UNITED SERVICES FUNDS
497, 1996-11-01
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[GRAPHIC:  UNITED SERVICES FUNDS LOGO UPPER RIGHT CORNER]

                               SHAREHOLDER REPORT

Published for the shareholders of the United Services Family of Funds 
                                                                3rd Quarter 1996
- --------------------------------------------------------------------------------
                           THE PURSUIT OF PERFORMANCE

A MESSAGE FROM THE PRESIDENT

     Performance  Inspired.  Those are the two words  which  best  describe  the
employees of U.S. Global Investors. When I took control of this company in 1989,
my mission was to raise  standards--from  the mail room to the board room. Today
every  employee is  expected to achieve  consistent,  superior  performance.  We
measure  this in many ways.  
     For example,  in the mail room we measure how fast account  statements  are
processed  and  mailed  to you;  we  monitor  telephone  calls to  evaluate  the
responsiveness and efficiency of our investor  representatives;  we inspect each
and every  account  transaction  to appraise  the  accuracy  of the  shareholder
servicing team; we judge the  effectiveness  of the marketing  department by how
well they educate  investors  of the benefits of our funds;  and we evaluate our
money management team based on the consistent performance of our funds. 

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[GRAPHIC:  METAMORPHOSIS PHOTO OF CYCLISTS, SKATERS, SKIER IN CENTER OF PAGE]

TEAMWORK. COMPETITION. PERFORAMNCE. The investment management business is highly
competitive.  We  always  strive  to  outperform  our  competition  and  deliver
consistent superior performance.
- --------------------------------------------------------------------------------

     It's not enough to just  measure  performance.  There  must be rewards  for
achieving  superior  performance and repercussions when standards are not met. A
portion of every  employee's  income at U.S. Global Investors is contingent upon
personal and team performance. If goals are not achieved, then the incentive pay
is not awarded.  It's simple.  Performance pays. 
     As a shareholder, your primary concern is your fund performance. That's why
we have continually  raised the standards for our investment team. Over the past
few  years,  we have  replaced  underperforming  fund  managers  with  portfolio
managers who  demonstrate  the drive and desire to succeed.  And we have created
incentives  to reward fund  managers  who achieve  superior  performance.  These
changes are paying off. Morningstar just released quarterly  performance reports
indicating we have more 4 and 5 star funds than ever before.  

[GRAPHIC:  PHOTO OF FRANK HOLMES]

     A fund manager has no control over the direction of the financial  markets.
A fund's performance will rise and fall with the markets it invests in. The true
test is how a manager's  fund  performs  relative to the other funds in its peer
group.  Good managers love to beat their  competition.  
     Fund managers  regularly  monitor their returns and risk. In the pursuit of
superior performance, it is always important to keep risk in check. Morningstar,
Lipper  Analytical  Services,  Micropal and other  information  services provide
objective   measurements  of  performance  and  are  the  managers'  guides  for
determining  how our funds are  positioned  against the  competition.  They also
provide the basis for the fund managers' new performance incentives.
     For  example,  Lipper's  top  rating of  double-plus  (++) means a fund has
earned a return in the top 20% of its peer group.  A  Morningstar  5-star rating
(*****)  signifies  a risk  adjusted  return  in the  top  10% of an  investment
category.  The more pluses and stars a fund earns,  the more bonuses its manager
receives.
     We also measure the amount of risk a fund manager  takes by using  Micropal
to compare our  risk-adjusted  returns to those of the competition.  The optimal
position, of course, is the fund with the lowest risk and the highest return. We
reward managers who successfully position their fund in this way.
     The longer a fund retains top ratings, the bigger the bonuses get. That way
we  reward  not only  superior  performance,  but more  importantly,  consistent
superior performance.
     Anyone can have a bad  quarter,  but if a fund's  performance  ranks in the
bottom half of its peer group for two quarters in a row, the  portfolio  manager
is called on the carpet to meet with me and Victor Flores,  our chief investment
officer.  We discuss the changes  that must be made in order to move the fund up
in the ranks.  We must respond quickly because in this  competitive  world,  you
won't tolerate consistent poor performance. Neither will we.
     The next time we are  participating  in an  investment  conference  in your
area,  you'll  receive an  invitation to join us for a  shareholder  meeting.  I
encourage you to join us to meet some of the players on our dynamic team of fund
managers.  And I'll tell you more about the changes I'm making on your behalf at
U.S. Global Investors.
     We've just added a new service to put you in touch with the fund  managers.
Portfolio  Direct  features  interviews  with  our  portfolio   managers.   Call
1-800-873-8637 and select menu option 6 to listen in.

