US GLOBAL INVESTORS INC/ TX
497, 1997-02-24
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                       STATEMENT OF ADDITIONAL INFORMATION


                           U.S. GLOBAL INVESTORS FUNDS




                          CHINA REGION OPPORTUNITY FUND

                                  (THE "FUND")










     This Statement of Additional  Information is not a prospectus but should be
read in conjunction  with the appropriate Fund prospectus dated November 1, 1996
(the  "prospectus"),  which may be obtained  from U.S.  Global  Investors,  Inc.
(formerly United Services Advisors,  Inc.) (the "Advisor"),  P.O. Box 29467, San
Antonio, Texas 78229-0467.

         The date of this  Statement of  Additional  Information  is November 1,
1996, as amended February 24, 1997.

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             Statement of Additional Information - China Region Opportunity Fund

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<PAGE>



                       STATEMENT OF ADDITIONAL INFORMATION


                                TABLE OF CONTENTS


                                                                            PAGE

GENERAL INFORMATION............................................................3

INVESTMENT OBJECTIVES AND POLICIES.............................................4
     Investment Restrictions...................................................4

SPECIAL RISK CONSIDERATIONS....................................................5

PORTFOLIO TRANSACTIONS........................................................10

MANAGEMENT OF THE FUND........................................................10

PRINCIPAL HOLDERS OF SECURITIES...............................................14

INVESTMENT ADVISORY SERVICES..................................................14

TRANSFER AGENCY AND OTHER SERVICES............................................16

ADDITIONAL INFORMATION ON REDEMPTIONS.........................................16

CALCULATION OF PERFORMANCE DATA...............................................17

TAX STATUS....................................................................17
     Taxation of the Fund--In General.........................................17
     Taxation of the Fund's Investments.......................................18
     Taxation of the Shareholder..............................................18

CUSTODIAN.....................................................................19

INDEPENDENT ACCOUNTANT .......................................................19

FINANCIAL STATEMENTS..........................................................19

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             Statement of Additional Information - China Region Opportunity Fund
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                               GENERAL INFORMATION

     U.S.  Global  Investors  Funds  (the  "Trust")  is an  open-end  management
investment  company  and is a  voluntary  association  of the  type  known  as a
"business trust" organized under the laws of the Commonwealth of  Massachusetts.
The China Region  Opportunity  Fund  (hereinafter  sometimes  referred to as the
"Fund")  is one of  several  series of the  Trust,  each of which  represents  a
separate,  diversified portfolio of securities  (collectively referred to herein
as the "Portfolios" and individually as a "Portfolio").

     The assets  received  by the Trust from the issue or sale of shares of each
of the funds, and all income,  earnings,  profits and proceeds thereof,  subject
only to the rights of creditors,  are  separately  allocated to such fund.  They
constitute the underlying  assets of each fund, are required to be segregated on
the books of accounts,  and are to be charged with the expenses  with respect to
such fund.  Any general  expenses  of the Trust,  not  readily  identifiable  as
belonging to a particular  fund,  will be allocated by or under the direction of
the Board of  Trustees  in such  manner as the Board  determines  to be fair and
equitable.

     Each share of each of the funds represents an equal proportionate  interest
in that  fund with  each  other  share and is  entitled  to such  dividends  and
distributions,  out of the income belonging to that fund, as are declared by the
Board. Upon liquidation of the Trust,  shareholders of each fund are entitled to
share  pro  rata  in  the  net  assets  belonging  to  the  fund  available  for
distribution.

     The Trustees have exclusive  power,  without the requirement of shareholder
approval,  to issue series of shares without par value, each series representing
interests in a separate  portfolio,  or divide the shares of any portfolio  into
classes,  each class having such  different  dividend,  liquidation,  voting and
other rights as the Trustees may determine,  and may establish and designate the
specific classes of shares of each portfolio. Before establishing a new class of
shares  in  an  existing  portfolio,   the  Trustees  must  determine  that  the
establishment and designation of separate classes would not adversely affect the
rights of the holders of the initial or previously  established  and  designated
class or classes.

     As described under "The Trust" in the  prospectus,  under the Trust's First
Amended and Restated Master Trust Agreement (the "Master Trust  Agreement"),  no
annual or regular meeting of shareholders  is required.  In addition,  after the
Trustees  were  initially  elected by the  shareholders,  the Trustees  became a
self-perpetuating  body. Thus, there will ordinarily be no shareholder  meetings
unless otherwise required by the Investment Company Act of 1940.

     On any  matter  submitted  to  shareholders,  the  holder of each  share is
entitled  to one  vote per  share  (with  proportionate  voting  for  fractional
shares).  On matters affecting any individual fund, a separate vote of that fund
would be  required.  Shareholders  of any fund are not  entitled  to vote on any
matter  which does not affect their fund but which  requires a separate  vote of
another fund.

     Shares do not have cumulative voting rights, which means that in situations
in which  shareholders  elect  Trustees,  holders of more than 50% of the shares
voting for the election of Trustees can elect 100% of the Trust's Trustees,  and
the holders of less than 50% of the shares  voting for the  election of Trustees
will not be able to elect any person as a Trustee.

     Shares  have  no   preemptive   or   subscription   rights  and  are  fully
transferable. There are no conversion rights.


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             Statement of Additional Information - China Region Opportunity Fund
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<PAGE>

     Under Massachusetts law, the shareholders of the Trust could, under certain
circumstances,  be held  personally  liable  for the  obligations  of the Trust.
However, the Master Trust Agreement disclaims  shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement,  obligation or instrument  entered into or executed by the Trust
or the Trustees.  The Master Trust Agreement provides for indemnification out of
the  Trust's  property  for all  losses and  expenses  of any  shareholder  held
personally  liable  for  the  obligations  of the  Trust.  Thus,  the  risk of a
shareholder  incurring  financial  loss on account of  shareholder  liability is
limited to  circumstances  in which the Trust itself would be unable to meet its
obligations.

                       INVESTMENT OBJECTIVES AND POLICIES

     The  following  information   supplements  the  discussion  of  the  Fund's
investment objectives and policies discussed in the Fund's prospectus.

INVESTMENT RESTRICTIONS

     The Fund will not  change  any of the  following  investment  restrictions,
without the affirmative vote of a majority of the outstanding  voting securities
of the Fund,  which,  as used herein,  means the lesser of (1) 67% of the Fund's
outstanding  shares  present  at a  meeting  at  which  more  than  50%  of  the
outstanding  shares of the Fund are represented either in person or by proxy, or
(2) more than 50% of the Fund's outstanding shares.

