US GLOBAL INVESTORS FUNDS
485APOS, 1997-09-02
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                                                        REGISTRATION NO. 2-35439

                                                       REGISTRATION NO. 811-1800

================================================================================

            SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

                                    FORM N-1A

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           Pre-Effective Amendment No.
                         Post-Effective Amendment No. 80
                        (Check appropriate box or boxes)

                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940

                                Amendment No. 80

                           U.S. GLOBAL INVESTORS FUNDS
               (Exact Name of Registrant as Specified in Charter)

                               7900 Callaghan Road
                            San Antonio, Texas 78229
                     (Address of Principal Executive Office)

       Registrant's Telephone Number, including Area Code: (210) 308-1234

                           Frank E. Holmes, President
                           U.S. Global Investors Funds
                               7900 Callaghan Road
                            San Antonio, Texas 78229
                     (Name and Address of Agent for Service)

================================================================================

It is proposed that this filing will become effective (check appropriate box)

     /   /   immediately upon filing pursuant to paragraph (b)

     /   /   on (date) pursuant to paragraph (b)

     / X /   60 days after filing pursuant to paragraph (a)(i)

     / X /   on November 1, 1997, pursuant to paragraph (a)(i)

     /   /   75 days after filing pursuant to paragraph (a)(ii)

     /   /   on (date) pursuant to paragraph (a)(ii) of rule 485.

If appropriate, check the following box:

     /   /   this  post-effective  amendment  designates a new effective date
             for a previously filed post-effective amendment.

The Registrant  hereby declares that,  pursuant to Rule 24f-2  promulgated under
the Investment Company Act of 1940, an indefinite number of shares of beneficial
interest, no par value, in U.S. Gold Shares Fund, U.S. All American Equity Fund,
U.S. Treasury  Securities Cash Fund, U.S. Global Resources Fund, U.S. World Gold
Fund, U.S. Income Fund, U.S.  Government  Securities Savings Fund, U.S. Tax Free
Fund, U.S. Real Estate Fund, United Services  Near-Term Tax Free Fund, and China
Region  Opportunity Fund have previously been registered.  The Rule 24f-2 Notice
for the most recent  fiscal  year of U.S.  Global  Investors  Funds was filed on
August 29, 1997.


===================================  PART A  ===================================
PROSPECTUS
NOVEMBER 1, 1997

This prospectus gives vital  information about these no-load funds. FOR YOUR OWN
BENEFIT AND  PROTECTION,  PLEASE READ IT BEFORE YOU INVEST,  AND KEEP IT ON HAND
FOR FUTURE REFERENCE.

You can find more detailed  information  in the current  Statement of Additional
Information (SAI) dated November 1, 1997. For a free copy, call  1-800-US-FUNDS.
The SAI has been  filed  with the  Securities  and  Exchange  Commission  and is
incorporated into this prospectus by reference.

Please note that these funds:

O    ARE NOT GOVERNMENT GUARANTEED

O    MAY NOT BE ABLE TO  MAINTAIN A STABLE $1 SHARE PRICE  (ONLY  APPLICABLE  TO
     GOVERNMENT MONEY MARKET FUNDS)

LIKE ALL  MUTUAL  FUND  SHARES,  THESE  SECURITIES  HAVE NOT  BEEN  APPROVED  OR
DISAPPROVED BY THE SECURITIES  AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES
COMMISSION,  NOR  HAS  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR ANY  STATE
SECURITIES  COMMISSION  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

U.S. GLOBAL INVESTORS FUNDS
P. O. Box 781234
San Antonio, Texas 78278-1234

PHONE: 1-800-US-FUNDS

INTERNET: http://www.usfunds.com

Page 1 Overview

<PAGE>

Gold And Natural Resources Funds

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

Equity Funds

U.S. REAL ESTATE FUND
U.S. ALL AMERICAN EQUITY FUND
U.S. INCOME FUND
CHINA REGION OPPORTUNITY FUND

Tax-Free Funds

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

Government Money Market Funds

U.S. GOVERNMENT SECURITIES SAVINGS FUND

U.S. TREASURY SECURITIES CASH FUND

Page 2 Overview


<PAGE>

CONTENTS

                            Overview........................................3


A LOOK AT                   Investor expenses...............................4
EXPENSES AND                  Shareholder transaction expenses............4
FINANCIAL HISTORY.            Annual fund operating expenses..............5
                              Example.....................................6
                              Financial highlights........................7


A FUND-BY-FUND              Investment objectives & policies...............19
REVIEW OF                   Common investment practices....................24
INVESTMENT GOALS,           Risk considerations............................27
STRATEGIES, RISKS.          Strategic transactions.........................31


INSTRUCTIONS AND            Your account...................................33
POLICIES FOR                  Buying shares................................33
OPENING,                      Exchanging between funds.....................35
MAINTAINING AND               Selling (redeeming) shares...................35
CLOSING AN      
ACCOUNT.                    Transaction policies...........................38
                              Valuation of shares
                              Execution of requests
                              Trader's fee paid to the fund
                              Telephone transactions

                            Dividends and account policies.................39
                               Account statements
                               Dividend reinvestment
                               Taxability of dividends
                               Taxability of transactions
                               Performance information
                               Small accounts


DETAILS THAT APPLY          Fund details...................................41
TO THE FUNDS AS A              How the funds are organized
GROUP.                         The management  firm (the  adviser) 
                               The transfer  agent 
                               Other service providers

                            For more information...........................42
                              Reports to shareholders
                              Statement of additional information (SAI)



Page 2 Contents


<PAGE>



U.S.  Global  Investors  Funds are  designed  to make  available  to mutual fund
investors  the  expertise  of  the  investment   professionals  at  U.S.  Global
Investors,  Inc., the adviser.  The adviser is the organization  employed by the
funds to give  professional  advice  on its  investments  and  asset  management
practices.

GOLD & NATURAL RESOURCES FUNDS

U.S. Global offers three gold and natural resources funds

o    U.S. Gold Shares Fund
    (Gold Shares Fund)

o    U.S. World Gold Fund
    (World Gold Fund)

o    U.S. Global Resources Fund
    (Global Resources Fund)

EQUITY FUNDS

U.S. Global Investors offers four diversified equity funds:

o    China Region Opportunity Fund (China Region Fund)

o    U.S. All American Equity Fund
    (All American Fund)

o    U.S. Income Fund
    (Income Fund)

o    U.S. Real Estate Fund
    (Real Estate Fund)

TAX-FREE FUNDS

U.S. Global offers two tax-free funds:

o    U.S. Tax Free Fund
    (Tax Free Fund)

o    United Services Near-Term Tax Free Fund
    (Near-Term Tax Free Fund)

GOVERNMENT MONEY MARKET FUNDS

U.S. Global Investors  offers two money market funds that invest  exclusively in
government securities.

o    U.S. Government Securities Savings Fund
     (Government Savings Fund)

o    U.S. Treasury Securities Cash Fund 
     (Treasury Cash Fund)


<PAGE>


INVESTOR EXPENSES

The figures below summarize an investor's maximum transaction costs and expenses
for the most recent fiscal year.

Future expenses may be greater or less.

    SHAREHOLDER TRANSACTION EXPENSES

    Maximum sales charge ...........................  None

    Redemption fee (Does not include wire ..........  None
    redemption fee--currently $10)

    Deferred sales charge ..........................  None

    Administrative exchange fee ....................  $5

    Account closing fee (does not apply to .........  $10
    exchanges)

    Trader's fee (paid if shares are redeemed or
    exchanged before a required number of
    calendar days)

    o  Gold and  natural  resource  fund  shares ...  0.25%
       held  less than 14 days

    o  Income Fund, Real Estate Fund, All ..........  0.10%
       American Fund shares held less than 14
       days

    o  China Region Fund shares held less than .....  1.00%
       180 days

    o  Tax-free and government money market ........  None
       fund shares                                    

<TABLE>
<CAPTION>

  ANNUAL FUND OPERATING EXPENSES (1)

                                          GLOBAL          GOLD          WORLD
  GOLD AND NATURAL                       RESOURCES       SHARES         GOLD
  RESOURCES FUNDS                          FUND           FUND          FUND
  ---------------------------------      ---------       ------         -----
  <S>                                    <C>             <C>            <C>  
  Management fee                           0.00%          0.00%         0.00%
  Other expenses                           0.00%          0.00%         0.00%
  TOTAL FUND OPERATING EXPENSES            0.00%          0.00%         0.00%
  NET EXPENSES AFTER REDUCTIONS            0.00%          0.00%         0.00%

                                           CHINA           ALL          REAL
                                          REGION        AMERICAN       ESTATE       INCOME
  EQUITY FUNDS                             FUND           FUND*         FUND         FUND
  ---------------------------------      ---------       ------         -----       ------
  <S>                                    <C>             <C>            <C>         <C>
  Management fee                           0.00%          0.00%         0.00%       0.00%
  Other expenses                           0.00%            --          0.00%       0.00%
  TOTAL FUND OPERATING EXPENSES            0.00%          0.00%         0.00%       0.00%
  NET EXPENSES AFTER REDUCTIONS            0.00%          0.00%         0.00%       0.00%

  * The adviser has guaranteed that fund operating  expenses will not exceed 0.70%
    until June 30, 1998, or such later date as the adviser may determine.

                                       
                                                                        GOVERN-              
  TAX-FREE AND                                            NEAR-TERM      MENT      TREASURY 
  GOVERNMENT                               TAX FREE       TAX FREE *    SAVINGS      CASH   
  MONEY MARKET FUNDS                         FUND *          FUND        FUND *      FUND                                           
  ---------------------------------      ---------       ------         -----       -----
  <S>                                    <C>             <C>            <C>         <C>
  Management fee                           0.00%          0.00%         0.00%       0.00%
  Other expenses                            --             --           0.00%       0.00%
  TOTAL FUND OPERATING EXPENSES            0.00%          0.00%         0.00%       0.00%
  NET EXPENSES AFTER REDUCTIONS            0.00%          0.00%         0.00%       0.00%

  *  The adviser has  guaranteed  that fund  operating  expenses will not exceed
     0.70%  for the Tax Free and  Near-Term  Tax Free  Funds  and  0.40% for the
     Government  Savings  Fund  until June 30,  1998,  or such later date as the
     adviser may determine.
<FN>

  (1) AS A PERCENTAGE OF AVERAGE NET ASSETS.

</FN>
</TABLE>


Page 7 Investor expenses


<PAGE>


<TABLE>
<CAPTION>

   EXAMPLE
                                           GLOBAL          GOLD         WORLD
   GOLD AND NATURAL                      RESOURCES        SHARES        GOLD
   RESOURCES FUNDS                          FUND           FUND         FUND
   ----------------                      ---------        ------       ------
   <S>                                     <C>             <C>          <C>
   1 year                                   $00             $00          $00
   3 years                                  $00             $00          $00
   5 years                                  $00             $00          $00
   10 years                                $000            $000         $000

                                           CHINA            ALL         REAL
                                           REGION        AMERICAN      ESTATE       INCOME
   EQUITY FUNDS                             FUND           FUND         FUND         FUND
   ----------------                      ---------        ------       ------       ------
   <S>                                      <C>            <C>          <C>          <C>
   1 year                                   $00             $00          $00          $00
   3 years                                  $00             $00          $00          $00
   5 years                                  --             $000         $000         $000
   10 years                                 --             $000         $000         $000

                                                                       GOVERN-
   TAX-FREE AND                                         NEAR-TERM       MENT       TREASURY
   GOVERNMENT MONEY                      TAX FREE       TAX FREE       SAVINGS      SAVINGS
   MARKET FUNDS                            FUND           FUND          FUND         FUND
   ----------------                      ---------        ------       ------       ------
   <S>                                     <C>             <C>          <C>          <C>
   1 year                                  0.00%           0.00%        0.00%         --
   3 years                                 0.00%           0.00%        0.00%         --
   5 years                                 0.00%           0.00%        0.00%         --
   10 years                                0.00%           0.00%        0.00%         --
<FN>
     NOTES:

     THESE ESTIMATES INCLUDE AN ACCOUNT CLOSING FEE OF $10 FOR EACH PERIOD.  THE
     ALL AMERICAN FUND ALSO INCLUDES ACCOUNT  MAINTENANCE FEES OF $12, $36, $60,
     AND $120, RESPECTIVELY, FOR THE PERIODS SHOWN.

     THE ACCOUNT CLOSING AND MAINTENANCE  FEES ARE FLAT CHARGES THAT DO NOT VARY
     WITH THE SIZE OF YOUR INVESTMENT.  THEREFORE,  FOR INVESTMENTS  LARGER THAN
     $1,000, TOTAL EXPENSES WILL BE MUCH LOWER THAN THIS EXAMPLE IMPLIES.

     IN  CONFORMANCE  WITH SEC  REGULATIONS,  THE  EXAMPLE  IS BASED ON A $1,000
     INVESTMENT;  HOWEVER, THE FUND'S MINIMUM INVESTMENT IS $5,000. IN PRACTICE,
     A $1,000  ACCOUNT WOULD BE ASSESSED A MONTHLY  $1.00 SMALL ACCOUNT  CHARGE,
     WHICH IS NOT REFLECTED IN THE EXAMPLE. SEE "SMALL ACCOUNTS" SECTION.

     THE EXAMPLE DOES NOT REPRESENT PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY
     BE MORE OR LESS THAN THOSE SHOWN.
</FN>
</TABLE>

Page 8 Investor expenses


<PAGE>


FINANCIAL HIGHLIGHTS

The figures below have been audited by the funds'  independent  auditors,  Price
Waterhouse  LLP.  Related  financial  statements  and the report of  independent
accountants are included in the June 30, 1997 ANNUAL REPORT TO SHAREHOLDERS  and
are  incorporated  by reference into the Statement o,f  Additional  Information.
Selected  data for a capital  share  outstanding  throughout  each year is shown
below.

<TABLE>
<CAPTION>

U.S. TREASURY SECURITIES CASH

For a capital share outstanding during
each year ended June 30,                     1997        1996         1995         1994         1993         1992         1991     
- ---------------------------------------------------------------------------------------------------------------------------------   
NET ASSET VALUE, BEGINNING OF YEAR       $      0.00 $      1.00  $      1.00  $      1.00  $      1.00  $      1.00  $      1.00  
- ---------------------------------------------------------------------------------------------------------------------------------   
<S>                                      <C>         <C>          <C>          <C>          <C>          <C>          <C>          
Investment Activities
     Net investment income                      0.00        0.04         0.04         0.02         0.02         0.04         0.06  
Distributions
     From net investment income                 0.00       (0.04)       (0.04)       (0.02)       (0.02)       (0.04)       (0.06) 

- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR             $      0.00 $      1.00  $      1.00  $      1.00  $      1.00  $      1.00  $      1.00  
- ---------------------------------------------------------------------------------------------------------------------------------   

TOTAL RETURN (EXCLUDING ACCOUNT FEES)           0.00%       4.54%        4.43%        2.38%        2.46%        4.33%        6.69% 
Ratios to Average Net Assets (a):
     Net investment income                      0.00%       4.42%        4.32%        2.38%        2.41%        4.30%        6.96% 
     Total expenses                             0.00%       1.03%        0.97%        0.96%        1.14%        1.11%        1.04% 
     Expenses reimbursed or offset           --          --           --       -0.03%       -0.15%       -0.23%       -0.31%       
     Net expenses                               0.00%       1.03%        0.97%        0.93%        0.99%        0.88%        0.73% 

Net assets, end of year (in thousands)   $      0    $188,844     $190,373     $164,708     $142,888     $150,192     $155,849     



For a capital share outstanding during
each year ended June 30,                  1990         1989         1988        
- ----------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR    $      1.00  $      1.00  $      1.00     
- ----------------------------------------------------------------------------

Investment Activities                                                           
     Net investment income                                                      
Distributions                                0.08         0.08         0.06     
     From net investment income                                                 
                                            (0.08)       (0.08)       (0.06)    
- ----------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR          $      1.00  $      1.00  $      1.00     
- ----------------------------------------------------------------------------                                      

TOTAL RETURN (EXCLUDING ACCOUNT FEES)                                           
Ratios to Average Net Assets (a):            7.91%        7.94%        6.07%    
     Net investment income                                                      
     Total expenses                          7.67%        7.67%        5.85%    
     Expenses reimbursed or offset           1.00%        1.00%        0.68%    
     Net expenses                           -0.30%       -0.30%           --          
                                             0.70%        0.70%        0.68%    
Net assets, end of year (in thousands)   $162,988     $170,960     $158,883        
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

U.S. GOVERNMENT SECURITIES SAVINGS

For a capital share outstanding
during each year ended June 30,              1997        1996         1995         1994         1993         1992         1991     
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR       $      0.00 $      1.00  $      1.00  $      1.00  $      1.00  $      1.00  $      1.01  
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>         <C>          <C>          <C>          <C>          <C>          <C>          
Investment Activities
     Net investment income                      0.00        0.05         0.05         0.03         0.04         0.05         0.08  
     Net realized and unrealized
     gain (loss)                                  --          --        (0.01)         --           --           --         (0.02) 
Total from investment activities                0.00        0.05         0.04         0.03         0.04         0.05         0.06   
Distributions
     From net investment income                 0.00       (0.05)       (0.05)       (0.03)       (0.04)       (0.05)       (0.07) 
     From net realized gains                      --          --           --           --           --           --           --   
Total distributions                             0.00       (0.05)       (0.05)       (0.03)       (0.04)       (0.05)       (0.07) 
Capital contribution from manager                 --          --         0.01           --           --           --           --   

- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR             $      0.00 $      1.00  $      1.00  $      1.00  $      1.00  $      1.00  $      1.00  
- -----------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN (EXCLUDING ACCOUNT FEES)           0.00%       5.34%        5.09% **     3.34%        3.79%        5.30%        5.47% 
Ratios to Average Net Assets (a):
     Net investment income                      0.00%       5.28%        5.03%        3.34%        3.61%        5.02%        6.24% 
     Total expenses                             0.00%       0.71%        0.68%        0.71%        0.81%        1.04%        1.84% 
     Expenses reimbursed or offset              0.00%      -0.45%       -0.45%       -0.55%       -0.62%       -1.04%       -1.37%  
     Net expenses                               0.00%       0.26%        0.23%        0.16%        0.19%          --         0.47% 

Net assets, end of year (in thousands)   $      0    $   588,409     $529,372     $610,229     $445,418     $117,092     $ 22,291   



For a capital share outstanding          
during each year ended June 30,            1990*        1989*        1988*    
- ----------------------------------------------------------------------------  
NET ASSET VALUE, BEGINNING OF YEAR     $      1.03  $      1.01  $      1.02  
- ----------------------------------------------------------------------------  
                                                                              
Investment Activities                                                         
     Net investment income                    0.07         0.08         0.09  
     Net realized and unrealized                                              
     gain (loss)                             (0.01)        0.02      --       
Total from investment activities              0.06         0.10         0.09  
Distributions                                                                 
     From net investment income              (0.08)       (0.08)       (0.09) 
     From net realized gains               --           --             (0.01) 
Total distributions                          (0.08)       (0.08)       (0.10) 
Capital contribution from manager          --           --           --       
                                                                              
- ----------------------------------------------------------------------------  
NET ASSET VALUE, END OF YEAR           $      1.01  $      1.03  $      1.01  
- ----------------------------------------------------------------------------  
                                                                              
TOTAL RETURN (EXCLUDING ACCOUNT FEES)         6.70%       10.69%        8.79% 
Ratios to Average Net Assets (a):                                             
     Net investment income                    7.07%        8.15%        8.78% 
     Total expenses                           2.17%        1.95%        1.82% 
     Expenses reimbursed or offset         --             -0.82%       -1.82%       
     Net expenses                             2.17%        1.13%     --       
                                                                              
Net assets, end of year (in thousands) $     4,992     $  6,507     $  6,753     
                                       

*    Adjusted to reflect a  9.24482-for-1  stock  split as of October 31,  1990.
     Prior to the split the fund was not a constant $1.00 fund.

**   Total return includes the effect of a voluntary capital contribution by the
     Manager; otherwise the return would have been 4.19%.
                                                                                    
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

UNITED SERVICES NEAR-TERM TAX FREE

For a capital share outstanding
during each year ended June 30,                    1997         1996        1995         1994        1993         1992        1991*
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR             $     0.00  $    10.47  $    10.39  $     10.74  $    10.42  $      9.88  $    10.00
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>         <C>         <C>         <C>          <C>         <C>          <C>       
Investment Activities
     Net investment income                           0.00        0.47        0.45         0.43        0.61         0.62        0.27
     Net realized and unrealized gain (loss)         0.00       (0.09)       0.06        (0.21)       0.31         0.56       (0.12)
Total from investment activities                     0.00        0.38        0.51         0.22        0.92         1.18        0.15
Distributions 
     From net investment income:
        Tax exempt                                   0.00       (0.39)      (0.43)       (0.35)      (0.59)       (0.62)      (0.22)
        Taxable                                     (0.08)                --             (0.09)    --           --            (0.05)
     In excess of net investment income           --          --          --             (0.07)    --             (0.02)    --
     From net realized gains                      --          --          --           --            (0.01)     --          --
     In excess of net realized gains              --          --          --             (0.06)    --           --          --
Total distributions                                  0.00       (0.47)      (0.43)       (0.57)      (0.60)       (0.64)      (0.27)

- ----------------------------------------------------------------------------------------------------------------------------------- 
NET ASSET VALUE, END OF YEAR                   $     0.00  $    10.38  $    10.47  $     10.39  $    10.74  $     10.42  $     9.88
- -----------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN (EXCLUDING ACCOUNT FEES)                0.00%       3.68%       5.02%        2.03%       9.10%       12.25%       2.66%
Ratios to Average Net Assets (b):
     Net investment income                           0.00%       4.41%       4.25%        4.34%       5.73%        6.30%       6.07%
     Total expenses                                  0.00%       1.75%       1.62%        1.80%       2.55%        3.02%       6.98%
     Expenses reimbursed or offset                   0.00%      -1.23%      -1.42%       -1.80%      -2.55%       -3.02%      -6.98%
     Net expenses                                    0.00%       0.52%       0.20%         --          --           --          --
Portfolio turnover rate                              0%            83%         53%          69%        140%          45%         42%

Net assets, end of year (in thousands)         $     0     $    6,545     $ 7,128     $  9,190     $  1,775


*    For the period December 1, 1990,  commencement of operations,  through June
     30, 1991.
                                                                                     
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

U.S. TAX FREE

For a capital share outstanding
during each year ended June 30,                    1997        1996          1995          1994          1993          1992  
- -----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR             $    0.00  $    11.55  $      11.40  $      12.16  $      11.69  $      11.31 
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>        <C>         <C>           <C>           <C>           <C>          
Investment Activities
     Net investment income                          0.00        0.59          0.64          0.67         0.66          0.62  
     Net realized and unrealized gain (loss)        0.00        0.01          0.18         (0.56)        0.47          0.59  
Total from investment activities                    0.00        0.60          0.82          0.11         1.13          1.21  
Distributions 
     From net investment income:
        Tax exempt                                  0.00       (0.55)        (0.62)        (0.59)       (0.63)        (0.62) 
        Taxable                                    (0.02)      (0.02)        (0.09)                       --            --   
     In excess of net investment income              --          --          (0.03)        (0.06)         --            --   
     From net realized gains                         --          --            --          (0.06)       (0.03)        (0.21) 
     In excess of net realized gains                 --          --            --          (0.07)         --            --   
Total distributions                                 0.00       (0.57)        (0.67)        (0.87)       (0.66)        (0.83) 

- -----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                   $    0.00      $ 11.58    $   11.55     $   11.40    $    12.16    $    11.69 
- -----------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN (EXCLUDING ACCOUNT FEES)               0.00%       5.25%         7.51%         0.75%         9.97%        11.02%
Ratios to Average Net Assets (a):
     Net investment income                          0.00%       5.06%         5.62%         5.68%         5.48%         5.38%
     Total expenses                                 0.00%       1.44%         1.49%         1.46%         1.53%         1.73%
     Expenses reimbursed or offset                  0.00%      -1.08%        -1.27%        -1.46%        -1.21%        -0.46%
     Net expenses                                   0.00%       0.36%         0.22%      --               0.32%         1.27%
Portfolio turnover rate                                0%         69%           22%           51%           94%           70%

Net assets, end of year (in thousands)         $       0     $19,949     $  18,613     $  18,656     $  17,192     $   7,790 



For a capital share outstanding                                          
during each year ended June 30,                     1991          1990   
- -----------------------------------------------------------------------  
NET ASSET VALUE, BEGINNING OF YEAR           $      11.11  $      11.27  
- -----------------------------------------------------------------------  
                                                                         
Investment Activities                                                    
     Net investment income                          0.58          0.62   
     Net realized and unrealized gain (loss)        0.20         (0.15)  
Total from investment activities                    0.78          0.47   
Distributions                                                            
     From net investment income:                                         
        Tax exempt                                 (0.58)        (0.57)  
        Taxable                                      --          (0.06)  
     In excess of net investment income              --            --    
     From net realized gains                         --            --    
     In excess of net realized gains                 --            --    
Total distributions                                (0.58)        (0.63)  
                                                                         
- -----------------------------------------------------------------------  
NET ASSET VALUE, END OF YEAR                    $   11.31    $    11.11  
- -----------------------------------------------------------------------  
                                                                         