Thank you for your trust and confidence.



/s/ Frank Holmes
President and CEO
United Services Family of Funds

P.S. We can help you with your holiday gift shopping. A mutual fund account is a
wonderful  gift for a child.  You can open a  UGMA/UTMA  account  in most of our
funds with just $50. Call 1-800-873-8637 for more information.  

                    TEST YOUR GLOBAL IQ & WIN A FREE T-SHIRT!

[GRAPHIC:  PHOTO OF THE WORLD UPPER RIGHT SIDE OF PAGE]

The first 50 shareholders to correctly answer these global trivia questions will
receive a free t-shirt with the new U.S.  Global  Investors  logo.  To test your
global IQ, call an investor representative at 1-800-US-FUNDS, or 1-800-873-8637.

1    If all of the gold ever  produced  in the  history of the world were melted
     into a single piece of bullion, how big would that bar be?

2    What  country  is one  of the  most  wired  nations  on  earth,  with  more
     advanced-telecommunications  networks  and  Internet  users per capita than
     either the U.S. or Britain?

3    With the greatest population of any country on earth, we believe China will
     become the world's largest consumer  market.  How many cities in China have
     more than a million people? 
     [ ]8 [ ]15 [ ]27 [ ]32

4    What  emerging-market  country  has the  highest  level  of  official  gold
     reserves?

5    What construction  project in Asia includes:  a six-lane,  mile-long tunnel
     under a harbor; a 4,500-foot  suspension  bridge;  and reclamation of 4,000
     acres of land from the sea?

- --------------------------------------------------------------------------------
The Shareholder Report is published four times a year by the U.S. Family of
Funds as a service to our shareholders. Please send any comments,
suggestions or questions to: Editor, Shareholder Report
United Services Funds P.O. Box 781234 San Antonio, TX 78278-1234

Susan Icke, Editor
Mark Talbot-Kelly, Creative Director
Stephanie Linkous, Associate Editor
Chris Smith, Associate Editor
- --------------------------------------------------------------------------------

                        SPOTLIGHT ON INVESTMENT IN CHINA

INTERVIEW WITH BIN SHI, PORTFOLIO MANAGER

     Bin Shi is a native  of  China  and a  graduate  of the  prestigious  Fudan
University  in Shanghai.  After  earning a degree in  international  finance and
trade,   he  worked  in   international   banking  at  the   Shanghai   Bank  of
Communications.  As a  graduate  student  at Tulane  University,  Bin  conducted
in-depth  analyses of the  volatility of the S&P 500.  Today he is the portfolio
manager of the China Region  Opportunity  Fund and the U.S. All American  Equity
Fund.

Q: WHY SHOULD AN INVESTOR HAVE A PORTION OF THEIR  PORTFOLIO IN THE CHINA REGION
OPPORTUNITY FUND TODAY? 

     A: Now is the time to invest in China  because  the market is  tremendously
undervalued,  and people who don't invest now risk missing all the opportunities
that come with future  growth.  (1),(2) With Asia the dominant  emerging  market
economically,  politically and culturally,  it makes smart business sense to buy
Chinese  companies now, before the inevitable  tidal wave of foreign  investment
drives stock prices higher.

[GRAPHIC:  PHOTO OF BIN SHI IN CENTER OF PAGE]

     The China Region  Opportunity Fund provides two chief benefits to investors
who want to take advantage of growth opportunities in Asia:  diversification and
professional  management.  Investing in foreign markets can offer great rewards,
but it also  comes with  special  risks such as  currency  fluctuations  and the
possibility of illiquid markets.  As a professional  money manager and an expert
on the Chinese market, I have the knowledge and understanding to make insightful
investment  decisions.  And  because  the  Fund  pools  the  resources  of  many
shareholders,  I keep  the  fund  diversified  among  almost  a  hundred  unique
companies  that I have spent many  months,  and in some cases  years,  carefully
analyzing and/or inspecting first hand.

