UNITED SERVICES FUNDS
497, 1996-04-12
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                               SHAREHOLDER REPORT
               Published for the shareholders of United Services

                                          [GRAPHIC:  UNITED SERVICES FUNDS LOGO]
                                                                1st Quarter 1996
- --------------------------------------------------------------------------------

A PASSAGE TO INDIA

By Frank Holmes, President and CEO

[GRAPHIC IN MIDDLE OF PAGE:  TAJ MAHAL]

     I recently  travelled to India with our Chief  Investment  Officer,  Victor
Flores. We journeyed on this fact-finding mission to learn more about the forces
of change which are moving this age-old  civilization toward  modernization.  We
were  curious  to  discover  why and how India has become  the  world's  largest
consumer of gold.

     India  is a  constant  challenge  to  the  mind  and  body.  Our  trip  was
exhilarating,  exhausting and, at times, frustrating.  But most importantly,  it
was extremely  promising.  India gained political  independence  from Britain in
1947,  yet real  economic  reform  came just four  years  ago after  decades  of
self-destructive  socialism  brought on a  financial  crisis.  Since  then,  the
economic climate has changed quickly and dramatically. In 1991, India was almost
bankrupt;  today its foreign  reserves have surged to $20 billion,  according to
the Wall Street Journal.

     Just as China did in 1978,  India looked to  capitalism to turn its economy
around.  And though India is rallying from a late start, it is quickly  catching
up with China.  Today,  India's  annual growth rates approach 5%. Its investment
infrastructure provides established capital markets, common accounting standards
and a strong legal tradition. Labor is abundant and inexpensive;  strikes are on
the  decline.  A  large  part  of  the  work  force  is   English-speaking   and
university-educated.  Labor  costs  average  just  $0.50 an hour.  India's  huge
domestic  market,  the  second  largest  in the world,  offers  promising  sales
opportunities.

     India is home to more than 7,000  public  companies  of which only 300 have
market  capitalizations  greater than $50 million.  There are 23 stock exchanges
with a total market capitalization of $160 billion.

     Direct foreign  investment  has totaled less than $2.5 billion.  To attract
more foreign  capital,  India is  introducing  additional  economic  reforms and
modernizing its securities systems.

     To learn more about  India's  emerging  economy  and  ancient  culture,  we
visited high  technology  companies,  manufacturers  and banks,  splendid marble
palaces, fortresses and mausoleums of the emperors and maharajahs. In Bombay and
Banglalore   we   saw   phenomenal   advances   in   computer   technology   and
telecommunications.  We learned that the  hardware  and software for  Citicorp's
computer  systems were  designed and are  maintained  in India.  The  technology
behind  Morgan  Stanley's  trading  desk  was  designed  by a  company  based in
Banglalore.

     Growing involvement in electronics,  telecommunications,  space centers and
nuclear power is intended to take the country,  as one government official said,
directly from the 19th century into the 21st century.  To accelerate and achieve
this, the Indian  government is cutting  through  bureaucracy to break political
corruption  and to find some  kind of basic  modus  operandi  for  communal  and
regional interests.
- --------------------------------------------------------------------------------
For a free Fact Kit containing more complete information,  including charges and
expenses, call 1-800-US-FUNDS. Read the prospectus carefully before investing.

<PAGE>

INDIA
continued

Former  U.S.  Ambassador  John  Kenneth  Galbraith  called  India a  functioning
anarchy, and said the miracle of how it functions is well worth watching.

     It was important,  though sometimes difficult,  to refrain from applying my
Western  values to everything I saw. The most striking  image left with was that
of masses of people.  I have never seen so many  people.  The  teeming  millions
living in Bombay are legendary.  They crowd each other into roadways,  bulge out
of tiny  rickshaws  and perch  themselves  on top of buses and  trains.  India's
poverty  is  foremost,  yet it does not  create  the  sense of shame it does for
people who live in the Western  world.  Indians  living in poverty  seem to bear
their  plight  with  dignity  and  even  with  a   cheerfulness   that  I  found
inexplicable.

     As India's  population  swells to over a billion by the year 2000,  it will
require hundreds of billions in capital to lift itself out of poverty.  The path
to  prosperity  will be long and  difficult  but India is  heading  in the right
direction.