TOTAL RETURN (EXCLUDING ACCOUNT FEES)                7.19%         4.31% 
Ratios to Average Net Assets (a):                                        
     Net investment income                           5.09%         5.64% 
     Total expenses                                  1.93%         1.61% 
     Expenses reimbursed or offset                    --            --
     Net expenses                                    1.93%         1.61% 
Portfolio turnover rate                                54%           82% 
                                                                         
Net assets, end of year (in thousands)          $   7,236     $   7,787  
                                                                         
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

U.S. INCOME

For a capital share outstanding during          
each year ended June 30,                             1997         1996          1995         1994          1993          1992
- -------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of year             $     0.00 $      13.35  $      12.57  $      14.06  $      12.65  $      11.32 
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>        <C>           <C>           <C>           <C>           <C>          
Investment Activities
     Net investment income                           0.00         0.35          0.35          0.31          0.30          0.29 
     Net realized and unrealized gain (loss)         0.00         1.84          0.79         (1.06)         2.19          1.40 
Total from investment activities                     0.00         2.19          1.14         (0.75)         2.49          1.69 
Distributions
     From net investment income                      0.00        (0.35)        (0.34)        (0.31)        (0.27)        (0.35)
     In excess of net investment income           --           --            --              (0.03)      --            --      
     From net realized gains                         0.00        (0.25)        (0.02)        (0.01)        (0.79)        (0.01)
     In excess of net realized gains              --           --            --              (0.39)        (0.02)      --      
Total distributions                                  0.00        (0.60)        (0.36)        (0.74)        (1.08)        (0.36)

- -------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                   $     0.00 $      14.94  $      13.35  $      12.57  $      14.06  $      12.65 
- -------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN (EXCLUDING ACCOUNT FEES)                0.00%       16.60%         9.31% -5.83%               20.68%        15.02%
Ratios to Average Net Assets (b):
     Net investment income                           0.00%        2.45%         2.59%         2.27%         2.34%         2.47%
     Total expenses                                  0.00%        2.10%         2.01%         1.79%         1.88%         1.95%
     Expenses reimbursed or offset                   0.00%       -0.02%        -0.03%        -0.05%        -0.05%           -- 
     Net expenses                                    0.00%        2.08%         1.98%         1.74%         1.83%         1.95%
Average commission rate paid (c)               $     0.000$       0.0941         n/a           n/a           n/a           n/a 
Portfolio turnover rate                              0%             51%            7%            7%           44%           76%

Net assets, end of year (in thousands)         $     0       $   9,698     $  10,230     $  11,865     $  11,009     $   7,845 



<S>                                           <C>           <C>           <C>           <C>                                  
For a capital share outstanding during                                                                                       
each year ended June 30,                          1991            1990            1989          1988 
- -----------------------------------------------------------------------------------------------------     
Net asset value, beginning of year            $      12.23  $      11.61  $       9.64  $      10.50      
- -----------------------------------------------------------------------------------------------------     
                                                                                                          
Investment Activities                                                                                     
     Net investment income                            0.36          0.43          0.48          0.63      
     Net realized and unrealized gain (loss)         (0.62)         0.61          1.96         (0.38)     
Total from investment activities                     (0.26)         1.04          2.44          0.25      
Distributions                                                                                             
     From net investment income                      (0.36)        (0.42)        (0.47)        (0.76)     
     In excess of net investment income            --            --            --            --           
     From net realized gains                         (0.29)      --            --              (0.35)     
     In excess of net realized gains               --            --            --            --           
Total distributions                                  (0.65)        (0.42)        (0.47)        (1.11)     
                                                                                                          
- -----------------------------------------------------------------------------------------------------     
NET ASSET VALUE, END OF YEAR                  $      11.32    $    12.23     $   11.61    $     9.64      
- -----------------------------------------------------------------------------------------------------     
                                                                                                          
TOTAL RETURN (EXCLUDING ACCOUNT FEES)                -2.07%         8.89%        26.02%         3.13%     
Ratios to Average Net Assets (b):                                                                         
     Net investment income                            2.99%         3.55%         4.61%         6.19%     
     Total expenses                                   2.22%         1.94%         2.30%         2.47%     
     Expenses reimbursed or offset                      --            --         -0.30%        -0.74%     
     Net expenses                                     2.22%         1.94%         2.00%         1.73%     
Average commission rate paid (c)                       n/a           n/a           n/a           n/a      
Portfolio turnover rate                                110%           19%           18%          127%     
                                                                                                          
Net assets, end of year (in thousands)           $   7,456     $   8,137     $   5,317     $   4,450      
                                                                                                          
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

U.S. ALL AMERICAN

For a capital share outstanding during
each year ended June 30,                           1997            1996            1995            1994            1993     
- ----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR                 $0.00          $20.08          $19.52          $20.60         $18.79     
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>             <C>             <C>            <C>        
Investment Activities
     Net investment income                          0.00            0.41            0.44            0.44           0.36     
     Net realized and unrealized gain (loss)        0.00            4.44            2.68           (0.75)          1.91     
Total from investment activities                    0.00            4.85            3.12           (0.31)          2.27     
Distributions
     From net investment income                     0.00           (0.38)          (0.39)          (0.44)         (0.37)    
     In excess of net investment income              ---             ---             ---             (0.02)         (0.09)  
     From net realized gains                        0.00           ---             ---             (0.31)           ---     
     In excess of net realized gains                 ---          ---                (2.17)          ---            ---     
Total distributions                                 0.00           (0.38)          (2.56)          (0.77)         (0.46)    

- ----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                       $0.00          $24.55          $20.08          $19.52         $20.60     
- ----------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN (EXCLUDING ACCOUNT FEES)               0.00%          24.31%          17.98%          -1.67%         12.15%    
Ratios to Average Net Assets (a):
     Net investment income                          0.00%           1.84%           2.33%           2.11%          1.86%    
     Total expenses                                 0.00%           1.90%           2.17%           2.08%          1.75%    
     Expenses reimbursed or offset                 (0.00%)        (-1.22%)        (-1.47%)        (-1.47%)       (-0.72%)   
     Net expenses                                   0.00%           0.68%           0.70%           0.61%          1.03%    
Average commission rate paid (c)                   $0.0000         $0.1000         n/a               n/a            n/a     
Portfolio turnover rate                             0%             16%             97%              117%            12%     

Net assets, end of year (in thousands)              $0         $15,220         $11,931          $10,227        $12,331      


                                                                                                                        
<S>                                              <C>             <C>             <C>             <C>          <C>    
For a capital share outstanding during                                                                                  
each year ended June 30,                          1992            1991            1990            1989         1988  
- --------------------------------------------------------------------------------------------------------------------    
NET ASSET VALUE, BEGINNING OF YEAR             $17.12          $16.11          $16.67          $16.44          $20.24   
- --------------------------------------------------------------------------------------------------------------------    
                                                                                                                        
Investment Activities                                                                                                   
     Net investment income                       0.17            0.14            0.49            0.43            0.40   
     Net realized and unrealized gain (loss)     1.62            0.97           (0.55)           0.28           (3.46)  
Total from investment activities                 1.79            1.11           (0.06)           0.71           (3.06)  
Distributions                                                                                                           
     From net investment income                 (0.12)          (0.10)          (0.50)          (0.48)          (0.74)  
     In excess of net investment income           ---             ---             ---             ---             ---   
     From net realized gains                      ---             ---             ---             ---             ---   
     In excess of net realized gains              ---             ---             ---             ---             ---   
Total distributions                             (0.12)          (0.10)          (0.50)          (0.48)          (0.74)  
                                                                                                                        
- --------------------------------------------------------------------------------------------------------------------    
NET ASSET VALUE, END OF YEAR                   $18.79          $17.12          $16.11          $16.67          $16.44   
- --------------------------------------------------------------------------------------------------------------------    
                                                                                                                        
TOTAL RETURN (EXCLUDING ACCOUNT FEES)           10.51%           6.84%          -0.40%           4.45%         -15.45%  
Ratios to Average Net Assets (a):                                                                                       
     Net investment income                       0.78%           0.83%           2.63%           2.62%           1.68%  
     Total expenses                              2.03%           2.80%           2.10%           1.97%           1.43%  
     Expenses reimbursed or offset              ---             ---             ---             ---             ---     
     Net expenses                                2.03%           2.80%           2.10%           1.97%           1.43%  
Average commission rate paid (c)                  n/a             n/a             n/a             n/a             n/a   
Portfolio turnover rate                           35%            209%            258%            113%            180%   
                                                                                                                        
Net assets, end of year (in thousands)       $11,825         $10,306          $9,763         $11,992         $16,817    
                                            
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

U.S. REAL ESTATE

For a capital share outstanding during          
each year ended June 30,                             1997            1996            1995            1994            1993         
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR                   $0.00           $9.80           $9.86          $10.96         $10.17         
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>             <C>             <C>            <C>            <C>            
Investment Activities
     Net investment income                            0.00            0.42            0.23            0.22           0.17         
     Net realized and unrealized gain (loss)          0.00            1.27           (0.13)          (1.05)          0.79         
Total from investment activities                      0.00            1.69            0.10           (0.83)          0.96         
Distributions
     From net investment income                       0.00           (0.39)          (0.16)          (0.22)         (0.17)        
     In excess of net investment income                ---             ---             ---           (0.02)           ---         
     From net realized gains                           ---             ---             ---             ---            ---         
     Tax return of capital                             ---           (0.13)            ---           (0.03)           ---         
Total distributions                                   0.00           (0.52)          (0.16)          (0.27)         (0.17)        

- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                         $0.00          $10.97           $9.80           $9.86         $10.96         
- ----------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN (EXCLUDING ACCOUNT FEES)                 0.00%          17.34%           1.09%          -7.70%          9.45%        
Ratios to Average Net Assets (b):
     Net investment income                            0.00%           3.63%           2.22%           1.96%          1.55%        
     Total expenses                                   0.00%           2.27%           1.95%           1.62%          1.42%        
     Expenses reimbursed or offset                    0.00%          -0.01%          -0.03%          -0.03%         -0.02%        
     Net expenses                                     0.00%           2.26%           1.92%           1.59%          1.40%        
Average commission rate paid (c)                     $0.0000         $0.0925           n/a             n/a            n/a         
Portfolio turnover rate                                  0%            108%             48%            145%           187%        

Net assets, end of year (in thousands)               $0             $8,220          $9,169         $14,597        $19,780         



<S>                                            <C>             <C>            <C>              <C>            <C>      
For a capital share outstanding during                                                                                 
each year ended June 30,                       1992            1991            1990            1989            1988*   
- ---------------------------------------------------------------------------------------------------------------------    
NET ASSET VALUE, BEGINNING OF YEAR             $9.40           $8.93          $10.20           $9.29          $10.00   
- ---------------------------------------------------------------------------------------------------------------------    
                                                                                                                       
Investment Activities                                                                                                  
     Net investment income                      0.29            0.24            0.30            0.38            0.45   
     Net realized and unrealized gain (loss)    1.38            0.47           (1.57)           0.94           (0.78)  
Total from investment activities                1.67            0.71           (1.27)           1.32           (0.33)  
Distributions                                                                                                          
     From net investment income                (0.33)          (0.24)            ---           (0.41)          (0.38)  
     In excess of net investment income          ---             ---             ---             ---             ---   
     From net realized gains                     ---             ---             ---             ---             ---   
     Tax return of capital                       ---             ---             ---             ---             ---   
Total distributions                            (0.33)          (0.24)           0.00           (0.41)          (0.38)  
                                                                                                                       
- ---------------------------------------------------------------------------------------------------------------------    
NET ASSET VALUE, END OF YEAR                  $10.74           $9.40           $8.93          $10.20           $9.29   
- ---------------------------------------------------------------------------------------------------------------------    
                                                                                                                       
TOTAL RETURN (EXCLUDING ACCOUNT FEES)          18.70%           9.23%         -12.60%          14.46%          -2.99%  
Ratios to Average Net Assets (b):                                                                                      
     Net investment income                      3.17%           2.66%           2.66%           2.66%           2.66%  
     Total expenses                             1.63%           2.63%           2.63%           2.63%           2.63%  
     Expenses reimbursed or offset               ---             ---             ---             ---             ---   
     Net expenses                               1.63%           2.63%           2.63%           2.63%           2.63%  
Average commission rate paid (c)                 n/a             n/a             n/a             n/a             n/a   
Portfolio turnover rate                          103%            133%             63%             88%             51%  
                                                                                                                       
Net assets, end of year (in thousands)       $21,514          $6,678          $6,016          $5,658          $3,237   
               
                              
 * For the period July 2, 1987,  commencement  of  operations,  through June 30, 1988.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

CHINA REGION OPPORTUNITY

For a capital share outstanding during
each year ended June 30,                              1997            1996            1995           1994 *
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR                    $0.00           $6.67           $7.75           $9.92
- ----------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>             <C>             <C>  
Investment Activities
     Net investment income                             0.00            0.08            0.10            0.04
     Net realized and unrealized gain (loss)           0.00           (0.22)          (1.09)          (2.17)
Total from investment activities                       0.00           (0.14)          (0.99)          (2.13)
Distributions
     From net investment income                        0.00           (0.08)          (0.09)          (0.04)
     In excess of net investment income                 ---           (0.02)            ---             ---
     From net realized gains                            ---             ---             ---             ---
Total distributions                                    0.00           (0.10)          (0.09)          (0.04)

- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                          $0.00           $6.43           $6.67           $7.75
- ----------------------------------------------------------------------------------------------------------

TOTAL RETURN (EXCLUDING ACCOUNT FEES)                  0.00%          -2.07%         -12.79%         -21.48%
Ratios to Average Net Assets (b):
     Net investment income                             0.00%           1.24%           1.53%           1.33%
     Total expenses                                    0.00%           2.60%           2.51%           3.26%
     Expenses reimbursed or offset                     0.00%          -0.45%          -0.60%          -1.38%
     Net expenses                                      0.00%           2.15%           1.95%           1.88%
Average commission rate paid (c)                      $0.0000         $0.0028           n/a             n/a
Portfolio turnover rate                                0%             37%                54%             13%

Net assets, end of year (in thousands)                $0         $20,967         $19,022          $7,655


 * For the period February 10, 1994,  effective date of registration  and public
offering, through June 30, 1994.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

U.S. GLOBAL RESOURCES

For a capital share outstanding during
each year ended June 30,                            1997            1996            1995            1994            1993 
- ------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR                  $0.00           $5.76           $5.74           $6.10          $5.78      
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>             <C>             <C>             <C>            <C>        
Investment Activities
     Net investment income                           0.00           (0.01)          (0.03)          (0.02)          0.01      
     Net realized and unrealized gain (loss)         0.00            1.31            0.36           (0.18)          0.35      
Total from investment activities                     0.00            1.30            0.33           (0.20)          0.36      
Distributions
     From net investment income                      0.00             ---             ---             ---          (0.01)     
     In excess of net investment income               ---           (0.01)            ---           (0.01)         (0.03)     
     From net realized gains                         0.00           (0.07)            ---           (0.15)           ---      
     In excess of net realized gains                  ---             ---           (0.31)            ---            ---      
Total distributions                                  0.00           (0.08)          (0.31)          (0.16)         (0.04)     

- ------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                        $0.00           $6.98           $5.76           $5.74          $6.10      
- ------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN (EXCLUDING ACCOUNT FEES)                0.00%          22.80%           5.94%          -3.73%          6.46%     
Ratios to Average Net Assets (a):
     Net investment income                           0.00%          -0.13%          -0.60%          -0.34%          0.17%     
     Total expenses                                  0.00%           2.58%           2.51%           2.44%          2.48%     
     Expenses reimbursed or offset                   0.00%          -0.01%          -0.02%          -0.01%         -0.02%     
     Net expenses                                    0.00%           2.57%           2.49%           2.43%          2.46%     
Average commission rate paid (c)                    $0.0000         $0.0306           n/a             n/a            n/a      
Portfolio turnover rate                              0%            117%                50%             58%           120%     

Net assets, end of year (in thousands)              $0         $24,534         $21,452         $21,620        $23,939         


                                                 <C>             <C>             <C>             <C>            <C>     
For a capital share outstanding during                                                                                  
each year ended June 30,                         1992            1991*           1990*           1989*           1988*  
- ----------------------------------------------------------------------------------------------------------------------- 
NET ASSET VALUE, BEGINNING OF YEAR               $5.76           $6.31           $7.07           $7.67          $11.00  
- ----------------------------------------------------------------------------------------------------------------------- 
                                                                                                                        
Investment Activities                                                                                                   
     Net investment income                        0.00            0.03            0.12            0.13            0.14  
     Net realized and unrealized gain (loss)      0.25           (0.12)           0.02           (0.33)          (2.77) 
Total from investment activities                  0.25           (0.09)           0.14           (0.20)          (2.63) 
Distributions                                                                                                           
     From net investment income                  (0.07)          (0.04)          (0.50)            ---             ---  
     In excess of net investment income            ---             ---             ---             ---             ---  
     From net realized gains                     (0.16)          (0.42)          (0.40)          (0.40)          (0.70) 
     In excess of net realized gains               ---             ---             ---             ---             ---  
Total distributions                              (0.23)          (0.46)          (0.90)          (0.40)          (0.70) 
                                                                                                                        
- ----------------------------------------------------------------------------------------------------------------------- 
NET ASSET VALUE, END OF YEAR                     $5.78           $5.76           $6.31           $7.07           $7.67  
- ----------------------------------------------------------------------------------------------------------------------- 
                                                                                                                        
TOTAL RETURN (EXCLUDING ACCOUNT FEES)             4.31%          -1.26%          -0.47%          -2.36%         -24.01% 
Ratios to Average Net Assets (a):                                                                                       
     Net investment income                        0.61%           0.58%           1.37%           1.78%           1.78% 
     Total expenses                               2.34%           2.50%           2.94%           4.40%           6.15% 
     Expenses reimbursed or offset               -0.01%          -0.07%          -0.84%          -2.36%          -6.64% 
     Net expenses                                 2.33%           2.43%           2.10%           2.04%          -0.49% 
Average commission rate paid (c)                   n/a             n/a             n/a             n/a             n/a  
Portfolio turnover rate                             55%             82%             70%             21%             27% 
                                                                                                                        
Net assets, end of year (in thousands)      $25,384         $28,157         $31,694         $37,064                     
             
                               
 * Adjusted to reflect a 1-for-10 reverse stock split as of September 30, 1990.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

U.S. WORLD GOLD

For a capital share outstanding during
each year ended June 30,                          1997            1996            1995            1994            1993              
- ----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR                $0.00          $15.81          $15.63          $14.59          $9.51      
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>             <C>             <C>             <C>        
Investment Activities
     Net investment income                         0.00           (0.08)          (0.12)          (0.09)         (0.12)     
     Net realized and unrealized gain (loss)       0.00            5.39            0.33            1.13           5.20      
Total from investment activities                   0.00            5.31            0.21            1.04           5.08      
Distributions
     From net investment income                    0.00             ---             ---             ---            ---      
     In excess of net investment income              --             ---           (0.03)            ---            ---      
     From net realized gains                         --             ---             ---             ---            ---      
Total distributions                                0.00             ---           (0.03)            ---            ---      

- ----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                      $0.00          $21.12          $15.81          $15.63         $14.59      
- ----------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN (EXCLUDING ACCOUNT FEES)              0.00%          33.59%           1.36%           7.13%         53.58%     
Ratios to Average Net Assets (a):
     Net investment income                         0.00%          -0.40%          -0.66%          -0.66%         -1.15%     
     Total expenses                                0.00%           1.53%           1.58%           1.57%          2.06%     
     Expenses reimbursed or offset                 0.00%          -0.02%          -0.03%          -0.04%         -0.06%     
     Net expenses                                  0.00%           1.51%           1.55%           1.53%          2.00%     
Average commission rate paid (c)                  $0.0000         $0.0202           n/a             n/a            n/a      
Portfolio turnover rate                            0%             26%             28%             20%            26%        

Net assets, end of year (in thousands)             $0        $248,781        $181,473        $202,819       $109,805        



<S>                                             <C>             <C>             <C>             <C>             <C>                 
For a capital share outstanding during                                                                                 
each year ended June 30,                         1992            1991*           1990*           1989*           1988* 
- -----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR              $10.04          $10.77          $11.57          $14.03          $20.47 
- -----------------------------------------------------------------------------------------------------------------------
Investment Activities                                                                                                  
     Net investment income                       (0.13)          (0.10)          (0.04)           0.02           ---   
     Net realized and unrealized gain (loss)     (0.40)          (0.63)          (0.66)          (2.48)          (4.14)
Total from investment activities                 (0.53)          (0.73)          (0.70)          (2.46)          (4.14)
Distributions                                                                                                          
     From net investment income                    ---             ---           (0.10)            ---             --- 
     In excess of net investment income            ---             ---             ---             ---             --- 
     From net realized gains                       ---             ---             ---             ---           (2.30)
Total distributions                                ---             ---           (0.10)            ---           (2.30)
                                                                                                                       
- -----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                     $9.51          $10.04          $10.77          $11.57          $14.03 
- -----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
TOTAL RETURN (EXCLUDING ACCOUNT FEES)            -5.37%          -7.03%          -7.02%         -16.42%         -21.29%
Ratios to Average Net Assets (a):                                                                                      
     Net investment income                       -1.18%          -0.95%          -0.24%           0.13%           0.04%
     Total expenses                               2.20%           2.22%           1.95%           2.00%           1.59%
     Expenses reimbursed or offset                 ---             ---             ---             ---           -0.12%
     Net expenses                                 2.20%           2.22%           1.95%           2.00%           1.47%
Average commission rate paid (c)                   n/a             n/a             n/a             n/a             n/a 
Portfolio turnover rate                          47%             44%             26%              0%             39%   
                                                                                                                       
Net assets, end of year (in thousands)       $57,942         $65,423         $72,626         $85,119        $104,273   
               
                             
 * Adjusted to eflect a 1-for-10 reverse stock split as of September 30, 1990.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

U.S. GOLD SHARES

For a capital share outstanding during
each year ended June 30,                           1997            1996            1995            1994            1993      
- ------------------------------------------------------------------------------------------------------------------------------      
NET ASSET VALUE, BEGINNING OF YEAR                 $0.00           $2.14           $2.48           $2.49          $2.21      
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>             <C>             <C>             <C>            <C>        
Investment Activities
     Net investment income                          0.00            0.05            0.06            0.07           0.04      
     Net realized and unrealized gain (loss)        0.00           (0.30)          (0.33)          (0.02)          0.29      )
Total from investment activities                    0.00           (0.25)          (0.27)           0.05           0.33      )
Distributions
     From net investment income                     0.00           (0.05)          (0.06)          (0.06)         (0.04)     )
     In excess of net investment income              ---             ---           (0.01)            ---            (0.01)   
     From net realized gains                         ---             ---             ---             ---            ---      
Total distributions                                 0.00           (0.05)          (0.07)          (0.06)         (0.05)     )

- ------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                       $0.00           $1.84           $2.14           $2.48          $2.49      
- ------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN (EXCLUDING ACCOUNT FEES)               0.00%         -11.73%         -11.21%           1.85%         16.70%     %
Ratios to Average Net Assets (a):
     Net investment income                          0.00%           1.81%           2.47%           2.61%          2.58%     %
     Total expenses                                 0.00%           1.54%           1.42%           1.46%          1.88%     %
     Expenses reimbursed or offset                  0.00%            ---             ---             ---            ---      
     Net expenses                                   0.00%           1.54%           1.42%           1.46%          1.88%     %
Average commission rate paid (c)                   $0.0000         $0.0523         n/a             n/a            n/a        
Portfolio turnover rate                             0%             24%             33%             29%            20%        

Net assets, end of year (in thousands)              $0        $153,839        $211,171        $263,827       $299,808        


                                                  <C>             <C>             <C>             <C>             <C>  
For a capital share outstanding during                                                                                 
each year ended June 30,                          1992            1991            1990            1989            1988 
- -----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR                $3.57           $3.82           $3.77           $3.74           $6.32
- -----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
Investment Activities                                                                                                  
     Net investment income                         0.07            0.10            0.16            0.20            0.30
     Net realized and unrealized gain (loss)      (1.35)          (0.25)           0.08            0.04           (2.48
Total from investment activities                  (1.28)          (0.15)           0.24            0.24           (2.18
Distributions                                                                                                          
     From net investment income                   (0.08)          (0.10)          (0.19)          (0.21)          (0.40
     In excess of net investment income             ---             ---             ---             ---             ---
     From net realized gains                        ---             ---             ---             ---             ---
Total distributions                               (0.08)          (0.10)          (0.19)          (0.21)          (0.40
                                                                                                                       
- -----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                      $2.21           $3.57           $3.82           $3.77           $3.74
- -----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
TOTAL RETURN (EXCLUDING ACCOUNT FEES)            -36.45%          -3.77%           5.51%           7.03%         -36.44
Ratios to Average Net Assets (a):                                                                                      
     Net investment income                         2.52%           2.71%           3.80%           5.46%           5.10
     Total expenses                                1.64%           1.54%           1.46%           1.64%           1.31
     Expenses reimbursed or offset                  -0.10%          ---             ---           -0.10%            ---
     Net expenses                                  1.54%           1.54%           1.46%           1.54%           1.31
Average commission rate paid (c)                  n/a             n/a             n/a             n/a             n/a  
Portfolio turnover rate                           25%             49%             13%              7%             18%  
                                                                                                                       
Net assets, end of year (in thousands)       $187,937        $343,148        $295,106        $239,111        $238,051  

<FN>
FOOTNOTES

(a)  Expenses reimbursed or offset reflect reductions to total expenses, as discussed in the notes to the financial statements. Such
     amounts would decrease the net investment income ratio had such reductions not occurred.