Q: COULD YOU DESCRIBE YOUR  BACKGROUND AND TELL US HOW IT AFFECTS THE INVESTMENT
STRATEGY OF THE FUND?

     A: I grew up in  Shanghai  and went to college at Fudan  University.  After
college,  I worked for one of the largest Chinese commercial banks and then came
to the U.S. to  continue my  education  in finance.  I have been  working in the
Asian markets for many years, and I have an innate  understanding of the culture
and the  consumer  mindset  there.  Since I speak the  language  and have a good
network of contacts in China,  I can gather  valuable  information  which is not
available to many other managers,  who have to rely solely on analysts' reports.

Q: HOW DO YOU  DECIDE  WHICH  COMPANIES  YOU WILL  SELECT  FOR YOUR  FUND?  WHAT
CRITERIA MUST THESE COMPANIES AND THEIR MANAGEMENT ADHERE TO? 

     A: Because China's market economy does not have a significant track record,
it is very  important to evaluate each company very  thoroughly.  The quality of
management is the most important  factor in my decision.  I look at how well the
management is prepared to succeed in a free market system, how highly they value
technology and how competitive they are globally.

Q: WHICH COMPANIES ARE YOU CURRENTLY LOOKING AT?

     A: I have a close eye on Shanghai Petrochemical. It is the largest maker of
integrated petrochemical products in China. Since supply cannot meet demand, the
petrochemical  products market is a seller's market.  Shanghai  Petrochemical is
the  largest  player in the  market and has the  support  of  several  favorable
government  policies  and  the  backing  to  become  one of the  premier  global
competitors in the future.  It recently  completed an equity  offering that will
allow it to expand into even more profitable  products.  I don't think the stock
is trading at the valuation it deserves. 
     Shanghai Dazhong Taxi is another strong company. It is predominantly a taxi
operator in Shanghai but has expanded to operate in other cities.  I believe the
management  behind this company is very  shrewd.  They used the strong cash flow
from their taxi operations to expand into other  businesses,  such as automobile
insurance and long distance passenger  transportation.  With the rising need for
auto insurance,  I see this company as an indirect play on the booming insurance
industry in China. This is the type of company that can be a strong conglomerate
in the future. It is currently very undervalued at 12 times earnings.

Q: HOW WILL THE HANDOVER OF HONG KONG TO CHINA AFFECT THE CHINESE MARKET?

     A: I think the  handover has already been  discounted  by the market,  so I
don't think it will be followed by a  precipitous  drop.  In fact,  my long-term
outlook on the market is very bullish.  Earnings  reports for Chinese  companies
have  been  much  stronger  across  the  board  lately,  and  a  relaxed  credit
environment  in 1997 will be good for China. I firmly believe that right now the
Chinese market is a steal for the smart investor.


                           THE BULL MARKET CHARGES ON

BONNEL GROWTH FUND
     The bull  market has carried the Dow to new highs above the 6000 mark after
dipping to 5347 in July. With a remarkably  steady economy and a stable interest
rate  environment,  the Bonnel Growth Fund has again produced  excellent returns
for shareholders. (1)
     The Fund's  portfolio  holds a high  weighting  in  technology,  retail and
health care because we have found  outstanding  earnings growth  potential among
the companies in these sectors.  With the help of top performers such as Iomega,
Sears and Merck,  the Fund  achieved  total returns of 36.25% for the year ended
10/10/96.
     We have also found  opportunities for growth outside of these main sectors.
Though grocery store chains are considered stodgy investments,  the Fund's stake
in  Safeway  appreciated  35% before we  decided  to take  profits  and sell our
holdings.   In  coming  quarters,   we  will  continue  to  seek  out  the  best
opportunities for growth, wherever they may be.

[GRAPHIC:  PHOTO OF  PROSPECTUS  WRAPS FOR BONNEL  GROWTH  FUND,  GOLD & NATURAL
RESOURCES FUNDS AND UNITED SERVICES EQUITY FUNDS IN CENTER OF PAGE.]