INDIA:  A KEY GOLD MARKET

     As the leading gold consuming country of the world, India is a major player
in the  gold  market.  As the GDP of  India  rises,  consumption  of  gold  will
increase, creating a catalyst for higher gold prices.

     In India, you can buy beautifully  designed 22-karat gold jewelry at only a
20% markup to the price at which gold is trading that day.

     In America,  gold  jewelry is  typically  14-karat  and is sold with a 400%
markup to the metal's price. There are approximately 20 million marriages a year
in India,  many of which are still arranged with carefully  negotiated  dowries.
These 20 million families will buy one ounce of gold for the wedding.

[GRAPHIC:  TOPOGRAPHICAL MAP OF INDIA]

Area:                    1.2 million square miles
Population:              896 million
Capital:                 Delhi
Other major cities:      Calcutta, Bombay, Madras,
                         Banglalore, Hyderabad
Languages:               16 official languages including Hindi 
                         (national) and English
Currency:                Rupee
Per capita GDP:          $350
Main exports:            Textiles, jewelry, chemicals, tea, coffee
Resources:               Coal, iron, ore,
                         manganese, gas, oil

Source: The Larousse Desk Reference

[GRAPHIC:  TABLE SHOWING THE LARGEST CONSUMER MARKETS FOR GOLD]

          -----------------------------------------
            THE LARGEST CONSUMER MARKETS FOR GOLD
          -----------------------------------------
                                        DEMAND
                                        ------
               ITALY                      115
               THAILAND                   116
               INDONESIA                  119   
               SOUTH KOREA                121
               TURKEY                     139
               TAIWAN                     160
               SAUDI ARABIA               193
               CHINA                      224
               JAPAN                      289
               USA                        327
               INDIA                      474 
             
                                            Tonnes
          Source:  World Gold Council
          -----------------------------------------

- --------------------------------------------------------------------------------
          
For a free Fact Kit containing more complete information,  including charges and
expenses, call 1-800-US-FUNDS. Read the prospectus carefully before investing.

<PAGE>

NEWS FROM SHAREHOLDER SERVICES

EMPLOYEE PROFILE

Eli Suarez                                               [GRAPHIC:  PHOTOGRAPH
Assistant Vice President,                                 OF ELI SUAREZ AT HIS
United Shareholder                                        DESK]
Services, Inc.

     As the unmistakable  voice of United Services,  Eli manages the Shareholder
Education and Service,  Shareholder  Correspondence  and  Institutional  Service
departments.  In addition, he successfully coordinates and actively participates
in our company's investment  conferences.  If you've ever spoken with Eli on the
telephone or met him at one of our events, you'll remember his baritone voice.

     Prior to joining the United Services family,  Eli was an assistant  manager
at World Finance,  where he managed  accounts for personal loans.  His extensive
knowledge of the financial industry stems from his experience and education.  He
graduated  with a Bachelor of Business  Administration  and Finance  degree from
Texas A&M University, Corpus Christi, Texas.

     Eli enjoys  spending time with his wife and  eight-month-old  daughter.  He
also enjoys playing the guitar and participating in a good tennis match.

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

IMPORTANT TAX INFORMATION

*    To assist you in calculating your gains and losses, we provide average cost
     basis on most redemptions reported on IRS Form 1099-B. Where applicable, we
     also highlight the amount of interest from federal  government  obligations
     paid to you that may be exempt  from your  state's  income  taxes.  We hope
     these changes help you in the preparation of your annual tax returns.

*    If you  have not  received  your  1995 tax  documents,  please  contact  an
     Investor Representative at 1-800-873-8637.

*    If you made 1995  contributions to your IRA after January 1, 1996, you will
     receive a replacement IRS Form 5498 that reflects these contributions.  The
     replacement  forms  will by  mailed  in May. 

*    It is not too late to give  yourself a tax break!  You have until APRIL 15,
     1996, to make your 1995 contribution to a new or existing IRA account.

*    If you make a custodian transfer or rollover of $10,000 or more to a United
     Services IRA account, you will never pay another annual fee for the life of
     your account.  If you do not have $10,000 to transfer or rollover,  you can
     still receive an annual fee waiver for each year you  contribute  $2,000 to
     your United Services IRA account.

