UNITED SERVICES FUNDS
497, 1996-05-31
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                              UNITED SERVICES FUNDS
 
                          U.S. ALL AMERICAN EQUITY 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 U.S. All American  Equity Fund (the "All American Equity Fund" or
the "Fund"),  a fund of United Services Funds (the "Trust").  The Fund is one of
numerous portfolios of the Trust, a diversified,  open-end management investment
company. 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.  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 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 ..........................    3
          Financial Highlights ..................................    5
          Investment Objectives and
            Considerations ......................................    7
          Special Considerations ................................    8
          How to Purchase Shares ................................   11
          How to Exchange Shares ................................   14
          How to Redeem Shares ..................................   15
          How Shares are Valued .................................   20
          Dividends and Taxes ...................................   20
          The Trust .............................................   22
          Management of the Fund ................................   23
          Performance Information ...............................   25
 
                                        2
 
                          SUMMARY OF FEES AND EXPENSES
 
     The following summary,  which is based on the Advisor's voluntary agreement
to cap  expenses at 0.70% of average net assets of the Fund until June 30, 1996,
is provided to assist you in  understanding  the  various  costs and  expenses a
shareholder in the Fund could bear directly or indirectly.
 
                                        ALL AMERICAN
                                        EQUITY FUND
                                        ------------
     SHAREHOLDER TRANSACTION EXPENSES
          Maximum Sales Load ............................        None
          Redemption Fee ................................        None
          Short-term Trading Fee (on the
             redemption or exchange of
             shares held less than 14
             days) ......................................        0.10%
          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 ...................        0.70%
          Total Fund Operating Expenses
             (net of waivers and
             reimbursements) ............................        0.70%(2)

     The Fund assesses an account maintenance fee of $3 per quarter, for a total
of $12  annually.  The  purpose  of the fee is to  allocate  part of the cost of
maintaining  shareholder  accounts  equally  to all  accounts.  This fee will be
deducted first from the annual  dividends  paid by the Fund to each  shareholder
account.  See "Account  Maintenance Fee" at page 19 for more information on this
fee.
 
     Except  for  active  ABC  Investment  Plan(R),   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 payable quarterly.
See "Small Accounts" on page 18.
 
     A shareholder who requests delivery of redemption proceeds by wire transfer
will be subject to a $10 charge. International wires will be higher.
 
                                        3
 
                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 ..................................              $ 29
           3 years .................................                99
           5 years .................................               172
          10 years .................................               367
 
Included in these  estimates are account  maintenance  fees of $12, $36, $60 and
$120, respectively, for the periods shown and the account closing fee of $10 for
each period. These fees are flat charges which do 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,  account  maintenance  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 like amount. Please refer
to the  section  entitled  "Management  of the  Fund"  on  page  23 for  further
information.
 
(2) The Advisor has  guaranteed  that Total Fund  Operating  Expenses of the All
American Equity Fund (as a percentage of net assets) will not exceed 0.70% 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, Management Fees, Other Expenses, Transfer Agency Fees, Accounting
Service Fees and Total Fund  Operating  Expenses would be 0.75%,  0.94%,  0.23%,
0.23%,  and 2.15%,  respectively,  in the  absence of the fee waiver and expense
reimbursement by the Advisor.
 
                                        4
 
                              FINANCIAL HIGHLIGHTS
                          U.S. ALL AMERICAN EQUITY 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 has 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................  $   19.52  $   20.60      18.79      17.12      16.11      16.67      16.44
                                                      ---------  ---------  ---------  ---------  ---------  ---------  ---------
  Net investment income(a)..........................        .44        .44        .36        .17        .14        .49        .43
  Net realized and unrealized gain (loss) on
   investments(b)...................................       2.68       (.75)      1.91       1.62        .97       (.55)       .28
                                                      ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total from investment operations....................       3.12       (.31)      2.27       1.79       1.11       (.06)       .71
                                                      ---------  ---------  ---------  ---------  ---------  ---------  ---------
Less dividends and distributions:
  Dividends from net investment income..............       (.39)      (.44)      (.37)      (.12)      (.10)      (.50)      (.48)
  Distributions in excess of net investment
   income(c)........................................         --       (.02)      (.09)        --         --         --         --
  Distributions from net realized gains.............         --       (.31)        --         --         --         --         --
  Distributions in excess of net realized gain(c)...      (2.17)        --         --         --         --         --         --
                                                      ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total dividends and distributions...................      (2.56)      (.77)      (.46)      (.12)      (.10)      (.50)      (.48)
                                                      ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                                      ---------  ---------  ---------  ---------  ---------  ---------  ---------
Net asset value, end of period......................  $   20.08      19.52      20.60      18.79      17.12      16.11      16.67
                                                      ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                                      ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total Investment Return(d)..........................      17.98%     (1.67)     12.15      10.51       6.84      (0.40)      4.45
Ratios/Supplemental Data:
Net assets, end of period (in thousands)............  $  11,931     10,227     12,331     11,825     10,306      9,763     11,992
Ratio of expenses to average net assets.............       0.70 (e)      0.61      1.03      2.03%      2.80      2.10       1.97
                                                      ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                                      ---------  ---------  ---------  ---------  ---------  ---------  ---------
Ratio of net income to average net assets...........       2.33 (e)      2.11      1.86       .78%       .83      2.63       2.62
                                                      ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                                      ---------  ---------  ---------  ---------  ---------  ---------  ---------
Portfolio turnover rate.............................      96.92%    116.61      11.55      34.83%    209.26     258.30     113.24
                                                      ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                                      ---------  ---------  ---------  ---------  ---------  ---------  ---------
 