U.S. WORLD GOLD FUND
     Strong investor interest and a buoyant market for acquisitions continued to
fuel the superior  performance of North American and Australian gold stocks. The
U.S.  World Gold Fund has been on a tear this year and has total returns for the
last 12 months of 33.76% (as of 10/10/96). (1) The 20% correction in the Toronto
Gold and Silver Index which began in June was over in mid-July, and since then a
number of stocks have more than made up the ground they lost.
     The smaller  companies  have performed  particularly  well because of their
ability to raise  money  easily for  exploration  and because a number of senior
companies  need to make  acquisitions  in order to maintain  or  increase  their
production  levels. The potential for world-class  discoveries--and  world-class
profits--became  clear when Barrick Gold  acquired  Arequipa  Resources for $750
million.  Arequipa  has proved that small  companies  exploring  for gold in the
emerging markets--in this case, Peru--can and do find world class deposits,  and
when they do,  their share  prices rise to reward  their  stockholders.  We will
continue to  position  the Fund for maximum  growth of capital by  investing  in
stocks like these.

- ----------
Of course,  not all the securities  held by the Funds performed as well as those
cited here.  Average  annual  total  returns  for the U.S.  World Gold Fund are:
29.18% year-to-date and 33.76%, 13.72%, 18.19% and 6.88% over the 1-, 3-, 5- and
10-year  periods as of 10/10/96.  Average  annual  total  returns for the Bonnel
Growth Fund are: 25.16%  year-to-date,  36.25% over the 1-year period and 35.87%
since  inception  (10/17/94)  as of 10/10/96.  Investment  returns and principal
value will fluctuate.  You may have a gain or a loss when you sell shares.  Past
performance is no guarantee of future results.

U.S. GOLD SHARES FUND
     During the third  quarter,  weakness  in the price of gold,  ongoing  labor
difficulties and poor performance in dollar terms hurt South African gold mining
companies.  Once more the price of bullion has fallen  towards $380 per ounce, a
level considered  critical by many analysts.  While physical demand continues to
absorb  supply at that level,  investors are puzzled that gold has not performed
well after starting the year so strongly.  A possible sale by the  International
Monetary Fund of some of its gold holdings has depressed the market,  though the
proposed  sale,  which  would  increase  the  global  supply  of gold by only 1%
annually for the next five years,  will not affect the market in any significant
way.
     Despite  the fact that  most of the South  African  mines  reported  strong
earnings in the third  quarter,  the  weakness of the rand in U.S.  dollar terms
actually eroded the value of those stocks. International investors have eschewed
the South African gold stocks in favor of  international  companies  with better
exploration  potential,  such as those in Australia and North America.  Although
relations between  management and unions have improved,  unrest among unions has
slowed operations at some mines.  While mining companies have begun to establish
more productive work practices, progress has been slow.
     We will  position  the Fund for growth of capital  by  investing  in senior
mining companies with proven reserves and strong  earnings.  (1) While many such
producers  are  in  South  Africa,  we  are  evaluating   attractive  investment
opportunities in the rest of the world.

FIXED INCOME FUNDS
     United  Services'  bond and money  market  funds have  performed  very well
overall in the past quarter.  (1) Morningstar has awarded a 5-star rating to the
United Services Near-Term Tax Free Fund and a 4-star rating to the U.S. Tax Free
Fund  for  performance  over  the  past  three  years.(3)  The  U.S.  Government
Securities  Savings  Fund  earned  Lipper's  #1  ranking  in its  class  for the
five-year period ended 9/30/96.(4)
     Speculation  throughout  the quarter on the movement of interest  rates has
driven  the bond and money  markets,  which have been wary of an  interest  rate
hike.  Third quarter  reports of growing  employment  sparked  concerns that the
Federal Reserve might raise rates to counter inflation, even though the consumer
price index and the producer price index remain  subdued.  Although the Fed took
no action at its August and September meetings, we anticipate a rate increase of
0.25% after the presidential election.

U.S. ALL AMERICAN EQUITY FUND
     Increasing  employment  figures,  strong  inflows into mutual funds and the
decision by the Federal  Reserve not to raise  interest  rates  helped the stock
market  and the  U.S.  All  American  Equity  Fund  perform  well  in the  third
quarter.(1)  As stock prices have risen,  we have bought  stocks when we believe
them to be cheap based on fundamentals  and we have sold others when they seemed
expensive in order to maximize returns.
         The correction in July presented an excellent  buying  opportunity  for
the  Fund.   Technology  stocks  in  particular   suffered  a  sharp  dip  after
disappointing  reports on earnings  confirmed fears of a general slowdown in the
sector.  Bullish on the market, we decided to buy stocks when they reached lower
prices,  and now many of our acquisitions have appreciated  considerably  during
the market's rebound over the past two months.
         Oil stocks also enjoyed  great gains  during the  quarter.  We are very
positive  on the long term  prospects  for oil  companies,  but  decided to take
profits on some of our oil holdings when those stocks became overpriced.