*    Effective  JULY 1, 1996,  United  Services'  P.O. Box 659 will no longer be
     used.  Please  check to be sure you are using the  following  address  when
     submitting  investments  or other  correspondence:  P.O.  Box  781234,  San
     Antonio, Texas, 78278-1234.

*    United  Services  is now  online!  Internet  users can access our home page
     through  the  World  Wide  Web -  http://www.usfunds.com/  Using  this  new
     service,  you can easily  access  daily share  prices,  fund  prospectuses,
     Shareholder Reports and the weekly Investor Alert.

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

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

REMINDER

Your account  information  is available 24 hours a day, 7 days a week by calling
1-800- 873-8637.  Investor  representatives  are available Monday through Friday
between 7:30 a.m and 5:00 p.m.,  Central Time.  Our busiest time is between noon
and 2:00 p.m. If you call to make an exchange  and are put on hold,  please wait
for the next  available  representative  as we  cannot  act  upon  any  exchange
instructions left on voice mail.

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

UPCOMING  INVESTMENT  CONFERENCES 

April 18-20 Atlanta Investment  Conference 
May 29-30  New  York  Gold  Show  
July  25-28  ISI San  Francisco  Money  Show  Call
1-800-873-8637 for more information.

For a free Fact Kit containing more complete information,  including charges and
expenses, call 1-800-US-FUNDS. Read the prospectus carefully before investing.

<PAGE>

FUND NOTES

U.S. INCOME FUND

     The Fund has recently  diversified  its holdings to include a wide spectrum
of  industries,  including  electric and natural gas  utilities,  telephone  and
telecommunications,   energy,   real  estate  investment  trusts  and  financial
services.  This  represents a strategic  transition  from being  predominantly a
utilities fund to a well- diversified  income-producing  fund with potential for
capital appreciation.

     At present,  approximately 70% of the total assets of the Fund are invested
in more than 40 utility companies.  For near to mid-term, we like investments in
utilities  for several  reasons.  First,  utilities  generally  do well in a low
inflation and low interest rate environment. Second, U.S. electricity production
grew  about 3.4% and  consumption  of  natural  gas grew about 5% in 1995.  This
increase in energy consumption,  which we expect to continue, combined with cost
reduction  propels utility  companies'  earnings and growth.  Third,  major U.S.
telephone  and   telecommunications   companies  are  actively  pursuing  global
investments, providing excellent opportunity for growth and income.

U.S. GLOBAL RESOURCES FUND

[GRAPHIC:  AERIAL VIEW OF THE GLOBE]

     Looking for a fund to capitalize  on world  economic  growth?  Then you may
want to include the U.S. Global Resources Fund in your portfolio.  As developing
countries  improve their standard of living,  consumption of basic materials and
energy will remain  strong.  The U.S.  Global  Resources  Fund is a  diversified
natural re-source fund which offers investors  exposure to the industrial sector
of the world's economy. Growth in the world industrial production is the leading
factor which will determine future returns on resource  stocks.  

     The U.S. Global Resources Fund invests predominantly in large international
resource  companies  and  currently  has a 60/40 mix  between  energy  and basic
materials.  In the energy sector,  the fund's portfolio  includes companies that
produce  oil,  natural  gas,  electricity  and coal.  Companies  engaged  in the
production of basic  materials such as chemicals,  fertilizers,  metals,  forest
products, railroads and steel round out the portfolio.

U.S. REAL ESTATE FUND

[GRAPHIC:  PHOTOGRAPH OF TIM REYNOLDS, PORTFOLIO MANAGER]

     Investment  legend Sir John Templeton  recently said, "There is one area in
America that is unusually attractive,  and that is Real Estate Investment Trusts
(REITs)." High dividend yields, liquidity, ease of ownership and diversification
are the obvious and often  quoted  benefits  of real  estate  ownership  through
REITs. In addition,  there are other  macroeconomic  considerations  that should
drive their emergence in 1996.

     Property  markets continue to recover and both rents (prices) and occupancy
rates  (volume) are rising.  Any  industry  which is  experiencing  rising sales
prices and an increase in sales volume is in a position to do well.  REITs' cash
flow will grow from the  properties  they already own. And even more growth will
come from the acquisition of properties.  There is little new  construction  and
interest rates are low.  Commercial real estate is a $3 trillion market of which
REITs represent approximately 3%. So, REITs have a lot of room to grow.

