UNITED SERVICES FUNDS
497, 1996-05-31
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                              UNITED SERVICES FUNDS
 
                       U.S. TREASURY SECURITIES CASH FUND
                     U.S. GOVERNMENT SECURITIES SAVINGS 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.  Treasury  Securities  Cash  Fund and the U.S.  Government
Securities  Savings  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. Read and retain this prospectus
for future reference.
 
     The Funds are money market  funds that  endeavor to maintain a constant per
share  net  asset  value.  SHARES  OF THE  TRUST  ARE NOT  INSURED,  GUARANTEED,
SPONSORED, RECOMMENDED OR APPROVED BY THE UNITED STATES OR ANY AGENCY OR OFFICER
THEREOF;  THERE IS NO ASSURANCE  THAT THE FUNDS WILL BE ABLE TO MAINTAIN  STABLE
NET ASSET VALUES OF $1.00 PER SHARE.
 
     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 1-800-873-8637.
 
                 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.
 
                                TABLE OF CONTENTS
 
                                                                   PAGE
                                                                   ----
          Summary of Fees and Expenses ..........................    2          
          Financial Highlights ..................................    4
          Investment Objectives and
          Considerations
               U.S. Treasury Securities Cash
                  Fund ..........................................    7
               U.S. Government Securities
                  Savings Fund ..................................    8
          Additional Information ................................    8
          How to Purchase Shares ................................    9
          How to Exchange Shares ................................   11
          How to Redeem Shares ..................................   12
          How Shares are Valued .................................   18
          Dividends and Taxes ...................................   18
          The Trust .............................................   19
          Management of the Funds ...............................   20
          Performance Information ...............................   23
 
                          SUMMARY OF FEES AND EXPENSES
 
     The following  summary,  which is based on actual  expenses and average net
assets for the U.S.  Treasury  Securities  Cash Fund for the year ended June 30,
1995 and the Advisor's voluntary agreement to cap expenses at 0.40% for the U.S.
Government Securities Saving Fund until June 30, 1997, is provided to assist you
in understanding the various costs and expenses a shareholder in each respective
Fund could bear directly and indirectly.
 
                                          U.S.             U.S.
                                        TREASURY        GOVERNMENT
                                        SECURITIES      SECURITIES
                                        CASH FUND      SAVINGS 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 (after reduction
        or waiver)...................      0.50%            0.15%
     Other Expenses..................      0.32%            0.16%
     Transfer Agency Fees............      0.12%            0.07%
     Accounting Services Fees........      0.03%            0.02%
Total Fund Operating Expenses (after
  reduction or waiver)...............      0.97%            0.40%(2)
 
                                      2
 
     Except  for  active  ABC  Investment  Plan(R),   UGMA/UTMA  and  retirement
accounts,  if an account 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 16.
 
     A shareholder who requests delivery of redemption  proceeds by wire will be
subject to a $10 charge. International wires will be charged more.
 
HYPOTHETICAL EXAMPLE OF EFFECT ON FUND EXPENSES
 
You would pay the following expenses on a $1,000 investment, assuming 5%
annual return:
 
                                         U.S. TREASURY      U.S. GOVERNMENT
                                        SECURITIES CASH    SECURITIES SAVINGS
                                             FUND                 FUND
                                        ---------------    ------------------
1 year...............................        $  20                $ 14
3 years..............................           41                  26
5 years..............................           64                  42
10 years.............................          129                  90
 
     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.  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 the Fund's  investments and business  affairs.  The Fund
incurs other expenses maintaining  shareholder records,  furnishing  shareholder
statements and reports,  and for other services.  Transfer agency and accounting
service fees are paid to United Shareholder Services,  Inc. ("USSI" or "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  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"  at  page  20  for  further
information.
 
     (2) The Advisor  guaranteed  that the Total Fund Operating  Expenses of the
U.S. Government Securities Savings Fund (as a percentage of net assets) will not
exceed  0.40% of net assets  until June 30, 1997 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  Services Fees and Total Fund Operating  Expenses were 0.43%,  0.16%,
0.07%,  0.02%,  and 0.68%,  respectively,  in the  absence of the fee waiver and
reimbursement of expenses by the Advisor.
 