CHINA REGION OPPORTUNITY FUND
         The Chinese  government  has finally  begun a  much-awaited  program of
easing credit. During the second quarter, the Central Bank of China cut interest
rates  by 1.2%.  The cut was the  second  this  year and was  larger  than  most
analysts had expected.  It indicates the  government's  desire to jump-start the
economy.  This  will be very good for the  Chinese  stock  market  and will also
support  Hong Kong  stocks,  which  prosper  when trade with  Chinese  companies
increases.(1)
         Chinese  stocks also stand to benefit by the slowly  warming  relations
between  China and the U.S.  and by a decline  in the amount of  negative  media
coverage  about  China.  The fact that  Chinese B shares are  trading at a steep
discount to the A shares of the same  companies  is  indicative  of the recovery
potential for this market.
         When a correction in the B share market began,  we took profits in some
of our holdings.  Now we are poised to buy our favorite B shares when they reach
bargain levels. Over the long term, we anticipate a high rate of economic growth
will drive Chinese stocks up,  carrying the China Region  Opportunity  Fund with
them.

U.S. GLOBAL RESOURCES FUND
     We believe  the natural  resources  sector has been in a slump for the last
ten years and is on the cusp of an  unprecedented  boom.  The  rebuilding of the
former Soviet Union and the continued  growth of the southeast  Asian region are
fuelling an intense  increase in worldwide  consumption  of resources.  The U.S.
Global Resources Fund is taking an  international  position to benefit from this
growth.(1) We are also  investing in dynamic small and midsize  companies with a
proven ability to find more reserves. These companies do not require an increase
in commodities prices to succeed:  they rely on their own skill and expertise in
finding more of the resources they sell to consumers throughout the world.
     With 55% of assets  invested in oil and gas stocks,  the Fund has boomed in
the third quarter as a result of the rise in the price of oil. Higher oil prices
created a bullish sentiment  throughout the energy sector, and increasing demand
for petroleum came at a time when stockpiles were critically low. The market had
expected  the  price to stay  flat or even  decline  after  the  United  Nations
approved oil sales from Iraq.  However,  the U.N.  rescinded  approval after the
Iraqis attacked Iranian and Kurdish forces in Iraq's northern  territories.  The
consequent  restriction on world oil supply increased the perceived tightness in
the market and drove oil prices higher.

U.S. INCOME FUND
     To  diversify  the  holdings  of  the  U.S.  Income  Fund  and  to  enhance
total-return potential, we are increasing the Fund's exposure to dividend-paying
companies  outside the  utility  sector.(1)  Usually  safe,  steady  performers,
utilities have been out of favor in this bull market. We will continue, however,
to hold  utilities  stocks which show a high  potential  for growth and a strong
record of paying generous dividends.
     Continuing industry deregulation is leading to increasing  competition,  so
we are also focusing on those companies with the strongest  competitive position
within their sector. Merger and acquisition activity has intensified,  providing
excellent opportunities for the Fund.

U.S. REAL ESTATE FUND
     As the Dow climbs past 6000,  investors wary of paying a premium for stocks
should look at the growth and income potential of the U.S. Real Estate Fund.(1)
     The moderate,  steady growth of the economy has been very positive for real
estate this quarter. We see the economy slowing in the coming year, however, and
are positioning  the Fund in companies with longer lease terms.  These companies
have leases  written  during  periods of higher prices and for longer terms,  so
their revenues should remain strong whether the economy slows or not.