     Though REITs have been around since 1960,  their  "modern" era really began
in 1993, when the number of companies and the  capitalization of REITs exploded.
Quality REITs now number more than 100 and have a market  capitalization  of $60
billion.

     Under the  direction  of new  portfolio  manager Tim  Reynolds,  who joined
United  Services in June 1995,  the U.S.  Real  Estate  Fund's  performance  has
significantly  improved.  The Fund is up 18.86% for the  one-year  period  ended
February 29, 1996.* Tim's favorite REIT sectors are suburban  offices,  high-end
hotels,  self-storage  facilities and selected  apartments.  Though the interest
rate environment  continues to be positive for homebuilders,  Tim is unlikely to
make additional allocations to this volatile stock group.

*    5-YEAR  AVERAGE  ANNUAL TOTAL  RETURN:  7.92%,  AVERAGE  ANNUAL TOTAL SINCE
     INCEPTION: 4.34%

CHINA REGION OPPORTUNITY FUND

[GRAPHIC:  CHINESE CALENDAR SCREENED IN BACKGROUND]

     Happy Chinese New Year! February 19, 1996, marked the beginning of the Year
of the  Rat.  In  China,  the Rat is  associated  with  money.  When  the  Rat's
scrambling feet are heard at night, it is said to be counting money. The Year of
the Rat has thus far been profitable for the China Region  Opportunity Fund. The
Fund  is  up  9.51%   since   January  1,  1996,   when  Bin  Shi   assumed  the
responsibilities of portfolio manager. Bin, a native of Shanghai,  has an innate
understanding  of the Chinese  business  culture and has  excellent  contacts in
China.  Bin will travel to the China Region  throughout  the year to  personally
perform due diligence on the many investment  opportunities  he sees. A research
analyst based in our Shanghai  office will assist Bin in  evaluating  stocks and
monitoring the Fund.

*    1-YEAR  AVERAGE  ANNUAL TOTAL RETURN:  0.46%,  AVERAGE  ANNUAL TOTAL RETURN
     SINCE INCEPTION: -16.99%. AS OF 2/29/96.

U.S. WORLD GOLD FUND

[GRAPHIC:  STACK OF GOLD COINS AND GOLD BARS]

     A new record for gold  demand was set  during  1995.  With mine  production
falling-albeit slightly-for the second year in a row, the market had to rely yet
again on above-ground  stocks to maintain the supply and demand  balance.  While
gold traded in a narrow range during 1995,  the shares of gold mining  companies
behaved very differently.

     The shares of North American and Australian gold producers held by the U.S.
World Gold Fund performed  extremely well,  easily  outperforming the lackluster
showing of the metal itself.  The general  strength of the equity market spilled
over into the gold sector,  as portfolio  managers wary of the general  market's
advance  sought to  diversify  into  industry  groups  which had not advanced as
quickly.  The gold stocks were also buoyed by a number of important  discoveries
and an active market for mergers and acquisitions. The industry also experienced
continued growth as new, emerging producers  successfully brought new mines into
production.  The excitement  caused by these events drew money to the sector and
provided support for gold stocks of all sizes.  Portfolio  manager Victor Flores
focuses on finding gold stocks with growth  potential.  These types of companies
have the  management  expertise  plus the  geological  and  financial  resources
necessary for building reserves and future cash flow.

BONNEL GROWTH FUND

     Election  years tend to be good market  years.  But that  doesn't  mean the
market will go straight up.  Portfolio  manager Art Bonnel  believes it would be
best for the market to  consolidate  around the Dow 5,000 to 5,200  level.  That
would give the market a base from which a new bull run could be  launched to new
highs. During 1995,  technology stocks were the best investment bets,  according
to Art.  In 1996,  different  industries  will more likely lead the way. He says
health  care  stocks  seem to be coming  back  into  favor,  along  with oil and
retailers.

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

1995 WAS A RECORD SETTING YEAR - "MOSTS" SET IN THE BUSINESS WORLD:

Most new highs in Dow Jones Industrial Average - 69
Most mutual funds - 7,560
Most money in mutual funds - $2.64 trillion
Most mergers/acquisitions - 8,773
Most average shares traded daily on NYSE - 347 million
Most name changes by NYSE-listed companies - 60
Source: USA Today, Associated Press

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

For a free Fact Kit containing more complete information,  including charges and
expenses,  call 1-800-US-FUNDS.  Read the prospectus carefully before investing.
Investment returns and principal value will fluctuate.  You may have a gain or a
loss when you sell shares.  "U.S." stands for United Services.  Past performance
is no guarantee of future results.