                                        3

                              FINANCIAL HIGHLIGHTS
                       U.S. TREASURY SECURITIES CASH 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:
<PAGE>
<TABLE>
<CAPTION>
 
                                                                          YEAR ENDED JUNE 30,
                                              ---------------------------------------------------------------------------
                                                1995       1994       1993       1992       1991       1990       1989
                                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                           <C>         <C>       <C>        <C>        <C>        <C>
Per Share Operating Performance:
Net asset value, beginning of period........  $    1.00       1.00       1.00       1.00       1.00       1.00       1.00
                                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
  Net investment income(d)..................        .04        .02        .02        .04        .06        .08        .08
  Net realized and unrealized gain (loss) on
   investments(e)...........................         --         --         --         --         --         --         --
                                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total from investment operations............        .04        .02        .02        .04        .06        .08        .08
                                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
Less dividends and distributions:
  Dividends from net investment income......       (.04)      (.02)      (.02)      (.04)      (.06)      (.08)      (.08)
  Distributions from net realized gains.....         --         --         --         --         --         --         --
                                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total dividends and distributions...........       (.04)      (.02)      (.02)      (.04)      (.06)      (.08)      (.08)
                                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
Net asset value, end of period..............  $    1.00       1.00       1.00       1.00       1.00       1.00       1.00
                                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total Investment Return(g)..................       4.43%      2.38       2.46       4.33       6.69       7.91       7.94
Ratios/Supplemental Data:
Net assets, end of period (in thousands)....  $ 190,373    164,708    142,888    150,192    155,849    162,988    170,960
Ratio of expenses to average net assets.....        .97%       .93        .99        .88        .73        .70        .70
Ratio of net income to average net assets...       4.32%      2.38       2.41       4.30       6.96       7.67       7.67
Portfolio turnover rate.....................         --         --         --         --         --         --         --
 
                                                1988       1987       1986
                                              ---------  ---------  ---------
<S>                                           <C>        <C>        <C> 
Per Share Operating Performance:
Net asset value, beginning of period........       1.00       1.00       1.00
                                              ---------  ---------  ---------
  Net investment income(d)..................        .06        .05        .06
  Net realized and unrealized gain (loss) on
   investments(e)...........................         --         --         --
                                              ---------  ---------  ---------
Total from investment operations............        .06        .05        .06
                                              ---------  ---------  ---------
Less dividends and distributions:
  Dividends from net investment income......       (.06)      (.05)      (.06)
  Distributions from net realized gains.....         --         --         --
                                              ---------  ---------  ---------
Total dividends and distributions...........       (.06)      (.05)      (.06)
                                              ---------  ---------  ---------
Net asset value, end of period..............       1.00       1.00       1.00
                                              ---------  ---------  ---------
                                              ---------  ---------  ---------
Total Investment Return(g)..................       6.07       4.74       6.24
Ratios/Supplemental Data:
Net assets, end of period (in thousands)....    158,883    104,356     73,387
Ratio of expenses to average net assets.....        .68       1.12       1.05
Ratio of net income to average net assets...       5.85       4.89       6.08
Portfolio turnover rate.....................         --         --         --
</TABLE>
                                                                   (CONTINUED)

