TERM TAX FREE FUND AND NOTWITHSTANDING THE
FOLLOWING DESCRIPTION OF FEES AND OTHER EXPENSES, THE ADVISOR HAS GUARANTEED
THAT TOTAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS) WILL NOT
EXCEED 0.70% ON AN ANNUALIZED BASIS THROUGH JUNE 30, 1996, AND UNTIL SUCH LATER
DATE AS THE ADVISOR DETERMINES.

     With regard to the Tax Free Fund, the Advisory Agreement with the Trust
provides for the Fund to pay the Advisor a management fee equal to 0.75% of the
first $250 million average net assets and 0.50% of average net assets in excess
of $250 million. The fee paid to the Advisor for managing the U.S. Tax Free Fund
for the fiscal period ended June 30, 1995 was 0.00% of average net assets due to
Advisor guarantees.

     With regard to the Near-Term Tax Free Fund, the Advisory Agreement with the
Trust provides for the Fund to pay the Advisor a management fee equal to 0.50%
of the Fund's average net assets ( 1/12 of 0.50% monthly). The fee paid to the
Advisor for managing the Near-Term Tax Free Fund for the fiscal period ended
June 30, 1995 was 0.00% of average net assets due to Advisor guarantees.

     The Advisor may, out of profits derived from its management fee, pay
certain financial institutions (which may include banks, securities dealers and
other industry professionals) a "servicing fee" for performing certain
administrative servicing functions for Fund shareholders to the extent these
institutions are allowed to do so by applicable statute, rule or regulation.

                                      23
<PAGE>

These fees will be paid periodically and will generally be based on a percentage
of the value of the institutions' client Fund shares.

     The Transfer Agency Agreement with the Trust provides for each Fund to pay
USSI an annual fee of $23.00 per account ( 1/12 of $23.00 monthly). In
connection with obtaining/providing administrative services to the beneficial
owners of Trust shares through broker-dealers which provide such services and
maintain an omnibus account with the Transfer Agent, each Fund shall pay to the
Transfer Agent a monthly fee equal to one-twelfth ( 1/12) of 12.5 basis points
(.00125) of the value of the shares of the Funds held in accounts at the
broker-dealer, which payment shall not exceed $1.67 multiplied by the average
daily number of accounts holding Trust shares at the broker-dealer. These fees
cover the usual transfer agency functions. In addition, each Fund bears certain
other Transfer Agent expenses such as the costs of record retention and postage,
plus the telephone and line charges (including the toll-free 800 service) used
by shareholders to contact the Transfer Agent. For the fiscal period ended June
30, 1995, the Tax Free Fund and Near-Term Tax Free Funds paid USSI a total of
$0.00 and $0.00, respectively, for the transfer agency, lockbox and printing
fees due USSI. Transfer Agent fees, including reimbursed expenses, are reduced
by the amount of small account charges and account closing fees the Transfer
Agent is paid.


     USSI performs bookkeeping and accounting services, and determines the daily
net asset value for each of the Funds. Bookkeeping and accounting services are
provided to the Funds for an asset based fee of 0.04% of the first $200 million
average net assets, 0.03% of the next $200 million average net assets, 0.02% of
the next $350 million average net assets and 0.01% of average net assets in
excess of $750 million -- subject to an annual minimum fee of $26,000 per Fund.
Prior to November 1, 1993, the services were provided to the Trust at a fixed
annual fee of $525,000 allocated to the Trust's numerous funds as determined by
the Board of Trustees. USSI received fees of $0.00 and $0.00 for the U.S. Tax
Free Fund and Near-Term Tax Free Fund, respectively for the year ended June 30,
1995.

     Additionally, the Advisor is reimbursed certain costs for in_house legal
services pertaining to each Fund, which reimbursement is subject to the
Advisor's assumption of expenses for each Fund.