     The Fund may not:

     (1)  Issue senior securities.
     (2)  Borrow  money,  except that the Fund may borrow not in excess of 5% of
          its total assets from banks as a temporary  measure for  extraordinary
          purposes  and 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  borrowing)  when deemed  desirable or  appropriate to
          effect  redemptions.  However,  the Fund may not  purchase  additional
          securities while borrowing exceeds 5% of the total assets of the Fund.
     (3)  Underwrite the securities of other issuers.
     (4)  Invest  in  real  estate.
     (5)  Engage in the purchase or sale of  commodities  or  commodity  futures
          contracts,  except that the Fund may invest in futures  contracts  and
          options thereon.
     (6)  Lend its assets,  except that the Fund may purchase  money market debt
          obligations  and  repurchase   agreements   secured  by  money  market
          obligations,  and except for the  purchase  or  acquisition  of bonds,
          debentures or other debt securities of a type customarily purchased by
          institutional  investors  and except that the Fund may lend  portfolio
          securities  with an aggregate  market value of not more than one-third
          of the  Fund's  total net  assets.  (Accounts  receivable  for  shares
          purchased by telephone will not be deemed loans.)
     (7)  Purchase  any  security  on margin,  except  that it may  obtain  such
          short-term  credits  as are  necessary  for  clearance  of  securities
          transactions.
     (8)  Make short  sales.
     (9)  Invest more than 15% of net assets in illiquid  securities,  including
          securities  which are subject to legal or contractual  restrictions on
          resale.
     (10) Invest more than 25% of its total  assets in  securities  of companies
          principally engaged in any one industry (other than obligations issued
          or guaranteed by the U.S. Government or any of its

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             Statement of Additional Information - China Region Opportunity Fund
                                                                          Page 4

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<PAGE>

          agencies or  instrumentalities).  For purposes of this restriction,  a
          foreign government is deemed to be an "industry."
     (11) (a) Invest more than 5% of the value of its total assets in securities
          of  any  one  issuer,   except  such  limitation  will  not  apply  to
          obligations issued or guaranteed by the United States Government,  its
          agencies or  instrumentalities,  or (b)  acquire  more than 10% of the
          voting  securities  of any one issuer as discussed in the  prospectus,
          such  limitations  apply to only 75% of the value of the Fund's  total
          assets.


                           SPECIAL RISK CONSIDERATIONS

     The following  discussion of some of the most significant  risks associated
with an investment in the Fund supplements the discussion in the prospectus.

     FOREIGN  INVESTMENTS:  Investing in  securities  issued by companies  whose
principal  business  activities  are  outside  the  United  States  may  involve
significant  risks not present in domestic  investments.  For example,  there is
generally  less  publicly   available   information  about  foreign   companies,
particularly  those not subject to the disclosure and reporting  requirements of
the United States  securities  laws.  Foreign issuers are generally not bound by
uniform accounting,  auditing and financial reporting requirements and standards
of practice  comparable to those applicable to domestic issuers.  Investments in
foreign  securities  also  involve  the  risk of  possible  adverse  changes  in
investment  or  exchange  control  regulations,  expropriation  or  confiscatory
taxation,  limitation  of the  removal  of funds or other  assets  of the  Fund,
political or financial  instability or diplomatic and other  developments  which
could affect such  investment.  Further,  economies of  particular  countries or
areas of the world may differ  favorably or unfavorably  from the economy of the
United States.  It is anticipated  that in most cases the best available  market
for foreign  securities  will be on  exchanges  or in  over-the-counter  markets
located  outside of the United States.  Foreign stock markets,  while growing in
volume and sophistication, are generally not as developed as those in the United
States,  and such markets may periodically close for extended periods (e.g., two
weeks  during the  Chinese New Year),  affecting  the  liquidity  and pricing of
portfolio  securities.  Securities of some foreign issuers  (particularly  those
located in  developing  countries)  may be less  liquid and more  volatile  than
securities of comparable United States companies. In addition, foreign brokerage
commissions are generally  higher than  commissions on securities  traded in the
United  States and may be  non-negotiable.  In  general,  there is less  overall
governmental   supervision  and  regulation  of  foreign   securities   markets,
broker-dealers and issuers than in the United States.

     CHINA'S LEGAL SYSTEM:  China does not have a comprehensive  system of laws,
although  substantial  changes have occurred in this regard in recent years. The
corporate form of organization  has only recently been permitted in China.  Laws
regarding  fiduciary  duties of officers and  directors  and the  protection  of
shareholders   are  not  well   developed.   China's   judiciary  is  relatively
inexperienced  in enforcing the laws that exist,  leading to a higher than usual
degree of uncertainty as to the outcome of any litigation.

     TAIWAN  INVESTMENT  LIMITATIONS:  As  of  the  date  of  this  registration
statement,  Taiwan limits a foreign  institution's  investments  in Taiwan to no
more than $ 400 million.

     FUTURES  CONTRACTS:  The Fund may sell futures contracts to hedge against a
decline in the market  price of  securities  which it owns or  purchase  futures
contracts to remain more fully  invested (but not to leverage the  portfolio) to
defend the portfolio against currency  fluctuations.  When the Fund purchases or
sells a futures contract, the Fund will be required to deposit an amount of cash
or  U.S.  Treasury  bills  equal  to  approximately  5% of the  contract  amount
("initial  margin")  with the  broker.  The nature of initial  margin in futures
transactions

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             Statement of Additional Information - China Region Opportunity Fund
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                                       5
<PAGE>

is  different  from that of margin in  securities  transactions  in that futures
contract  margin  does not  involve the  borrowing  of funds by the  customer to
finance  the  transactions.  Rather,  initial  margin  is  in  the  nature  of a
performance  bond or good faith deposit on the contract which is returned to the
Fund  upon  termination  of the  futures  contract  assuming  all of the  Fund's
contractual  obligations  have  been  satisfied.   Subsequent  payments,  called
variation  margin,  to and from the broker  will be made on a daily basis as the
price of the underlying  currency,  stock or stock index  fluctuates  making the
futures contract more or less valuable, a process known as  "marking-to-market."
For example,  when the Fund has sold a currency  futures contract and the prices
of the stocks  included in the  underlying  currency have fallen,  that position
will  have  increased  in value and the Fund will  receive  a  variation  margin
payment from the broker equal to that  increase in value.  Conversely,  when the
Fund has sold a  currency  futures  contract  and the  prices of the  underlying
currency have risen,  the position  would be less valuable and the Fund would be
required to make a variation margin payment to the broker.  At any time prior to
expiration of the futures contract,  the Fund may elect to close the position by
taking an opposite position, which will operate to terminate the Fund's position
in the futures contract. A final determination of variation margin is then made,
additional  cash is  required  to be paid by or  released  to the  Fund,  and it
realizes a loss or a gain.

     There is a risk that futures price  movements will not correlate  perfectly
with movements in the value of the underlying stock or stock index. For a number
of reasons, the price of the future may move more than or less than the price of
the securities that make up the index.  First,  all  participants in the futures
market are subject to margin deposit and maintenance  requirements.  Rather than
meeting  additional  margin  deposit  requirements,  investors may close futures
contracts  through  offsetting  transactions  which  could  distort  the  normal
relationship between the index and futures markets.  Secondly, from the point of
view of  speculators,  the deposit  requirements  in the futures market are less
onerous  than margin  requirements  in the stock  market.  Therefore,  increased
participation  by  speculators  in the futures  market may also cause  temporary
price distortions.

     There is a further  risk that a liquid  secondary  trading  market  may not
exist at all times for these futures contracts, in which event the Fund might be
unable to  terminate a futures  position at a desired  time.  Positions in stock
index  futures  may be closed out only on an  exchange  or board of trade  which
provides a  secondary  market for such  futures.  Although  the Fund  intends to
purchase  or sell  futures  only on  exchanges  or boards of trade  where  there
appears to be an active  secondary  market,  there is no assurance that a liquid
secondary  market on an exchange or board of trade will exist for any particular
contract or at any particular time. If there is not a liquid secondary market at
a particular  time,  it may not be possible to close a futures  position at such
time, and in the event of adverse price movements, the Fund would continue to be
required to make daily cash payments of variation margin.

     OPTIONS:  The Fund may sell call options or purchase put options on futures
contracts to hedge against a decline in the market price of securities  which it
owns or to defend the portfolio against currency fluctuations. The Fund may also
purchase  call  options or sell put options on futures  contracts to remain more
fully  invested  until  suitable  investments  can be made in individual  equity
securities.  Options on futures  contracts  differ  from  options on  individual
securities  in that the  exercise  of an option on a futures  contract  does not
involve delivery of an actual underlying security.  Options on futures contracts
are settled in cash only. The purchaser of an option  receives a cash settlement
amount  and the  writer of an  option is  required,  in return  for the  premium
received,  to make delivery of a certain  amount if the option is  exercised.  A
position  in an  option  on a futures  contract  may be  offset  by  either  the
purchaser or writer by entering into a closing transaction, or the purchaser may
terminate the option by exercising it or allowing it to expire.