                                      4

                             FINANCIAL HIGHLIGHTS
                   U.S. GOVERNMENT SECURITIES SAVINGS 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(B)    1989(B)    1988(B)
                                            ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>
Per Share Operating Performance:
  Net asset value, beginning of period....  $    1.00       1.00       1.00       1.00       1.01       1.03       1.01       1.02
                                            ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
  Net investment income(d)................        .05        .03        .04        .05        .08        .07        .08        .09
  Net realized and unrealized gain (loss)
    on investments(e).....................       (.01)        --         --         --        .02        .01        .02        .00
                                            ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total from investment operations..........        .04        .03        .04        .05        .06        .08        .10        .09
                                            ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Less dividends and distributions:
  Dividends from net investment income....       (.05)      (.03)      (.04)      (.05)      (.07)      (.08)      (.08)      (.09)
  Distributions from net realized gains...         --         --         --         --         --         --         --       (.01)
                                            ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total dividends and distributions.........       (.05)      (.03)      (.04)      (.05)      (.07)      (.08)      (.08)      (.10)
                                            ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Capital contribution by manager(i)........        .01         --         --         --         --         --         --         --
Net asset value, end of period............  $    1.00       1.00       1.00       1.00       1.00       1.01       1.03       1.01
                                            ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                            ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total Investment Return(g)................       5.09 (i)      3.34      3.79      5.30      5.47       6.70      10.69       8.79
 
Ratios/Supplemental Data:
Net assets, end of period (in
  thousands)..............................  $ 529,372    610,229    445,418    117,092     22,291      4,992      6,507      6,753
Ratio of expenses to average net assets...        .23 (h)       .16       .19        --       .47       2.17       1.13         --
Ratio of net income to average net
  assets..................................       5.03 (h)      3.34      3.61      5.02      6.24       7.07       8.15       8.78
Portfolio turnover rate...................         --         --         --         --         --         --      81.59      90.31
 
                                                        PERIOD
                                             1987(B)   ENDED(A)
                                            ---------  ---------
<S>                                         <C>         <C>
Per Share Operating Performance:
  Net asset value, beginning of period....       1.07     1.08
                                            ---------      ---
  Net investment income(d)................        .08      .01
  Net realized and unrealized gain (loss)
    on investments(e).....................       (.05)    (.01)
                                            ---------      ---
Total from investment operations..........        .03       --
                                            ---------      ---
Less dividends and distributions:
  Dividends from net investment income....       (.08)    (.01)
  Distributions from net realized gains...         --       --
                                            ---------      ---
Total dividends and distributions.........       (.08)    (.01)
                                            ---------      ---
Capital contribution by manager(i)........         --       --
Net asset value, end of period............       1.02     1.07
                                            ---------      ---
                                            ---------      ---
Total Investment Return(g)................       3.20     0.42
Ratios/Supplemental Data:
Net assets, end of period (in
  thousands)..............................      6,743      772
Ratio of expenses to average net assets...       (.08)      --(c)
Ratio of net income to average net
  assets..................................       8.24     6.50(c)
Portfolio turnover rate...................     106.68       --
 
                                                 (FOOTNOTES ON FOLLOWING PAGE)
</TABLE>

                                      5
<PAGE>

(CONTINUED FROM PREVIOUS PAGE)
 
(a) For the period from April 1, 1986 (date of  commencement  of  operations) to
June 30,  1986;  (b)  Adjusted  to reflect a 9.2448  2-for-1  stock  split as of
October 31, 1990. Prior to the split the Fund was not a constant $1.00 Fund; (c)
Annualized,  the  ratios  are not  necessarily  indicative  of twelve  months of
operations;  (d) Net of  expense  reimbursements;  (e)  Includes  the  effect of
capital share  transactions  throughout the year; (f) During the year ended June
30, 1995, the Advisor purchased directly from the Government  Securities Savings
Fund  $130,525,000  par amount of  securities  at the Fund's  amortized  cost of
$130,113,712  so that the Fund  would  continue  to  maintain a stable net asset
value of $1.00 per share.  The market value of these  securities  at the time of
purchase  was  $124,738,432  plus  accrued  interest.  For  financial  reporting
purposes,  the $5,375,280 difference between amortized cost and market value was
recorded  as a capital  loss and a  corresponding  capital  contribution  by the
Manager.  For tax  purposes,  these  reimbursements  were  applied  against  the
realized  losses for the year ended June 30, 1995. In accordance  with Statement
of Position 93-2, Determination, Disclosure and Financial Statement Presentation
of Income,  Capital  Gains,  and Return of Capital  Distributions  by Investment
Companies,  such amounts have been reclassified from additional  paid-in capital
to accumulated undistributed net realized loss from investments in the Statement
of Assets and  Liabilities;  (g) Total  return  does not  reflect  the effect of
account fees; (h) Expense ratio is net of expense reimbursements or fee waivers.
Had such reimbursements and fee waivers not been made, the expense ratio subject
to the most  restrictive  state  limitation  would  have been  0.68% and the net
investment  income ratio would have been 4.57%;  (i) Total  return  includes the
effect of the  voluntary  capital  contribution  from the Advisor  (see note (f)
above).  Without  this  capital  contribution,  total  return  would  have  been
approximately 4.19%.
 