(b)  Ratios are annualized for periods of less than one year. Expenses reimbursed or offset reflect reductions to total expenses, as
     discussed in the notes to the  financial  statements.  Such amounts  would  decrease the net  investment  income ratio had such
     reductions not occurred.

(c)  Reporting of the average commission rate per portfolio share traded began for 1996.

</FN>
</TABLE>
<PAGE>

INVESTMENT OBJECTIVES & POLICIES

As a group the funds offer a complete range of investment  options.  However, no
single fund can be a complete  investment  program,  and a prospective  investor
should  take  into  account  personal  objectives  and  other  investments  when
considering the purchase of fund shares.

The  funds'  investment  objectives  may  not  be  changed  without  shareholder
approval,  except for the CHINA REGION FUND and the ALL AMERICAN FUND. The board
of trustees may change the  investment  objectives  of the CHINA REGION FUND and
the ALL AMERICAN FUND without shareholder approval.  However,  shareholders will
be  notified in writing at least 30 days  before any  material  change in either
funds' investment objective.


GOLD AND NATURAL RESOURCES FUNDS

All three gold and natural resources funds seek long-term growth of capital plus
protection  against  inflation  and monetary  instability.  The GOLD SHARES FUND
pursues  current  income as a secondary  objective.  All three funds may invest,
without  limitation,  in issuers in any part of the world.  The gold and natural
resources  funds may be subject to risks not present with other mutual funds and
are highly speculative. The adviser believes that, over the long term, the value
of gold and other  precious  metals will increase and the value of securities of
companies involved in gold operations will also increase.

The  three  funds  use  different   strategies  in  pursuing  their   investment
objectives.  The GOLD SHARES FUND focuses on selecting world class,  senior gold
mining companies, most of which are in South Africa and North America. The WORLD
GOLD FUND includes junior and  intermediate  exploration  and  development  gold
companies  from around the world to give the fund added  growth  potential.  The
GLOBAL  RESOURCES FUND invests in natural  resource-related  businesses all over
the globe  such as those in the  metals,  minerals,  energy  and  other  similar
industries.

The GOLD SHARES FUND  concentrates its investments in common stocks of companies
involved in exploring,  mining,  processing, or dealing in gold with emphasis on
stocks of foreign  companies.  Normally,  at least 65% of the Gold Shares Fund's
total  assets will be  invested  in  securities  of  companies  involved in gold
operations.  The Gold Shares Fund has  significant  investments in South African
issuers.  The unstable  political and social  conditions in South Africa and the
unsettled  political  conditions in  neighboring  countries may have  disruptive
effects on the market prices of the  investments of the Gold Shares Fund and may
impair its ability to hold investments in South African issuers.

Page 20 Investment objectives & policies

<PAGE>



The WORLD GOLD FUND  concentrates  its  investments in the equity  securities of
companies primarily engaged in the exploration, mining, processing,  fabrication
and  distribution of gold or other metals,  such as silver,  platinum,  uranium,
strategic  metals,  and  natural  resources  such  as  diamonds,  coal,  oil and
phosphates.  The World Gold Fund invests at least 25% of its total assets in the
securities  of companies  principally  engaged in natural  resource  operations.
Under normal circumstances, at least 65% of its total assets will be invested in
the  securities  of  companies  involved  in the  exploration  for,  mining  and
processing of, or dealing in, gold.

The GOLD  SHARES  and  WORLD  GOLD  FUNDS may  invest  up to 10% of each  fund's
respective total assets in gold or gold bullion.

The GLOBAL RESOURCES FUND  concentrates its investments in the equity securities
of large capitalization companies primarily engaged in the exploration,  mining,
processing,  fabrication  and  distribution  of natural  resources  of any kind,
including timber,  hydrocarbons,  minerals and metals such as platinum, uranium,
strategic metals, gold, silver, diamonds,  coal, oil and phosphates.  Consistent
with its  investment  objectives,  the Global  Resources  Fund may diversify its
investments substantially among all natural resources.

PORTFOLIO  MANAGERS The adviser uses a team approach to manage the assets of the
GOLD SHARES and WORLD GOLD FUNDS.  Ralph Aldis and Michael Chapman lead the team
that meets  regularly  to review  portfolio  holdings  and  discuss buy and sell
activity.  Mr. Aldis is a Chartered Financial Analyst who holds a masters degree
in energy and mineral resources.  He has been the adviser's director of research
since  April 1989 and has served as  portfolio  manager of the GLOBAL  RESOURCES
FUND since November  1992.  Mr. Chapman joined the adviser as a senior  research
analyst in  November  1995.  Before  joining  the  adviser,  he was a  petroleum
engineer for UNOCAL  Corporation.  Mr.  Chapman holds a masters degree in energy
and mineral resources. Mr. Aldis and Mr. Chapman assumed full-time management of
the funds in May 1997

Ralph Aldis is the portfolio  manager for the GLOBAL  RESOURCES FUND. Mr. Aldis'
background  is discussed  above.  He has been  managing the fund since  November
1992.


EQUITY FUNDS

The  investment  objective of the CHINA REGION,  ALL  AMERICAN,  and REAL ESTATE
FUNDS is long-term capital  appreciation.  They each take a different  approach,
offering unique advantages,  in seeking to achieve their investment  objectives.
The  INCOME  FUND seeks  preservation  of  capital,  and,  consistent  with that
objective,  production of current income.  Long-term  capital  appreciation is a
secondary consideration.

Page 21 Investment objectives & policies


<PAGE>



CHINA REGION FUND

The CHINA  REGION  FUND  invests  primarily  in equity  securities  in the China
region,  which consists of the People's  Republic of China (PRC or China),  Hong
Kong, Taiwan, Korea, Singapore, Thailand and Malaysia. At least 65% of the China
Region  Fund's  assets  will be invested  in equity  securities  issued by China
region  companies that (1) are organized under the laws of the countries  within
the China region,  or (2) have at least 50% of their assets in one or more China
region  countries or derive at least 50% of their gross revenues or profits from
providing goods or services to or from one or more China region countries.

Investments by the China Region Fund in the securities of China region companies
may  provide the  potential  for  above-average  capital  appreciation,  but are
subject to special  risks.  The China  Region  Fund is  designed  for  long-term
investors  who can accept the special risks of investing in the China region not
typically  associated  with  investing  in other more  established  economies or
securities   markets.   These  risks  include  political,   economic  and  legal
uncertainties,  as well as currency  fluctuations.  Investors  should  carefully
consider  their ability to assume these risks before making an investment in the
China Region Fund.  An  investment  in shares of the China Region Fund should be
considered  speculative  and thus may not be appropriate  for all investors.  An
investment in shares of the fund should not be considered a complete  investment
program.

The  China  Region  Fund  will  invest  in  both  new and  existing  enterprises
registered  and  operating  in China and the China  region.  These will  include
wholly  Chinese-owned   enterprises,   wholly   foreign-owned   enterprises  and
Sino-foreign  joint  ventures.  While portfolio  holdings may be  geographically
dispersed,  we  anticipate  that  the  trading  activities  of the  fund  in PRC
securities  will be focused  in the  authorized  China  securities  markets;  in
particular, the Hong Kong, Shenzhen and Shanghai stock exchanges.

PORTFOLIO  MANAGER Bin Shi manages the fund's  portfolio.  A native of Shanghai,
China, Mr. Shi joined the adviser in January 1994 to provide  fundamental  stock
analysis  for the China Region Fund.  He has served as portfolio  manager  since
January 1996. Before his association with the adviser,  Mr. Shi earned a masters
degree with a concentration  in finance and accounting  from Tulane  University.
Mr. Shi is also a graduate of the  prestigious  Fudan  University  in  Shanghai,
China.


ALL AMERICAN FUND

The ALL  AMERICAN  FUND  seeks  to grow  with  the  American  economy,  normally
investing at least 75% of its total assets in a broadly diversified portfolio of
domestic common stocks.  The All American Fund measures its performance  against
the S&P 500 index,  investing  primarily  in  large-capitalization  stocks while
retaining the flexibility to seek out promising individual stock opportunities.

Page 22 Investment objectives & policies


<PAGE>



PORTFOLIO  MANAGER The adviser uses a team  approach to manage the assets of the
All American Fund. The team meets regularly to review portfolio  holdings and to
discuss  buy and sell  activity.  Bin Shi has been  the team  leader  of the All
American Fund since July 1995. Mr. Shi's background is described above.


REAL ESTATE FUND

The adviser  believes that part of a  well-diversified  portfolio should include
real estate. The REAL ESTATE FUND primarily seeks long-term capital appreciation
(with current income as a secondary  consideration) by investing at least 65% of
its total assets in equity securities listed on a national  securities  exchange
or NASDAQ.  These securities must have at least 50% of the value of their assets
in,  or must  derive  at  least  50% of  their  revenues  from,  the  ownership,
construction,  management or sale of residential,  commercial or industrial real
estate. The fund invests in equity securities of companies in the real estate or
real estate related industry.  Historically, most of the securities found in the
Real Estate Fund are securities issued by real estate investment trusts (REITs),
but the fund also invests in  securities  issued by other  companies in the real
estate  industry such as homebuilders  and developers.  The Real Estate Fund may
also  invest in  securities  of  foreign  issuers  that are  listed  on  foreign
securities exchanges.

The Real Estate Fund and the adviser have hired a sub-adviser, Goodman & Company
N.Y. Ltd. ("Goodman"),  to manage the fund's assets. Goodman has been the fund's
portfolio manager since_______________.  Goodman is a wholly owned subsidiary of
______________________.


INCOME FUND

The INCOME FUND invests in a broad range of equity and debt securities, at least
80% of which are income-producing securities. The Income Fund focuses on issuers
that  have  a  long-established  record  of  paying  cash  dividends,  including
companies  that  provide  essentials  such as  electricity,  gas  and  telephone
services.

PORTFOLIO  MANAGER The adviser uses a team  approach to manage the assets of the
U.S.  INCOME  FUND.  Since May 1997  Ralph  Aldis  has lead the team that  meets
regularly to review portfolio holdings and to discuss buy and sell activity. Mr.
Aldis' experience and education are described above.


TAX-FREE FUNDS

U.S.  Global  offers  two  tax-free  funds  that seek to provide a high level of
current  income  that is exempt from  federal  income  taxation  and to preserve
capital.

Page 23 Investment objectives & policies


<PAGE>


TAX FREE FUND
NEAR-TERM TAX FREE FUND

The TAX FREE FUND is expected to offer the higher yield, and its net asset value
will be subject to greater  volatility  because it will  normally  have a longer
average  maturity than the Near-Term Tax Free Fund.  The NEAR-TERM TAX FREE FUND
will maintain an average weighted portfolio maturity of five years or less.

Both tax-free funds invest  primarily in securities,  the interest from which is
exempt from federal income taxation. Such securities will typically be municipal
bonds--debt obligations issued by or for states,  territories and possessions of
the United States and the District of Columbia and their political subdivisions,
agencies and instrumentalities; or by multi-state agencies or authorities.

The  tax-free  funds  invest  only in debt  securities  earning  one of the four
highest ratings by Moody's Investor's  Services (Aaa, Aa, A, Baa) or by Standard
& Poor's  Corporation  (AAA,  AA,  A,  BBB).  Not more than 10% of either of the
tax-free  funds'  total assets will be invested in the fourth  rating  category.
Investments in the fourth  category may have  speculative  characteristics  and,
therefore, may involve higher risks.

PORTFOLIO  MANAGER  Creston  King  leads  the team  managing  the  assets of the
tax-free funds. Mr. King, a Certified  Financial Analyst,  joined the adviser in
September  1993 and has managed both  tax-free  funds since January 1995. He has
been in the investment business since 1988.


GOVERNMENT MONEY MARKET FUNDS

U.S. Global Investors  offers two money market funds that invest  exclusively in
government   securities  and  in  repurchase   agreements   collateralized  with
government  securities.  The two government  money market funds work together to
satisfy  all of your  savings  and  checkwriting  needs.  They are  designed  to
safeguard your principal while you earn daily dividend income.

GOVERNMENT SAVINGS FUND
TREASURY CASH FUND

The GOVERNMENT  SAVINGS FUND offers a consistently  high yield with safety.  The
TREASURY CASH FUND provides free checkwriting. You may write an unlimited number
of checks of ANY  AMOUNT.  Both  government  money  market  funds use their best
efforts  to  maintain a constant  net asset  value of $1.00 per share,  although
there can be no assurance that either can always do so.

The  TREASURY  CASH  FUND's  investment  objective  is to obtain a high level of
current income while maintaining the highest degree of safety and liquidity. The
Treasury

Page 24 Investment objectives & policies


<PAGE>



Cash Fund invests in United States  Treasury debt  securities,  protected by the
"full faith and credit" of the United States  government,  with 397 days or less
remaining to maturity. It also invests in repurchase  agreements  collateralized
with such obligations.

The  GOVERNMENT  SAVINGS  FUND invests  exclusively  in United  States  Treasury
obligations  and  obligations  of agencies and  instrumentalities  of the United
States  government,  the income from which may be exempt from state income taxes
and repurchase  obligations  collateralized by such obligations.  The Government
Savings Fund is designed to provide a higher yield than the Treasury  Cash Fund,
but with somewhat less safety of principal and liquidity. The Government Savings
Fund may invest in  fixed-rate,  floating-rate  and  adjustable-rate  securities
issued by the United  States  Treasury  and  various  United  States  government
agencies,  including the Federal Home Loan Banks,  the Federal Farm Credit Banks
and the Student Loan Marketing Association. The Government Savings Fund may also
invest in repurchase agreements secured by United States Treasury securities and
cash if the adviser believes it to be prudent.

Under  federal law, the income  derived  from  obligations  issued by the United
States government and some of its agencies and  instrumentalities is exempt from
state income taxes.  Many states that tax personal income permit mutual funds to
pass this tax exemption  through to shareholders.  To maximize the tax-effective
yield for shareholders under normal  circumstances,  the Government Savings Fund
will invest  only in  obligations  that  qualify  for the  exemption  from state
taxation in those cases that offer such exemption.

PORTFOLIO MANAGER    Creston King leads the team managing the assets of the
government money market funds. Mr. King's background is described above.



COMMON INVESTMENT PRACTICES


TEMPORARY DEFENSIVE INVESTMENT

For temporary  defensive purposes during periods that, in the adviser's opinion,
present a fund with adverse  changes in the  economic,  political or  securities
markets,  each  fund may seek to  protect  the  capital  value of its  assets by
temporarily investing up to 100% of its assets in:

o    U.S. government bills, short-term  indebtedness,  money market instruments,
     or other  investment  grade  cash  equivalents,  each  denominated  in U.S.
     dollars or any other freely convertible currency; or

o    repurchase agreements as described below.

In  addition,  the CHINA  REGION  FUND may invest in money  market  instruments,
deposits or other  investment  grade  short-term  investments in the local China
region currencies as may be appropriate at the time.

Page 25 Common investment practices


<PAGE>


REPURCHASE AGREEMENTS

Each fund may invest  part of its assets in  repurchase  agreements  with United
States  broker-dealers,  banks and other  financial  institutions,  provided the
fund's  custodian  always has possession of securities  serving as collateral or
has evidence of book entry receipt of such securities.


PORTFOLIO CONCENTRATION AND DIVERSIFICATION

As a fundamental policy, which cannot be changed without a vote of shareholders,
no fund (other  than the GOLD SHARES  FUND,  WORLD GOLD FUND,  GLOBAL  RESOURCES
FUND,  and REAL ESTATE  FUND) will  invest more than 25% of its total  assets in
securities  issued by any single industry or government  (other than obligations
issued or guaranteed  by the United States  government or any of its agencies or
instrumentalities).  The GOLD SHARES  FUND,  WORLD GOLD FUND,  GLOBAL  RESOURCES
FUND, and REAL ESTATE FUND have policies of concentrating  their  investments in
companies in only a few (or one) industry or sector. Investors should understand
that an investment in these four funds may be subject to greater risk and market
fluctuation  than an  investment  in a portfolio of  securities  representing  a
broader range of investment alternatives.

As a  nonfundamental  policy,  no fund, with respect to 75% of its total assets,
will purchase the securities of any one issuer (other than obligations issued or
guaranteed  by  the  United  States   government  or  any  of  its  agencies  or
instrumentalities)  if,  as a result  of the  purchase,  (a) more than 5% of the
total  assets of the fund  (taken at current  value)  would be  invested  in the
securities  of that  issuer,  or (b) the fund  would  hold  more than 10% of the
outstanding voting securities of the issuer.


PORTFOLIO TURNOVER

The length of time a fund has held a  particular  security  is not  generally  a
consideration in investment  decisions.  It is the policy of each fund to effect
portfolio  transactions without regard to its holding period if, in the judgment
of the adviser,  such transactions are advisable.  Portfolio  turnover generally
involves some expense, including brokerage commissions, dealer mark-ups or other
transaction   costs  on  the  sale  of  securities  and  reinvestment  in  other
securities.  Such sales may result in  realization  of  taxable  capital  gains.
Portfolio turnover rates for the funds are described in the FINANCIAL HIGHLIGHTS
section.

Page 26 Common investment practices


<PAGE>


BORROWING

As a fundamental  policy that cannot be changed without a vote by  shareholders,
each of the GOLD SHARES,  WORLD GOLD, CHINA REGION and ALL AMERICAN (it is not a
fundamental  policy for the All American  Fund) may borrow up to 5% of its total
assets  from a bank for  temporary  or  emergency  purposes.  Each fund may also
borrow  up to 33  1/3%  of  its  total  assets  (reduced  by the  amount  of all
liabilities and  indebtedness  other than such borrowings) when deemed desirable
or appropriate to meet redemption requests. This borrowing is intended only as a
temporary solution until securities can be sold in an orderly way. To the extent
that  the  fund  borrows  money  before  selling  securities,  the  fund  may be
leveraged.  At such times,  the fund may  appreciate or depreciate  more rapidly
than an unleveraged portfolio.  The fund will repay any money borrowed in excess
of 5% of the value of its total assets before  purchasing  additional  portfolio
securities.

As a fundamental  policy that cannot be changed without a vote by  shareholders,
the GLOBAL  RESOURCES,  REAL ESTATE,  INCOME,  TAX FREE,  and NEAR-TERM TAX FREE
FUNDS may borrow from a bank up to a limit of 5% of the total assets of the fund
as a temporary measure for emergency purposes.


LENDING OF PORTFOLIO SECURITIES

Each fund may lend securities to broker-dealers  or institutional  investors for
their use in  connection  with  short  sales,  arbitrages  and other  securities
transactions.


WHEN-ISSUED AND DELAYED- DELIVERY SECURITIES

Each fund may purchase  securities on a when-issued or  delayed-delivery  basis.
Securities  purchased on a when-issued or  delayed-delivery  basis are purchased
for delivery  beyond the normal  settlement date at a stated price and/or yield.
No  income  accrues  to  the  purchaser  of  a  security  on  a  when-issued  or
delayed-delivery   basis  before  dated  date  (interest  accrual  date).  These
securities are recorded as an asset and are subject to changes in value based on
changes in the general level of interest  rates or market  prices.  Purchasing a
security on a when-issued or delayed-delivery  basis can involve a risk that the
market price at the time of delivery may be lower than the agreed upon  purchase
price.  In that case the fund  could  suffer an  unrealized  loss at the time of
delivery. The fund will only make commitments to purchase securities on

Page 27 Common investment practices


<PAGE>



a  when-issued  or  delayed-delivery   basis  when  intending  to  purchase  the
securities,  but may  sell  them  before  the  settlement  date if it is  deemed
advisable.  The fund will  restrict its liquid  securities in an amount at least
equal  in  value  to  the  fund's   commitments   to  purchase   when-issued  or
delayed-delivery  securities.  If the value of these restricted assets declines,
the fund will  restrict  additional  liquid  assets on a daily basis so that the
value of the restricted assets is equal to the amount of such commitments.



RISK CONSIDERATIONS

MARKET RISK

Investments in equity and debt  securities are subject to inherent  market risks
and fluctuations in value due to earnings, economic conditions,  quality ratings
and other factors beyond the adviser's  control.  Therefore,  the return and net
asset value of the funds will fluctuate.

Debt  securities  are also  subject  to price  fluctuations  based on changes in
interest  rates,  which will generally  result in these  securities  changing in
price in the opposite  direction.  That is,  these  securities  will  experience
appreciation when interest rates decline and will depreciate when interest rates
rise.


FOREIGN SECURITIES

The gold and natural resources funds and the equity funds (other than the Income
Fund) may  invest in foreign  securities.  Investments  in  foreign  securities,
whether  in  emerging  or more  developed  countries,  are  subject to risks and
uncertainties not typically  associated with investments in domestic securities.
These risks and  uncertainties  include  currency  exchange  rates and  exchange
control regulations,  less publicly available information,  different accounting
and reporting  standards,  less liquid markets,  more volatile  markets,  higher
brokerage  commissions  and other fees, the  possibility of  nationalization  or
expropriation, confiscatory taxation, political instability, and less protection
provided by the judicial system.


EMERGING MARKETS

The gold and natural  resources funds and the equity funds (especially the CHINA
REGION FUND) may invest in emerging markets.  Political and economic  structures
in emerging  markets are in their infancy and developing  rapidly,  and may lack
the social,

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<PAGE>



political and economic stability  characteristic of more developed countries. In
the past some emerging markets,  especially those formerly governed by communist
regimes,  have failed to  recognize  private  property  rights and have at times
nationalized or expropriated the assets of private  companies.  As a result, the
risks  normally  associated  with  investing  in  any  foreign  country  may  be
heightened in emerging markets. In addition,  unanticipated  political or social
developments may affect the value of a fund's  investments in emerging  markets.
The small size and  inexperience of the securities  markets in emerging  markets
and the  limited  volume of trading in  securities  in those  markets may make a
fund's  investments  in  these  securities   illiquid  and  more  volatile  than
investments in the securities of companies in more developed  countries.  Little
financial or accounting  information  may be available with respect to companies
in emerging  markets,  and  assessing the value or prospects of an investment in
such companies may be difficult also.


ADRs AND GDRs

The gold and  natural  resources  funds  and the  equity  funds  may  invest  in
sponsored  or  unsponsored   American   Depository  Receipts  (ADRs)  or  Global
Depository   Receipts  (GDRs)   representing  shares  of  companies  in  foreign
countries. ADRs are depository receipts typically issued by a U.S. bank or trust
company which evidence  ownership of underlying  securities  issued by a foreign
corporation.  Foreign banks or trust companies  typically  issue GDRs,  although
U.S. banks or trust  companies may issue them also.  They evidence  ownership of
underlying  securities  issued  by a  foreign  or a United  States  corporation.
Generally,  depository  receipts in registered  form are designed for use in the
U.S.  securities market, and depository receipts in bearer form are designed for
use in securities markets outside the United States. Depository receipts may not
necessarily be  denominated  in the same currency as the  underlying  securities
into which they may be  converted.  In addition,  the issuers of the  securities
underlying  unsponsored depository receipts are not obligated to reveal material
information in the United States.  Therefore,  less information may be available
regarding  such  issuers.   There  may  also  be  no  correlation  between  such
information and the market value of the depository  receipts.  For purposes of a
fund's investment  policies,  the fund's investments in depository receipts will
be deemed to be investments in the underlying securities.


INVESTMENTS IN SMALL ISSUERS

The gold and natural  resources  funds and the equity  funds may invest in small
companies for which it is difficult to obtain reliable information and financial
data. The securities of these smaller  companies may not be readily  marketable,
making it difficult to dispose of shares when it may otherwise be advisable.  In
addition, certain

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<PAGE>



issuers  in which a fund may  invest  may face  difficulties  in  obtaining  the
capital necessary to continue in operation and may become  insolvent,  which may
result in a complete loss of the fund's investment in such issuers.


ILLIQUID SECURITIES

None of the funds will invest more than 15% (the  government  money market funds
and the GOLD  SHARES  FUND are  limited to 10%) of their net assets in  illiquid
securities.  Securities  may be illiquid  because they are unlisted,  subject to
legal  restrictions  on resale or due to other factors  which,  in the adviser's
opinion,  raise a question  concerning  the  fund's  ability  to  liquidate  the
securities in a timely and orderly way without substantial loss.


VOLATILITY OF GOLD COMPANY STOCKS

The  volatility  of  securities of companies  involved in gold  operations  will
affect the net asset value of the GOLD SHARES FUND,  the GLOBAL  RESOURCES  FUND
and the WORLD GOLD FUND.  Predicting,  with  assurance,  the timing or extent of
future changes in the market price of gold or the extent to which changes in the
market price of gold will continue to affect the value of shares.


UTILITY SECURITIES

The INCOME FUND has traditionally  invested a substantial  portion of its assets
in  utility  securities   because  such  securities  have  historically   earned
above-average  dividend income. Gas and electric public utilities industries may
be  subject to broad  risks  resulting  from  government  regulation,  financing
difficulties,  supply  and  demand  of  services  or  fuel,  and  special  risks
associated with energy and atmosphere conservation.