                           SHAREHOLDER BULLETIN BOARD

SPOTLIGHT ON OUR TEAM

[GRAPHIC:  PHOTO OF JOHANNA THORNBLAD AND STEPHANIE LINKOUS]

     When a mutual fund makes waves, the media notices, and investors learn more
about opportunities for meeting their financial objectives. Several funds in the
U.S.  Family  of Funds  have  made big  waves  this  year,  and  thanks to their
performance and assistance from our Public Relations Department,  the Funds have
been heralded in many financial publications including: The Wall Street Journal,
Investor's Business Daily, Business Week, Mutual Funds Magazine, Kiplinger's and
others.
     Johanna Thornblad and Stephanie Linkous,  our  communications  specialists,
bring our portfolio managers out of the investment  research center and into the
spotlight  of the  international  media so that you can learn more  about  their
strategies  for meeting  your  financial  objectives.  Over the last four years,
Johanna has built up an extensive  network of media contacts by spending  nearly
half her time travelling from our office in San Antonio to the financial centers
of the world, including New York, London, Hong Kong and Paris.
     Johanna  is  a  native  of  Sweden,  where  she  studied  economics  before
graduating  from Kent State  University on a basketball  scholarship.  Stephanie
holds a degree in journalism  and has studied at Oxford and at the University of
Salamanca  in Spain.  After  graduation,  she worked at Burson  Marstellar,  the
world's largest public relations firm,  where she advocated  ratification of the
North American Free Trade Agreement on behalf of the government of Mexico.

                                                         COME MEET U.S.
                                                         GLOBAL INVESTORS, INC.,
[GRAPHIC:  PHOTO OF "JOIN US IN                          IN PERSON AT THE
           SAN FRANCISCO" BROCHURE]                      UPCOMING WESTERN
                                                         INVESTMENT IN MINING
                                                         CONFERENCE IN SAN
                                                         FRANCISCO, CALIFORNIA,
                                                         ON DECEMBER 8-9,
                                                         1996, AND THE ISI
                                                         FLORIDA MONEY SHOW
                                                         CONFERENCE IN
                                                         ORLANDO, FLORIDA,
                                                         FEBRUARY 5-8, 1997.

DID YOU KNOW...?
- --   It's  easy and free to pay your  bills  directly  from  your  money  market
     account  with  our  Automatic  Recurring  Payment  Plan.  Call an  investor
     representative  at  1-800-US-FUNDS  to learn  how you can pay your  monthly
     bills automatically.
- --   The dividend income on our money market funds compounds daily,  which makes
     more money for you.
- --   You can  have  fast  access  to your  paycheck,  social  security  check or
     military payroll check by using Direct Deposit into your account.
- --   You can  establish a Systematic  Exchange  Plan to  automatically  transfer
     money between any of your accounts within the U.S.  Family of Funds.  There
     is no exchange fee for this service.
- --   We've made it easier to change the address on any of your accounts or order
     new checks for your money market account. Simply give us a call.
- --   You can  access  your  account  24  hours a day and the  call is free  from
     anywhere in America. Call 1-800-873-8637 for your account balance,  closing
     share prices, market updates and more.
- --   You can find us on the Web at http://  www.usfunds.com.  Check out our home
     page and discover all the resources we've made available  on-line.  You can
     also E-mail us your questions or comments anytime at [email protected].

THE RIGHT TIME TO INVEST IS NOW
By investing  the same dollar amount each month,  you can avoid the  emotionally
difficult  decision of when to invest in the market.  Our ABC Investment Plan(R)
makes investing easy and affordable by debiting a fixed monthly amount from your
checking  account and depositing it into your U.S. Funds  account.5 You can also
use the  Systematic  Exchange Plan to make free monthly  exchanges  from a money
market fund to any of our other funds.

HOW TO SAVE $10
If you make a  contribution  to your IRA this year of $2,000,  we will waive the
annual custodial fee of $10. Otherwise,  the custodial fee will be deducted from
IRA  accounts on December  31. If you prefer to send a check for your  custodial
fee, we must receive it before December 31.

PROTECTING YOUR INVESTMENT
We are  committed  to  providing  your  investments  with the  highest  level of
security possible. When you request a redemption or a change of registration, we
may  require  a  signature  guarantee  for  your  protection.  Please  read  the
prospectus  or call an investor  representative  to determine if your  situation
requires a signature guarantee.

                             EXPERT MARKET INSIGHTS

CHINA: GROWTH YOU CAN SEE AND FEEL

WILLIAM E. DONOGHUE

Last fall I had the unique opportunity to visit Beijing,  Tianjin,  Shanghai and
Hong  Kong  on  an  Investment  Seminars,  Inc.,  China  Boom  cruise.  What  an
eye-opener!