<PAGE>

FUND FEATURE

UNITED SERVICES
TAX-FREE FUNDS

     Do you want to keep Uncle Sam from  taxing all of the  dividend  income you
made in  1995?  Do you  want to take  advantage  of one of the  last  great  tax
shelters in America? Then look to tax-free municipal bond funds for tax relief.
      
     During last year's  stock  market  euphoria,  equity funds were the media's
darlings while tax-free  funds went  virtually  ignored.  Now that tax season is
upon us, these funds deserve attention.

     Creston King,  portfolio manager of United Services'  tax-free funds shares
his thoughts on how you can increase your current  income  without  raising your
taxes.

SR: Creston, please tell us about the benefits of investing in tax-free funds.

CK:  Tax-free  funds invest in municipal  bonds which are debt
securities issued by state and local governments to finance public projects like
roads and  schools.  The income  earned on these  types of bonds is exempt  from
federal income taxation.  This means you get to keep the income you earn and pay
less to the IRS.

     United Services' tax-free funds invest only in  investment-grade  municipal
bonds and provide monthly tax-free dividends.

SR: What type of investor  could  benefit  most from an  investment  in tax-free
funds? 

CK: If you're in a high tax  bracket,  chances are you'll earn extra income in a
tax-free  fund. To see how much more,  compare the after-tax  yield on a taxable
fund with the tax-free  yield of a municipal  bond fund. As you can see from the
chart below, if you are in the 36% tax bracket, you would have to find a taxable
fund yielding 9.38% to match a tax-free fund yielding 6%.

SR: What should I look for when I choose a tax-free fund?

CK: First,  look to see that the credit  ratings of the fund's  investments  fit
your risk profile.  All the bonds held in United Services' tax-free funds hold a
credit rating of BBB or higher.

     Secondly,  check the  maturity  of the  holdings  in the fund's  portfolio.
Maturity  is the length of time before the  principal  on a bond must be repaid.
Bonds with longer maturities usually offer higher yields. However, they are also
more  sensitive  to changes in  interest  rates,  so their  value may  fluctuate
dramatically.  Bond mutual  funds are  managed to maintain an average  portfolio
maturity.

     Next, see how many  securities  and different  locales the fund invests in.
Diversification is the best way to decrease investment risk in any fund.

SR: Are there additional ways that I can ease the tax bite?

CK:  Maximize  your  contribution  to your IRA and take full  advantage  of your
employer's 401(k) or 403(b) retirement plan. If you are self-employed, look into
a SEP-IRA.  Remember,  you have until April 15, 1996 to make an IRA contribution
for 1995.

         U.S. TAX FREE FUND                               [GRAPHIC:  FULL-LENGTH
           as of 2/29/96                                  PHOTOGRAPH OF CRESTON
     ----------------------------                         KING, PORTFOLIO
     Average  Maturity 7.36 years                         MANAGER]  

     30-day SEC Yield 4.96%  

     Tax-equivalent  Yield 8.21%

     Average Annual Total Returns 
          1-Year 9.72% 
          5-Year 7.21% 
          10-Year 7.18%

UNITED SERVICES NEAR-TERM TAX FREE FUND
            as of 2/29/96
- ---------------------------------------
     Average Maturity 4.34 years

     30-day SEC Yield 3.92%

     Tax-equivalent Yield  6.50%

     Average Annual Total Returns
          1-Year   5.98%
          5-Year   6.65%
          Since inception   6.32%

================================================================================
                                   WITHIN THESE TAX BRACKETS
                ----------------------------------------------------------------
 TO MATCH        28%                 31%                  36%             39.6%
A TAX-FREE      ----------------------------------------------------------------
 YIELD OF                   YOU NEED AN EQUIVALENT TAXABLE YIELD OF:
==========      ================================================================
     3%         4.17%               4.34%                4.69%            4.97%
     4%         5.56%               5.80%                6.25%            6.62%
     5%         6.94%               7.25%                7.81%            8.28%
     6%         8.33%               8.70%                9.38%            9.93%
     7%         9.72%              10.14%               10.94%           11.59%