DIRECT EQUITY INVESTMENTS

The gold and natural resources funds and the equity funds may make direct equity
investments.  These  investments  may  involve  a high  degree of  business  and
financial

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<PAGE>


risk.  Because of the absence of any trading  markets for these  investments,  a
fund may be unable to timely  liquidate its  securities,  especially if there is
negative news  regarding the specific  securities or the markets  overall.  Such
securities could decline significantly in value before a fund can liquidate such
securities.   In  addition  to  financial  and  business  risks,  issuers  whose
securities  are  not  listed  will  not  be  subject  to  the  same   disclosure
requirements applicable to issuers whose securities are listed.


CLOSED-END INVESTMENT COMPANIES

The gold and  natural  resources  funds and the  equity  funds may invest in the
securities of closed-end  investment  companies with investment policies similar
to those of the fund, provided its investments in these securities do not exceed
3% of the total voting stock of any such  closed-end  investment  company and do
not, in total,  exceed 10% of the fund's total assets.  The fund will indirectly
bear its proportionate share of any management fees paid by investment companies
it owns in addition to the advisory fee paid by the fund.



STRATEGIC TRANSACTIONS

The gold and  natural  resources  funds and the equity  funds  may,  but are not
required to, use various other investment  strategies as described below.  These
strategies are generally accepted as modern portfolio management  techniques and
are  regularly  used by many  mutual  funds and other  institutional  investors.
Techniques  and  instruments  may  change  over  time  as  new  instruments  and
strategies  are developed or regulatory  changes  occur.  While  pursuing  these
investment strategies,  the funds may purchase and sell: (1) exchange-listed and
over-the-counter  put and call options on  securities,  equity and  fixed-income
indexes and other financial  instruments;  (2) financial  futures  contracts and
options thereon; and (3) it may enter into various currency transactions such as
currency forward contracts, currency futures contracts, or options on currencies
or  currency  futures.   Collectively,   all  the  above  are  called  strategic
transactions.   The  funds  will  not  sell  put   options   except  in  closing
transactions.

Each fund may engage in strategic transactions for hedging, risk management,  or
portfolio  management purposes and not for speculation.  Strategic  transactions
may be used to attempt to protect against  possible  changes in the market value
of securities  held in, or to be purchased for, the portfolio.  Such changes may
result from securities markets or currency exchange rate fluctuations. Strategic
transactions may also be used to attempt to protect  unrealized gains or prevent
losses in the value of its  portfolio  securities,  or to  establish  a position
using strategic transactions as a temporary substitute for purchasing or selling
particular  securities.  The  ability  of  the  funds  to  use  these  strategic
transactions  successfully  will  depend upon the  adviser's  ability to predict
pertinent  market  movements,  which  cannot be assured.  Engaging in  strategic
transaction  will  increase  transaction  expenses and may result in a loss that
exceeds the principal  invested in the  transaction.  The funds will comply with
applicable regulatory requirements when it engages in strategic transactions.

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<PAGE>


SPECIFIC FUND LIMITATIONS IN STRATEGIC TRANSACTIONS

The GLOBAL  RESOURCES FUND will limit its strategic  transactions  to purchasing
and selling call options and purchasing  put options on stock  indexes,  selling
covered calls on portfolio  securities,  buying call options on  securities  the
Global Resources Fund intends to purchase,  purchasing put options on securities
(whether or not held in its portfolio), and engaging in closing transactions for
an  identical  option.  Not more than 2% of the Global  Resources  Fund's  total
assets may be  invested  in premiums on put options and not more than 25% of the
fund's  total assets may be subject to put options.  The Global  Resources  Fund
will not purchase any option,  if immediately  afterwards,  the aggregate market
value of all outstanding  options  purchased and written by the Global Resources
Fund would exceed 5% of the fund's total assets.  The Global Resources Fund will
not write any call option if, immediately afterwards, the aggregate value of the
fund's  securities  subject to outstanding  call options would exceed 25% of the
value of its total assets.  The Global  Resources Fund will only deal in options
that are either listed on an exchange or quoted on NASDAQ.

The CHINA  REGION FUND will limit its options  transactions  to  exchange-listed
options.  It will not buy any option if, immediately  afterwards,  the aggregate
market value of all outstanding options purchased and written would exceed 5% of
the fund's total  assets.  The China Region Fund will not write any call options
if, immediately afterwards, the aggregate value of the fund's securities subject
to outstanding call options would exceed 25% of the value of its assets.

The ALL AMERICAN FUND will limit its strategic  transactions to purchasing stock
index futures  contracts or purchasing  options thereon,  purchasing and selling
call options and purchasing put options on stock indexes,  selling  covered call
options on  portfolio  securities,  buying call options on  securities  the fund
intends to purchase, buying put options on portfolio securities, and engaging in
closing  transactions  for an  identical  option.  The  underlying  value of all
futures  contracts  may not exceed 35% of the All American  Fund's total assets.
Furthermore,  the fund  will not  commit  more  than 5% of its  total  assets to
premiums on options and initial  margin on futures  contracts.  The All American
Fund will not borrow money to purchase futures contracts or options.

The REAL ESTATE FUND and INCOME FUND will limit their strategic  transactions to
purchasing and selling call options and purchasing put options on stock indexes,
selling  covered call options on  portfolio  securities,  buying call options on
securities  the fund  intends  to  purchase,  buying put  options  on  portfolio
securities, and engaging in closing transactions for an identical option.

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<PAGE>




CURRENCY HEDGING

The CHINA  REGION  FUND may engage in  strategic  transactions  in an attempt to
hedge the fund's foreign securities investments back to the U.S. dollar when, in
its judgment,  currency movements affecting particular investments are likely to
harm the  performance of the China Region Fund.  Possible losses from changes in
currency  exchange  rates are a primary  risk of unhedged  investing  in foreign
securities.  While a security may perform well in a foreign market, if the local
currency  declines  against  the U.S.  dollar,  gains  from the  investment  can
disappear or become losses.  Typically,  currency  fluctuations are more extreme
than stock  market  fluctuations.  Accordingly,  the strength or weakness of the
U.S.  dollar  against  foreign  currencies  may  account  for part of the fund's
performance  even when the adviser  attempts  to reduce  currency  risk  through
hedging  activities.  While currency  hedging may reduce  portfolio  volatility,
there are costs  associated  with such hedging,  including the loss of potential
profits, losses on strategic transactions and increased transaction expenses.

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<PAGE>


YOUR ACCOUNT


BUYING SHARES

Read this  prospectus  carefully.  Then decide how much you want to invest.  The
minimum initial investments are:

     o    regular account: $5,000 
          regular money market accounts: $1,000

     o    custodial accounts for minors (UGMA/UTMA): $50

     o    retirement account: no minimum

     o    ABC Investment Plan(r): $100 to open--minimum monthly investment after
          you open the plan is $30

Minimum  investments  may  be  waived  for  purchases  made  through  qualifying
broker-dealers or certain institutional programs.

IF YOU ARE OPENING A NEW ACCOUNT

     o    Complete the appropriate parts of the account application.

     o    Make out your check for the  amount you want to invest  payable to the
          fund you are buying (address in box below).

If you  have  questions,  call  1-800-873-8637  to talk  to one of our  investor
representatives.

IF YOU ARE ADDING TO YOUR ACCOUNT

     o    Make out a check for the investment  amount ($50 minimum),  payable to
          the fund you are buying.

     o    Fill out the detachable  investment slip from your account  statement.
          Use the investment slip from the account you want to invest in so that
          your money will not be  credited to the wrong fund  (investment  slips
          are pre-coded).  If you do not have an investment slip, include a note
          specifying the fund name, your account number and your address.

If you are  investing in more than one fund,  make out separate  checks for each
fund.

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<PAGE>



     o    Deliver  your  check  and  investment  slip  or  note  to  Shareholder
          Services.

[GRAPHIC:  ADDRESS BLOCK]

                    ---------------------------------
                    ADDRESS

                    United Shareholder Services, Inc.
                    P.O. Box 781234
                    San Antonio, Texas 78278-1234

                    TELEPHONE

                    1-800-US-FUNDS
                    (1-800-873-8637)
                    ---------------------------------

BUYING  SHARES BY PHONE Call  1-800-  US-FUNDS.  Tell the  Shareholder  Services
representative  the fund name,  your  account  number,  the name(s) in which the
account is registered and the amount of your investment.  You may purchase up to
ten  times  the  value of your  shares  in that  account.  Payment  is due seven
business days after you call.

(Investments  by phone are not  available in money  market  funds or  retirement
accounts managed by the adviser.)


BUYING SHARES BY WIRE Call  Shareholder  Services for a confirmation  number and
wiring instructions.


BUYING  SHARES WITH THE ABC  INVESTMENT  PLAN(r) The ABC  Investment  Plan(r) is
offered as a special service  allowing you to build a position in the fund(s) of
your choice without having to try to outguess the market.  By investing the same
amount at regular  intervals,  you avoid the  extremes in the  market.  When the
market  is  undervalued,  you  automatically  buy  more  shares,  and when it is
overvalued, you buy fewer.

If you open an account under the ABC Investment Plan(r), your initial investment
is only  $100--not  $5,000 as it is for regular  accounts--and  only $30 a month
afterwards.  Of course,  you can save any higher amount you choose. You may also
change the date or amount of your  investment or discontinue the plan anytime by
sending a letter to us two weeks before you want the change to be effective.

o  Complete the ABC  Investment  Plan(r) form  allowing the fund to draw on your
   money market or bank account every month.

o  Send your application and a voided check to Shareholder  Services (address in
   box below).

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<PAGE>



BUYING SHARES THROUGH DIRECT DEPOSIT Call 1-800-US-FUNDS for more information.


EXCHANGING BETWEEN FUNDS

You may  exchange  into any other  identically  registered  fund(s)  in the U.S.
Global Investors family of funds. When you exchange you, in effect,  sell shares
of one fund and buy shares of another fund at their respective closing net asset
values.

o   Call or write Shareholder Services. (1-800-US-FUNDS) to request an exchange.


ADDITIONAL INFORMATION ABOUT EXCHANGES

Shareholder  Services charges $5 for each exchange to cover administrative costs
of handling  exchanges.  (The first three  exchanges  per quarter in  retirement
accounts administered by the adviser are exempt from this fee.)

An exchange  involves  the sale of shares of one fund and the purchase of shares
of another fund.  Like any other  purchase,  shares can be bought only after all
conditions of purchase have been met; for example, the proceeds are available to
invest.  Like any other sale,  the fund has the right to hold proceeds for up to
seven  days.  In  general,  the funds  expect to  exercise  this  right  only on
exchanges  of $50,000 or more.  If your  purchase  will be delayed,  you will be
notified immediately.

Exchanges  may be subject to trader's  fees.  (See the TRADERS'S FEE PAID TO THE
FUND section.)



SELLING (REDEEMING) SHARES

BY LETTER

o    Write a letter of  instruction  or complete a stock power  showing the fund
     name, your account  number,  the name(s) in which the account is registered
     and the dollar value or number of shares you wish to sell.

o    Include  signatures  of  each  owner  signing  exactly  as the  shares  are
     registered  and any  additional  documents  that may be  required  (see box
     below).

o    Mail the materials to Shareholder Services (address in box below).

o    A check will be mailed to the  name(s)  and address in which the account is
     registered,  or  otherwise  according  to your letter of  instruction.  See
     SIGNATURE GUARANTEE section below.

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<PAGE>




BY CHECK

You may write an unlimited  number of checks of any amount out of your  Treasury
Cash Fund, and you may write an unlimited  number of checks for $500 or more out
of your Government Savings Fund.

[GRAPHIC:  ADDRESS BLOCK]

                    ---------------------------------
                    ADDRESS

                    United Shareholder Services, Inc.
                    P.O. Box 781234
                    San Antonio, Texas 78278-1234

                    TELEPHONE

                    1-800-US-FUNDS
                    (1-800-873-8637)
                    ---------------------------------

BY PHONE

o    Request an exchange into your  identically  registered money market fund by
     calling  1-800-US- FUNDS between 7:30 a.m. and 5:00 p.m. Central time. Then
     write a check for any amount over $500.

o    Call Shareholder Services to make a telephone redemption. Check writing and
     telephone redemptions are available in both money market funds. Shareholder
     Services can help you set up either of these plans.

See the  EXCHANGING  BETWEEN  FUNDS  section  for a  description  of  exchanges,
including the $5 exchange fee.


SIGNATURE GUARANTEE

You will need a signature guarantee if:

o    your address of record has changed within the past 30 days

o    you are selling more than $15,000 worth of shares

o    you are  requesting  payment other than by a check mailed to the address of
     record and payable to the registered owner(s).

You can generally obtain a signature  guarantee from the following  sources:  

o    a federal savings, cooperative or other type of bank
o    a savings and loan or other thrift institution 
o    a credit union
o    a broker or securities dealer
o    a securities exchange or clearing agency

A notary public CANNOT provide a signature guarantee.


ADDITIONAL INFORMATION ABOUT SELLING SHARES

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<PAGE>



If you are selling  (redeeming) shares in an IRA or similar retirement  account,
submit  IRS Form W4-P and the  reason  you are  withdrawing.  Proceeds  from the
redemption of shares in a retirement account may be subject to withholding tax.

If you are in one of the groups described below, you must submit:

     OWNERS OF INDIVIDUAL,  JOINT,  SOLE  PROPRIETORSHIP,  UGMA/UTMA  (CUSTODIAL
     ACCOUNTS FOR MINORS) OR GENERAL PARTNER ACCOUNTS.

     o    Letter of instruction.

     o    On the letter,  the signatures and titles of all persons authorized to
          sign for the account, exactly as the account is registered.

     o    Signature guarantee if applicable (see above).

     OWNERS OF CORPORATE OR ASSOCIATION ACCOUNTS.

     o    Letter of instruction.

     o    Corporate resolution.

     o    On the letter  and the  resolution,  the  signature  of the  person(s)
          authorized to sign for the account.

     o    Signature guarantee if applicable (see above).

     TRUSTEES, OR THEIR DESIGNATED REPRESENTATIVE, OF TRUST ACCOUNTS.

     o    Letter of instruction.

     o    On the letter, the signature(s) of the trustee(s).

     o    Signature guarantee if applicable (see above).

     o    Copy of the trust document.

     JOINT TENANCY SHAREHOLDERS WHOSE CO-TENANTS ARE DECEASED.

     o    Letter of instruction signed by surviving tenant.

     o    Copy of death certificate.

     o    Signature guarantee if applicable (see above).

     EXECUTORS OF SHAREHOLDER ESTATES.

     o    Letter of instruction signed by executor.

     o    Copy of order appointing executor.

     o    Signature guarantee if applicable (see above).

     ADMINISTRATORS,  CONSERVATORS, GUARDIANS AND OTHER SELLERS OR ACCOUNT TYPES
     NOT LISTED ABOVE.

     o    Call 1-800-US-FUNDS.

Usually redemption checks are mailed in 48 hours although the fund has the right
to hold checks up to seven days.

Checks may be delayed if you have changed your address in the last thirty days.

Checks can be mailed only when the  purchasing  check has cleared,  although you
may avoid this possible delay by investing by bank wire.

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<PAGE>


WIRE  TRANSFERS You may authorize wire transfers of proceeds if you send written
wiring  instructions  with a signature  guarantee.  Proceeds,  less $10 for wire
fees,  will usually be transmitted on the first business day after you direct us
to sell shares. (International wires may cost more.)


CLOSING FEE The  transfer  agent  charges a $10 closing fee if all shares in the
account are redeemed.  The fee allocates to redeeming  shareholders an equitable
part of the transfer agent's fee, including the cost of tax reporting,  which is
based on the  number of  shareholder  accounts.  NO CLOSING  FEE IS CHARGED  FOR
EXCHANGES BETWEEN FUNDS IN THE U.S. GLOBAL INVESTORS FAMILY OF FUNDS.

If you are redeeming shares in your IRA or similar  retirement  account,  send a
completed  Internal  Revenue  Service Form W4-P and your reason for  withdrawing
your  investment.  Proceeds  from  a  retirement  account  may be  subject  to a
withholding tax.


TRANSACTION POLICIES

VALUATION OF SHARES You may purchase or redeem shares  anytime,  without a sales
charge,  at the next  determined  net  asset  value per  share  (NAV).  The fund
establishes  the NAV,  on each  business  day that the New York  Stock  Exchange
(NYSE)  is open,  for each fund by  dividing  the net  assets  by the  number of
outstanding shares.

The funds'  portfolio of securities are valued  primarily on market  quotations,
where available.  Securities for which current market quotations are not readily
available  are  valued at fair value as  determined  in good faith by the funds'
board of trustees.  Short- term investments  maturing in sixty days or less, and
both of the  government  money  market  funds  attempt  to  maintain  a constant
per-share value of $1.00.

EXECUTION OF REQUESTS  Buy and sell  requests  become  effective at the close of
regular trading on the NYSE,  typically 4:00 p.m.  Eastern time,  Monday through
Friday  (except for U.S.  Gold Shares  Fund  trades that are  effective  at 3:00
p.m.). If the NYSE and other financial markets close earlier, as on the eve of a
holiday, net asset value is determined earlier in the day when trading closes.


TRADER'S FEE PAID TO THE FUND To protect the interests of other investors in the
fund, a trader's fee is paid by shareholders  who redeem or exchange shares held
less  than a minimum  number  of days.  (See  SHAREHOLDER  TRANSACTION  EXPENSES
section for the amount and the minimum  holding  period.) A fund may also refuse
investments from shareholders who engage in short-term trading.

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<PAGE>



A fund may change or cancel  its  exchange  policies  at any time,  upon  60-day
notice to its shareholders.


ACCOUNT  MAINTENANCE  FEE The All American Fund assesses an account  maintenance
fee of $3 per quarter. The purpose of the fee is to allocate part of the cost of
maintaining  shareholder  accounts equally to all accounts.  The fee is deducted
first from the quarterly dividends paid the shareholder.


TELEPHONE  TRANSACTIONS For your protection,  telephone requests may be recorded
to verify their accuracy.  In addition,  Shareholder Services will take measures
to verify the identity of the caller,  such as asking for name,  account number,
Social Security or other taxpayer ID number and other relevant  information.  If
appropriate measures are taken,  Shareholder Services is not responsible for any
losses that may occur in any account due to an unauthorized telephone call. Also
for your protection,  telephone transactions are not permitted on accounts whose
names or addresses have changed within the past 30 days--although  you may still
exchange between funds. Proceeds from telephone  transactions can only be mailed
to the address of record.


CONFIRMATION  STATEMENTS  &  CERTIFICATES  All fund  shares  are  electronically
recorded.  Your  confirmation  statement  is your proof that you have  purchased
shares. Shares certificates are not issued.


ELIGIBILITY  BY STATE You may only  invest in, or  exchange  into,  fund  shares
legally  available in your state.  At this time, all funds are registered in all
states.



DIVIDENDS AND ACCOUNT POLICIES


ACCOUNT STATEMENTS In general, you will receive account statements as follows:

o    after  every  transaction  that  affects  your  account  balance,  with the
     exception of the Treasury Cash Fund where you receive a statement only when
     you make a deposit but not when the checks you write are deducted.

o    after any changes of name or address of the registered owner(s).

o    in all other circumstances, once a year.

Every year you will also receive,  if  applicable,  a Form 1099 tax  information
statement, mailed no later than January 31.

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<PAGE>



DIVIDENDS The funds generally pay income dividends and distribute capital gains,
if any, as follows:

o    GOLD AND  NATURAL  RESOURCES  FUNDS and CHINA  REGION  FUND--dividends  and
     capital gains are distributed annually, usually in December.

o    ALL AMERICAN and INCOME FUNDS--dividends are distributed quarterly; capital
     gains are distributed annually.

o    REAL ESTATE  FUND--dividends are distributed  semi-annually;  capital gains
     are distributed annually.

o    TAX-FREE  FUNDS--dividends  are  distributed  monthly;  capital  gains  are
     distributed annually.

o    GOVERNMENT  MONEY MARKET  FUNDS--all net income is declared and distributed
     as a daily dividend.


DIVIDEND  REINVESTMENT  Most  investors have their  dividends and  distributions
reinvested in additional  shares of the same fund. If you choose this option, or
if you do not indicate any choice,  your  dividends  will be  reinvested  on the
dividend  payable date.  Alternatively,  you can choose to have a check for your
dividends  mailed  to  you.  However,  if the  check  is not  deliverable,  your
dividends will be reinvested.


TAXABILITY  OF  DIVIDENDS As long as a fund meets the  requirements  for being a
qualified regulated investment company, which each fund has done in the past and
intends to do in the future,  it pays no federal  income tax on the  earnings it
distributes to  shareholders.  Consequently,  dividends you receive from a fund,
whether  reinvested or taken as cash, are generally  considered  taxable to you.
Dividends  from a fund's  long-term  capital gains are taxable as capital gains;
dividends from other sources are generally taxable as ordinary income.

Distribution  by the tax-free  funds of net tax exempt  interest  income will be
excluded from your gross income for Federal income tax purposes.  Dividends from
taxable net investment income and distributions of net short-term  capital gains
are taxable as ordinary  income.  Distributions of net capital gains are taxable
as long-term  capital  gains  regardless  of the length of time the investor has
held his shares of the fund.

When you buy your shares, the price may reflect  undistributed  income,  capital
gains,  or unrealized  appreciation  of  securities.  A dividend or capital gain
distribution  paid to you shortly after you purchase  shares will reduce the net
asset  value of your  shares by the  amount of the  distribution.  Although,  in
effect, a return of capital, these payments are fully taxable.

Some  dividends  paid in  January  may be  taxable  as if they had been paid the
previous December.

Page 41 Your account


<PAGE>



Corporations may be entitled to take a dividends-received  deduction for part of
certain dividends they receive.

The Form 1099 that is mailed to you every  January  details your  dividends  and
their federal tax category,  although you should verify your tax liability  with
your tax professional.


TAXABILITY  OF  TRANSACTIONS  Any  time  you  sell  or  exchange  shares,  it is
considered a taxable event for you. Depending on the purchase price and the sale
price of the shares you sell or  exchange,  you may have a gain or a loss on the
transaction.  You are  responsible  for any tax  liabilities  generated  by your
transactions.


PERFORMANCE  INFORMATION From time to time, in advertisements or reports, a fund
may  compare  its  performance  to that  of  other  mutual  funds  with  similar
investment objectives or to stock, bond or other indexes, as reported in various
periodicals.  Comparisons may made in terms of yield, total return, or yield AND
total  return.  You  should  not  think  of  these  performance  comparisons  as
representing the fund's future performance.


SMALL ACCOUNTS If you draw down a non-retirement account so that its total value
is less than $5,000, you will be charged a small monthly fee, paid quarterly, as
follows:

o    $1 a month for ALL AMERICAN, INCOME and REAL ESTATE FUNDS.

o    $5 a month for TREASURY CASH, TAX FREE,  GOVERNMENT SAVINGS,  NEAR-TERM TAX
     FREE and CHINA REGION FUNDS.

Active  ABC  Investment  Plan(r)  accounts,  custodial  accounts  for minors and
retirement plan accounts are exempt from this provisions.



ADDITIONAL INVESTOR SERVICES


RETIREMENT  PLANS  U.S.  Global  Investors  Funds  offer  a range  of  qualified
retirement plans,  including $IRAs,  SEPs, 401(k) plans,  403(b) plans and other
pension and  profit-sharing  plans. Each fiduciary account will be charged a $10
annual maintenance fee.


PAYROLL DEDUCTION PLANS, including military allotments

Page 42 Additional Investor Services


<PAGE>

CUSTODIAL ACCOUNTS FOR MINORS


SYSTEMATIC WITHDRAWAL PLAN

Page 43 Additional Investor Services


<PAGE>


FUND DETAILS


HOW  THE  FUNDS  ARE  ORGANIZED  U.S.  Global  Investors  Funds  is an  open-end
management investment company.

The funds are supervised by a board of trustees,  an  independent  body that has
ultimate responsibility for fund activities. The board retains various companies
to carry out fund  operations,  including  the  investment  adviser,  custodian,
transfer  agent and  others.  The board has the right,  and the  obligation,  to
terminate the funds'  relationship  with any of these  companies and to retain a
different  company  if  the  board  believes  it is in  the  shareholders'  best
interests.

At a mutual fund's inception,  the initial  shareholder  (typically the adviser)
appoints  the board of  trustees.  Afterwards,  the  board and the  shareholders
determine  the board's  membership.  The board of U.S.  Global  Investors  Funds
includes  individuals who are affiliated with the investment  adviser.  However,
the majority of the board members are independent.

The funds do not hold annual shareholder meetings, but may hold special meetings
for purposes such as electing or removing  board members,  changing  fundamental
policies, or approving a management contract.


THE MANAGEMENT FIRM (THE ADVISER) U.S. Global Investors,  Inc., founded in 1968,
gives investment advice and manages the funds. Frank E. Holmes,  chief executive
officer and  chairman of the  adviser's  board of directors as well as president
and trustee for the funds,  owns more than 25 percent of the voting stock of the
adviser and is its controlling shareholder.