                                        6
 
                    INVESTMENT OBJECTIVES AND CONSIDERATIONS
 
     United  Services  Funds offers  investors two money market  funds,  each of
which is designed to satisfy different needs. The U.S. Treasury  Securities Cash
Fund invests  exclusively in United States  Treasury  obligations and repurchase
agreements that are collateralized by such obligations. The Fund is designed for
investors who anticipate  making frequent deposits and withdrawals from the Fund
and desire  maximum  safety of  principal  and  liquidity.  The U.S.  Government
Securities   Savings  Fund  invests   exclusively  in  United  States   Treasury
obligations,  obligations of agencies and instrumentalities of the United States
Government,  the  income  from  which is exempt  from state  income  taxes,  and
repurchase obligations which are collateralized by such obligations. The Fund is
designed to provide a higher yield than the U.S. Treasury  Securities Cash Fund,
but with slightly less safety of principal and  liquidity.  Both Funds use their
best efforts to maintain a constant net asset value of $1.00 per share, although
there can be no assurance that either Fund will be able to do so on a continuing
basis.
 
U.S. TREASURY SECURITIES CASH FUND
 
     The U.S. Treasury Securities Cash Fund's investment  objective is to obtain
a high level of current  income while  maintaining  the highest degree of safety
and liquidity.  The U.S. Treasury  Securities Cash Fund invests in United States
Treasury debt  securities  with 397 days or less remaining to maturity which are
protected by the "full faith and credit" of the United States  Government and in
repurchase  agreements that are collateralized  with such obligations.  The Fund
seeks to  maintain  a stable  net  asset  value  per share of $1.00 and a dollar
weighted average portfolio maturity of 90 days or less.
 
     The  Fund  may  invest  all or any  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,  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  are  collateralized  by United
States  Treasury  securities  whose  market  values  equal or exceed 102% of the
principal  amount of the  repurchase  obligation.  If an  institution  enters an
insolvency  proceeding,  any  delay in  liquidation  of  securities  serving  as
collateral could cause the Fund some loss if the value of the securities were to
decline prior to liquidation. The Fund anticipates that any such delays would be
less  than 10 days.  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. The Fund
 
                                      7
 
will not invest more than 10% of its total assets in repurchase  agreements with
maturities in excess of seven days.
 
U.S. GOVERNMENT SECURITIES SAVINGS FUND
 
     The U.S.  Government  Securities Savings Fund's objective is to provide the
highest yield  consistent  with safety of principal and maintenance of liquidity
that is obtainable by investing  exclusively  in short-term  obligations  of the
United States  Government and its agencies and  instrumentalities.  The Fund may
invest in fixed-rate, floating-rate and adjustable-rate securities issued by the
United States Treasury and various United States Government agencies,  including
the Federal Home Loan Banks,  the Federal Farm Credit Banks and the Student Loan
Marketing Association. The Fund may also invest in repurchase agreements secured
by United States  Treasury  securities  and cash if the Advisor  believes that a
major disruption in the currency or money market may adversely affect the Fund's
assets.
   
     The Fund seeks to  maintain a stable net asset value per share of $1.00 and
a dollar  weighted  average  portfolio  maturity  of 90 days or  less.  The Fund
invests exclusively in securities with remaining maturities of 397 days or less.
In determining  maturity,  an adjustable-rate  security is ordinarily treated as
having a maturity equal to its next interest-rate adjustment date.
    