In Shanghai,  on a spit of land opposite the Bund, that European-style  downtown
thoroughfare you see on movies and newsreels, China's businesses are building no
less than eighty  skyscrapers.  In Tianjin,  the closest seaport to Beijing,  we
viewed  mud  flats  that  were  being  transformed  into  a city  complete  with
factories,  apartments and office  buildings.  Hong Kong,  already bustling with
commerce,  continues  to build and expand.  Finally,  the  southern  province of
Guangdong,  is busy building a thriving  economy  already the equal, in size, of
the economy of France.

[GRAPHIC:  PHOTO OF SKISCRAPERS IN CHINA]

Half of all Asians are under the age of 25. This has the potential to unleash an
exciting  economic boom not unlike that which took hold in the U.S.  after World
War II.

The turnover (not a takeover) of Hong Kong to mainland  China will be a catalyst
for growth.  Hong Kong has the  sophisticated  financial  markets  and  business
practices,  as well as the hungry consumers,  that China needs. It's an exciting
prospect for the Chinese people.

Investing  in  China  has  its   challenges:   unseasoned   financial   markets,
inexperienced  investors and a lack of the  accounting  and legal  standards and
precedents that Westerners are used to relying upon. China has the corner on the
investment opportunity of a lifetime and must learn quickly. After all, China is
rushing  headlong into the 21st century without ever fully  participating in the
20th. They have a lot of catching up to do.

One  of  China's   greatest   assets  is  the   extensive,   well-financed   and
highly-skilled  entrepreneurial  network of overseas Chinese who, loyal to their
new homes, have a distinct cultural  advantage in capitalizing on China's needs.
Those  needs are the simple  kind which  American  investors  understand:  basic
infrastructure,  office buildings,  supermarkets,  shopping  centers,  apartment
buildings and factories.  Concrete is becoming the equivalent of "Chinese Gold."
Managers  that run  Southeast  Asian  portfolios  tell me they have learned more
about concrete then they ever wanted to know, a revealing insight.

[GRAPHIC:  PHOTO OF WILLIAM E. DONOGHUE]

As the skeptical Western institutional  investors discover viable investments in
China and  overenthusiastic  Chinese  leaders  restrain their tendency to meddle
with Hong Kong's  free-market  economy,  China and, indeed,  Southeast Asia will
begin to realize the claim to being the investment opportunity of a lifetime. It
will be pioneering investment managers such as those at United Services who will
gain  experience  in China and who will  provide  investors  real  entree to the
Chinese  market,  which is  ultimately  won by  credible  commitment  as much as
investment brilliance.

Western investors must keep in mind, however, that the realization of the profit
potential in China will result from the perception of investment  value by Asian
investors,   who  dominate  the  Southeast  Asian  financial  markets,  not  the
perception  of relative  Johnny-come-lately  Western  investors.  This is Asia's
investment opportunity. You would be wise to join them and profit.

Profitable  Chinese  investment  performance  is, as it has always been, for the
patient and I expect to be among those successful investors.

- --------------------------------------------------------------------------------
         A skilled money manager with nearly $200 million under management,  Mr.
Donoghue is the author of eight "how to" investment books including the New York
Times best-seller,  "William E. Donoghue's  Complete Money Market Guide." He has
appeared as a guest on countless  radio and  television  shows and as a featured
speaker at investment conferences across the nation.
         The opinions expressed in this column are Mr. Donoghue's and not
necessarily those of U.S. Global Investors, Inc.

DONOGHUE'S  WEALTHLETTER ON BUILDING,  KEEPING AND ENJOYING WEALTH is offering a
FREE  sample  issue  to  shareholders   of  the  U.S.  Family  of  Funds.   Call
1-800-873-8637 to order your copy now.
- --------------------------------------------------------------------------------

                       DISCOVER HOW TO SAVE UP TO $22,500

RETIREMENT TIPS AND TAX SAVINGS 

LISA KOTTLER
RETIREMENT SPECIALIST
VICE PRESIDENT 
SECURITY TRUST & FINANCIAL CO.

[GRAPHIC:  PHOTO OF LISA KOTTLER]

Attention small-business owners and self-employed individuals! Would you like to
learn how to shelter up to $22,500 a year?