The  adviser  makes  investment   decisions  for  U.S.  Global  Investors  Funds
independently of those made for other investment companies it advises. Each fund
pays the  adviser a fee based on its  average  net  assets.  See the ANNUAL FUND
OPERATING  EXPENSES  section for actual  percentages paid during the last fiscal
year.


THE  SUB-ADVISER In  _____________,  the adviser and the funds  contracted  with
Goodman & Company N.Y. Ltd.  ("Goodman"),  Toronto,  Ontario,  Canada, to act as
sub-adviser  for the Real  Estate  Fund and to manage  the  fund's  investments.
Goodman is a wholly owned  subsidiary of Goodman and Company Ltd., an investment
management  company  managing  investment  portfolios in Canada for clients with
total assets under  management  (including  other mutual funds) of more than CDN
$7.2  billion.  Investment  decisions  for the fund are  made  independently  of
investment decisions made for other clients.

Goodman manages the portfolio and provides advice and recommendations  about its
investments  and investment  strategy,  subject to the general  supervision  and
control of the adviser and the funds' board of trustees. For these services, the
adviser shares the

Page 44 Fund details


<PAGE>


management fee with the sub-adviser.  The fund is not responsible for paying any
of the sub-adviser's fees.


THE TRANSFER AGENT Each fund pays the transfer agent an annual fee of $23.00 per
account for shareholder servicing  activities,  paid monthly. If shares are held
in omnibus  accounts  at banks,  trust  companies,  broker-dealers  and  similar
institutions,  the fund pays a monthly fee of 0.00125 of the value of the shares
to these institutions,  although the fee cannot be more than $1.92 multiplied by
the daily average number of accounts at the institution.



FOR MORE INFORMATION

Two documents  are  available  that offer  further  information  on U.S.  Global
Investors Funds.


ANNUAL  AND  SEMI-ANNUAL   REPORTS  Includes  financial   statements,   detailed
performance information, portfolio holdings, a statement from management and the
auditor's report.


STATEMENT  OF  ADDITIONAL  INFORMATION  (SAI)  The SAI  contains  more  detailed
information on all aspects of the funds. The current  annual/semi- annual report
is included in the SAI.

A current SAI has been filed with the Securities and Exchange  Commission and is
incorporated by reference (is legally a part of this prospectus).

To request a free copy of the current  annual/semi- annual report or SAI, please
write or call:

[GRAPHIC:  ADDRESS BLOCK]

                    ---------------------------------
                    ADDRESS

                    United Shareholder Services, Inc.
                    P.O. Box 781234
                    San Antonio, Texas 78278-1234

                    TELEPHONE

                    1-800-US-FUNDS
                    (1-800-873-8637)
                   
                    INTERNET
                    http://www.us-global.com

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


Page 45 For more information

<PAGE>

                               INVESTMENT ADVISER
                           U.S. Global Investors, Inc.
                              7900 Callaghan Road
                              San Antonio, TX 78229

                                 TRANSFER AGENT
                        United Shareholder Services, Inc.
                                 P.O. Box 781234
                           San Antonio, TX 78278-1234

                                   CUSTODIAN
                             Bankers Trust Company
                                 16 Wall Street
                               New York, NY 10005

                                 LEGAL COUNSEL
                          Goodwin, Procter & Hoar LLP
                                 Exchange Place
                          Boston, Massachusetts 02109
                           
                             INDEPENDENT ACCOUNTANTS
                              Price Waterhouse LLP
                         One Riverwalk Place, Suite 900
                              San Antonio, TX 78205



===================================  PART B  ===================================


                       U.S. GLOBAL INVESTORS FUNDS


                 STATEMENT OF ADDITIONAL INFORMATION


  U.S. GOLD SHARES FUND  ("Gold Shares Fund")
  U.S. GLOBAL RESOURCES FUND ("Global Resources Fund")
  U.S. WORLD GOLD FUND  ("World Gold Fund")
  U.S. TREASURY SECURITIES CASH FUND ("Treasury Securities Cash Fund")
  U.S. GOVERNMENT SECURITIES SAVINGS FUND ("Government Securities Savings Fund")
  U.S. INCOME FUND ("Income Fund")
  U.S. REAL ESTATE FUND ("Real Estate Fund")
  UNITED SERVICES NEAR-TERM TAX FREE FUND ("Near-Term Tax Free Fund")
  U.S. TAX FREE FUND ("Tax Free Fund")


U.S.  Global  Investors  Funds (the  "Trust") is an open-end  series  investment
company.  This  Statement of Additional  Information  is not a  prospectus.  You
should read it in conjunction with the appropriate prospectus issued November 1,
1996 (the "Prospectus"), which you may request from U. S. Global Investors, Inc.
(the   "Advisor"),   7900  Callaghan   Road,  San  Antonio,   Texas  78229,   or
1-800-US-FUNDS (1-800-873-8637).

The date of this Statement of Additional Information is November 1, 1997.
<PAGE>

                             TABLE OF CONTENTS

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

INVESTMENT OBJECTIVES AND POLICIES ........................   3
     Investment Restrictions ..............................   4
     Valuation of Shares ..................................   5
     Gold and Natural Resources Funds .....................   5
     China Region Fund ....................................   6
     Real Estate Fund .....................................   8
     Tax Free Funds .......................................   8
     Government Money Market Funds ........................  11

RISK FACTORS ..............................................  11
     Repurchase Agreements ................................  14
     Lending of Portfolio Securities ......................  14
     Borrowing ............................................  14

STRATEGIC TRANSACTIONS ....................................  15

PORTFOLIO TRANSACTIONS ....................................  18

MANAGEMENT OF THE FUNDS ...................................  18

PRINCIPAL HOLDERS OF SECURITIES ...........................  20

INVESTMENT ADVISORY SERVICES ..............................  20

ADVISORY FEE SCHEDULE .....................................  21

TRANSFER AGENCY AND OTHER SERVICES ........................  23

CERTAIN PURCHASES OF SHARES OF THE FUNDS ..................  23

ADDITIONAL INFORMATION ON REDEMPTIONS .....................  24

CALCULATION OF PERFORMANCE DATA ...........................  25
     Total Return .........................................  25
     Yield ................................................  26
     Tax Equivalent Yield .................................  27
     Nonstandardized Total Return .........................  27
     Distribution Rates ...................................  27
     Effect of Fee Waiver and Expense Reimbursement .......  27

TAX STATUS ................................................  27
     General ..............................................  27
     Taxation of the Funds' Investments ...................  28
     Taxation of the Shareholder ..........................  29
     Foreign Taxes ........................................  30
     Currency Fluctuations - "Section 988" Gains or Losses   30
     Foreign Taxes ........................................  30
     Custodian, Fund Accountant, and Administrator ........  31

INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL .................  31

FINANCIAL STATEMENTS ......................................  31
<PAGE>
                         GENERAL INFORMATION

U. S. Global Investors Funds (the "Trust") is an open-end management  investment
company,  a  voluntary  association  of the type  known as a  "business  trust,"
organized  under  the  laws of the  Commonwealth  of  Massachusetts.  There  are
numerous  series  within  the  Trust,   each  of  which  represents  a  separate
diversified   portfolio   of   securities   (collectively   referred  to  herein
as"Portfolios" or "Funds" and individually as a "Portfolio" or "Fund").

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 each 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,  shall 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 "How The Funds Are Organized" in the prospectus,  the Trust's
First  Amended  and  Restated   Master  Trust   Agreement   (the  "Master  Trust
Agreement"), requires no annual or regular meeting of shareholders. 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 (the
"1940 Act").

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. 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  investment  objectives and policies of the Funds are described in detail in
the  Prospectus.  The following  discussion  provides  supplemental  information
concerning certain investment limitations and techniques in which one or more of
the Funds may engage,  and certain of the risks they may entail.  Certain of the
investment techniques may not be available to all of the Funds.

All of the Funds are managed by U.S. Global Investors, Inc (the "Advisor").  The
Real Estate fund is sub-Advised by Goodman & Company Ltd.

INVESTMENT RESTRICTIONS

None of the Funds will  change  any of the  following  investment  restrictions,
without,  in either case, the affirmative  vote of a majority of the outstanding
voting securities of that Fund,  which, as used herein,  means the lesser of (1)
67% of that Fund's  outstanding  shares  present at a meeting at which more than
50% of the outstanding  shares of that Fund are represented  either in person or
by proxy, or (2) more than 50% of that Fund's outstanding shares.

A Fund may not:

(1)  Issue senior securities.

(2)  Borrow money,  except that (i) a Fund may borrow not in excess of 5% of the
     total  assets  of  that  Fund  from  banks  as  a  temporary   measure  for
     extraordinary  purposes,  and (ii) the Gold Shares  Fund,  World Gold Fund,
     China  Region  Fund,  and All  American  Fund  may  borrow  money  only for
     temporary  or  emergency  purposes  (not  for  leveraging  or  investment),
     provided that the amount of such  borrowings  may not exceed 33 1/3% of the
     Fund's total assets (including the amount borrowed) less liabilities (other
     than borrowings).

(3)  Underwrite  the  securities  of other  issuers,  except for the Gold Shares
     Fund,  Global  Resources Fund and World Gold Fund, to the extent that these
     Funds  may be  deemed  to act  as an  underwriter  in  certain  cases  when
     disposing of restricted securities.

(4)  Invest in real estate, except as may be represented by securities for which
     there is an  established  market or, with  respect to the Gold Shares Fund,
     when such interests are an incidental part of asset acquired through merger
     or  consolidation,  and except that this restriction  shall not prevent the
     Real Estate Fund from making any investment  which is otherwise  consistent
     with its objectives and policies.

(5)  Engage  in the  purchase  or  sale  of  commodities  or  commodity  futures
     contracts,  except that the Gold Shares Fund and World Gold Fund may invest
     not more  than 10% of its total net  assets in gold and gold  bullion,  and
     except that the Gold Shares Fund,  World Gold Fund,  China Region Fund, and
     All  American  Fund may  invest in  futures  contracts,  options on futures
     contracts, and similar instruments.

(6)  Lend its  assets,  except  that any 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 any Fund may lend  portfolio  securities  with an aggregate
     market  value of not more than  one-third  of such Fund's total net assets.
     (Accounts  receivable for shares purchased by telephone shall not be deemed
     loans.) The  Near-Term  Tax Free Fund may not lend its assets,  except that
     purchases  of debt  securities  in  furtherance  of the  Fund's  investment
     objectives will not constitute lending of assets.

(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 in securities which are subject to legal or contractual restrictions
     on resale ("restricted securities"),  except that (i) the China Region Fund
     may  invest  up to 15% of net  assets  in  illiquid  securities,  including
     securities  which  are  subject  to legal or  contractual  restrictions  on
     resale,  and (ii) the Gold Shares Fund, the Global  Resources Fund, and the
     World Gold Fund may invest up to 10% of the value of their  respective  net
     assets in such  restricted  securities.  Any such  investments  by the Gold
     Shares  Fund  will be in  companies  that have  been in  existence  for two
     consecutive  years or more,  including the operation of  predecessors,  and
     that have not  defaulted  in the payment of any debt within such two years.
     (This 10% restriction  includes the 2% restriction on warrants described in
     (12) below.)

(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   agencies   or
     instrumentalities),  except that the Gold Shares Fund will invest primarily
     in  securities of companies  involved in the  exploration  for,  mining of,
     processing of or dealing in gold;  the Global  Resources Fund and the World
     Gold Fund will invest at least 25% of the value of their  respective  total
     assets in securities of companies  principally  engaged in natural resource
     operations;  the U.S.  Tax Free  Fund and the  Near-Term  Tax Free Fund may
     invest more than 25% of its total assets in general  obligation bonds or in
     securities  issued by  states  or  municipalities  in  connection  with the
     financing  of  projects  with  similar  characteristics,  such as  hospital
     revenue bonds,  housing revenue bonds or electric power project bonds;  and
     the Real Estate  Fund will invest at least 65% of its assets in  securities
     of companies engaged principally in or related to the real estate industry.
     The U.S.  Tax Free  Fund and the  Near-Term  Tax Free  Fund  will  consider
     industrial  revenue  bonds where  payment of principal  and interest is the
     ultimate responsibility of companies within the same industry as securities
     from one industry. The China Region Fund will consider a foreign government
     to be an "industry".  For purposes of determining  industry  concentration,
     each Fund relies on the Standard  Industrial  Classification as compiled an
     independent source, as in effect from time to time.

(11) (a) Invest more than 5% of the value of its total assets in  securities  of
     any one  issuer,  except  such  limitation  shall 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.  (These  limitations as to the Gold Shares Fund,  Near-Term
     Tax Free  Fund,  and China  Region  Fund  apply to only 75% of the value of
     their respective gross assets.)

(12) The Gold  Shares  Fund may not invest  more than 2% of the value of its net
     assets in marketable warrants.

If a percentage  restriction  is adhered to at the time of  investment,  a later
increase  or  decrease  in  percentage  resulting  from a change  in  values  of
portfolio securities or amount of net assets, will not be considered a violation
of any of the foregoing restrictions.


VALUATION OF SHARES

Share value is calculated in U.S. dollars. A security quoted in another currency
is converted to U.S.  dollars using the exchange rate in effect in the principal
market where the security is traded.  A portfolio  security  listed or traded in
domestic or international markets, either on an exchange or over-the-counter, is
valued at the last  reported  sales  price  before the time when the fund values
assets.  Lacking  any  sales on that  day,  the  security  is valued at the mean
between  the last  reported  bid and ask  prices.  ("Domestic  market"  includes
markets in the United States or Canada, while  "international  market" refers to
any market NOT in the United States or Canada.)

If market  quotations  are not readily  available,  or restricted  securities or
similar assets are being valued,  the fund values the assets at fair value using
procedures  established by the board of trustees.  These procedures require that
the  adviser  write a FAIR  VALUE  MEMORANDUM  describing  the  methodology  and
rationale for  establishing  fair value.  A copy is delivered to the chairman of
the audit committee or any  independent  trustee if the chairman is unavailable.
The chairman has the authority to establish  fair value as described in the FAIR
VALUE  MEMORANDUM or to request an immediate  meeting of the audit  committee to
establish fair value.

Securities  traded on more than one market are valued  according to the broadest
and most representative  market.  Prices used to value portfolio  securities are
monitored to ensure that they represent  current  market values.  Calculation of
net asset value may not take place at the same time as the  determination of the
prices of a portfolio used in such  calculations.  Events affecting the value of
securities  that occur between the time prices are  established and the New York
Stock Exchange  closes are not reflected in the fund's  calculation of net asset
value  unless the board of  trustees  decides  that the event  would  materially
affect the net asset value.  In that case, the fund will make an adjustment.  If
the price of a  portfolio  security  is  materially  different  from its current
market value, the security will be valued at fair value.

Debt  securities  with  maturities of sixty days or less at the time of purchase
are valued based on the amortized cost.  This involves  valuing an instrument at
its cost initially and assuming, after that, a constant amortization to maturity
of any discount or premium,  despite the impact of fluctuating interest rates on
the market value of the instrument.

To maintain a constant per share price of $1.00 for the government  money market
funds,  portfolio  investments  are valued at cost,  and any discount or premium
created by market  movements  is  amortized  to  maturity  despite the effect of
fluctuating interest rates on the market value of the security.

The  following  discussion  of the  investment  objectives,  policies  and risks
associated  with  each  particular  Fund  supplements  the  discussions  in  the
prospectuses.


GOLD AND NATURAL RESOURCES FUNDS

The Gold Shares Fund and World Gold Fund intend to concentrate their investments
in common stocks of companies involved in exploration for, mining of, processing
of, or dealing in gold,  with emphasis on stock of foreign  companies.  The Gold
Shares Fund may also invest in the  securities of issuers  engaged in operations
related to silver  and other  precious  metals.  The Gold  Shares  Fund may also
invest in the  securities  of  closed-end  investment  companies,  provided  its
investments  in these  securities  do not exceed 3% of the total voting stock of
such closed-end investment company.

Approximately  30% of the world's  output of gold is produced in the Republic of
South  Africa.  A  substantial  portion of the Gold Shares Fund's net assets are
invested  in  securities  of  South  African   issuers  engaged  in  mining  of,
exploration  for,  processing  of, or dealing in gold.

The  production  and  marketing  of gold may be  affected  by the actions of the
International  Monetary Fund and certain governments,  or by changes in existing
governments.  In the current  order of magnitude of  production of gold bullion,
the four largest producers of gold are the Republic of South Africa,  the United
States,  Australia and Russia.  Economic and political conditions  prevailing in
these  countries  may have direct  effects on the  production  and  marketing of
newly-produced  gold and sales of central bank gold  holdings.  In South Africa,
the  activities of companies  engaged in gold mining are subject to the policies
adopted by the Ministry of Mines. The Reserve Bank of South Africa,  as the sole
authorized sales agent for South African gold, has an influence on the price and
timing of sales of South  African  gold.  The Gold Shares  Fund has  significant
investments  in South  African  issuers.  The  unsettled  political  and  social
conditions in South Africa may have  disruptive  effects on the market prices of
the  investments  of the Gold  Shares  Fund and may impair  its  ability to hold
investments in South African issuers.

Because gold and gold bullion do not generate investment income, the return to a
Fund from such  investments  will be  derived  solely  from the gains and losses
realized by the Fund upon the sale of the gold and gold  bullion.  The Funds may
also incur  storage and other costs  relating to their  investments  in gold and
gold bullion. Under certain circumstances,  these costs may exceed the custodial
and brokerage costs  associated  with  investments in portfolio  securities.  To
qualify as a regulated  investment  company  under  Subchapter M of the Code, at
least ninety percent (90%) of a Fund's gross income for any taxable year must be
derived from dividends,  interest, gains from the disposition of securities, and
gains from certain other specified transactions (the "Gross Income Test"). Gains
from the  disposition  of gold and gold bullion will not qualify for purposes of
satisfying the Gross Income Test. Additionally, to qualify under Subchapter M of
the Code,  at the close of each quarter of each Fund's  taxable  year,  at least
fifty percent (50%) of the value of the Fund's total assets must be  represented
by cash,  Government  securities and certain other specified  assets (the "Asset
Value Test"). Investments in gold and gold bullion will not qualify for purposes
of satisfying the Asset Value Test. To maintain each Fund's  qualification  as a
regulated investment company under the Code, each Fund will establish procedures
to monitor its  investments  in gold and gold bullion for purposes of satisfying
the Gross Income Test and the Asset Value Test.


CHINA REGION FUND

The China Region Fund will invest  primarily in  securities  which are listed or
otherwise  traded by  authorized  brokers and other  entities and will focus its
investments on equities and quasi-equity securities. Quasi-equity securities may
include, for example:  warrants or similar rights,  other financial  instruments
with substantial  equity  characteristics,  such as debt securities  convertible
into  equity  securities.  Although  the China  Region  Fund  expects  to invest
primarily in listed  securities of  established  companies,  it may,  subject to
local investment  limitations,  invest in unlisted securities of China companies
and companies that have business associations in China, including investments in
new and early stage companies. This may include direct equity investments.  Such
investments may involve a high degree of business and financial risk. Because of
the absence of any trading markets for these investments,  the China Region Fund
may find  itself  unable  to  liquidate  such  securities  in a timely  fashion,
especially  in the event of negative news  regarding the specific  securities or
the China markets in general.  Such securities  could decline  significantly  in
value prior to the China Region Fund's being able to liquidate such  securities.
In addition to financial and business  risks,  issues whose  securities  are not
listed will not be subject to the same  disclosure  requirements  applicable  to
issuers whose securities are listed.


PEOPLE'S REPUBLIC OF CHINA

The People's Bank of China is officially  responsible for managing stock markets
in the People's  Republic of China,  regulating  all trading and  settlement and
approving  all  issues  of new  securities.  The  Shanghai  and  Shenzhen  Stock
Exchanges   are  highly   automated   with  trading  and   settlement   executed
electronically.  Considerable  autonomy  has been given to local  offices of the
State  Commission of Economic  System Reform in developing  securities  markets.
They are charged with identifying suitable companies for listing.

There are currently two officially  recognized  securities  exchanges in China -
the Shanghai Stock Exchange which opened in December 1990 and the Shenzhen Stock
Exchange which opened in July 1991.  Shares traded on these Exchanges are of two
types - "A" shares which can be traded only by Chinese  investors and "B" shares
which can be traded only by individuals and corporations not residents of China.
The settlement period for "B" share trades is the same in Shenzhen and Shanghai.
Settlements are effected on the third business day after the transaction.  As of
June 1996,  seventeen  companies  were  authorized  to issue what are called "H"
shares which trade in Hong Kong and may be purchased by anyone.

The  China  Region  Fund  will  invest  in  both  new and  existing  enterprises
registered  and  operating  in China.  These will include  wholly  Chinese-owned
enterprises,  wholly foreign-owned  enterprises and Sino-foreign joint ventures.
It is not the  intention  of the China Region Fund to limit its  investments  to
Shenzhen and Shanghai alone.


HONG KONG

Sovereignty over Hong Kong was transferred from Great Britain to the PRC on July
1, 1997, at which time Hong Kong became a Special  Administrative Region ("SAR")
of the PRC. Under the agreement providing for such transfer (known as the "Joint
Declaration")  and the PRC law  implementing  its  commitments  thereunder  (the
"Basic Law"), the current social and economic systems in Hong Kong are to remain
unchanged  for at least 50  years,  and Hong  Kong is to enjoy a high  degree of
autonomy  except in foreign  and  defense  affairs.  The SAR will be vested with
executive,  legislative and judicial power. Laws currently in force, as they may
be amended by the SAR  Legislature,  are to remain in force except to the extent
they  contravene  the Basic Law. The PRC may not levy taxes on the SAR, the Hong
Kong dollar is to remain  fully  convertible,  and Hong Kong is to remain a free
port.  Under the terms of the Basic Law, Hong Kong's  current  social  freedoms,
including freedoms of speech, press, assembly,  travel, and religion, are not to
be affected.  It is not clear how future developments in Hong Kong and China may
affect the  implementation of the Basic Law after the transfer of sovereignty in
1997.

It is to be expected  that the Hong Kong stock  market  will remain  volatile in
response to prevailing  perceptions of political  developments in China. Foreign
enterprises are treated virtually the same as domestic enterprises and there are
no  restrictions  on exchange of foreign  currencies or on the  repatriation  of
profits.  Import and export  licenses are easy to obtain.  There are no exchange
controls,  investment  restrictions  or  dividend  withholding  taxes.  However,
currently  there are no laws in Hong Kong  which  specifically  protect  foreign
investors against expropriation.


TAIWAN

The Taiwan Stock  Exchange (the "TSE"),  the sole stock  exchange in Taiwan,  is
owned by  government-controlled  enterprises  and private  banks.  In 1968,  the
Securities  and  Exchange  Law was  passed  and,  since  that  time,  the Taiwan
securities  market has been  regulated  by the Taiwan  Securities  and  Exchange
Commission (the "TSEC") which, in turn, is supervised by the Ministry of Finance
(the  "MOF").  The  Central  Bank of China (the "CBC") is also  responsible  for
supervising certain aspects of the Taiwan securities market.

While,  historically,  foreign  individual  investors have not been permitted to
invest  directly in  securities  listed on the TSE,  since 1990 certain  foreign
institutional  investors  have been  permitted  access to the Taiwan  securities
market. Currently, foreign institutional investors which meet certain guidelines
promulgated by the TSEC and which are also approved by the TSEC, the MOF and the
CBC, will be permitted to invest in TSE listed securities.  However,  qualifying
foreign institutional investors (such as the China Region Fund) may not own more
than 5% of the  shares of a company  listed  on the TSE,  and the total  foreign
ownership of any listed  company may not exceed 10%. In addition,  the Taiwanese
government   prohibits  foreign  investment  in  certain  industries   including
transportation  and energy  companies.  Furthermore,  Taiwan  imposes an overall
country  limit on  investment  and  requires a long-term  commitment.  The China
Region Fund's Management  believes that over time restrictions on investments in
Taiwan may ease to permit  greater and more  flexible  investment  in  Taiwanese
securities.

The political  reunification of China and Taiwan is a highly  problematic  issue
that may not be settled in the near future.  Taiwan's economic  interaction with
China can take place only through  indirect  channels  (generally via Hong Kong)
due to the official  prohibitions  on direct  trade  between the PRC and Taiwan.
Nevertheless, in fewer than four years, Taiwan has become a significant investor
in China and China has become one of the largest markets for Taiwanese goods.


EXCHANGE CONTROL

PC currency, the Renminbi ("RNB"), is not freely convertible.  The exchange rate
of RNB against  foreign  currencies is regulated and published daily  the State
Administration of Exchange Control ("SAEC").  In 1986, to help solve the foreign
exchange  problems of foreign  investors,  China  established  Foreign  Exchange
Adjustment  Centers,  commonly  referred to as "swap enters," in various cities.
These swap centers provide an official forum where foreign invested  enterprises
may, under the supervision and control of SAEC and its branch offices, engage in
mutual  adjustment of their foreign  exchange  surpluses  and  shortfalls.  More
recently,  regulations have been relaxed to allow Chinese state  enterprises and
individuals to participate in foreign exchange swap transactions. Trading of RNB
and foreign  currencies at the swap centers is conducted at a rate determined by
supply and  demand  rather  than at the  official  exchange  rate.  Such  market
exchange  rates can be highly  volatile  and are  subject to sharp  fluctuations
depending on market conditions.