     The Trust pays all other expenses for its operations and activities. Each
Fund pays its allocable portion of these expenses. The expenses borne by the
Trust include the charges and expenses of any shareholder servicing agents,
custodian fees, legal and auditors' expenses, brokerage commissions for
portfolio transactions, the advisory fee, extraordinary expenses, expenses of
shareholders and trustee meetings, expenses for preparing, printing and mailing
proxy statements, reports and other communications to shareholders, and expenses
of registering and qualifying shares for sale, among others.

                                      24
<PAGE>
                           PERFORMANCE INFORMATION

     From time to time, in advertisements or in reports to shareholders or
prospective shareholders, each Fund may compare its performance, either in terms
of its yield, total return or its yield and total return, to that of other
mutual funds with similar investment objectives and to stock or other indices.
For example, a Fund may compare its performance to rankings prepared by Lipper
Analytical Services, Inc. ("Lipper"), a widely recognized independent service
which monitors the performance of mutual funds; to Morningstar's Mutual Fund
Values; to the Consumer Price Index; to Moody's Bond Survey Bond Index; to
Shearson Lehman Municipal Bond Index; and to the mortgage trade and other
publications. Performance information and rankings as reported in Changing
Times, Business Week, Institutional Investor, the Wall Street Journal, Mutual
Fund Forecaster, No-Load Investor, Money Magazine, Forbes, Fortune, Investor's
Daily and Barron's magazine may also be used in comparing performance of each
Fund. Performance comparisons should not be considered as representative of the
future performance of each Fund.

     Each Fund's average annual total return is computed by determining the
average annual compounded rate of return for a specified period that, if applied
to a hypothetical $1,000 initial investment, would produce the redeemable value
of that investment at the end of the period, assuming reinvestment of all
dividends and distributions and with recognition of all recurring charges. The
Fund may also utilize a total return for differing periods computed in the same
manner but without annualizing the total return.

     Each Fund's "yield" refers to the income generated by an investment in the
Fund over a 30-day (or one month) period (which period will be stated in the
advertisement). Yield is computed by dividing the net investment income per
share earned during the most recent calendar month by the maximum offering price
per share on the last day of such month. This income is then "annualized." That
is, the amount of income generated by the investment during that 30-day period
is assumed to be generated each month over a 12-month period and is shown as a
percentage of the investment.

     For purposes of the yield calculation, interest income is computed based on
the yield to maturity of each debt obligation and dividend income is computed
based upon the stated dividend rate of each security in the Funds portfolio and
all recurring charges are recognized. The maturity of an obligation with a call
provision is the next call date on which the obligation reasonably may be
expected to be called or, if none, the stated maturity.

     Each Fund may also utilize tax equivalent yields computed in the same
manner, with adjustment for a stated income tax rate.

     The standard total return and yield results do not take into account
recurring and nonrecurring charges for optional services which only certain
shareholders elect and which involve nominal fees such as the $5 fee for
exchanges.
                                      25
<PAGE>

                            UNITED SERVICES FUNDS

                  SHARES OF THE FUNDS ARE SOLD AT NET ASSET
                       VALUE WITHOUT SALES COMMISSIONS,
                        REDEMPTION FEES OR 12B-1 FEES

                              U.S. TAX FREE FUND

                   UNITED SERVICES NEAR-TERM TAX FREE FUND

                              INVESTMENT ADVISOR
                        United Services Advisors, Inc.
                             7900 Callaghan Road
                       Mailing Address: P.O. Box 29467
                           San Antonio, Texas 78229

                                TRANSFER AGENT
                      United Shareholder Services, Inc.
                               P.O. Box 781234
                        San Antonio, Texas 78278-1234

                                  CUSTODIAN
                            Bankers Trust Company
                                16 Wall Street
                              New York, NY 10005

                                LEGAL COUNSEL
                           Goodwin, Procter & Hoar
                                Exchange Place
                               Boston, MA 02109

                           INDEPENDENT ACCOUNTANTS
                             Price Waterhouse LLP
                        One Riverwalk Place, Ste. 900
                           San Antonio, Texas 78205

                                 100% No Load

                      Be Sure to Retain This Prospectus;
                      It Contains Valuable Information.




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