       
     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.   To  maximize  the
tax-effective yield for shareholders under normal  circumstances,  the Fund will
invest only in obligations that qualify for the exemption from state taxation.
 
     The Trustees  may also seek to maximize  yield by adopting  procedures  and
policies that reduce operational expenses of the Fund. For example, the Trustees
have imposed  minimum  investment  requirements  and limitations on checkwriting
privileges.  In the future,  the Trustees may also require  shareholders  to pay
fees in connection with certain transactions, such as exchanges and redemptions.
For these  reasons,  the Fund may not be an appropriate  investment  vehicle for
market traders or transaction oriented investors.
 
                             ADDITIONAL INFORMATION
 
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
 
                                      8
 
loan is secured by collateral  (consisting of any combination of cash and United
States  Government  securities)  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 assets.
 
POLICY CHANGES
 
     Neither Fund may change its investment objective,  or its policy to use its
best efforts to maintain a constant net asset value of $1.00 per share,  without
the affirmative vote of a majority of the Fund's outstanding voting securities.
 
                             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
Plan(R) 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.
 
                                      9
 
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 PLAN(R)
 
     Once  your  account  is open,  you may make  investments  automatically  by
completing the ABC Investment Plan(R) (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 to 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  received by the Trust's  transfer agent or a
sub-agent  before 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 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 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.
 
                                       10
 
     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.
 
                            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 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.  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.
 
                                      11
 
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  on  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. ("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 exchange
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) 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 11.)
 
     (4)  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 16.
 
     (5) The exchange  privilege may be modified or 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.  Redemption  requests
received in proper  order by the Trust'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.
 
BY MAIL
 
     A written  request for redemption must be in "proper order," which requires
delivery of the following to the Transfer Agent:
 
                                      12
 
     (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) signature guarantees when required; and
 
     (3) 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.")
 
BY TELEPHONE
 
     Redemptions  may be made by  telephone,  provided  you have  completed  the
Telephone Redemption  Authorization  section of the purchase  application.  Upon
proper authority and instruction, redemptions will be wired (for a separate bank
wire charge) to the bank account identified on the account  registration or, for
amounts  of $15,000 or less,  redemptions  will be mailed to the  address on the
account registration. In connection with telephone redemptions, neither the Fund
nor the  Transfer  Agent will be  responsible  for acting upon any  instructions
reasonably  believed by them to be genuine.  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.
 
     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.
 
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  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
 
                                      13
 
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).
 
BY CHECKWRITING
 
     You may redeem shares of a Fund by writing a draft  ("check")  against your
account balance.  For U.S.  Treasury  Securities Cash Fund, there is no limit on
the number of checks you may write and checks may be written for any amount. For
U.S.  Government  Securities  Savings  Fund,  there is no limit on the number of
checks you may write, but there is a minimum check amount of $500.
 
     If you want to add  checkwriting to an existing Fund account,  contact USSI
by phone or mail for the appropriate  form. New accounts may elect  checkwriting
on the purchase application. You will receive a free initial supply of temporary
checks usually within 14 days after your account has been  established  and your
completed  signature  card is on file with the Fund.  You may  thereafter  order
permanent checks for a nominal charge.
 
     Checkwriting  is not  available  for an ABC  Investment  PlanT account or a
retirement plan account  administered by the Advisor or its agent.  Further, the
checkwriting  privilege is only  available for those accounts that elect to have
their dividends reinvested.
 
     Checks will clear through Bankers Trust Company - Delaware. When checks are
presented,  USSI will redeem a sufficient  number of shares from your account to
pay the check amount.  Cancelled  checks will not  automatically  be returned to
you; however,  USSI will retain  microfilmed copies of cancelled checks for your
emergency needs and will provide a copy upon written request.  You may, however,
request  that your checks be returned on a monthly  basis for a fee of $5/month.
Further,  you may request  research  services from USSI or the clearing bank for
which the Fund  will  charge  your  account  fees  based on the  bank's  current
schedule, currently $15/hour or $1 per draft, whichever is higher.
 