Maybe you also want to  provide a  retirement  program  to  attract  and  retain
quality employees.  With one flexible program,  you can accomplish both--you can
secure  retirement  benefits for yourself and your employees,  while giving your
business a tax break.

More and more  small  businesses  are  discovering  that a  Simplified  Employee
Pension Plan (SEP-IRA) is an excellent way to provide these important  benefits.
In fact, it may be one of the simplest, easiest and most cost-effective ways for
business owners and self-employed individuals to set up a retirement plan.

WHAT IS A SEP-IRA?

A  Simplified   Employee   Pension  Plan  is  a  retirement  plan  available  to
self-employed  persons,  partnerships  and small  business  owners.  Under a SEP
arrangement,  tax  deductible  contributions  are made to individual  retirement
accounts (IRAs) set up for each eligible  employee.  You can make tax deductible
contributions  up to 15% of  compensation  or $22,500,  whichever is less.  Your
contributions  are  completely  flexible--you  are never  required to make a SEP
contribution.  Each year you can review and adjust your contributions,  reducing
them during less profitable times and increasing them when business is thriving.

WHO IS ELIGIBLE FOR A SEP-IRA?
Virtually anyone with self-employed income is eligible for a SEP-IRA:

For example, if you are a:
- --   full-time self-employed professional, such as: attorney, doctor, architect,
     artist or realtor
- --   part-time self-employed professional, such as: freelancer or consultant
- --   small business owner who wishes to provide a retirement plan to attract and
     retain quality employees.

HOW DO YOU BENEFIT FROM A SEP-IRA?

A SEP-IRA is one of the most flexible  retirement plans  available.  Not only is
the  amount  of  your  contribution  flexible,  but so is  the  timing  of  your
contribution. You have until your tax filing date (including extensions) to make
your tax deductible  contribution.  Plus, a SEP-IRA allows small business owners
and self-employed individuals to save in several ways:

SAVE  ON  CURRENT  TAXES.  Make  tax-deductible   contributions  up  to  15%  of
compensation  or  $22,500,  whichever  is less.  Can you think of another way to
shelter up to $22,500?

SAVE MORE MONEY.  All earnings in your SEP-IRA grow tax  deferred,  so your nest
egg is sheltered  from taxes until you withdraw it at  retirement.  Tax deferral
allows  your  retirement  wealth  to  accumulate  more  quickly  than a  taxable
investment.

SAVE TIME. A SEP-IRA is simple to establish  and maintain  since there is little
paperwork associated with these plans.

Plus,  a  retirement  plan can help you  recruit,  retain,  motivate  and reward
dedicated  employees  who  will  enable  your  business  to  compete  even  more
effectively  in  today's  marketplace.  If you are a  small  business  owner  or
self-employed, a SEP-IRA may be the ideal solution to your retirement planning.

Being  self-employed or running a small business takes drive and dedication.  We
realize  how busy  you are and  would  like to offer  you an easy way to save on
taxes while you save for your retirement.

- --------------------------------------------------------------------------------
Self employed? 
CALL
1-800-US-FUNDS           [GRAPHIC:  SECURITY TRUST AND FINANCIAL COMPANY LOGO]
today for your 
free SEP-IRA 
investment guide.
- --------------------------------------------------------------------------------

- ----------
Shareholder  Report  Notes (1)For a  free  Fact  Kit  containing  more  complete
information,  including  charges and  expenses,  call  1-800-US-FUNDS.  Read the
prospectus  carefully before investing.  "U.S." stands for United Services.  The
Funds are not backed by the U.S.  government (2) The advisor's  opinion does not
guarantee a profit.(3) As of 9/30/96,  Morningstar  awarded the United  Services
Near-Term  Tax Free Fund 4, 5 and 4 stars for the 1-, 3- and 5-year  periods and
gave the U.S.  Tax Free Fund 4, 4, 3 and 2 stars for the 1-, 3-, 5- and  10-year
periods (out of 1745, 1013, 561 and 221 municipal bond funds, respectively). (4)
Lipper Analytical Services ranked the U.S. Government Securities Savings Fund #5
and #1 for the 1- and 5-year periods ended 9/30/96 (out of 112 and 71 government
money market funds, respectively). (5) Using the ABC Investment Plan(R) does not
guarantee a profit. If you sell at the bottom, no system will give you a gain.



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