The China Region Fund may use official or market rates of exchange in connection
with portfolio  transactions and net asset value determinations  consistent with
prevailing practices in the relevant markets or locations, except that the China
Region Fund will not use any exchange rate if the effect of such use would be to
restrict repatriation of assets.

No exchange  control  approval is required  for the China Region Fund to acquire
"B" shares listed on stock exchanges. Dividends and/or proceeds from the sale of
securities  purchased by the China Region Fund in listed China  companies may be
remitted outside China,  subject to payment of any relevant taxes and completion
of the requisite formalities.

Shanghai securities are now being quoted in U.S. dollars and Shenzhen securities
are now being quoted in Hong Kong dollars.


REAL ESTATE FUND

The Real Estate Fund is designed to provide  investors  the  advantages  of real
estate   investment   with  the   convenience   and  liquidity   provided  by  a
professionally managed fund.

The Real Estate  Fund's  portfolio  will  consist  primarily  of  securities  of
companies in the real estate industry or securities of companies  related to the
real  estate  industry.  Because  the  Real  Estate  Fund's  portfolio  will  be
concentrated  in one  industry,  this would not be a suitable  investment  for a
person seeking a more diversified portfolio.

The Real Estate Fund's  investments  will include the common and preferred stock
of companies,  including  real estate  investment  trusts  ("REITs"),  listed on
national securities  exchanges or on NASDAQ which have at least 50% of the value
of their  assets in, or which  derive at least 50% of their  revenue  from,  the
ownership,  construction,  management  or sale  of  residential,  commercial  or
industrial real estate.

The Real  Estate  Fund may be  subject to the risks  associated  with the direct
ownership of real estate because of its policy to concentrate investments in the
securities of companies owning,  constructing,  managing or selling residential,
commercial or industrial real estate.  Additional  risks include declines in the
value of real estate,  risks related to general and local  economic  conditions,
overbuilding  and  increased  competition,   increases  in  property  taxes  and
operating  expenses,  changes in zoning laws,  casualty or condemnation  losses,
limitations on rents,  changes in neighborhood  values, the appeal of properties
to tenants, and increase in interest rates. Such risks may also affect the value
of securities of companies that serve the real estate industry.


TAX FREE FUNDS

The two tax-free funds invest primarily in municipal bonds. Municipal securities
are generally of two principal types--notes and bonds. Municipal notes generally
have  maturities of one year or less and provide for  short-term  capital needs.
Municipal  bonds  normally  have  maturities  of more  than one  year,  and meet
longer-term   needs.   Municipal   bonds  are  classified   into  two  principal
categories--general obligation bonds and revenue bonds. General obligation bonds
are backed by the taxing power of the issuer and are  considered the safest type
of  municipal  bond.  Revenue  bonds are backed by the  revenues  derived from a
project or facility.

The Tax  Free  Funds  invest  only in debt  securities  earning  one of the four
highest ratings by Moody's Investor's  Services (Aaa, Aa, A, Baa) or by Standard
& Poors  Corporation  (AAA,  AA, A, BBB). Not more than 10% of either of the Tax
Free  Fund's  total  assets  will be  invested  in the fourth  rating  category.
Investments  n the fourth  category  may have  speculative  characteristics  and
therefore,  may involve higher risks.  Investments in the fourth rating category
of bonds are generally  regarded as having an adequate  capacity to pay interest
and repay  principal.  However,  these  investments  may be more  susceptible to
adverse changes in the economy.  Municipal notes (including variable rate demand
obligations)  must be rated  MIG1/VMIG2 or MIG2/VMIG2 by Moody's or SP-1 or SP-2
by S&P.  Tax-exempt  commercial paper must be rated P-1 or P-2 by Moody's or A-1
or A-2 by S&P.

The tax-free  funds may purchase  variable and floating  rate  obligations  from
issuers or may acquire participation interest in pools of these obligations from
banks or other financial  institutions.  Variable and floating rate  obligations
are municipal securities whose interest rates change periodically. They normally
have a stated  maturity  greater than one year,  but permit the holder to demand
payment of principal and interest anytime or at specified intervals.

The tax-free funds may purchase obligations with term puts attached. "Put" bonds
are tax-exempt  securities  that may be sold back to the issuer or a third party
at face value before the stated maturity.  The put feature may increase the cost
of the security to the fund, consequently reducing the yield of the security.

The tax-free funds may purchase  municipal lease  obligations or certificates of
participation  in municipal lease  obligations.  A municipal lease obligation is
not a general obligation of the municipality for which the municipality  pledges
its   taxing   power.   Ordinarily,   a  lease   obligation   will   contain   a
"nonappropriation"  clause if the  municipality  has no obligation to make lease
payments in future years unless money is appropriated for that purpose annually.
Because of the risk of nonappropriation,  some lease obligations are issued with
third-party credit enhancements, such as insurance or a letter of credit.

Municipal lease  obligations are a relatively new type of financing that has not
yet  developed  the depth of  marketability  associated  with more  conventional
municipal securities.  For these reasons,  before investing in a municipal lease
obligation,  the adviser  will  consider,  among other  things,  whether (1) the
leased property is essential to a governmental function of the municipality, (2)
the municipality is prohibited from substituting or purchasing similar equipment
if lease payments are not appropriated,  and (3) the municipality has maintained
good market acceptability for its lease obligations in the past.

While the Tax Free Funds primarily invest in municipal bonds the income of which
is free from federal income taxes, they may also invest in repurchase agreements
and other securities which may earn taxable income. Moreover, the Tax Free Funds
may sell  portfolio  securities  at a gain,  which if long  term may be taxed to
shareholders  as long  term  capital  gains  and if  short  term may be taxed to
shareholders as ordinary income.

Subsequent  to a purchase by either Tax Free Fund,  an issue of municipal  bonds
may cease to be rated or its rating may be reduced  below the  minimum  required
for  purchase by that Tax Free Funds  Neither  event will  require  sale of such
municipal  bonds by either Tax Free Fund,  but the Advisor  will  consider  such
event in its  determination  of whether either Tax Free Fund should  continue to
hold the  municipal  bonds.  To the extent  that the rating  given by Moody's or
Standard & Poor's for municipal  bonds may change as a result of changes in such
organizations  or their rating  systems,  the Tax Free Funds will attempt to use
comparable  ratings as standards for its  investments  in accordance  with their
investment policies.

GENERAL   INFORMATION  ON  MUNICIPAL  BONDS  .  Municipal  bonds  are  generally
understood to include debt obligations issued to obtain funds for various public
purposes,  including the construction of a wide range of public  facilities such
as  airports,   bridges,  highways,  housing,  hospitals,  mass  transportation,
schools,  streets,  and water and sewer works.  Other public  purposes for which
municipal bonds may be issued include the refunding of outstanding  obligations,
obtaining funds for general  operating  expenses and lending such funds to other
public  institutions  and  facilities.  In  addition,  certain  types of private
activity bonds are issued by or on behalf of public  authorities to obtain funds
to provide privately  operated  hazardous  waste-treatment  facilities;  certain
redevelopment  projects;  airports,  docks,  and wharves  (other  than  lodging,
retail,  and  office  facilities);   mass  commuting   facilities;   multifamily
residential   rental  property;   sewage  and  solid  waste  disposal  property;
facilities for the furnishing of water;  and local furnishing of electric energy
or  gas or  district  heating  and  cooling  facilities.  Such  obligations  are
considered  to be  municipal  bonds  provided  that the  interest  paid  thereon
qualifies as exempt from Federal income tax, in the opinion of bond counsel,  to
the issuer.  In addition,  if the proceeds from private  activity bonds are used
for the  construction,  equipment,  repair or improvement of privately  operated
industrial  or  commercial  facilities,  the interest  paid on such bonds may be
exempt  from  Federal  income  tax,  although  current  Federal  tax laws  place
substantial limitations on the size of such issues.

In order to be classified as a "diversified"  investment  company under the 1940
Act, a mutual fund may not, with respect to 75% of its total assets, invest more
than 5% of its total  assets in the  securities  of any one issuer  (except U.S.
government  obligations)  or  own  more  than  10%  of  the  outstanding  voting
securities of any one issuer. For the purpose of diversification  under the 1940
Act, the  identification  of the issuer of municipal  bonds depends on the terms
and  conditions  of the  security.  When the assets and  revenues  of an agency,
authority,  instrumentality  or other  political  subdivision  are separate from
those of the  government  creating the issuing entity and the security is backed
only by the assets and revenues of such  entity,  such entity would be deemed to
be the sole issuer.  Similarly,  in the case of a private activity bond, if that
bond is backed  only by the assets and  revenues of the  non-governmental  user,
then such  non-governmental  user  would be deemed  to be the sole  issuer.  If,
however,  in either case the creating government or some other entity guarantees
a security,  such a guarantee may be considered a separate security and is to be
treated as an issue of such government or other entity.

The yields on municipal  bonds are dependent on a variety of factors,  including
general economic and monetary  conditions,  money market factors,  conditions of
the  municipal  bond  market,  size of a  particular  offering,  maturity of the
obligation,  and  rating  of  the  issue.  The  imposition  of a  mutual  fund's
management  fees, as well as other operating  expenses,  will have the effect of
reducing the yield to investors.

Municipal bonds are also subject to the provisions of bankruptcy, insolvency and
other laws  affecting the rights and remedies of creditors,  such as the Federal
Bankruptcy  Code,  and laws,  if any,  which may be enacted by Congress or state
legislatures  extending the time for payment of principal or interest,  or both,
or imposing  other  constraints  upon  enforcement  of such  obligations or upon
municipalities by levying taxes. There is also the possibility that, as a result
of  litigation  or other  conditions,  the power or  ability  of any one or more
issuers to pay, when due, principal of and interest on its, or their,  municipal
bonds may be materially affected.  The Tax Reform Act of 1986 enlarged the scope
of the alternative minimum tax. As a result,  interest on private activity bonds
issued after August 7, 1986 will be a preference  item for  alternative  minimum
tax purposes.

From time to time,  proposals  to restrict or eliminate  the Federal  income tax
exemption for interest on municipal bonds have been introduced  before Congress.
Similar  proposals  may be  introduced  in the future.  If such a proposal  were
enacted,  the  availability  of municipal  bonds for  investment by the Tax Free
Funds  would be  adversely  affected.  In such  event,  the Tax Free Funds would
re-evaluate their investment objective and policies.

MUNICIPAL  NOTES.  Municipal  notes are generally used to provide for short-term
capital needs and generally have maturities of one year or less. Municipal notes
include:

1. Tax   Anticipation  Notes.   Tax   anticipation  notes are  issued to finance
   working  capital needs of state and local  governments.  Generally,  they are
   issued in anticipation of various  seasonal tax revenues,  such as ad valorem
   property,  income sales,  use and business taxes,  and are payable from these
   specific future taxes. Tax anticipation notes are usually general obligations
   of the issuer.  General obligations are secured by the issuer's pledge of its
   full  faith,  credit  and  taxing  power for the  payment  of  principal  and
   interest.

2. Revenue  Anticipation  Notes.   Revenue   anticipation   notes   are   issued
   by state and local  governments or  governmental  bodies with the expectation
   that receipt of future revenues, such as Federal revenue sharing or state aid
   payments,  will be used to repay the notes.  Typically,  they also constitute
   general obligations of the issuer.

3. Bond  Anticipation  Notes.  Bond  anticipation  notes  are issued to  provide
   interim financing for state and local  governments until long-term  financing
   can be arranged.  In most cases,  the long-term  bonds then provide the money
   for the repayment of the notes.

4. Tax-Exempt  Commercial  Paper.  Tax-exempt  commercial  paper is a short-term
   obligation with a stated maturity of 365 days or less.It is issued and backed
   by  agencies of state  and  local  governments  to  finance seasonal  working
   capital   needs or  as  short-term  financing in  anticipation of longer-term
   financing.

VARIABLE RATE DEMAND  OBLIGATIONS.  Variable rate obligations have a yield which
is adjusted  periodically based upon changes in the level of prevailing interest
rates. Such adjustments are generally made on a daily,  weekly or monthly basis.
Variable rate obligations  lessen the capital  fluctuations  usually inherent in
fixed income investments.

Unlike securities with fixed rate coupons,  variable rate instrument coupons are
not  fixed  for the full  term of the  instrument.  Rather,  they  are  adjusted
periodically  based  upon  changes  in  prevailing   interest  rates.  The  more
frequently such instruments are adjusted, the less such instruments are affected
by interest rate changes. The value of a variable rate instrument,  however, may
fluctuate in response to market factors and changes in the  creditworthiness  of
the issuer. By investing in variable rate obligations the Tax Free Funds seek to
take advantage of the normal yield curve pattern that usually  results in higher
yields on longer-term  investments.  This policy also means that should interest
rates  decline,  a Tax Free Fund's yield will decline and that Tax Free Fund and
its  shareholders  will forego the opportunity for capital  appreciation of that
Tax Free Fund's  investments  and of their  shares to the extent a portfolio  is
invested in variable rate  obligations.  Should interest rates  increase,  a Tax
Free Fund's yield will increase and that Tax Free Fund and its shareholders will
be  subject  to  lessened  risks  of  capital   depreciation  of  its  portfolio
investments  and of their  shares  to the  extent a  portfolio  is  invested  in
variable rate  obligations.  There is no limitation on the percentage of the Tax
Free Funds'  assets  which may be invested in  variable  rate  obligations.  For
purposes of determining a Tax Free Fund's weighted average  portfolio  maturity,
the term of a variable rate obligation is defined as the longer of the length of
time until the next rate adjustment or the time of demand.

Floating  rate demand notes have an interest  rate fixed to a known lending rate
(such as the prime  rate) and are  automatically  adjusted  when the known  rate
changes.  Variable  rate demand notes have an interest rate which is adjusted at
specified  intervals to a known rate.  Demand notes  provide that the holder may
demand  payment of the note at its par value  plus  accrued  interest  by giving
notice to the issuer.  To ensure that ability of the issuer to make payment upon
such  demand,  the note may be  supported  by an  unconditional  bank  letter of
credit.

The Trustees  have  approved  investments  in floating and variable  rate demand
notes upon the following  conditions:  the Tax Free Funds have an  unconditional
right of  demand,  upon  notice to exceed  thirty  days,  against  the issuer to
receive payment;  the Advisor  determines the financial  condition of the issuer
and  continues  to monitor it in order to be  satisfied  that the issuer will be
able to make payment upon such demand,  either from its own resources or through
an unqualified  commitment from a third party;  and the rate of interest payable
is calculated to ensure that the market value of such notes will approximate par
value on the adjustment dates.

OBLIGATIONS WITH TERM PUTS ATTACHED.  The Tax Free Funds may purchase  municipal
securities  together  with the right that it may resell  the  securities  to the
seller at an agreed-upon  price or yield within a specified  period prior to the
maturity  date of the  securities.  Although it is not a put option in the usual
sense,  such a right to resell is  commonly  known as a "term put." The Tax Free
Funds may purchase obligations with puts attached from banks and broker-dealers.

The price which the Tax Free Funds expect to pay for municipal  securities  with
puts  generally is higher than the price which  otherwise  would be paid for the
municipal  securities  alone.  The Tax Free  Funds  will use puts for  liquidity
purposes  in order to permit it to  remain  more  fully  invested  in  municipal
securities  than would  otherwise  be the case by  providing a ready  market for
certain  municipal  securities in its portfolio at an acceptable  price. The put
generally is for a shorter term than the maturity of the municipal  security and
does not  restrict  in any way the Tax Free  Funds'  ability  to  dispose of (or
retain) the municipal security.

In order to ensure that the interest on municipal  securities subject to puts is
tax-exempt  to either Tax Free Fund, it will limit its use of puts in accordance
with applicable interpretations and rulings of the Internal Revenue Service.

Since it is difficult to evaluate the  likelihood  of exercise of the  potential
benefit of a put, it is expected  that puts will be determined to have a "value"
of zero,  regardless of whether any direct or indirect  consideration  was paid.
Accordingly,  puts  as  separate  securities  are  expected  not to  affect  the
calculation of the weighted average  portfolio  maturity.  Where a Tax Free Fund
has paid for a put, the cost will be reflected as unrealized depreciation in the
underlying  security for the period  during which the  commitment  is held,  and
therefore would reduce any potential gain on the sale of the underlying security
by the cost of the put.  There is a risk  that the  seller of the put may not be
able to repurchase  the security upon exercise of the put by that Tax Free Fund.
To minimize such risks,  the Tax Free Funds will only purchase  obligations with
puts attached from sellers whom the Advisor believes to be creditworthy.

MOODY'S INVESTORS  SERVICE,  INC. Aaa--the "best quality."  Aa--"high quality by
all standards," but margins of protection or other elements make long-term risks
appear somewhat larger than Aaa rated municipal  bonds.  A--"upper  medium grade
obligation."  Security for principal and interest are considered  adequate,  but
elements may be present which suggest a susceptibility to impairment sometime in
the future.  Baa--"medium  grade  obligations."  Interest payments and principal
security appear adequate for the present but certain protective  elements may be
lacking or may be  characteristically  unreliable over any great length of time.
Such bonds lack  outstanding  investment  characteristics  and have  speculative
characteristics as well.

STANDARD  &  POOR'S  CORPORATION.  AAA--"obligation  of  the  highest  quality."
AA--issues with investment characteristics "only slightly less marked than those
of the prime quality  issues."  A--"the third strongest  capacity for payment of
debt service." Principal and interest payments on the bonds in this category are
considered safe. It differs from the two higher ratings, because with respect to
general  obligation bonds,  there is some weakness which,  under certain adverse
circumstances,  might impair the ability of the issuer to meet debt  obligations
at some future date.  With respect to revenue  bonds,  debt service  coverage is
good but not exceptional,  and stability of the pledged revenues could show some
variations because of increased  competition or economic influences on revenues.
BBB--"regarded as having adequate capacity to pay interest and repay principal."
Whereas it normally exhibits adequate  protection  parameters,  adverse economic
conditions  or  changing  circumstances  are more  likely to lead to a  weakened
capacity to pay interest and repay principal.


GOVERNMENT MONEY MARKET FUNDS

The Treasury  Cash Fund and  Government  Savings Fund have adopted a fundamental
policy  requiring  use of best efforts to maintain a constant net asset value of
$1.00 per share.  Shareholders  should understand that, while the Trust will use
its best efforts to attain this  objective,  there can be no  guarantee  that it
will do so. The  Treasury  Cash Fund and  Government  Savings  Fund value  their
respective  portfolio securities on the basis of the amortized cost method. This
requires that those Funds maintain a dollar-weighted  average portfolio maturity
of 90 days or less, purchase only instruments having remaining maturities of 397
days or less, and invest only in securities  determined by the Board of Trustees
of the Trust to be of high quality with minimal credit risks.


                            RISK FACTORS

The following information  supplements the discussion of the Fund's risk factors
discussed in the Fund's prospectus. The following are among the most significant
risks associated with an investment in the Fund.

EQUITY PRICE  FLUCTUATION.  Equity securities are subject to price  fluctuations
depending  on a variety of factors,  including  market,  business,  and economic
conditions.

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  that  could  affect  such
investment. In addition, 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  securities  of some  foreign  issuers  (particularly  those  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.

EMERGING  MARKETS.  The Gold and  Natural  Resources  Funds and the Equity  Fund
(especially  the China Region Fund) may invest in  countries  considered  by the
Advisor to represent  emerging markets.  The Advisor  determines which countries
are  emerging  market  countries  by  considering  various  factors,   including
development of securities laws and market  regulation,  total number of issuers,
total  market  capitalization,  and  perceptions  of the  investment  community.
Generally,  emerging markets are those other than North America, Western Europe,
and Japan.

Investing in emerging  markets  involves  risks and special  considerations  not
typically  associated  with  investing  in other more  established  economies or
securities markets.  Investors should carefully consider their ability to assume
the below listed risks before  making an  investment  in the Fund.  Investing in
emerging markets is considered speculative and involves the risk of total loss.

Risks of investing in emerging markets include:

(1)  the  risk  that  the  Fund's  assets  may be  exposed  to  nationalization,
expropriation, or confiscatory taxation;

(2) the fact that emerging market securities markets are substantially  smaller,
less liquid and more  volatile  than the  securities  markets of more  developed
nations  The  relatively  small  market  capitalization  and  trading  volume of
emerging market securities may cause the Fund's  investments to be comparatively
less liquid and subject to greater  price  volatility  than  investments  in the
securities  markets of developed  nations.  Many  emerging  markets are in their
infancy and have yet to be exposed to a major  correction.  In the event of such
an occurrence, the absence of various market mechanisms that are inherent in the
markets of more  developed  nations may lead to turmoil in the market place,  as
well as the inability of the Fund to liquidate its investments;

(3) greater social,  economic and political  uncertainty  (including the risk of
war);

(4) greater price  volatility,  substantially  less liquidity and  significantly
smaller market capitalization of securities markets;

(5) currency  exchange  rate  fluctuations  and the lack of  available  currency
hedging instruments;

(6) higher rates of inflation;

(7) controls on foreign  investment and  limitations on repatriation of invested
capital and on the Fund's ability to exchange local currencies for U.S. dollars;

(8) greater governmental involvement in and control over the economy;

(9) the fact that emerging  market  companies may be smaller,  less seasoned and
newly organized;

(10) the difference in, or lack of, auditing and financial  reporting  standards
which may result in unavailability of material information about issuers;

(11)  the  fact  that the  securities  of many  companies  may  trade at  prices
substantially above book value, at high price/earnings ratios, or at prices that
do not reflect traditional measures of value;

(12) the  fact  that  statistical  information  regarding  the  economy  of many
emerging  market  countries may be inaccurate or not  comparable to  statistical
information regarding the United States or other economies;

(13) less extensive regulation of the securities markets;

(14)  certain  considerations   regarding  the  maintenance  of  Fund  portfolio
securities and cash with foreign subcustodians and securities depositories;

(15) the risk that it may be more  difficult,  or  impossible,  to obtain and/or
enforce a judgment than in other countries;

(16) the risk  that the Fund may be  subject  to  income  or  withholding  taxes
imposed by emerging  market  counties  or other  foreign  governments.  The Fund
intends to elect,  when eligible,  to "pass through" to the Fund's  shareholders
the amount of foreign income tax and similar taxes paid by the Fund. The foreign
taxes passed  through to a  shareholder  would be included in the  shareholder's
income  and may be claimed  as a  deduction  or  credit.  Other  taxes,  such as
transfer taxes,  may be imposed on the Fund, but would not give rise to a credit
or be eligible to be passed through to the shareholders;

(17) the fact that the Fund also is  permitted  to  engage in  foreign  currency
hedging  transactions  and to enter into stock  options on stock  index  futures
transactions, each of which may involve special risks, although these strategies
cannot at the present  time be used to a  significant  extent by the Fund in the
markets in which the Fund will principally invest;

(18)  enterprises  in which the Fund invests may be or become  subject to unduly
burdensome and restrictive  regulation  affecting the commercial  freedom of the
invested company and thereby  diminishing the value of the Fund's  investment in
it.  Restrictive  or  over  regulation  may  therefore  be a  form  of  indirect
nationalization;

(19) businesses in emerging markets only have a very recent history of operating
within a market-oriented  economy.  Overall,  relative to companies operating in
western economies,  companies in emerging markets are characterized by a lack of
(i)  experienced  management,  (ii)  modern  technology  and (iii) a  sufficient
capital  base with which to develop and expand their  operations.  It is unclear
what will be the effect on companies in emerging markets, if any, of attempts to
move towards a more market-oriented economy;

(20)  investments in equity  securities are subject to inherent market risks and
fluctuations in value due to earnings, economic conditions,  quality ratings and
other  factors  beyond the control of the Advisor or Advisor.  As a result,  the
return and net asset value of the Fund will fluctuate;

(21) the Advisor may engage in hedging  transactions  in an attempt to hedge the
Fund's  foreign  securities  investments  back to the U.S.  dollar when,  in its
judgment, currency movements affecting particular investments are likely to harm
the performance of the Fund.  Possible losses from changes in currency  exchange
rates are primarily a risk of unhedged investing in foreign securities.  While a
security may perform well in a foreign  market,  if the local currency  declines
against the U.S.  dollar,  gains from the  investment  can  disappear  or become
losses.  Typically,  currency  fluctuations  are more  extreme than stock market
fluctuations.  Accordingly,  the strength or weakness of the U.S. dollar against
foreign  currencies may account for part of the Fund's performance even when the
Advisor  attempts to minimize  currency risk through hedging  activities.  While
currency  hedging may reduce  portfolio  volatility,  there are costs associated
with such hedging,  including the loss of potential  profits,  losses on hedging
transactions, and increased transaction expenses; and

(22)  disposition  of  illiquid  securities  often takes more time than for more
liquid securities,  may result in higher selling expenses and may not be able to
be made at desirable  prices or at the prices at which such securities have been
valued by the Fund.  As a  non-fundamental  policy the Fund will not invest more
than 15% of its net assets in illiquid securities.