     You will  continue to receive  dividends  on all shares until your check is
presented for payment.  You cannot use a check to close an account  because when
the check is written,  you will not know what the exact account  balance will be
on the date the check clears.
 
                                      14
 
     The Fund returns checks drawn on insufficient funds, funds not "matured" or
other irregularities and charges the account fees for such based on the clearing
bank's current  schedule,  currently $20.  Purchases by check are not considered
"matured"  until seven days after the purchase.  Neither the Fund, nor USSI, nor
the  clearing  bank  will be  liable  for any loss or  expense  associated  with
returned checks.
 
     You may  request  a stop  payment  on a check by  providing  the Fund  with
authorization  to do so.  The Fund  will use its best  effort  to  execute  stop
payment instructions but does not promise or guarantee that such efforts will be
effective. The Fund will charge your account fees for such based on the clearing
bank's  current  schedule,  currently  $20 for  each  stop  payment  instruction
received.
 
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 have completed the banking information  portion of the Telephone  Redemption
Authorization.  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 higher.
 
ADDITIONAL INFORMATION ABOUT REDEMPTIONS
 
     A request to redeem shares in an IRA or similar  retirement account must be
accompanied  by an IRS Form  W4-P and must  state 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.
 
                                      15
 
     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.
 
SHORT-TERM TRADING FEE
 
     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 held
less than  fourteen  (14)  calendar  days.  The trader's fee will be paid to the
Fund.
 
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
charges 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
shareholders  accounts.  This  will  not be  imposed  on any  account  which  is
involuntarily  redeemed nor does it apply to exchanges  between United  Services
Funds.
 
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 which is deducted  the next  business  day. If an account  does not
have  sufficient  funds to cover the $5 monthly  charge,  the Trust reserves the
right without  further notice to such  shareholder to redeem shares of any other
Fund owned by the shareholder to pay such fee. 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  Plan(R),  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 redeem all of the
shares in any shareholder  account,  other than an active ABC Investment  PlanT,
UGMA/UTMA and retirement plan account, if, for a period of more
 
                                       16
 
than three months, the account has a net 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 the activity in the account.  However, when account activity
is  produced  solely  from  checkwriting  and/or  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 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,  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 questions  about
your account.
 
                                       17
 
24 HOUR CURRENT INFORMATION
 
     Shareholders can also access 24 hours a day current  information on yields,
prices,  latest dividends,  account  balances,  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  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.
 
     The assets of each Fund are valued on the basis of  amortized  cost,  which
involves valuing a portfolio  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.  This valuation  method results in a constant per share value of
$1.00 for each Fund.
 
                              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 gains net income
that are distributed to shareholders.
 
     All of the net  income of the U.S.  Treasury  Securities  Cash Fund and the
U.S.  Government  Securities Savings Fund is declared and distributed as a daily
dividend. Net income may be reduced by losses, if any, realized upon the sale of
securities. Net income of each Fund will be computed, and dividends declared, as
of 4:00 p.m.  Eastern time on each business day.  Investments  in each Fund made
prior to 4:00 p.m.  Eastern time will receive  dividends  the next business day,
and  redemptions  and exchanges  effected  prior to 4:00 p.m.  Eastern time will
receive  that day's  dividend  (other than  redemptions  under the  checkwriting
privilege  which  receive  dividends  until the check is presented for payment).
Investors may request  automatic  redemption of dividend income at each month or
quarter end.  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
 
                                       18
 
Fund on the day  returned  or on or about the 181st  day,  and the  distribution
option will be changed to "reinvest."
 
     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.  None of the dividends paid by the Funds are expected to 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.
 
     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.  The  U.S.  Government
Securities  Savings  Fund  will  invest  only in  obligations  that the  Advisor
reasonably determines qualify for this exemption from state taxation.
 
     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.
 
     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
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 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
("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
 
                                       19
 
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 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.
 