THE TAX-FREE YIELDS SHOWN ARE HYPOTHETICAL AND DO NOT ASSURE PERFORMANCE.
================================================================================

For a free Fact Kit containing more complete information,  including charges and
expenses,  call 1-800-US-FUNDS.  Read the prospectus carefully before investing.
Investment returns and principal value will fluctuate.  You may have a gain or a
loss when you sell shares.  "U.S." stands for United Services.  Past performance
is no guarantee of future results.  Some income may be subject to state, federal
or AMT taxes for certain investors.

<PAGE>

GUEST COMMENTARY                                     [GRAPHIC:  PHOTOGRAPH OF
Dow 6000 or $600 Gold                                 DON ROWE SITTING AT DESK]

     This  quarter's  featured  guest  columnist  is Don Rowe,  publisher of The
Mutual Fund Advisor and the award-winning Wall Street Digest.

     At this  moment,  it is not  possible to  forecast  the outcome of the 1996
elections.  The end  results,  however,  will help show us where to position our
money for extraordinary profits in the years ahead.

     President Clinton has skillfully  positioned himself as the only person who
will protect Americans from the Republicans who plan to cut  entitlements.  In a
poll conducted after the 1994 election, 88% of those polled supported a balanced
budget.  However,  support drops to only 22% if various entitlement programs are
cut to balance  the  budget.  No wonder  President  Clinton is well ahead of the
nearest Republican candidate.

     With  consumer  credit at record  levels,  the consumer has begun to payoff
debt as "layoff" headlines occur with increasing  frequency.  The Fed must lower
interest  rates to produce faster  economic  growth.  The housing  industry will
benefit first from falling  interest  rates.  The sale of existing homes and new
homes  should  accelerate  in 1996 as  mortgage  rates  fall.  Then the sales of
carpeting, tile, furniture, etc. will help push the economy into a faster growth
mode. By election day in November,  consumer confidence should be better than it
is today.  Will  America  care about  Whitewater  or  Travelgate  as long as Mr.
Clinton stops the  Republicans  from cutting  entitlements?  Probably not. Means
testing  will have to rise to  unconscionable  levels to keep all of the current
programs  solvent  unless cuts in the growth rate of these  programs are made by
some brave politicians. Net result: Money is flowing into Southeast Asia for the
first time since the fall of 1993. China and Southeast Asia apparently look like
better  investments to global investors who move $25 trillion in cash around the
globe in search of low risk investments. Gold is testing $400 an ounce at a time
when inflation is decelerating,  copper prices are weakening and the U.S. dollar
is strengthening.

     Is the smart  money  purchasing  gold  instead of common  stocks  because a
balanced  budget is not possible with President  Clinton in the White House?  Is
the smart money  expecting the voters to throw out the  Republicans in the House
and return leadership to the Democrats to protect their entitlements?  Anything,
of course, is possible. If the growth rate of medicare is not cut to 5% from the
current  10% growth  rate along with  reductions  in other  entitlement  program
rates, the price of gold could move dramatically higher over the next few years.
If Congress and the White House  responsibly  balance the budget over the next 7
to 9 years,  and if the Fed cuts interest  rates and allows  economic  growth to
expand, then the Dow at 10,000 by the year 2,000 still looks promising.

     However,   if  President  Clinton  wins  re-election  and  blocks  cuts  in
entitlement  spending  growth rates,  income tax rates will  eventually rise and
stop economic growth and produce a bear market. The Fed will have to print money
to pay for entitlement obligations and the price of the gold mining shares could
reach levels that would make you very wealthy.

     The most  important  strategy for mutual fund investors now is to diversify
your  investments.  Make sure to include an aggressive growth fund. This type of
fund should  outperform the market if we achieve  something  close to a balanced
budget.  However,  if Mr. Clinton blocks  entitlement  spending cuts, it will be
important to invest in precious metal mining shares.  The third opportunity over
the next few years is China  and  Southeast  Asia.  This  region is the  fastest
growing area on the globe.  Fully half of the world's  population lives in China
and Southeast Asia. You must have investment access to this region.