                                                        1988       1987       1986
                                                      ---------  ---------  ---------
<S>                                                   <C>        <C>        <C> 
Per Share Operating Performance:
Net asset value, beginning of period................      20.24      18.38      14.55
                                                      ---------  ---------  ---------
  Net investment income(a)..........................        .40        .32        .35
  Net realized and unrealized gain (loss) on
   investments(b)...................................      (3.46)      1.92       3.65
                                                      ---------  ---------  ---------
Total from investment operations....................       3.06       2.24       4.00
                                                      ---------  ---------  ---------
Less dividends and distributions:
  Dividends from net investment income..............       (.74)      (.38)      (.17)
  Distributions in excess of net investment
   income(c)........................................         --         --         --
  Distributions from net realized gains.............         --         --         --
  Distributions in excess of net realized gain(c)...         --         --         --
                                                      ---------  ---------  ---------
Total dividends and distributions...................       (.74)      (.38)      (.17)
                                                      ---------  ---------  ---------
                                                      ---------  ---------  ---------
Net asset value, end of period......................      16.44      20.24      18.38
                                                      ---------  ---------  ---------
                                                      ---------  ---------  ---------
Total Investment Return(d)..........................     (15.45)     12.59      27.71
Ratios/Supplemental Data:
Net assets, end of period (in thousands)............     16,817     36,368     32,650
Ratio of expenses to average net assets.............       1.43       1.35       1.40
                                                      ---------  ---------  ---------
                                                      ---------  ---------  ---------
Ratio of net income to average net assets...........       1.68       1.68       1.98
                                                      ---------  ---------  ---------
                                                      ---------  ---------  ---------
Portfolio turnover rate.............................     179.67      58.26      91.21
                                                      ---------  ---------  ---------
                                                      ---------  ---------  ---------
 
                                                 (FOOTNOTES ON FOLLOWING PAGE)
</TABLE>
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)
 
(a) Net of expense  reimbursements;  (b)  Includes  the effect of capital  share
transactions  throughout the year; (c) 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;  (d) Total  return does not
reflect  the  effect  of  account  fees;  (e)  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
2.17% and the net  investment  income  ratio would have been 0.83%.  (f) For the
period November 2, 1990 to November 22, 1993, the Fund was passively  managed as
an index fund.
 
                                        6
 
                    INVESTMENT OBJECTIVES AND CONSIDERATIONS
   
     United  Services Funds (the "Trust") is an open-end  management  investment
company consisting of various separate, diversified portfolios managed by United
Services Advisors, Inc. (the "Advisor").  The U.S. All American Equity Fund (the
"Fund") is a sub-trust or series of the Trust.  Each investor is responsible for
determining  whether or not an investment in the Fund is appropriate  for his or
her needs.
    
     The  Fund's  investment  objective  is  to  seek  capital  appreciation  by
investing  primarily  in a broadly  diversified  portfolio  of  domestic  common
stocks.  Although  many of the common  stocks the Fund  invests in will  produce
dividends,  the Fund seeks capital  appreciation and does not emphasize  income.
There is 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 60 days prior to any material change to the Fund's objective.
 
     The Fund will  invest at least  75% of its  total  assets in common  stocks
under normal  conditions.  The Fund will seek to generate a return which exceeds
that of the Standard & Poor's 500  Composite  Stock Price Index (the "S&P 500").
In pursuing this goal, the Fund attempts to maintain an industry diversification
similar  to that  of the S&P  500.  However,  the  individual  stocks  the  Fund
purchases  within  each  industry  may differ and are  expected to cover a broad
range of domestic companies of all sizes.
 