     WITH  RESPECT  TO  THE  U.S.   GOVERNMENT   SECURITIES   SAVINGS  FUND  AND
NOTWITHSTANDING  THE  FOLLOWING  DESCRIPTION  OF FEES AND  OTHER  EXPENSES,  THE
ADVISOR HAS  VOLUNTARILY  GUARANTEED  THAT TOTAL FUND  OPERATING  EXPENSES (AS A
PERCENTAGE OF AVERAGE NET ASSETS) OF THE U.S. GOVERNMENT SECURITIES
 
                                       20
 
SAVINGS FUND WILL NOT EXCEED 0.40% ON AN ANNUALIZED BASIS UNTIL JUNE 30, 1997 OR
UNTIL SUCH LATER DATE AS THE ADVISOR DETERMINES.
 
     The  Advisory  Agreement  with the Trust  provides for each Fund to pay the
Advisor an annual  management  fee equal to 0.50% of the first  $250  million in
average  net assets of the Fund and 0.375% of the average net assets of the Fund
in excess of $250  million.  The fees paid to the Advisor for  managing the U.S.
Treasury  Securities Cash Fund and the U.S.  Government  Securities Savings Fund
for the fiscal period ended June 30, 1995, after such reimbursements, were 0.50%
and 0.00%, respectively, 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),  except for
accounts  with monthly zero  balances.  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 shares at the  institution.
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 U.S. Treasury  Securities Cash Fund and the U.S.
Government  Securities  Savings  Fund  paid a total of  $244,941  and  $282,247,
respectively, 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 each of the Funds.  Bookkeeping and accounting  services are
provided  to the Fund  for an asset  based  fee of 0.03% of first  $250  million
average  net assets,  0.02% of next $250  million  average net assets,  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 $53,677 and  $131,803 for the U.S.
Treasury Securities Cash Fund and the
 
                                       21
 
U.S. Government Securities Savings 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 the Fund.
 
     The Trust pays all other expenses for its operations and  activities.  Each
of the Funds 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.
 
                                       22
 
                             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
yield  or its  effective  yield  to that of  other  mutual  funds  with  similar
investment  objectives.  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  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.
 
     The "yield" for each Fund refers to the income  generated by an  investment
in the  Fund  over a  seven-day  period  (which  period  will be  stated  in the
advertisement).  This  yield  is  calculated  by  determining  the  net  change,
exclusive  of  capital  changes,  in the  value of a  hypothetical  pre-existing
account  having  a  balance  of one  share  at  the  beginning  of  the  period,
subtracting  a  hypothetical  charge  reflecting   deductions  from  shareholder
accounts,  and  dividing  the  difference  by the  value of the  account  at the
beginning  of the base  period to obtain the base  return.  This  figure is then
"annualized."  That is, the amount of income generated by the investment  during
that week is  assumed  to be  generated  each week over a 52-week  period and is
shown as a percentage of the  investment.  The  "effective  yield" is calculated
similarly but, when  annualized,  the income earned by an investment in the Fund
is assumed to be reinvested.  The "effective yield" will be slightly higher than
the "yield" because of the compounding effect of this assumed reinvestment.  For
the seven-day  period  ending June 30, 1995,  the  annualized  yield of the U.S.
Treasury Securities Cash Fund was 4.98%, and its effective  annualized yield was
5.10%.  For the seven-day  period ending June 30, 1995, the annualized  yield of
the U.S.  Government Savings Fund was 5.69%; and its effective  annualized yield
was 5.85%.
 
     The  Fund may also  utilize  tax  equivalent  yields  computed  in the same
manner, with adjustment for a stated income tax rate.
 
     The  standard  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.
 
                                       23
 
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                              UNITED SERVICES FUNDS
 
                          SHARES OF THE FUNDS ARE SOLD
                  AT NET ASSET VALUE WITHOUT SALES COMMISSIONS,
                          REDEMPTION FEES OR 12B-1 FEES
 
                            U.S. Treasury Securities
                                    Cash Fund
                           U.S. Government Securities
                                  Savings 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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