     The risks  associated  with the  purchase  and sale of  options  on futures
contracts  are  generally  the same as those  relating to options on  individual
securities. However, the value of an option on a futures contract depends

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             Statement of Additional Information - China Region Opportunity Fund
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                                       6
<PAGE>

primarily on movements  in the value of the  currency,  stock or the stock index
underlying the futures  contract rather than in the price of a single  security.
Accordingly,  the Fund will realize a gain or loss from purchasing or writing an
option on a futures contract as a result of movements in the related currency or
in the stock market generally, rather than changes in the price for a particular
security. Therefore,  successful use of options on futures contracts by the Fund
will depend on the  Advisor's  ability to predict  movements in the direction of
the currency or stock market  underlying  the futures  contract.  The ability to
predict these movements requires different skills and techniques than predicting
changes in the value of individual securities.

     Because  index  options are  futures  contracts  settled in cash,  the Fund
cannot be assured of covering its potential  settlement  obligations  under call
options it writes on futures  contracts by acquiring and holding the  underlying
securities.  Unless  the Fund has cash on hand that is  sufficient  to cover the
cash settlement  amount,  it would be required to sell securities owned in order
to satisfy the exercise of the option.

     As a  non-fundamental  policy,  the Fund will neither purchase nor write an
options  contract 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.  In the case of an option that is  in-the-money at the time
of the purchase,  the in-the-money  amount may be excluded in calculating the 5%
limitation.

     As a  non-fundamental  policy,  the China Fund will not  purchase a futures
contract  (except for closing  transactions)  if,  immediately  thereafter,  the
market value of all open  futures  contracts is greater than the market value of
the  China  Fund's  cash  and  cash  equivalents   (including  cash,  repurchase
agreements,  and high quality fixed income  securities  with a final maturity of
less than one year)..

SEGREGATED ASSETS AND COVERED POSITIONS

     When  purchasing  or selling a futures  contract,  purchasing or selling an
uncovered option, or purchasing  securities on a when-issued or delayed delivery
basis,  the Fund  will  restrict  cash,  which  may be  invested  in  repurchase
obligations,  or liquid  securities.  When  purchasing a futures  contract,  the
amount  of  restricted  cash or  liquid  securities,  when  added to the  amount
deposited  with the broker as  margin,  will be at least  equal to the  notional
value of the futures  contract  and not less than the market  price at which the
futures contract was established.  In addition, to prevent leveraging,  the Fund
will not  purchase  a futures  contract  unless it has cash or cash  equivalents
(whether  segregated or not) at least equal to the notional value of the futures
contract. The Fund may sell futures either to hedge existing portfolio positions
or to close out long  transactions.  When  purchasing  a futures  contract,  the
amount  of  restricted  cash or  liquid  securities,  when  added to the  amount
deposited with the broker as margin,  will be at least equal to the market value
of the futures  contract and not less than the market price at which the futures
contract was established.  When selling an uncovered call option,  the amount of
restricted cash or liquid  securities,  when added to the amount  deposited with
the  broker  as  margin,  will be at  least  equal to the  value  of  securities
underlying  the call  option  and not less  than  the  strike  price of the call
option.  When selling an uncovered put option,  the amount of restricted cash or
liquid securities, when added to the amount deposited with the broker as margin,
will be at least equal to the value of securities  underlying the put option and
not less than the strike price of the put option. When purchasing  securities on
a when-issued or delayed delivery basis, the amount of restricted cash or liquid
securities will be at least equal to the Fund's  when-issued or delayed delivery
commitments.

     The  restricted  cash or liquid  securities  will either be  identified  as
restricted in the Fund's  accounting  records or be  physically  segregated in a
separate account at Bankers Trust Company, the Fund's custodian. For the purpose
of determining the adequacy of the liquid securities which have been restricted,
the  securities  will be valued at market or fair  value.  If the market or fair
value of such securities declines, additional cash or liquid

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<PAGE>

securities  will  be  restricted  on a daily  basis  so that  the  value  of the
restricted cash or liquid  securities,  when added to the amount  deposited with
the broker as margin, equals the amount of such commitments by the Fund.

     Fund  assets  need not be  segregated  if the  Fund  "covers"  the  futures
contract,  call option, or put option sold. For example,  the Fund could cover a
futures or forward  contract which it has sold short by owning the securities or
currency  underlying  the  contract.  The Fund may also cover this  position  by
holding a call  option  permitting  the Fund to  purchase  the same  futures  or
forward  contract at a price no higher than the price at which the sell position
was established.

     The Fund could  cover a call  option  which it has sold by holding the same
currency or security  (or, in the case of a stock  index,  a portfolio  of stock
substantially replicating the movement of the index) underlying the call option.
The Fund may also cover by holding a separate  call option of the same  security
or stock index with a strike  price no higher than the strike  price of the call
option sold by the Fund. The Fund could cover a call option which it has sold on
a futures contract by entering into a long position in the same futures contract
at a price no higher  than the strike  price of the call option or by owning the
securities  or currency  underlying  the futures  contract.  The Fund could also
cover a call  option  which  it has  sold by  holding  a  separate  call  option
permitting  it to purchase the same  futures  contract at a price no higher than
the strike price of the call option sold by the Fund.

     FOREIGN CURRENCY  TRANSACTIONS:  Investments in foreign  companies  usually
involve use of currencies of foreign countries.  The Fund also may hold cash and
cash-equivalent  investments  in  foreign  currencies.  The value of the  Fund's
assets as  measured  in U.S.  dollars  will be  affected  by changes in currency
exchange rates and exchange  control  regulations.  The Fund may, as appropriate
markets are developed,  but is not required to, engage in currency  transactions
including cash market purchases at the spot rates,  forward currency  contracts,
exchange listed currency futures,  exchange listed and over-the-counter  options
on  currencies,  and currency  swaps for two purposes.  One purpose is to settle
investment transactions. The other purpose is to try to minimize currency risks.

     All currency transactions involve a cost. Although foreign exchange dealers
generally do not charge a fee, they do realize a profit based on the  difference
(spread)  between  the  prices at which  they are  buying  and  selling  various
currencies.  Commissions are paid on futures options and swaps transactions, and
options require the payment of a premium to the seller.

     A forward contract involves a privately  negotiated  obligation to purchase
or sell at a price set at the time of the contract with delivery of the currency
generally  required  at an  established  future  date.  A futures  contract is a
standardized  contract for delivery of foreign  currency  traded on an organized
exchange  that is generally  settled in cash. An option gives the right to enter
into a contract.  A swap is an agreement  based on a nominal  amount of money to
exchange the differences between currencies.

     The Fund will  generally  use spot rates or forward  contracts  to settle a
security transaction or handle dividend and interest  collection.  When the Fund
enters into a contract for the purchase or sale of a security  denominated  in a
foreign currency or has been notified of a dividend or interest payment,  it may
desire to lock in the price of the  security  or the  amount of the  payment  in
dollars. By entering into a spot rate or forward contract, the Fund will be able
to protect  itself  against a possible loss  resulting from an adverse change in
the  relationship  between  different  currencies  from the date the security is
purchased  or sold to the date on which  payment is made or received or when the
dividend or interest is actually received.