RESTRICTED SECURITIES.  The Gold and Natural Resource Funds and the China Region
Fund  may,  from  time  to  time,   purchase  securities  that  are  subject  to
restrictions  on resale.  While such  purchases  may be made at an  advantageous
price and offer attractive  opportunities for investment not otherwise available
on the open  market,  the Fund may not have the same  freedom to dispose of such
securities as in the case of the purchase of securities in the open market or in
a public  distribution.  These securities may often be resold in a liquid dealer
or  institutional  trading  market,  but the Fund may  experience  delays in its
attempts to dispose of such securities.  If adverse market  conditions  develop,
the Fund may not be able to obtain as  favorable a price as that  prevailing  at
the time the decision is made to sell.  In any case,  where a thin market exists
for a particular security,  public knowledge of a proposed sale of a large block
may depress the market price of such securities.

CONVERTIBLE SECURITIES. The Gold and Natural Resource Funds and the Equity Funds
may  invest  in  convertible  securities,  that is,  bonds,  notes,  debentures,
preferred  stocks and other securities that are convertible into or exchangeable
for another  security,  usually common stock.  Convertible  debt  securities and
convertible  preferred  stocks,  until converted,  have general  characteristics
similar to both debt and equity  securities.  Although  to a lesser  extent than
with debt securities generally, the market value of convertible securities tends
to decline as interest  rates  increase  and,  conversely,  tends to increase as
interest  rates  decline.  In addition,  because of the  conversion  or exchange
feature,  the market  value of  convertible  securities  typically  increases or
declines  as the  market  value of the  underlying  common  stock  increases  or
declines,  although  usually  not to the  same  extent.  Convertible  securities
generally  offer lower yields than  non-convertible  fixed income  securities of
similar quality because of their  conversion or exchange  features.  Convertible
bonds and  convertible  preferred stock typically have lower credit ratings than
similar  non-convertible  securities because they are generally  subordinated to
other similar but non-convertible fixed income securities of the same issuer.

OTHER RIGHTS TO ACQUIRE SECURITIES.  The Gold and Natural Resource Funds and the
Equity  Funds may also  invest in other  rights to acquire  securities,  such as
options and warrants. These securities represent the right to acquire a fixed or
variable amount of a particular  issue of securities at a fixed or formula price
either during specified periods or only immediately  before  termination.  These
securities  are  generally  exercisable  at  premiums  above  the  value  of the
underlying  securities  at the time the right is issued.  These  rights are more
volatile than the underlying stock and will result in a total loss of the Fund's
investment  if they  expire  without  being  exercised  because the value of the
underlying security does not exceed the exercise price of the right.


REPURCHASE AGREEMENTS

In a repurchase agreement, the fund purchases securities subject to the seller's
agreement to repurchase  such  securities at a specified time (normally one day)
and price. The repurchase price reflects an agreed upon interest rate during the
time of investment.  All repurchase  agreements  must be  collateralized  by the
United States government or government agency  securities,  the market values of
which equal or exceed 102% of the principal amount of the repurchase obligation.
If an  institution  enters an  insolvency  proceeding,  the  resulting  delay in
liquidation of securities  serving as collateral  could cause the fund some loss
if the value of the securities declined before  liquidation.  To reduce the risk
of loss, the fund will enter into repurchase  agreements only with  institutions
and dealers the board of trustees considers creditworthy.


LENDING OF PORTFOLIO SECURITIES

The funds will not lend portfolio  securities unless collateral secures the loan
(consisting of any combination of cash, United States  government  securities or
irrevocable  letters  of  credit)  in an  amount  at  least  equal  (on a  daily
marked-to-market  basis) to the current market value of the securities  lent. In
case of bankruptcy or breach of agreement by the borrower of the securities, the
fund could  experience  delays and costs in recovering the securities  lent. The
fund will not enter into  securities  lending  agreements  unless its  custodian
bank/lending  agent will fully  indemnify  the fund against loss due to borrower
default. The fund may not lend securities with an aggregate market value of more
than  one-third of the fund's total net assets.  For the CHINA REGION FUND only,
this  is a  fundamental  policy  that  cannot  be  changed  without  a  vote  by
shareholders.


BORROWING

The Funds may have to deal with unpredictable cashflows as shareholders purchase
and  redeem  shares.  Under  adverse  conditions,  the Funds  might have to sell
portfolio  securities  to  raise  cash to pay  for  redemptions  at a time  when
investment  considerations  would not favor such sales.  In  addition,  frequent
purchases  and  sales  of  portfolio  securities  tend to  decrease  the  Funds'
performance by increasing transaction expenses.

The Gold Shares Fund,  World Gold Fund, China Region Fund, and All American Fund
may  deal  with  unpredictable   cashflows  by  borrowing  money.  Through  such
borrowings these Funds may avoid selling  portfolio  securities to raise cash to
pay for  redemptions at a time when  investment  considerations  would not favor
such  sales.  In  addition,  the Funds'  performance  may be  improved  due to a
decrease in the number of portfolio  transactions.  After  borrowing  money,  if
subsequent  shareholder  purchases do not provide  sufficient  cash to repay the
borrowed  monies,  the Fund will  liquidate  portfolio  securities in an orderly
manner to repay the borrowed monies.

To the extent that a Fund borrows  money prior to selling  securities,  the Fund
would be leveraged  such that the Fund's net assets may appreciate or depreciate
in value  more  than an  unleveraged  portfolio  of  similar  securities.  Since
substantially  all of a Fund's  assets will  fluctuate  in value and whereas the
interest  obligations on borrowings may be fixed,  the net asset value per share
of the Fund will  increase  more when the Fund's  portfolio  assets  increase in
value and decrease more when the Fund's  portfolio assets decrease in value than
would  otherwise  be the  case.  Moreover,  interest  costs  on  borrowings  may
fluctuate  with changing  market rates of interest and may  partially  offset or
exceed the returns which the Funds earn on portfolio  securities.  Under adverse
conditions,  the  Funds  might be forced to sell  portfolio  securities  to meet
interest or  principal  payments at a time when market  conditions  would not be
conducive to favorable selling prices for the securities.

The Funds will not purchase any security while borrowings represent more than 5%
of their total assets outstanding.


                        STRATEGIC TRANSACTIONS

The Gold and Natural  Resources  Funds and Equity  Funds may  purchase  and sell
exchange-listed and over-the-counter put and call options on securities,  equity
and  fixed-income  indices and other  financial  instruments,  purchase and sell
financial futures contracts and options thereon, and enter into various currency
transactions  such as currency forward  contracts,  currency futures  contracts,
options on  currencies  or  currency  futures  (collectively,  all the above are
called  "Strategic  Transactions").  The Gold and  Natural  Resources  Funds and
Equity Funds may engage in Strategic  Transactions for hedging, risk management,
or portfolio  management purposes,  but not for speculation,  and it will comply
with applicable  regulatory  requirements  when  implementing  these strategies,
techniques and instruments.

Strategic  Transactions  may be used to attempt (1) to protect against  possible
changes in the  market  value of  securities  held in or to be  purchased  for a
Fund's  portfolio  resulting from securities  markets or currency  exchange rate
fluctuations,  (2) to  protect  a Fund's  unrealized  gains in the  value of its
portfolio  securities,  (3) to  facilitate  the  sale  of  such  securities  for
investment  purposes,  (4) to manage the  effective  maturity  or  duration of a
Fund's portfolio, or (5) to establish a position in the derivatives markets as a
temporary substitute for purchasing or selling particular  securities.  The Gold
and Natural Resources Funds and Equity Funds's ability to successfully use these
Strategic  Transactions  will  depend  upon the  Advisor's  ability  to  predict
pertinent  market  movements,  and  cannot be  assured.  Engaging  in  Strategic
Transactions  will increase  transaction  expenses and may result in a loss that
exceeds the principal invested in the transactions.

Strategic Transactions have risk associated with them including possible default
by the other  party to the  transaction,  illiquidity  and,  to the  extent  the
Advisor's  view as to certain market  movements is incorrect,  the risk that the
use of such Strategic  Transactions  could result in losses greater than if they
had not been used. Use of put and call options may result in losses to the Fund.
For example,  selling call options may force the sale of portfolio securities at
inopportune  times or for lower prices than current market values.  Selling call
options  may also limit the  amount of  appreciation  a Fund can  realize on its
investments or cause a Fund to hold a security it might  otherwise sell. The use
of currency  transactions can result in a Fund incurring losses as a result of a
number of factors including the imposition of exchange  controls,  suspension of
settlements,  or the inability to deliver or receive a specified  currency.  The
use of  options  and  futures  transactions  entails  certain  other  risks.  In
particular,  the  variable  degree of  correlation  between  price  movements of
futures  contracts and price  movements in the related  portfolio  position of a
Fund  creates  the  possibility  that losses on the  hedging  instrument  may be
greater than gains in the value of a Fund's position.  In addition,  futures and
option   markets   may  not  be  liquid  in  all   circumstances   and   certain
over-the-counter options may have no markets. As a result, in certain markets, a
Fund might not be able to close out a transaction,  and substantial losses might
be incurred.  However,  the use of futures and options  transactions for hedging
should  tend to  minimize  the risk of loss due to a  decline  in the value of a
hedged  position.  At the same time they tend to limit any  potential  gain that
might  result  from an increase in value of such  position.  Finally,  the daily
variation  margin  requirement  for futures  contracts would create a greater on
going  potential  financial  risk than would  purchases  of  options,  where the
exposure is limited to the cost of the initial  premium.  Losses  resulting from
the use of Strategic  Transactions  would  reduce net asset value,  and possibly
income,  and such losses can be greater than if the Strategic  Transactions  had
not been used.

The Gold and Natural  Resources  Funds and Equity Funds's  activities  involving
Strategic Transactions may be limited by the requirements of Subchapter M of the
Internal Revenue Code for qualification as a regulated investment company.

PUT AND CALL OPTIONS The Gold and Natural  Resources  Funds and Equity Funds may
purchase and sell (issue)  both put and call  options.  The Funds may also enter
into transactions to close out its investment in any put or call options.

A put option gives the purchaser of the option,  upon payment of a premium,  the
right to sell, and the issuer of the option the obligation to buy the underlying
security,  commodity, index, currency or other instrument at the exercise price.
For instance,  a Fund's purchase of a put option on a security might be designed
to protect  its  holdings in the  underlying  instrument  (or, in some cases,  a
similar  instrument) against a substantial decline in the market value by giving
a Fund the right to sell such  instrument at the option  exercise  price. A call
option,  upon payment of a premium,  gives the purchaser of the option the right
to buy, and the issuer the obligation to sell,  the underling  instrument at the
exercise  price.  A Fund's  purchase of a call  option on a security,  financial
future,  index currency or other  instrument might be intended to protect a Fund
against an increase in the price of the underlying instrument that it intends to
purchase  in the  future  by  fixing  the  price at which it may  purchase  such
instrument.  An "American style" put or call option may be exercised at any time
during the option  period  while a  "European  style" put or call  option may be
exercised only upon expiration or during a fixed period prior thereto.

The Gold and Natural  Resources Funds and Equity Funds is authorized to purchase
and sell  both  exchange  listed  options  and  over-the-counter  options  ("OTC
options").  Exchange listed options are issued by a regulated  intermediary such
as the Options Clearing Corporation ("OCC"), which guarantees the performance of
the  obligations of the parties to such options.  OTC options are purchased from
or  sold  to  securities  dealers,   financial  institutions  or  other  parties
["Counterparty(ies)"]  through direct bilateral agreement with the Counterparty.
In contrast to exchange listed options,  which generally have standardized terms
and performance mechanics, all the terms of an OTC option are set by negotiation
of the parties.  Unless the parties provide for it, there is no central clearing
or guaranty function in an OTC option.

The Gold and Natural Resources Funds and Equity Funds's ability to close out its
position as a purchaser or seller of a put or call option is dependent, in part,
upon the liquidity of the market for that  particular  option.  Exchange  listed
options,  because they are standardized  and not subject to Counterparty  credit
risk, are generally more liquid than OTC options. There can be no guarantee that
a Fund will be able to close out an option position,  whether in exchange listed
options or OTC  options,  when  desired.  An  inability to close out its options
positions may reduce a Fund's anticipated profits or increase its losses.

If the  Counterparty  to an OTC  option  fails to make or take  delivery  of the
security,  currency or other instrument  underlying an OTC option it has entered
into with a Fund, or fails to make a cash  settlement  payment due in accordance
with the  terms of that  option,  a Fund  may lose any  premium  it paid for the
option as well as any anticipated benefit of the transaction.  Accordingly,  the
Advisor  must  assess  the  creditworthiness  of each such  Counterparty  or any
guarantor or credit  enhancement of the  Counterparty's  credit to determine the
likelihood that the terms of the OTC option will be satisfied.

The Gold and Natural  Resources Funds and Equity Funds will realize a loss equal
to all or a part  of  the  premium  paid  for  an  option  if the  price  of the
underlying  security,  commodity,  index,  currency or other instrument security
decreases  or does not  increase by more than the premium (in the case of a call
option), or if the price of the underlying security,  commodity, index, currency
or other instrument  increases or does not decrease by more than the premium (in
the case of a put option).  A Fund will not purchase any option if,  immediately
thereafter,  the aggregate market value of all outstanding  options purchased by
that Fund would exceed 5% of that Fund's total assets.

If the Gold and Natural Resources Funds and Equity Funds sells (i.e.,  issues) a
call option,  the premium that it receives may serve as a partial hedge,  to the
extent of the option premium,  against a decrease in the value of the underlying
securities or instruments in its portfolio,  or may increase a Fund's income. If
a Fund sells (i.e., issues) a put option, the premium that it receives may serve
to reduce the cost of purchasing the underlying  security,  to the extent of the
option  premium,  or may increase a Fund's capital gains.  All options sold by a
Fund must be "covered"  (i.e., the Fund must either be long (when selling a call
option) or short (when selling a put option), the securities or futures contract
subject to the calls or must meet the asset segregation  requirements  described
below as long as the option is outstanding.  Even though a Fund will receive the
option  premium to help  protect it against  loss or reduce its cost  basis,  an
option sold by a Fund exposes the Fund during the term of the option to possible
loss.  When  selling a call,  a Fund is  exposed to the loss of  opportunity  to
realize  appreciation  in  the  market  price  of  the  underlying  security  or
instrument,  and the  transaction  may  require  the Fund to hold a security  or
instrument  that it might  otherwise  have sold.  When  selling a put, a Fund is
exposed to the  possibility of being required to pay greater than current market
value to purchase the underlying  security,  and the transaction may require the
Fund to maintain a short position in a security or instrument it might otherwise
not have maintained.  The Gold and Natural Resources Funds and Equity Funds will
not write any call or put  options if,  immediately  afterwards,  the  aggregate
value of a Fund's  securities  subject to outstanding  call or put options would
exceed 25% of the value of a Fund's total assets.

FUTURES  CONTRACTS.  The Gold and Natural  Resources  Funds and Equity Funds may
enter into financial  futures contracts or purchase or sell put and call options
on such futures as a hedge against anticipated interest rate, currency or equity
market  changes,  for  duration  management  and for risk  management  purposes.
Futures are generally bought and sold on the commodities exchange where they are
listed with payment of an initial  variation margin as described below. The sale
of a futures contract creates a firm obligation by a Fund, as seller, to deliver
to the  buyer  the  specific  type of  financial  instrument  called  for in the
contract at a specific  future time for a specified  price (or,  with respect to
index  futures and  Eurodollar  instruments,  the net cash  amount).  Options on
futures  contracts are similar to options on securities except that an option on
a futures  contract gives the purchaser the right in return for the premium paid
to assume a position in a futures  contract and  obligates the seller to deliver
such position.

The Gold and Natural Resources Funds and Equity Funds's use of financial futures
and options thereon will in all cases be consistent  with applicable  regulatory
requirements and in particular the rules and regulations of the CFTC and will be
entered into only for bonafide  hedging,  risk  management  (including  duration
management) or other portfolio  management  purposes.  Typically,  maintaining a
futures  contract or selling an option thereon requires a Fund to deposit with a
financial  intermediary  as security  for its  obligations  an amount of cash or
other specified assets (initial margin) that initially is typically 1% to 10% of
the face  amount of the  contract  (but may be  higher  in some  circumstances).
Additional  cash or assets  (variation  margin) may be required to be  deposited
thereafter  on a daily  basis  as the  marked-to-market  value  of the  contract
fluctuates. The purchase of an option on financial futures involves payment of a
premium  for the  option  without  any  further  obligation  on the  part of the
purchaser.  If a Fund  exercises  an option on a  futures  contract,  it will be
obligated to post initial margin (and potentially  subsequent  variation margin)
for the resulting  futures  position just as it would for any futures  position.
Futures  contracts and options thereon are generally settled by entering into an
offsetting  transaction,  but there can be no assurance that the position can be
offset,  before  settlement,  at an advantageous  price,  nor that delivery will
occur.

The Gold and  Natural  Resources  Funds and  Equity  Funds will not enter into a
futures  contract  or related  option  (except  for  closing  transactions)  if,
immediately afterwards, the sum of the amount of its initial margin and premiums
on open  futures  contracts  and options  thereon  would exceed 5% of the Fund's
total assets (taken at current value). However, 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.  The segregation  requirements  with
respect to futures contracts and options thereon are described below.

FOREIGN CURRENCY  TRANSACTIONS.  The Gold and Natural Resources Funds and Equity
Funds may engage in currency  transactions with  Counterparties in an attempt to
hedge an investment in an issuer  incorporated or operating in a foreign country
or in a security  denominated  in the  currency of a foreign  country  against a
devaluation of that country's currency.  Currency  transactions  include forward
currency  contracts,  exchange listed currency futures,  and exchange listed and
OTC options on currencies.  A Fund's dealing in forward  currency  contracts and
other currency  transactions  such as futures,  options,  and options on futures
generally will be limited to hedging  involving either specific  transactions or
portfolio positions. Transaction hedging is entering into a currency transaction
with respect to specific  assets or liabilities of a Fund,  which will generally
arise in connection with the purchase or sale of its portfolio securities or the
receipt  of income  therefrom.  Position  hedging  is  entering  into a currency
transaction  with  respect  to  portfolio  security  positions   denominated  or
generally quoted in that currency.

The Gold and Natural Resources Funds and Equity Funds 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 a Fund
has (or expects to have) portfolio exposure.

To reduce  the  effect of  currency  fluctuations  on the value of  existing  or
anticipated  holdings or portfolio  securities,  the Gold and Natural  Resources
Funds and Equity Funds may engage in proxy  hedging.  Proxy  hedging may be 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 in which
some  or all of a  Fund's  portfolio  securities  are,  or  are  expected  to be
denominated, and to buy U.S. dollars.

To hedge  against a  devaluation  of a foreign  currency,  the Gold and  Natural
Resources  Funds and Equity  Funds may enter into a forward  market  contract to
sell to banks a set amount of such currency at a fixed price and at a fixed time
in the future. If, in foreign currency  transactions,  the foreign currency sold
forward by a Fund is devalued below the price of the forward market contract and
more than any  devaluation of the U.S. dollar during the period of the contract,
a Fund will realize a gain as a result of the currency transaction. In this way,
a Fund might reduce the impact of any decline in the market value of its foreign
investments attributable to devaluation of foreign currencies.

The Gold and Natural  Resources Funds and Equity Funds may sell foreign currency
forward only as a means of  protecting  its foreign  investments  or to hedge in
connection  with  the  purchase  and  sale of  foreign  securities,  and may not
otherwise trade in the currencies of foreign countries.  Accordingly, a Fund may
not sell forward the currency of a particular  country to an extent greater than
the aggregate  market value (at the time of making such sale) of the  securities
held in its portfolio denominated in that particular foreign currency (or issued
by companies  incorporated or operating in that particular foreign country) plus
an amount equal to the value of securities it  anticipates  purchasing  less the
value of securities  it  anticipates  selling,  denominated  in that  particular
currency.

As a result of hedging through selling foreign currencies  forward, in the event
of a devaluation,  it is possible that the value of a Fund's portfolio would not
depreciate as much as the portfolio of a fund holding similar  investments  that
did not sell foreign currencies forward. Even so, the forward market contract is
not a perfect hedge against  devaluation because the value of a Fund's portfolio
securities  may decrease more than the amount  realized by reason of the foreign
currency  transaction.  To the extent that a Fund sells forward  currencies that
are  thereafter  revalued  upward,  the  value of that  Fund's  portfolio  would
appreciate to a lesser extent than the  comparable  portfolio of a fund that did
not sell those foreign currencies forward.  If, in anticipation of a devaluation
of a foreign  currency,  a Fund sells the currency forward at a price lower than
the price of that currency on the  expiration  date of the  contract,  that Fund
will suffer a loss on the contract if the currency is not  devalued,  during the
contract period, below the contract price. Moreover, it will not be possible for
a Fund to hedge against a devaluation that is so generally  anticipated that the
Fund is not able to contract to sell the currency in the future at a price above
the  devaluation  level it  anticipates.  It is  possible  that,  under  certain
circumstances, a Fund may have to limit its currency transactions to permit that
Fund to qualify as a "regulated  investment  company" under the Internal Revenue
Code of 1986,  as amended (the  "Code").  Foreign  currency  transactions  would
involve a cost to the Funds,  which would vary with such factors as the currency
involved,  the  length of the  contact  period and the  market  conditions  then
prevailing.

The Gold and Natural  Resources Funds and Equity Funds will not attempt to hedge
all its foreign investments by selling foreign currencies forward and will do so
only to the extent deemed appropriate by the Advisor.

USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS.  Many Strategic  Transactions,  in
addition to other  requirements,  require  that the Gold and  Natural  Resources
Funds and Equity Funds segregate  liquid high grade assets with its custodian to
the extent  that the Fund's  obligations  are not  otherwise  "covered"  through
ownership of the  underlying  security,  financial  instrument  or currency.  In
general,  either the full amount of any  obligation  of a Fund to pay or deliver
securities or assets must be covered at all times by the securities, instruments
or currency required to be delivered, or subject to any regulatory restrictions,
an amount of cash or liquid  high grade debt  securities  at least  equal to the
current amount of the obligation  must either be identified as being  restricted
in a Fund's accounting records or physically segregated in a separate account at
that Fund's  custodian.  The  segregated  assets  cannot be sold or  transferred
unless  equivalent  assets  are  substituted  in their  place or it is no longer
necessary to segregate  them. For the purpose of determining the adequacy of the
liquid  securities that 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 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 a
Fund.


                          PORTFOLIO TRANSACTIONS

The  Advisory  Agreement  between  the Trust and the Advisor  requires  that the
Advisor, in executing  portfolio  transactions and selecting brokers or dealers,
seek 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. Purchases of
newly issued  securities  for the U.S. Tax Free Fund and Near-Term Tax Free Fund
usually are placed with those  dealers from which it appears that the best price
or execution  will be obtained.  Those dealers may be acting as either agents or
principals.

The  brokerage  fees paid by the  following  Funds for the three fiscal  periods
ended June 30, 1997, were as follows:

                                1995         1996            1997
     Gold Shares Fund        $ 456,685    $ 261,378        $_______
     Global Resources Fund      66,061       130,955        _______
     World Gold Fund           408,918       383,831        _______
     China Region Fund         195,345        78,718        _______
     All American Fund          20,744         9,800        _______
     Income Fund                 5,600        30,965        _______
     Real Estate Fund           60,630        75,940        _______

     
                             MANAGEMENT OF THE FUNDS

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.

Name and Address        Trust 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 the    Chairman of the Board of
P.O. Box 17903         Board of Trustees  Trustees since January 1, 1989. 
San Antonio, TX                           Business consultant since 1976.

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 1,
Turning Point                             1993. Chairman, Bermuda Monetary
13 Knapton Estates Rd.                    Authority from 1986 to 1992. Executive
Smiths, Bermuda HS01                      Vice President of International Median
                                          Limited,a 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 Court                   Petroleum Engineering, University of 
Austin, TX                                Texas at Austin. Former 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.

Frank E. Holmes (1)  Trustee,             Executive Officer and Chief Financial 
                     Chairman of the      Officer of the Advisor. Since October 
                     Board of Directors,  1989 Mr. Holmes has served and 
                     Chief Executive      continues to serve in various 
                     Officer              positions with the Advisor, its 
                                          subsidiaries, and the investment 
                                          companies it sponsors. Director of
                                          Franc-Or Resource Corp. from November
                                          1994 to November 1996.  Director of 
                                          Marleau, Lemire Inc. from January
                                          1995 to December 1995. 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.

Susan B. McGee     Executive Vice        Executive Vice President, Corporate
                   President, Secretary,  Secretary and General Counsel of the
                   General Counsel        Advisor.Since September 1992 Ms. McGee
                                          as served and continues to serve in 
                                          various positions with the Advisor, 
                                          its subsidiaries, and the investment 
                                          companies it sponsors. Before 
                                          September 1992 Ms. McGee was a 
                                          student at St. Mary's Law School.  

Thomas D. Tays     Vice President,        Vice President, Securities Specialist,
                   Securities Specialist, Director of Compliance and Assistant
                   Director of            Secretary of the Advisor. Chief 
                   Compliance             Financial Officer, Vice President,
                                          Securities Specialist, Director of
                                          Compliance and Assistant Secretary of 
                                          the Trust. Since September 1993 Mr. 
                                          Tays has served and continues to serve
                                          in various positions with the Advisor,
                                          its subsidiaries, and the investment 
                                          companies it sponsors. Before 
                                          September 1993 Mr. Tays was an 
                                          attorney in private practice.