     Although the Fund will invest primarily in common stocks, the Fund may also
maintain a reasonable  position in high quality  short-term  debt securities and
money  market  instruments  to be  prepared  to meet  redemption  requests or in
preparation for investment in common stocks.  These  securities and money market
instruments may include  obligations of the U.S. Government and its agencies and
instrumentalities and repurchase agreements.  Under normal conditions,  the Fund
will not  invest  more than 25% of its total net assets in such  securities.  In
addition,  the Fund may purchase  and sell index  options,  stock index  futures
contracts or purchase or write options on such futures  contracts to manage cash
flow and to  remain  fully  invested  in  equity  securities,  instead  of or in
addition  to  buying  and  selling  the  underlying  securities.   See  "Special
Considerations -- Futures Contracts and Related Options" at page 9.
 
                                        7
 
                             SPECIAL CONSIDERATIONS
 
PORTFOLIO TURNOVER
 
     The  Fund's  total  portfolio  turnover  rate is  shown  in the  "Financial
Highlights  Table"  on page  5. 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.
 
BORROWING
 
     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. 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 its  benchmark  index.  The All American  Equity 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.  The Fund will not lend  portfolio  securities  unless the loan is
secured by collateral  (consisting of any combination of cash,  U.S.  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.
 
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
 
                                        8
 
during the time of investment.  All repurchase agreements must be collateralized
by U.S.  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.
 
FUTURES CONTRACTS AND RELATED OPTIONS
 
     The Fund may invest in stock index futures contracts and related options. A
stock index  futures  contract is a  bilateral  agreement  pursuant to which two
parties agree to take or make delivery of an amount of cash equal to a specified
dollar amount multiplied by the difference  between the index value at the close
of the last  trading  day of the  contract  and the price at which  the  futures
contract is originally  struck. No physical delivery of underlying stocks in the
index is made. The Fund may purchase stock index futures  contracts and purchase
options thereon in anticipation of an increase in the market price of securities
it intends to acquire.  When the Fund anticipates a significant market or market
sector advance, the purchase of a stock index futures contract or related option
protects  against not  participating  in such advance at a time when the Fund is
not fully invested.  There is a risk that futures  contract price movements will
not correlate  perfectly  with  movements in the value of the  underlying  stock
index.  There is a further risk that a liquid  secondary  trading market may not
exist at all times for these contracts,  in which event the Fund might be unable
to terminate a futures position at the desired time.
 
     The Fund may use stock index futures and related options  contracts in only
a portion of its portfolio.  The underlying value of all such futures  contracts
will not exceed 35% of the Fund's total net assets.  Furthermore,  the Fund will
not commit  more than 5% of its total net  assets to  premiums  on  options  and
initial margin on futures contracts.  The Fund will not borrow money to purchase
futures or options,  and will  segregate  cash or cash  equivalents or cover its
potential  obligations in conformance  with  Securities and Exchange  Commission
guidelines.  For a full description of these procedures see "Stock Index Futures
Contracts and Related Options" in the Statement of Additional Information.
 
PUT AND CALL OPTIONS
 
     SELLING (OR  WRITING)  COVERED CALL  OPTIONS.  The 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
 
                                        9
 
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 options  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. The Fund may purchase call options on securities which
the Fund intends to purchase to take advantage of anticipated positive movements
in the  prices  of these  securities.  The 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.  The 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.  The 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.  The 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.  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
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.
 
     INDEX OPTIONS. The 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
 
                                       10
 
exercise of an option on a securities  index,  settlement is made in cash rather
than in specific securities.
 
     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.
 
SPECIAL LIMITATIONS
 
     The Fund may:  (1) borrow up to 5% of the value of the total  assets of the
Fund from banks as a temporary  measure (for  extraordinary  purposes).  The All
American  Equity Fund may borrow up to 33 1/3% of the amount of its total assets
(reduced  by the  amount of all  liabilities  and  indebtedness  other than such
borrowings)  when  deemed  desirable  or  appropriate  to  effect   redemptions,
provided,  however,  that the Fund will not purchase additional securities while
borrowings  exceed 5% of the  Fund's  total  assets;  (2) invest up to 5% of the
value of the total assets of the Fund in  securities  of any one issuer  (except
such limitation does not apply to obligations issued or guaranteed by the United
States Government, its agencies and/or instrumentalities);  (3) not acquire more
than 10% of the voting  securities  of any one  issuer;  and (4) lend  portfolio
securities  with an  aggregate  market  value of not more than  one-third of the
Fund's total net 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 ABC Investment
Plan(R) 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,  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
 
                                      11
 
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 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 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  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.
    
                                       12
 
     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 Form W-9 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.
 