     The Fund may use forward or futures contracts,  options,  or swaps when the
investment  manager  believes the currency of a particular  foreign  country may
suffer a substantial decline against another currency. For

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                                       8
<PAGE>

example, it may enter into a currency transaction to sell, for a fixed amount of
dollars,  the amount of foreign currency  approximating the value of some or all
of the Fund's portfolio  securities  denominated in such foreign  currency.  The
precise  matching of the  securities  transactions  and the value of  securities
involved generally will not be possible.  The projection of short-term  currency
market movements is extremely difficult and successful execution of a short-term
strategy is highly uncertain.

     The Fund may  cross-hedge  currencies  by  entering  into  transactions  to
purchase or sell one or more  currencies  that are  expected to decline in value
relative  to other  currencies  in  which  the  Fund  has (or  expects  to have)
portfolio exposure.

     The Fund may engage in proxy hedging.  Proxy hedging is often used when the
currency to which a fund's  portfolio is exposed is  difficult  to hedge.  Proxy
hedging  entails  entering  into a forward  contract  to sell a  currency  whose
changes  in value  are  generally  considered  to be  linked  to a  currency  or
currencies in which some or all of the Fund's  portfolio  securities  are or are
expected to be denominated,  and simultaneously buy U.S. dollars.  The amount of
the contract would not exceed the value of the Fund's securities  denominated in
linked securities.

     The Fund will not enter into a currency transaction or maintain an exposure
as a result of the  transaction  when it would  obligate  the Fund to deliver an
amount of  foreign  currency  in excess  of the  value of the  Fund's  portfolio
securities or other assets denominated in that currency. The Fund will designate
cash or  securities  in an amount  equal to the value of the Fund's total assets
committed  to  consummating  the  transaction.  If the  value of the  securities
declines,  additional  cash or securities will be designated on a daily basis so
that the value of the cash or  securities  will  equal the  amount of the Fund's
commitment.

     On the  settlement  date of the currency  transaction,  the Fund may either
sell portfolio  securities  and make delivery of the foreign  currency or retain
the securities and terminate its  contractual  obligation to deliver the foreign
currency by purchasing an offsetting position. It is impossible to forecast what
the market value of portfolio  securities  will be on the  settlement  date of a
currency  transaction.  Accordingly,  it may be  necessary  for the  Fund to buy
additional  foreign  currency  on the spot  market (and bear the expense of such
purchase)  if the  market  value of the  securities  is less than the  amount of
foreign currency the Fund is obligated to deliver and a decision is made to sell
the securities and make delivery of the foreign currency.  Conversely, it may be
necessary  to sell on the spot market some of the foreign  currency  received on
the sale of the  portfolio  securities if its market value exceeds the amount of
foreign  currency the Fund is obligated to deliver.  The Fund will realize gains
or losses on currency transactions.

     The Fund may also buy put options and write covered call options on foreign
currencies to try to minimize  currency  risks.  The risk of buying an option is
the loss of  premium.  The  risk of  selling  (writing)  an  option  is that the
currency  option will  minimize the  currency  risk only up to the amount of the
premium, and then only if rates move in the expected direction. If this does not
occur,  the option may be  exercised  and the Fund would be  required to buy the
underlying  currency  at the loss  which may not be offset by the  amount of the
premium. Through the writing of options on foreign currencies, the Fund may also
be required  to forego all or a portion of the  benefits  which might  otherwise
have been  obtained  from  favorable  movements on exchange  rates.  All options
written  on  foreign  currencies  will be  covered;  that is,  the Fund will own
securities  denominated  in  the  foreign  currency,  hold  cash  equal  to  its
obligations or have contracts that offset the options.

     The Fund may construct a synthetic foreign currency  investment,  sometimes
called a structured note, by (a) purchasing a money market instrument which is a
note denominated in one currency,  generally U.S. dollars,  and (b) concurrently
entering  into a forward  contract  to  deliver a  corresponding  amount of that
currency  in  exchange  for a  different  currency  on a  future  date  and at a
specified rate of exchange. Because the availability

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                                       9
<PAGE>

of a variety of highly liquid  short-term  U.S.  dollar market  instruments,  or
notes, a synthetic money market position  utilizing such U.S. dollar instruments
may offer greater liquidity than direct investment in foreign currency.


                             PORTFOLIO TRANSACTIONS

     The Advisory  Agreement between the Trust and the Advisor requires that the
Advisor, in executing  portfolio  transactions and selecting brokers or dealers,
seeks the best overall terms available. In assessing the terms of a transaction,
consideration  may be given to various  factors,  including  the  breadth of the
market in the security,  the price of the security,  the financial condition and
execution capability of the broker or dealer (for a specified transaction and on
a continuing  basis),  the  reasonableness  of the  commission,  if any, and the
brokerage and research services provided to the Trust and/or other accounts over
which  the  Advisor  or  an  affiliate  of  the  Advisor  exercises   investment
discretion.  Under the Advisory Agreement,  the Advisor is permitted, in certain
circumstances,  to pay a higher  commission  than might otherwise be obtained in
order to acquire brokerage and research services.  The Advisor must determine in
good faith, however, that such commission is reasonable in relation to the value
of the  brokerage  and  research  services  provided  -- viewed in terms of that
particular  transaction  or in terms of all the accounts  over which  investment
discretion  is  exercised.  In such case,  the Board of Trustees will review the
commissions  paid by each Fund of the Trust to determine if the commissions paid
over representative  periods of time were reasonable in relation to the benefits
obtained.  The advisory fee of the Advisor would not be reduced by reason of its
receipt of such  brokerage  and research  services.  To the extent that research
services of value are provided by broker-dealers  through or with whom the Trust
places portfolio transactions,  the Advisor may be relieved of expenses which it
might otherwise bear.

     The Trust may, in some instances,  purchase  securities that are not listed
on a national  securities exchange or quoted on NASDAQ, but rather are traded in
the  over-the-counter   market.  When  the  transactions  are  executed  in  the
over-the-counter market, it is intended generally to seek first to deal with the
primary market makers.  However,  the services of brokers will be utilized if it
is  anticipated  that the best overall  terms can thereby be obtained.  The Fund
paid a total of $78,918 in brokerage fees for the year ended June 30, 1996.


                             MANAGEMENT OF THE FUND

     The  Trustees  and  Officers of the Trust and their  principal  occupations
during the past five years are set forth below.  Except as otherwise  indicated,
the  business  address  of each is  7900  Callaghan  Road,  San  Antonio,  Texas
78229-0467.


     NAME AND                  TRUST
     ADDRESS                  POSITION              PRINCIPAL OCCUPATION
- --------------------        ------------    ------------------------------------

John P. Allen               Trustee         President,    Deposit   Development
5600 San Pedro                              Associates  Inc., a bank  marketing
San Antonio, TX                             firm.  President,   Paragon  Press.
                                            Partner, Rio Cibolo Ranch, Inc.

William A. Fagan, Jr.       Chairman of     Chairman  of the Board of  Trustees
P.O. Box 17903              the Board of    since  January  1,  1989.  Business
San Antonio, TX             Trustees        consultant since 1976.

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                                       10
<PAGE>


     NAME AND                  TRUST
     ADDRESS                  POSITION              PRINCIPAL OCCUPATION
- --------------------        ------------    ------------------------------------

E. Douglas Hodo             Trustee         Chief Executive  Officer of Houston
7706 Fondren                                Baptist  University.  Formerly Dean
Houston, TX                                 and   Professor  of  Economics  and
                                            Finance,   College   of   Business,
                                            University of Texas at San Antonio.