- --------------------------------------------------------------------------------
THE WALL STREET  DIGEST IS OFFERING A FREE SAMPLE  ISSUE  EXCLUSIVELY  TO UNITED
SERVICES   SHAREHOLDERS.   CALL   1-800-873-8637   TO  ORDER   YOUR   COPY  NOW.
- --------------------------------------------------------------------------------

For a free Fact Kit containing more complete information,  including charges and
expenses, call 1-800-US-FUNDS. Read the prospectus carefully before investing.

<PAGE>

RETIREMENT FOCUS

Lisa Kottler                                               [GRAPHIC:  PHOTOGRAPH
Retirement Specialist                                      OF LISA KOTTLER]
Vice President
Security Trust & Financial Co.

     Some of your favorite investments are secretly losing money. Unless you act
now, your retirement dreams may not become a reality. Because "real return" is a
subject that few are  discussing,  you may not realize that your retirement nest
egg could be dwindling.  Real return is not exactly the buzzword of late, but it
should be.

     Almost  everyone knows that  inflation  whittles away at  investments,  and
everyone  grumbles  about  taxes.  But hardly  anyone has  calculated  just what
inflation  and taxes  really  take out of your  wallet  over the long run. As it
turns out,  when the taxman and  inflation  join forces,  they can  relentlessly
devastate your investments.  For example,  the following chart shows that if you
are in the 28% tax  bracket and  inflation  is at a "low" level of 3%, you would
need a return of 6.9% to realize a real return of 2%. As a retirement  investor,
you must carefully  consider the long-term  detrimental  effect of inflation and
taxes. How can you combat their attack?

HERE ARE THREE WAYS:

1.  MAXIMIZE YOUR INVESTMENTS.

Many people play a conservative game when it comes to investing.  Fearful of the
ups and downs of the stock market,  some  investors keep the bulk of their money
in money market and bond funds.  Overly concerned with losing money in the short
run, they ignore the fact that long-term  investing in common stock mutual funds
can substantially reduce risk. In fact, stocks are the only investment that have
beaten the bite of inflation and taxes over time.

2.  DEFER TAXES.

Another way to combat the double whammy of inflation and taxes is to invest in a
tax-deferred  account,  such as an IRA, 401k, 403b,  SEP-IRA,  profit sharing or
money purchase plan. In a tax-deferred account,  since you do not pay taxes year
to year on  investment  earnings,  your  investment  is able to grow  much  more
quickly. For example,  let's say you opened a savings account at your local bank
and earned $100 in dividends  for the year.  You know that you must report those
earnings on your tax return. If you are in the 28% bracket, you have really only
earned $72 for the year because you had to give the government $28 ($100 x 28% =
$28).  Imagine that you had invested  that same money in your  company's  401(k)
plan or an IRA. Had you earned $100 in dividend income in a retirement  account,
you would pay nothing to Uncle Sam until  retirement.  Therefore the entire $100
goes to work for you now.

3.  INVEST TAX FREE.

Lastly, to fight the ravages of taxes and to plan for your retirement,  consider
investing  in  tax-free  funds.  You can  protect  your  hard-earned  dollars by
investing in either the United Services  Near-Term Tax Free Fund or the U.S. Tax
Free Fund.  Both our highly rated tax-free  funds offer the  opportunity to earn
monthly, tax-free dividends. See our Fund Feature on page 6.

    ============================================================
          THE CHALLENGE OF EARNING A "REAL" 2 PERCENT
    ------------------------------------------------------------
                            YOU MUST EARN THIS MUCH TO
    IF INFLATION             REALIZE A "REAL" 2% GAIN
      IS THIS        -------------------------------------------
        MUCH...                  INCOME TAX RATE
    ------------     -------------------------------------------  
                       15%               28%              36%
         3%            5.9%              6.9%             7.8%
         4%            7.1%              8.3%             9.4%
         5%            8.2%              9.7%             10.9%
         6%            9.4%              11.1%            12.5%
         7%            10.6%             12.5%            14.1%
         8%            11.8%             13.9%            15.6%
         9%            12.9%             15.3%            17.2%
    ============================================================

For a free Fact Kit containing more complete information,  including charges and
expenses, call 1-800-US-FUNDS. Read the prospectus carefully before investing.
Past performance is no guarantee of future results.


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