                                      13
 
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 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.  ("USSI"  or the  "Transfer  Agent"),  for  each  exchange  out of any fund
account. Retirement accounts administered by the Advisor or its
 
                                       14
 
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) 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" at page 13.)
 
     (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 17.
 
     (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.  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
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
 
                                       15
 
     (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 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
 
                                       16
 
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.  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.
 
TRADER'S FEE PAID TO FUND
 
     A trader's  fee will be  assessed  to  shareholders  who redeem or exchange
shares out of certain United Services Funds" equity funds when those shares have
been held less than the designated holding period. The
 
                                       17
 
Trader's Fee will be paid to the equity fund to benefit  remaining  shareholders
by protecting them against expenses due to excessive  trading. A Trader's 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 U.S.  All  American
Equity Fund held less than  fourteen (14) calendar  days.  For more  information
about other equity funds consult the appropriate equity fund prospectus.
 
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  Services Funds" funds nor does it apply to 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 the 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  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 shares in
any shareholder account, other than active ABC Investment Plan(R), 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.
 
                                       18
 
ACCOUNT MAINTENANCE FEE
 
     The Fund will automatically  deduct a $3 per quarter ($12 annually) account
maintenance fee from the dividend income paid to each  shareholder  account.  If
the  dividend  to be paid to an  account  is less  than the fee to be  deducted,
sufficient  shares will be redeemed  from an account to make up the  difference.
Redeeming shares is a taxable event which may result in taxable gains or losses.
The account  maintenance  fee is payable  directly to the Fund's  Transfer Agent
which, in turn, will reduce its charge to the Fund by an equal amount.
 
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 dividend reinvestment,  confirmation  statements will be
mailed 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, 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. ("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.
 
                                       19
 
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 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 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.
 
     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
 
     The Fund  intends to  qualify as a  "regulated  investment  company"  under
Subchapter M of the Internal Revenue Code of 1986, as amended (the
 
                                       20
 
'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,
if any, annually.
 
     The 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 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,  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.
 
                                       21
 
     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.
 
     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.
 
                                       22
 
                             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.,  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
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  utilizes a team approach to
manage the  assets of the Fund.  The team meets  regularly  to review  portfolio
holdings  and to  discuss  purchase  and  sale  activity.  Mr.  Bin Shi has been
appointed  team  leader  of the Fund.  He has been a  research  analyst  for the
Advisor  since  January  1994,  focusing  on equity  securities.  Mr.  Shi was a
doctoral  candidate in business  administration at Freeman School of Business of
Tulane  University  from 1990 to 1994.  He  received a Masters of Arts degree in
Economics while enrolled in the doctoral program.
 
     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.
 
     NOTWITHSTANDING THE FOLLOWING  DESCRIPTION OF FEES AND OTHER EXPENSES,  THE
ADVISOR HAS GUARANTEED  THAT TOTAL FUND  OPERATING  EXPENSES (AS A PERCENTAGE OF
NET  ASSETS)  FOR THE ALL  AMERICAN  EQUITY  FUND  WILL NOT  EXCEED  0.70% ON AN
ANNUALIZED  BASIS  THROUGH JUNE 30, 1996 OR UNTIL SUCH LATER DATE AS THE ADVISOR
DETERMINES.
 
                                       23
 
     The  Advisory  Agreement  with the Trust  provides  for the Fund to pay the
Advisor an annual  management  fee based upon the average net assets of the Fund
of 0.75% of average  net assets up to and  including  $250  million and 0.50% of
average net assets over $250  million.  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 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,  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 ending June 30, 1995, the All American
Equity  Fund  paid  USSI a total  of $0 for the  transfer  agency,  lockbox  and
printing fee due USSI.  Transfer  Agent fees and expenses  including  reimbursed
expenses,  are reduced by the amount of small account  charges,  account closing
fees, and account maintenance 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 0.03% of the first $250 million in average
net assets,  0.02% of the next $250 million in average net assets,  and 0.01% of
assets in excess of $500 million -- subject to an annual minimum fee of $24,000.
USSI  received  fees of $0 with  respect to the 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.  Each
of the funds of the Trust pays its allocable portion of these expenses. The
 
                                       24
 
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.
 
                             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 magazine 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 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
 
                                       25
 
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.
 
     Effective  November 22, 1993,  the Fund changed  investment  objectives and
policies from passive to active management of the portfolio.
 
                                       26
 
                      [THIS PAGE INTENTIONALLY LEFT BLANK]
 
                              UNITED SERVICES FUNDS
 
                           SHARES OF THE FUND ARE SOLD
                  AT NET ASSET VALUE WITHOUT SALES COMMISSIONS,
                          REDEMPTION FEES OR 12B-1 FEES
 
                          U.S. All American Equity 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.


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