Charles Z. Mann             Trustee         Business  consultant  since January
Turning Point                               1, 1993. Chairman, Bermuda Monetary
13 Knapton Estates                          Authority   from   1986  to   1992.
Rd.                                         Executive    Vice    President   of
Smiths, Bermuda                             International   Median  Limited,  a
HS01                                        private investment holding company,
                                            from  1979 to 1985  and  previously
                                            general  manager  of  Bank  of N.T.
                                            Butterfield   &   Son,    Ltd.,   a
                                            Bermuda-based  bank.   Currently  a
                                            Director of Bermuda  Electric Light
                                            Company,  Ltd.;  Overseas  Imports,
                                            Ltd.;     Tyndall     International
                                            (Bermuda)     Ltd.;    Old    Court
                                            International   Reserves  Ltd.;  XL
                                            Investments     Limited,      Glaxo
                                            (Bermuda) Limited.

W.C.J. van Rensburg         Trustee         Professor of Geological Science and
6010 Sierra Arbor                           Petroleum  Engineering,  University
Court                                       of   Texas   at   Austin.    Former
Austin, TX                                  Associate   Director,   Bureau   of
                                            Economic  Geology,   University  of
                                            Texas. Former Chairman,  Department
                                            of  Geosciences,  West Texas  State
                                            University.     Former    technical
                                            director of South African  Minerals
                                            Bureau   and   British    Petroleum
                                            Professor  of Energy  Economics  at
                                            the   Ran   Afrikaans   University,
                                            Johannesburg, South Africa.
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                                       11
<PAGE>

     NAME AND                  TRUST
     ADDRESS                  POSITION              PRINCIPAL OCCUPATION
- --------------------        ------------    ------------------------------------

Frank E. Holmes*            Trustee,        Chairman of the Board of Directors,
                            President and   and Chief Executive  Officer of the
                            Chief           Advisor  since  October  27,  1989.
                            Executive       President   from  October  1989  to
                            Officer         September    1995.    Director   of
                                            Security  Trust & Financial  Company
                                            ("ST&FC"), a wholly-owned subsidiary
                                            of  Advisor,  since  November  1991.
                                            President,  Chief Executive  Officer
                                            and  Trustee of  Accolade  Funds,  a
                                            Massachusetts     business     trust
                                            consisting of no-load  mutual funds,
                                            since April  1993.  Director of U.S.
                                            Advisors   (Guernsey)   Limited,   a
                                            wholly-owned   subsidiary   of   the
                                            Advisor,  and of the Guernsey  Funds
                                            managed by that Company since August
                                            1993.  Director of  Marleau,  Lemire
                                            Inc.  from  January 1995 to December
                                            1995. Director of Franc-Or Resources
                                            Corp since November  1994.  Director
                                            of  United  Services  Canada,   Inc.
                                            (formerly  United Services  Advisors
                                            Wealth   Management   Corp.)   since
                                            February  1995 and  Chief  Executive
                                            Officer  from   February  to  August
                                            1995.   Trustee   of   Pauze/Swanson
                                            United  Services Funds from November
                                            1993 to February  1996.  Independent
                                            business  consultant  and  financial
                                            adviser  from July  1978 to  October
                                            1989.  From  July  1978  to  October
                                            1989,  held various  positions  with
                                            Merit  Investment   Corporation,   a
                                            Canadian      investment     dealer,
                                            including  the  latest  position  as
                                            Executive  Vice  President-Corporate
                                            Finance.  Formerly  a member  of the
                                            Toronto   Stock   Exchange   Listing
                                            Committee,    Registered   Portfolio
                                            Manager   with  the  Toronto   Stock
                                            Exchange,  and former  President and
                                            Chairman of the  Toronto  Society of
                                            Investment   Dealers    Association.
                                            Formerly   a   Director   of   Merit
                                            Investment Corporation.


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

                                            *  This  Trustee  may be  deemed  an
                                            "interested  person" of the Trust as
                                            defined  in the  Investment  Company
                                            Act of 1940.

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                                       12
<PAGE>

     NAME AND                  TRUST
     ADDRESS                  POSITION              PRINCIPAL OCCUPATION
- --------------------        ------------    ------------------------------------

Bobby D. Duncan             Executive       President  of  the  Advisor   since
                            Vice            September 1995 and Chief  Financial
                            President,      Officer    since    August    1996.
                            Chief           Executive  Vice President and Chief
                            Operating       Financial  Officer  of the  Advisor
                            Officer,        from  October 27, 1989 to September
                            Chief           1995. Chief Operating Officer since
                            Financial       November 1, 1993. President,  Chief
                            Officer         Executive Officer,  Chief Operating
                                            Officer, Chief Financial Officer and
                                            Treasurer   of  the   Advisor   from
                                            January 1, 1989 to October 27, 1989.
                                            Prior to January  1990 held  various
                                            positions with the Trust,  including
                                            Executive Vice President, Treasurer,
                                            Chief  Operating  Officer  and Chief
                                            Financial  Officer.  Served  as sole
                                            Director and Chief Executive Officer
                                            of  USSI  from   September  1988  to
                                            November   1989.   Director  of  A&B
                                            Mailers,  Inc.  since  February 1988
                                            and Chairman since July 1991.  Chief
                                            Executive Officer,  President, Chief
                                            Operating  Officer,  Chief Financial
                                            Officer,  and a  Director  of  USSI.
                                            Director of the Advisor  since 1986.
                                            President  of  ST&FC  since  January
                                            1996.   Director,   Executive   Vice
                                            President,   and   Chief   Financial
                                            Officer of ST&FC from  November 1991
                                            to  March   1994.   Executive   Vice
                                            President,  Chief Financial  Officer
                                            of Accolade  Funds since April 1993.
                                            Vice   President,   Chief  Financial
                                            Officer,      and     Trustee     of
                                            Pauze/Swanson  United Services Funds
                                            from  November  1, 1993 to  February
                                            1996.  President,   Chief  Executive
                                            Officer   and   Trustee   of  United
                                            Services  Insurance  Fund since July
                                            22,   1994.   Director   and   Chief
                                            Financial Officer of United Services
                                            Canada   Inc.    (formerly    United
                                            Services  Advisors Wealth Management
                                            Corp.) since February 1995.

Victor Flores               Executive       Executive  Vice  President,   Chief
                            Vice            Investment  Officer  of  the  Funds
                            President,      since  February   1994.   Portfolio
                            Chief           Manager U.S. Gold Shares Fund since
                            Investment      November  1992 and U.S.  World Gold
                            Officer         Fund since January 1990.  Portfolio
                                            Manager,   U.S.  Global   Resources
                                            Fund, from January 1990 to November
                                            1992.   Vice    President,    Chief
                                            Investment  Officer and Director of
                                            U.S.   Global    Investors,    Inc.
                                            (formerly United Services Advisors,
                                            Inc.) since February 1994. Formerly
                                            Vice President,  Portfolio  Manager
                                            of U.S. Global Investors, Inc.(July
                                            1993-February   1994).   Served  as
                                            Resource  Analyst  for U.S.  Global
                                            Investors  Funds  and  U.S.  Global
                                            Investors,  Inc.  from January 1988
                                            to December 1989.

Susan B. McGee              Vice            Vice President and Secretary of the
                            President,      Trust  from  September  1995.  Vice
                            Secretary       President   and  Secretary  of  the
                                            Advisor since  September  1995. Vice
                                            President   and  Secretary  of  USSI
                                            since September 1995. Vice President
                                            and Assistant  Secretary of Accolade
                                            Funds  since  September  1995.  Vice
                                            President-Operations,  Secretary and
                                            Associate  Counsel  of  ST&FC  since
                                            September  1992  to  present;   Vice
                                            President-Operations  of ST&FC  from
                                            May 1993 to December 1994. Associate
                                            Counsel from August 1994 to present.

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                                       13
<PAGE>

     NAME AND                  TRUST
     ADDRESS                  POSITION              PRINCIPAL OCCUPATION
- --------------------        ------------    ------------------------------------

Thomas D. Tays              Vice             Vice  President - Special  Counsel,
                            President,       Securities Specialist,  Director of
                            Securities       Compliance,  Assistant Secretary of
                            Specialist,      the Advisor from  September 1995 to
                            Director of      present;     Associate     Counsel,
                            Compliance       Assistant  Secretary of the Advisor
                                             from  September  1993 to  September
                                             1995.  Vice  President,  Securities
                                             Specialist,  Director of Compliance
                                             and  Assistant   Secretary  of  USF
                                             since    September    1995.    Vice
                                             President and Secretary of Accolade
                                             Funds  since  September  1995,  was
                                             Assistant  Secretary from September
                                             1994  to   September   1995.   Vice
                                             President,   Secretary   of  United
                                             Services  Insurance Funds from June
                                             1994 to present.  Private  practice
                                             of law from 1990 to August 1993.

Kevin C. White              Chief           Chief  Accounting  Officer  of  the
                            Accounting      Advisor   from   October   1996  to
                            Officer         present.  Chief Accounting  Officer
                                            of USF from October 1996 to present.
                                            Principal   Accounting   Officer  of
                                            Accolade  Funds from  September 1996
                                            to present.  Employee of the Advisor
                                            from   November   1995  to  present.
                                            Closing  Manager  for World  Savings
                                            and  Loan  from   January   1995  to
                                            November    1995.    Controller   of
                                            Swearingen  Aircraft  from  December
                                            1991  to  January  1995.   Financial
                                            Analyst for Fox Photo from  February
                                            1991 to December 1991.

                         PRINCIPAL HOLDERS OF SECURITIES

     As of August 26, 1996,  the officers and trustees of the Fund,  as a group,
owned less then 1% of the  outstanding  shares of the Fund. The Fund is aware of
the following person who owned of record,  or beneficially,  more than 5% of the
outstanding shares of the Fund at August 26, 1996:

     NAME AND ADDRESS                                    TYPE OF
         OF OWNER                     % OWNED           OWNERSHIP
- ----------------------------          -------           ---------

Charles Schwab & Co., Inc.             27.43%           Record(1)
San Francisco, CA 94104-4175

- ------------------------------------
(1) Charles Schwab & Co., Inc., a broker-dealer,  has advised that no individual
client owns more than 5% of the Fund.

                          INVESTMENT ADVISORY SERVICES

     The  investment  adviser  to the  Funds  is  U.S.  Global  Investors,  Inc.
(formerly United Services Advisors,  Inc.) (the "Advisor"), a Texas corporation,
pursuant to an Advisory Agreement dated October 27, 1989. Frank E. Holmes, Chief
Executive Officer and Director of the Advisor,  as well as a Trustee,  President
and Chief

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                                                                         Page 14

                                       14
<PAGE>

Executive  Officer  of  the  Trust,  beneficially  owns  more  than  25%  of the
outstanding  voting  stock of the Advisor and may be deemed to be a  controlling
person of the Advisor.

     In addition to the services described in the Fund's prospectus, the Advisor
will  provide  the Trust with  office  space,  facilities  and  simple  business
equipment, and will provide the services of executive and clerical personnel for
administering  the  affairs  of the Trust.  It will  compensate  all  personnel,
officers and Trustees of the Trust if such persons are  employees of the Advisor
or its  affiliates,  except  that the Trust will  reimburse  the  Advisor  for a
portion of the compensation of the Advisor's employees who perform certain legal
services for the Trust,  including  state  securities law regulatory  compliance
work,  based upon the time spent on such matters for the Trust. The Advisor pays
the expense of printing and mailing  prospectuses  and sales  materials used for
promotional purposes.

     The Trust pays all other expenses for its operations and  activities.  Each
of the funds of the Trust  pays its  allocable  portion of these  expenses.  The
expenses  borne by the Trust  include the charges and  expenses of any  transfer
agents and dividend  disbursing  agents,  custodian  fees,  legal and  auditors'
expenses,   bookkeeping  and  accounting  expenses,  brokerage  commissions  for
portfolio transactions, taxes, if any, the advisory fee, extraordinary expenses,
expenses of issuing and redeeming  shares,  expenses of shareholder  and trustee
meetings,  the expenses of  preparing,  printing and mailing  proxy  statements,
reports and other  communications  to shareholders,  expenses of registering and
qualifying shares for sale, fees of Trustees who are not "interested persons" of
the Advisor,  expenses of  attendance  by officers and Trustees at  professional
meetings  of  the  Investment  Company   Institute,   the  No-Load  Mutual  Fund
Association or similar  organizations,  and membership or organizational dues of
such  organizations,  expenses of preparing and setting in type prospectuses and
periodic reports and expenses of mailing them to current  shareholders,  cost of
fidelity bond premiums,  cost of maintaining the books and records of the Trust,
and any other charges and fees not specifically enumerated.

     For the services and  facilities  provided to the Fund by the Advisor,  the
Fund may pay to the  Advisor  a monthly  fee at the rate of 1/12 of 1.25%  based
upon the monthly  average net assets of the Fund for such  calendar  month.  The
Advisor has voluntarily agreed to bear certain Fund expenses. See the prospectus
section - "The Investment Advisor."

     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  Glass-Steagall  Act
prohibits  banks from  engaging  in the  business  of  underwriting,  selling or
distributing securities. However, in the Advisor's opinion, such laws should not
preclude  a  bank  from  performing  shareholder  administrative  and  servicing
functions as contemplated herein.

     The  securities  laws of certain  states in which  shares of the Trust may,
from time to time,  be qualified  for sale require that the  investment  adviser
reimburse  the  Trust for any  excess of the  Fund's  expenses  over  prescribed
percentages of the Fund's average net assets.  Thus, the Advisor's  compensation
under the  agreements  is subject to  reduction in any fiscal year to the extent
that total expenses of the Fund for such year (including an investment adviser's
compensation  but  exclusive  of  taxes,  brokerage  commissions,  extraordinary
expenses, and other permissible expenses) exceed the most restrictive applicable
expense  limitation  prescribed  by any state in which the  Trust's  shares  are
qualified  for sale.  The  Advisor  may obtain  waivers of these  state  expense
limitations  from time to time.  Such  limitation is currently 2.5% of the first
$30  million of average  net  assets,  2% of the next $70 million of average net
assets and 1.5% of the remaining average net assets.

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                                       15
<PAGE>

     The  Board  of  Trustees  of  the  Trust   (including  a  majority  of  the
"disinterested   Trustees")  recently  approved  continuation  of  the  Advisory
Agreement  through  October 1996. The Advisory  Agreement  provides that it will
continue initially for two years, and from year to year thereafter, with respect
to each Fund, as long as it is approved at least  annually both (I) by a vote of
a majority of the outstanding  voting securities of such Fund (as defined in the
Investment  Company Act of 1940) or by the Board of  Trustees of the Trust,  and
(ii) by a vote of a majority of the Trustees who are not parties to the Advisory
Agreement  or  "interested  persons" of any party  thereto,  cast in person at a
meeting  called  for the  purpose  of  voting  on such  approval.  The  Advisory
Agreement may be terminated on 60 days' written  notice by either party and will
terminate automatically if it is assigned.

     The Trust pays the Advisor a separate  management fee for each Portfolio in
the Trust. Such fee is based on varying  percentages of average net assets.  For
the three fiscal  periods ended June 30, 1994,  June 30, 1995 and June 30, 1996,
the  Trust  incurred  advisory  fees (net of  expenses  paid by the  Advisor  or
voluntary fee waivers) of, $5,021,807 $5,233,507 and $5,216,589, respectively.


                       TRANSFER AGENCY AND OTHER SERVICES

     In addition to the services performed for the funds and the Trust under the
Advisory Agreement,  the Advisor, through its subsidiary USSI, provides transfer
agent and dividend  disbursement  agent services pursuant to the Transfer Agency
Agreement as described in the Fund's prospectus under "Management of the Fund --
The Investment  Advisor." In addition,  lockbox and statement  printing services
are provided by USSI.  The Board of Trustees  approved  the Transfer  Agency and
related  agreements  through  October 31, 1996. For the three fiscal years ended
June 30,  1994,  1995,  and 1996,  the Trust  paid USSI total  transfer  agency,
lockbox  and  printing   fees  of   $2,313,933,   $2,557,846,   and   $2,707,293
respectively.

     USSI also  maintains the books and records of the Trust and of each Fund of
the Trust and calculates  their daily net asset value as described in the Fund's
prospectus  under  "Management  of the Fund -- The  Investment  Advisor."  Total
reimbursements  and fees for such  services for the fiscal years ending June 30,
1994, 1995, and 1996 were $354,278, $502,944, and $499,465 respectively.

     A & B Mailers, Inc., a wholly-owned subsidiary of the Advisor, provides the
Trust with certain mail  handling  services.  The charges for such  services are
compared to bids from  competitive  services on a periodic basis by the Board of
Trustees. Each service is priced separately.


                      ADDITIONAL INFORMATION ON REDEMPTIONS

     SUSPENSION  OF  REDEMPTION  PRIVILEGES:  The Trust may  suspend  redemption
privileges  or postpone the date of payment for up to seven days,  but cannot do
so for more than seven days after the redemption order is received except during
any period (1) when the NYSE is closed, other than customary weekend and holiday
closings,  or  trading  on the  Exchange  is  restricted  as  determined  by the
Securities and Exchange  Commission  ("SEC"),  (2) when an emergency  exists, as
defined by the SEC, which makes it not reasonably  practicable  for the Trust to
dispose  of  securities  owned by it or  fairly  to  determine  the value of its
assets, or (3) as the SEC may otherwise permit.

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                                                                         Page 16

                                       16
<PAGE>

                         CALCULATION OF PERFORMANCE DATA

TOTAL RETURN

     The Fund may advertise  performance in terms of average annual total return
for 1-, 5- and 10-year periods,  or for such lesser periods as the Fund has been
in  existence.  Average  annual  total return is computed by finding the average
annual compounded rates of return over the periods that would equate the initial
amount  invested to the ending  redeemable  value,  according  to the  following
formula:

                          P(1 + T)n = ERV

           Where:   P   = a hypothetical initial payment of $1,000
                    T   = average annual total return
                    n   = number of years
                    ERV = ending  redeemable  value  of  a  hypothetical  $1,000
                          payment  made at the  beginning  of the 1-,  5- or 10-
                          year periods at the end of the year or period.

     The  calculation  assumes all charges are deducted from the initial  $1,000
payment and assumes all dividends and  distributions  by the Fund are reinvested
at the price  stated in the  prospectus  on the  reinvestment  dates  during the
period,  and includes  all  recurring  fees that are charged to all  shareholder
accounts.

     The rate of  return  for the Fund for the year  ended  June 30,  1996,  was
(2.07%).

NONSTANDARDIZED TOTAL RETURN

     The Fund may provide the above described  standard total return results for
a period which ends as of not earlier than the most recent calendar  quarter end
and which begins either twelve months before or at the time of  commencement  of
the Fund's operations.  In addition, the Fund may provide  nonstandardized total
return  results for differing  periods,  such as for the most recent six months.
Such  nonstandardized  total  return is computed as  otherwise  described  under
"Total Return" except that no annualization is made.

EFFECT OF FEE WAIVER AND EXPENSE REIMBURSEMENT

     All  calculations of performance data in this section reflect the Advisor's
fee waivers or reimbursement  of a portion of the Fund's  expenses,  as the case
may be. See "Management of The Fund(s)" in the prospectus.


                                   TAX STATUS

TAXATION OF THE FUND--IN GENERAL

     As stated in its  prospectus,  the Fund  intends to qualify as a "regulated
investment  company" under Subchapter M of the Internal Revenue Code of 1986, as
amended  (the  "Code").  Accordingly,  the Fund will not be liable  for  Federal
income  taxes on its taxable net  investment  income and capital gain net income
that are  distributed  to  shareholders,  provided that the Fund  distributes at
least 90% of its net investment  income and net short-term  capital gain for the
taxable year.

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             Statement of Additional Information - China Region Opportunity Fund
                                                                         Page 17

                                       17
<PAGE>

     To qualify as a regulated  investment  company,  the Fund must, among other
things,  (a) derive in each  taxable  year at least 90% of its gross income from
dividends,  interest,  payments with respect to securities loans, gains from the
sale or other disposition of stock,  securities or foreign currencies,  or other
income  derived  with  respect  to its  business  of  investing  in such  stock,
securities or currencies (the "90% test");  (b) derive in each taxable year less
than 30% of its  gross  income  from the sale or other  disposition  of stock or
securities held less than three months (the "30% test"), and (c) satisfy certain
diversification  requirements at the close of each quarter of the Fund's taxable
year.

     The Code imposes a non-deductible  4% excise tax on a regulated  investment
company that fails to distribute,  during each calendar year, an amount equal to
the sum of (1) at least 98% of its ordinary income for the calendar year, (2) at
least 98% of its capital gain net income for the  twelve-month  period ending on
October 31 of the calendar year and (3) any portion of the respective balance of
ordinary  income or  capital  gain net  income  of the  prior  year that was not
previously  distributed.  The Fund  intends  to make such  distributions  as are
necessary to avoid imposition of this excise tax.

TAXATION OF THE FUND'S INVESTMENTS

     The Fund's ability to make certain investments may be limited by provisions
of the Code that require inclusion of certain  unrealized gains or losses in the
Fund's  income for purposes of the 90% test,  the 30% test and the  distribution
requirements  of the  Code,  and by  provisions  of the Code  that  characterize
certain  income or loss as ordinary  income or loss rather than  capital gain or
loss.  Such  recognition,  characterization  and timing rules generally apply to
investments in certain forward currency  contracts,  foreign currencies and debt
securities denominated in foreign currencies.

TAXATION OF THE SHAREHOLDER

     Taxable  distributions  generally  are  included in a  shareholder's  gross
income for the  taxable  year in which  they are  received.  However,  dividends
declared in October,  November or December and made payable to  shareholders  of
record in such a month will be deemed to have been  received on December 31 if a
Fund pays the dividends during the following January.

     Distributions  by the Fund will  result in a  reduction  in the fair market
value of the Fund's shares.  Should a distribution  reduce the fair market value
below a  shareholder's  cost  basis,  such  distribution  nevertheless  would be
taxable to the  shareholder as ordinary  income or long-term  capital gain, even
though,  from an investment  standpoint,  it may  constitute a partial return of
capital.  In  particular,  investors  should  be  careful  to  consider  the tax
implications  of buying  shares of the Fund just  prior to a  distribution.  The
price  of such  shares  purchased  at  that  time  includes  the  amount  of any
forthcoming  distribution.  Those  investors  purchasing  the Fund's shares just
prior to a  distribution  may receive a return of investment  upon  distribution
which will nevertheless be taxable to them.

     A  shareholder  of the Fund  should be aware  that a  redemption  of shares
(including  any exchange into another  United  Services Fund) is a taxable event
and, accordingly,  a capital gain or loss may be recognized. If a shareholder of
the Fund receives a distribution  taxable as long-term capital gain with respect
to shares of the Fund and redeems or  exchanges  shares  before he has held them
for more than six months,  any loss on the redemption or exchange (not otherwise
disallowed as  attributable to an  exempt-interest  dividend) will be treated as
long-term capital loss to the extent of any long-term capital gain recognized.

- --------------------------------------------------------------------------------
             Statement of Additional Information - China Region Opportunity Fund
                                                                         Page 18

                                       18
<PAGE>

OTHER TAX CONSIDERATIONS

     Distributions to shareholders may be subject to additional state, local and
non-U.S.  taxes,  depending  on each  shareholder's  particular  tax  situation.
Shareholders  subject to tax in certain  states may be exempt from state  income
tax on  distributions  made by the Fund to the  extent  such  distributions  are
derived from interest on direct  obligations  of the United  States  Government.
Shareholders  are advised to consult  their own tax advisers with respect to the
particular tax consequences to them of an investment in shares of the Fund.

                                    CUSTODIAN

     Bankers  Trust  Company  acts as  custodian  for the Fund and,  pursuant to
sub-custodian agreements, the Fund will maintain its foreign securities and cash
in the  custody of  certain  eligible  non-United  States  banks and  securities
depositories.  Services with respect to the retirement accounts will be provided
by Security  Trust and Financial  Company of San Antonio,  Texas, a wholly-owned
subsidiary of the Advisor.


                             INDEPENDENT ACCOUNTANT

     Price  Waterhouse LLP, One Riverwalk  Place,  Ste. 900, San Antonio,  Texas
78205 serves as the independent accountants for the Trust.


                              FINANCIAL STATEMENTS

     The Fund was  established  on  October  20,  1993.  The  audited  financial
statement for the year ended June 30, 1996 is herein  incorporated  by reference
from the Annual  Report to  Shareholders  of that date which has been  delivered
with this Statement of Additional  Information [unless previously  provided,  in
which event the Trust will promptly  provide another copy, free of charge,  upon
request to: U.S.  Global  Investors,  Inc., P.O. Box 29467,  San Antonio,  Texas
78229-0467, 1-800-873-8637 or (210) 308-1234].

- --------------------------------------------------------------------------------
             Statement of Additional Information - China Region Opportunity Fund
                                                                         Page 19

                                       19
<PAGE>


                           U.S. GLOBAL INVESTORS FUNDS

                          CHINA REGION OPPORTUNITY FUND

                        FEBRUARY 24, 1997, SUPPLEMENT TO
                        PROSPECTUS DATED NOVEMBER 1, 1996


                                   NAME CHANGE

To symbolize  more  exactly our funds'  participation  in  worldwide  economies,
United Services Funds has changed its name to U.S. GLOBAL INVESTORS FUNDS.

We will continue our tradition of excellent service and maximum earnings for our
shareholders.  THE  FUNDS  THEMSELVES  WILL NOT  CHANGE  INVESTMENT  OBJECTIVES,
PORTFOLIO  MANAGERS OR NAME -- the trust's name,  however,  now  illustrates our
best qualities and potential for profit.

                     FUTURES CONTRACTS AND OPTIONS--PAGE 16

On occasion  the U.S.  Global  Investors  Funds-China  Region  Opportunity  Fund
("China Fund") attracts significant  shareholder  purchases.  When this happens,
the China Fund may temporarily  experience large uninvested cash balances.  When
the Advisor  anticipates a rising  market,  the China Fund may  establish  "Bull
Hedges" (also called "Anticipatory  Hedges") to remain more fully invested until
the Fund can make suitable  investments in individual equity  securities.  These
transactions may include purchasing financial futures contracts, purchasing call
options and selling put options.  The Fund will invest in such  instruments only
for hedging purposes.

                                       20
<PAGE>

                           U.S. GLOBAL INVESTORS FUNDS

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


                        FEBRUARY 24, 1997, SUPPLEMENT TO
                        PROSPECTUS DATED NOVEMBER 1, 1996


                                   NAME CHANGE

To symbolize  more  exactly our funds'  participation  in  worldwide  economies,
United Services Funds has changed its name to U.S. GLOBAL INVESTORS FUNDS.

We will continue our tradition of excellent service and maximum earnings for our
shareholders.  THE  FUNDS  THEMSELVES  WILL NOT  CHANGE  INVESTMENT  OBJECTIVES,
PORTFOLIO  MANAGERS OR NAME -- the name of the trust,  however,  now illustrates
our best qualities and potential for profit.

                                       21
<PAGE>

                           U.S. GLOBAL INVESTORS FUNDS

                              U.S. GOLD SHARES FUND
                           U.S. GLOBAL RESOURCES FUND
                              U.S. WORLD GOLD FUND

                        FEBRUARY 24, 1997, SUPPLEMENT TO
                        PROSPECTUS DATED NOVEMBER 1, 1996


                                   NAME CHANGE

To symbolize  more  exactly our funds'  participation  in  worldwide  economies,
United Services Funds has changed its name to U.S. GLOBAL INVESTORS FUNDS.

We will continue our tradition of excellent service and maximum earnings for our
shareholders.  THE  FUNDS  THEMSELVES  WILL NOT  CHANGE  INVESTMENT  OBJECTIVES,
PORTFOLIO  MANAGERS OR NAME -- the name of the trust,  however,  now illustrates
our best qualities and potential for profit.


                                       22
<PAGE>

                           U.S. GLOBAL INVESTORS FUNDS

                       U.S. TREASURY SECURITIES CASH FUND
                     U.S. GOVERNMENT SECURITIES SAVINGS FUND

                        FEBRUARY 24, 1997, SUPPLEMENT TO
                        PROSPECTUS DATED NOVEMBER 1, 1996


                                   NAME CHANGE

To symbolize  more  exactly our funds'  participation  in  worldwide  economies,
United Services Funds has changed its name to U.S. GLOBAL INVESTORS FUNDS.

We will continue our tradition of excellent service and maximum earnings for our
shareholders.  THE  FUNDS  THEMSELVES  WILL NOT  CHANGE  INVESTMENT  OBJECTIVES,
PORTFOLIO  MANAGERS OR NAME -- the name of the trust,  however,  now illustrates
our best qualities and potential for profit.

                                       23
<PAGE>

                           U.S. GLOBAL INVESTORS FUNDS

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

                        FEBRUARY 24, 1997, SUPPLEMENT TO
                        PROSPECTUS DATED NOVEMBER 1, 1996


                                   NAME CHANGE

To symbolize  more  exactly our funds'  participation  in  worldwide  economies,
United Services Funds has changed its name to U.S. GLOBAL INVESTORS FUNDS.

We will continue our tradition of excellent service and maximum earnings for our
shareholders.  THE  FUNDS  THEMSELVES  WILL NOT  CHANGE  INVESTMENT  OBJECTIVES,
PORTFOLIO  MANAGERS OR NAME -- the name of the trust,  however,  now illustrates
our best qualities and potential for profit.

                                       24
<PAGE>

                           U.S. GLOBAL INVESTORS FUNDS

                          U.S. ALL AMERICAN EQUITY FUND

                        FEBRUARY 24, 1997, SUPPLEMENT TO
                        PROSPECTUS DATED NOVEMBER 1, 1996


                                   NAME CHANGE

To symbolize  more  exactly our funds'  participation  in  worldwide  economies,
United Services Funds has changed its name to U.S. GLOBAL INVESTORS FUNDS.

We will continue our tradition of excellent service and maximum earnings for our
shareholders.  THE  FUNDS  THEMSELVES  WILL NOT  CHANGE  INVESTMENT  OBJECTIVES,
PORTFOLIO  MANAGERS OR NAME -- the name of the trust,  however,  now illustrates
our best qualities and potential for profit.


                                       25
<PAGE>


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