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


                        PRINCIPAL HOLDERS OF SECURITIES

As of ______, 1997, the officers and Trustees of the Funds as a group owned less
than 1% of the  outstanding  shares  of each  Fund.  The  Trust  is aware of the
following  persons  who owned of record,  or  beneficially,  more than 5% of the
outstanding shares of any Fund at ______, 1997:


U.S. GLOBAL RESOURCES FUND  Charles Schwab & Co., Inc.         0.00%   Record(1)
                            San Francisco, CA 94104

U.S. REAL ESTATE FUND       Charles Schwab & Co., Inc.         0.00%   Record(1)
                            San Francisco, CA 94104

                            National Financial Services Corp.  0.00%   Record(2)
                            New York, NY 10008-3908

                            Charles Schwab & Co., Inc.         0.00%   Record(1)
                            San Francisco, CA 94104

                            Donaldson Lufkin Jenrette          0.00%   Record(3)
                            Securities Corp.
                            Jersey City, NJ 07303-2052

U.S. INCOME FUND            Charles Schwab & Co., Inc.         0.00%   Record(1)
                            San Francisco, CA 94104

U.S. WORLD GOLD FUND        Charles Schwab & Co., Inc.         0.00%   Record(1)
                            San Francisco, CA 94104-

                            National Financial Services Corp.  0.00%   Record(2)
                            New York, NY 10008-3908

UNITED SERVICES NEAR-TERM   Louisa Kellam                      0.00%   Record
TAX FREE FUND               Sun City West, AZ 85375-5417

U.S. TAX FREE FUND          North Pursel North Investments     0.00%   Record(4)
                            Palm Beach, FL 33480-2132

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

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

(2) National  Financial Corp., a  broker-dealer,  has advised that no individual
client owns more than 5% of the Fund.

(3) Donaldson Lufkin Jenrette  Securities  Corp., a  broker-dealer,  has advised
that no individual client owns more than 5% of the Fund.

(4) North  Pursel  North  Investments,  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 as of October 27, 1989.  Frank E. Holmes,  Chief
Executive Officer and a Director of the Advisor, as well as a Trustee, President
and Chief 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 each 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,
and 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  organization  dues of  such  organizations,
expenses of preparing and setting in type  prospectuses and periodic reports and
expenses of mailing them to current shareholders,  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 each of the Funds by the Advisor,
each Fund may pay to the Advisor a monthly fee at the rate set forth below based
upon the monthly  average daily net assets of such Fund for such calendar month.
Some of these fees have been voluntarily reduced or waived until further notice.
See the prospectus section - "The Investment Advisor."


                    ADVISORY FEE SCHEDULE

                              ADVISORY FEE SCHEDULE

 NAME OF FUND                                  ANNUAL PERCENTAGE OF
                                               AVERAGE DAILY NET ASSETS
 -----------------------------------------     -------------------------------
 Gold Shares, All American Equity, Income,     0.75% of the first $250,000,000
 Tax Free, and Real Estate Funds               and 0.50% of the excess
 

 Treasury Securities Cash, and Government      0.50% of the first $250,000,000 
 Securities Savings Funds                      and 0.375% of the excess
 
 World Gold and Global Resources Funds         1.00% of the first $250,000,000  
                                               and  0.50% of the excess

 Near-term Tax Free Fund                       0.50%

 China Region Opportunity Fund                 1.25%


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 board of trustees of the trust  (including a majority of the  "disinterested
trustees")  recently  approved  continuation  of the October  27, 1989  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 Fund in the Trust.
Such fee is based on varying  percentages  of average net assets.  For the three
fiscal  periods ended June 30, 1995,  June 30, 1996 and June 30, 1997, the trust
incurred  advisory  fees (net of expenses  paid by the advisor or voluntary  fee
waivers) of $5,233,507,  $5,216,589, and $________ respectively,  for all Funds.
For the three fiscal  periods  ended June 30,  1995,  June 30, 1996 and June 30,
1997,  the Funds paid the advisor the  following  advisory fees (net of expenses
paid by the advisor or voluntary fee waivers):

                                       1995              1996             1997

GOLD SHARES FUND                      $1,969,645        $1,727,462       $____
GLOBAL RESOURCES FUND                    218,438           219,018        ____
GLOBAL RESOURCES FUND                    218,438           219,018        ____
WORLD GOLD FUND                        1,900,764         2,238,255        ____
CHINA REGION FUND                        235,328           236,190        ____
ALL AMERICAN FUND                         79,885           100,928        ____
REAL ESTATE FUND                          85,225            64,381        ____
INCOME FUND                               80,223            73,521        ____
TAX FREE FUND                                -0-               -0-        ____
NEAR-TERM TAX FREE FUND                      -0-               -0-        ____
TREASURY SECURITIES CASH FUND            894,643           835,252        ____
GOVERNMENT SECURITIES SAVINGS FUND           -0-               -0-        ____

                   
                    TRANSFER AGENCY AND OTHER SERVICES

The Transfer Agency  Agreement with the Trust provides for each Fund to pay USSI
an annual fee of $23.00 per  account ( 1/12 of $23.00  monthly).  In  connection
with obtaining and/or providing administrative services to the beneficial owners
of Trust shares  through  broker-dealers,  banks,  trust  companies  and similar
institutions  which provide such  services and maintain an omnibus  account with
the  Transfer  Agent,  each Fund shall pay to the  Transfer  Agent a monthly fee
equal to  one-twelfth ( 1/12) of 12.5 basis points  (.00125) of the value of the
shares of the Funds held in accounts at the  institutions,  which  payment shall
not exceed $1.92  multiplied  by the average  daily  number of accounts  holding
Trust  shares at the  institution.  These fees cover the usual  transfer  agency
functions.  In addition,  the Funds bear certain other  Transfer  Agent expenses
such as the costs of record  retention and postage,  plus the telephone and line
charges  (including the toll-free 800 service) used by  shareholders  to contact
the Transfer  Agent.  For the fiscal period ended June 30, 1997,  the Funds paid
the following amounts for transfer agency, lock box and printing services:

Gold Shares Fund $____,  Global  Resources  Fund $____x,  World Gold Fund $____,
China  Region Fund $____,  Real Estate Fund $____,  Income Fund $____,  Treasury
Cash Fund $____,  and Government  Savings Fund $____.  The All American Fund and
the two Tax Free Funds paid $0 due to the Advisor's expense limit guarantees .

Prior to November,  1997 USSI performed bookkeeping and accounting services, and
determined  the daily net asset  value for each of the  Funds.  Bookkeeping  and
accounting  services  were provided to the Funds upon a sliding scale based upon
average net assets and subject to an annual  minimum fee. For the fiscal  period
ended June 30, 1997, the Funds paid the following  amounts for  bookkeeping  and
accounting services:

Gold Shares  Fund $____,  Global  Resources  Fund $____,  World Gold Fund $____,
China Region Fund $ ____,  Real Estate Fund $____,  Income Fund $____,  Treasury
Cash Fund $____,  and Government  Savings Fund $____.  The All American Fund and
the two Tax Free Funds paid $0 due to the Advisor's expense limit guarantees.

Beginning November,  1997 Brown Brothers Harriman & Co. , an independent service
provider, began providing the Funds with bookkeeping and accounting services and
determine the daily net asset value for each of the Funds.

In  addition  to the  services  performed  for the Funds and the Trust under the
Advisory  Agreement,  the Advisor,  through In addition,  lockbox and  statement
printing  services are provided by USSI. The Board of Trustees recently approved
the Transfer Agency and related  agreements  through October 1998. For the three
fiscal  years  ended  June 30,  1995,  1996 and 1997,  the Trust paid USSI total
transfer agency,  lockbox and printing fees of $2,557,846 , $2,707,293 and $____
respectively, for all funds.

All fees paid to the  Advisor  during  the  fiscal  year  ended  June 30,  1997,
(including management,  transfer agency,  lockbox,  printing and accounting fees
but net of reimbursements) totaled $____.

A & B Mailers,  Inc., a wholly-owned  corporation  of the Advisor,  provides the
Trust with certain mail  handling  services.  The charges for such services have
been negotiated by the Audit  Committee and A & B Mailers,  Inc. Each service is
priced separately.


                     CERTAIN PURCHASES OF SHARES OF THE FUNDS

Shares of all the Funds are continuously offered by the Trust at their net asset
value next  determined  after an order is accepted.  The methods  available  for
purchasing  shares of the Funds are  described in the  Prospectus.  In addition,
shares of each Fund, except the Treasury Securities Cash Fund, the U.S. Tax Free
Fund, the Government  Securities  Savings Fund, may be purchased using stock, so
long as the securities delivered to the Trust meet the investment objectives and
concentration  policies of the appropriate Fund, and are otherwise acceptable to
the  Advisor,  which  reserves  the  right  to  reject  all or any  part  of the
securities  offered in exchange for shares of such Funds.  On any such "in kind"
purchase, the following conditions will apply:

(1)      the securities offered by the investor in exchange for shares of the 
         Fund must not be in any way restricted as to resale or otherwise be 
         illiquid;
          
(2)      securities of the same issuer must already exist in the Fund's 
         portfolio; 

(3)      the securities must have a value which is readily ascertainable
         (and not established  only by evaluation  procedures) as evidenced by a
         listing on the AMEX and the NYSE, or NASDAQ;

(4)      any securities so acquired by any Fund shall not comprise over 5% of 
         that Fund's net assets at the time of such exchange;
 
(5)      no over-the-counter securities will be accepted unless the principal 
         over-the-counter market is in the United States; and

(6)      the securities are acquired for investment and not for resale.

The Trust believes that this ability to purchase shares of each Fund, except the
Treasury Securities Cash Fund, the Tax Free Fund, and the Government  Securities
Savings  Fund  using  securities  provides  a means by which  holders of certain
securities may obtain diversification and continuous  professional management of
their investments  without the expense of selling those securities in the public
market.

An investor who wishes to make an "in kind" purchase  should furnish  (either in
writing or by telephone)  to the Trust a list with a full and exact  description
of all of the  securities  which he or she  proposes to deliver.  The Trust will
advise him or her as to those securities which it is prepared to accept and will
provide the investor with the necessary  forms to be completed and signed by the
investor.  The  investor  should  then send the  securities,  in proper form for
transfer,  with the  necessary  forms to the Trust and certify that there are no
legal  or  contractual  restrictions  on  the  free  transfer  and  sale  of the
securities. The securities will be valued as of the close of business on the day
of  receipt  by the Trust in the same  manner  as  portfolio  securities  of the
applicable Fund are valued.  See the section entitled "How Shares Are Valued" in
the prospectus. The number of shares of the appropriate Fund, having a net asset
value as of the close of  business  on the day of receipt  equal to the value of
the securities delivered by the investor,  will be issued to the investor,  less
applicable stock transfer taxes, if any.

The  exchange  of  securities  by the  investor  pursuant  to  this  offer  will
constitute  a taxable  transaction  and may result in a gain or loss for Federal
income tax  purposes.  Each  investor  should  consult his or her tax adviser to
determine the tax consequences under Federal and state law of making such an "in
kind" purchase.


                      ADDITIONAL INFORMATION ON REDEMPTIONS

WIRE  REDEMPTIONS  - TREASURY  SECURITIES  CASH FUND AND  GOVERNMENT  SECURITIES
SAVINGS  FUND  ONLY.  When  shares  of the.  Treasury  Securities  Cash Fund are
redeemed by wire, proceeds will normally be wired on the next business day after
receipt of the telephone instruction.  To place a request for a wire redemption,
the  shareholder  may instruct  USSI by telephone (if this option was elected on
the application  accompanying  the  prospectus),  or by mailing  instructions to
United Services Funds, P.O. Box 781234,  San Antonio,  Texas 78278-1234.  A bank
processing fee for each bank wire will be charged to the shareholder's  account.
The  shareholder  may change the account  which has been  designated  to receive
amounts  withdrawn  under  this  procedure  at any time by  writing to USSI with
signature(s)  guaranteed as described in the prospectus.  Further  documentation
will be  required  to change the  designated  account  when shares are held by a
corporation or other organization, fiduciary or institutional investor.

CHECK REDEMPTIONS - TREASURY SECURITIES CASH FUND AND GOVERNMENT SECURITIES
SAVINGS FUND ONLY. Upon receipt of a completed  application  indicating election
of the check writing feature,  shareholders  will be provided with a free supply
of temporary  checks.  A shareholder may order  additional  checks for a nominal
charge.

The checkwriting withdrawal procedure enables a shareholder to receive dividends
declared on the shares to be redeemed until such time as the check is processed.
For this  reason,  checks  should  never be used to close an account,  since the
shareholder  cannot know what the exact  balance in the  account  will be on the
date that the check clears. If there are not sufficient shares to cover a check,
the check will be returned to the payee and marked "insufficient  funds." Checks
written  against shares which have been in the account less than 7 days and were
purchased by check will be returned as  uncollected  funds.  A  shareholder  may
avoid this 7-day requirement by purchasing by bank wire or cashiers check.

The Trust reserves the right to terminate  generally,  or alter  generally,  the
check writing  service or to impose a service  charge upon 30 days' prior notice
to shareholders.

REDEMPTION  IN KIND.  The Trust  reserves the right to redeem shares of the Gold
Shares Fund or the China Region Fund in cash or in kind. However,  the Trust has
elected to be governed by Rule 18f-1 under the  Investment  Company Act of 1940,
pursuant  to which the Trust is  obligated  to redeem  shares of the Gold Shares
Fund or China  Region  Fund  solely in cash up to the lesser of  $250,000 or one
percent of the net asset value of the Trust during any 90-day period for any one
shareholder.  Any  shareholder  of the Gold  Shares  Fund or China  Region  Fund
receiving a redemption in kind would then have to pay brokerage fees in order to
convert his Fund  investment  into cash. All redemptions in kind will be made in
marketable securities of the Fund.

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.


                    CALCULATION OF PERFORMANCE DATA

Treasury   Securities   Cash  Fund  and  Government   Securities   Savings  Fund
shareholders  and  prospective  investors in these Funds will be  interested  in
learning,  from time to time, the current yield of the Funds, based on dividends
declared daily from net investment  income. To obtain a current yield quotation,
call the Advisor toll free at  1-800-873-8637  (local  residents call 308-1222).
The yield of that Fund is calculated by determining  the net change in the value
of a hypothetical pre-existing account in the Fund having a balance of one share
at the  beginning of a historical  seven-calendar-day  period,  dividing the net
change by the value of the account at the  beginning of the period to obtain the
base period return,  and  multiplying  the base period return by 365/7.  The net
change in the value of an account in the Fund  reflects the value of  additional
shares  purchased with dividends from the original share and any such additional
shares,  and all fees charged to all  shareholder  accounts in proportion to the
length of the base  period and the Fund's  average  account  size,  but does not
include realized gains and losses, or unrealized  appreciation and depreciation.
The Funds may also calculate  their  effective  annualized  yield (in effect,  a
compound  yield) by dividing  the base period  return  (calculated  as above) by
seven, adding one, raising the sum to the 365th power and subtracting one.

The  Treasury  Securities  Cash Fund's and the.  Government  Securities  Savings
Fund's  net  income,  from  the  time  of  the  immediately  preceding  dividend
declaration,  consists of interest accrued or discount earned during such period
(including  both original issue and market  discount) on the Fund's  securities,
less  amortization of premium and the estimated  expenses of the Fund applicable
to that  dividend  period.  The yield quoted at any time  represents  the amount
being earned on a current basis and is a function of the types of instruments in
the Fund's  portfolio,  their  quality and length of  maturity,  their  relative
values,  and the  Fund's  operating  expenses.  The length of  maturity  for the
portfolio is the average dollar-weighted  maturity of the portfolio.  This means
that the portfolio has an average maturity of a stated number of days for all of
its issues.

The  yield  fluctuates  daily as the  income  earned on the  investments  of the
Treasury  Securities  Cash  Fund  and the  Government  Securities  Savings  Fund
fluctuates.  Accordingly,  there is no  assurance  that the yield  quoted on any
given  occasion  will remain in effect for any period of time,  nor is there any
guarantee  that the net asset  value or any stated  rate of return  will  remain
constant.  A shareholder's  investment in the. Treasury Securities Cash Fund and
the . Government Savings Fund is not insured,  although the underlying portfolio
securities  are, of course,  backed by the United States  Government  or, in the
case  of  the  Government  Securities  Savings  Fund,  by a  government  agency.
Investors  comparing results of the Treasury Securities Cash Fund and Government
Securities  Savings Fund with investment  results and yields from other sources,
such  as  banks  or  savings  and  loan  associations,  should  understand  this
distinction.

The seven-day yield and effective yield for the.  Treasury  Securities Cash Fund
and the . Government Securities Savings Fund at June 30, 199___ were _____.% and
_____.__%, and _____.__% and _____.__%,  respectively,  with an average weighted
maturity of investments on that date of __ and _____ days, respectively.


TOTAL RETURN

The Gold Shares Fund,  Global Resources Fund, World Gold Fund,  Income Fund, Tax
Free  Fund,  the  Real  Estate  Fund,  the  Near-Term  Tax  Free  Fund  and  the
Intermediate  Treasury Fund may each  advertise  performance in terms of average
annual total return for 1-, 5- and 10-year  periods,  or for such lesser periods
as any of such Funds have 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) = 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 each 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 average  annual  compounded  rate of return for each Fund for the  following
years ended as of June 30, 1996 is as follows:

                           1 YEAR           5 YEARS           10 YEARS

Gold Shares Fund         (_____._____)%   (_____._____)%    (_____._____)%
Global Resources Fund      _____._____%     _____._____%      _____._____%
World Gold Fund            _____._____%     _____._____%      _____._____%
China Region Fund          _____._____%     _____._____%      _____._____%
(02/10/94 inception)
All American Fund          _____._____%     _____._____%      _____._____%
Real Estate Fund           _____._____%     _____._____%      _____._____%
Income Fund                _____._____%     _____._____%      _____._____%
Tax Free Fund               5.25%            6.84%             7.09%
Near-Term Tax Free Fund     3.68%            6.35%             5.97%
(12/01/90 inception)

YIELD

The Income Fund, Real Estate Fund, U.S. Tax Free Fund and the Near-Term Tax Free
Fund each may advertise  performance in terms of a 30-day yield  quotation.  The
30-day yield  quotation is computed by dividing  the net  investment  income per
share earned  during the period by the maximum  offering  price per share on the
last day of the period, according to the following formula:

                                      A - B
                                     ------
                        YIELD = 2 [ (      + 1)6 - 1]
                                       CD

         Where:   A  =  dividends and interest earned during the period
                  B  =  expenses accrued for the period (net of reimbursement)
                  C  =  the average daily number of shares outstanding during 
                        the period that were entitled to receive dividends
                  D  =  the maximum offering price per share on the last day of 
                        the period
 
The  30-day  yield for the 30 days  ended  June 30,  1997,  for each Fund was as
follows:

         Income Fund                _____._____%
         Real Estate Fund           _____._____%
         Tax Free Fund              _____._____%
         Near-Term Tax Free Fund    _____._____%


TAX EQUIVALENT YIELD

The U.S.  Tax Free  Fund's tax  equivalent  yield for the 30 days ended June 30,
1997 was _____._____% based on a Federal income tax rate of 39.6%.

The  Near-Term Tax Free Fund's tax  equivalent  yield for the 30 days ended June
30, 1997 was _____._____% based on a Federal income tax rate of 39.6%.

The tax  equivalent  yield is computed by dividing  that portion of the yield of
the Tax  Free  Fund  (computed  as  described  under  "Yield"  above)  which  is
tax-exempt, by one minus the Federal income tax rate of 39.6% (or other relevant
rate) and adding the result to that  portion,  if any,  of the yield of the Fund
that is not tax-exempt.  The compliment,  for example, of a tax rate of 39.6% is
60.4%, that is [1.00 - .396 = .604].


NONSTANDARDIZED TOTAL RETURN

Each 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
each Fund's operations. In addition, each 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.


DISTRIBUTION RATES

In its sales literature,  each Fund, except for the money market funds, may also
quote its distribution rate along with the above described standard total return
and yield  information.  The distribution  rate is calculated by annualizing the
latest  distribution  and dividing the result by the offering price per share as
of the end of the period to which the distribution  relates.  A distribution can
include gross investment income from debt obligations purchased at a premium and
in effect include a portion of the premium paid. A distribution can also include
gross  short-term  capital gains without  recognition of any unrealized  capital
losses.  Further,  a distribution can include income from the sale of options by
each Fund even though such option  income is not  considered  investment  income
under generally accepted accounting principals.

Because a  distribution  can include  such  premiums,  capital  gains and option
income,  the amount of the  distribution  may be  susceptible  to control by the
Advisor  through  transactions  designed to  increase  the amount of such items.
Also, because the distribution rate is calculated in part by dividing the latest
distribution by net asset value, the distribution  rate will increase as the net
asset value  declines.  A  distribution  rate can be greater than the yield rate
calculated as described above.


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 Funds"in the prospectus.


                               TAX STATUS

TAXATION OF THE FUNDS -- IN GENERAL

As stated in its  Prospectus,  each Fund  intends  to  qualify  as a  "regulated
investment  company" under Subchapter M of the Internal Revenue Code of 1986, as
amended  (the  "Code").  Accordingly,  each 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 a Fund distributes at least
90% of its net investment income and net short-term capital gain for the taxable
year.

To qualify as a  regulated  investment  company,  each 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,
securities  or certain  options,  futures or foreign  currencies  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.
Furthermore, in order to be entitled to pay tax-exempt interest income dividends
to shareholders,  the Tax Free Fund and Near-Term Tax Free Fund must satisfy the
requirement that, at the close of each quarter of its taxable year, at least 50%
of the value of its total assets  consists of obligations  the interest of which
is exempt from  Federal  income tax. The Tax Free and  Near-Term  Tax Free Funds
intend to satisfy this requirement.

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 not taxable to the Fund of
the respective  balance from the preceding calendar year. Because the excise tax
is based  upon  undistributed  taxable  income,  it will not apply to tax exempt
income  received by the Tax Free and Near-Term Tax Free Funds.  The Funds intend
to make such  distributions  as are necessary to avoid imposition of this excise
tax.

Mutual Funds are potentially subject to a nondeductible 4% excise tax calculated
as a percentage of certain  undistributed amounts of taxable ordinary income and
capital gains net of capital losses. The Fund intends to make such distributions
as may be necessary to avoid this excise tax.

A  possibility  exists  That  exchange  control  regulations  imposed by foreign
governments  may  restrict  or limit the  ability  of a Fund to  distribute  net
investment  income  or the  proceeds  from  the sale of its  investments  to its
shareholders.


TAXATION OF THE FUNDS' INVESTMENTS

A 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.

For Federal  income tax  purposes,  debt  securities  purchased by a Fund may be
treated as having original issue discount. Original issue discount can generally
be defined as the excess of the stated  redemption  price at  maturity of a debt
obligation over the issue price.  Original issue discount is treated as interest
for Federal  income tax purposes as earned by a Fund,  whether or not any income
is actually received, and therefore, is subject to the distribution requirements
of the Code.  However,  original  issue  discount  with  respect  to  tax-exempt
obligations  generally will be excluded from a Fund's taxable  income,  although
such  discount will be included in gross income for purposes of the 90% test and
the 30% test described above. Original issue discount with respect to tax-exempt
securities is accrued and added to the adjusted tax basis of such securities for
purposes of determining  gain or loss upon sale or at maturity.  Generally,  the
amount of original issue discount is determined on the basis of a constant yield
to maturity which takes into account the compounding of accrued interest.  Under
section 1286 of the Code, an  investment  in a stripped bond or stripped  coupon
will result in original issue discount.

Debt  securities  may be  purchased  by a Fund at a discount  which  exceeds the
original issue price plus previously  accrued original issue discount  remaining
on the  securities,  if any, at the time a Fund purchases the  securities.  This
additional discount  represents market discount for income tax purposes.  To the
extent  that  a  Fund  purchases  municipal  bonds  at a  market  discount,  the
accounting  accretion of such discount may generate  taxable income for the Fund
and its  shareholders.  In the case of any debt  security  issued after July 18,
1984,  having a fixed maturity date of more than one year from the date of issue
and having market discount,  the gain realized on disposition will be treated as
interest  income for  purposes  of the 90% test to the extent it does not exceed
the accrued market  discount on the security  (unless the Fund elects to include
such  accrued  market  discount  in  income  in the  tax  year  to  which  it is
attributable). Generally, market discount is accrued on a daily basis.

A Fund whose  portfolio is subject to the market  discount rules may be required
to capitalize,  rather than deduct currently, part or all of any direct interest
expense  incurred to purchase or carry any debt security having market discount,
unless the Fund makes the election to include market discount currently. Because
a Fund must take into  account  all  original  issue  discount  for  purposes of
satisfying various requirements for qualifying as a regulated investment company
under Subchapter M of the Code, it will be more difficult for a Fund to make the
distributions required under Subchapter M of the Code and to avoid the 4% excise
tax  described  above.  To the extent  that a Fund holds zero coupon or deferred
interest  bonds  in its  portfolio,  or  bonds  paying  interest  in the form of
additional  debt  obligations,  the Fund would recognize  income  currently even
though the Fund  received no cash payment of  interest,  and would need to raise
cash to satisfy the obligations to distribute  such income to shareholders  from
sales of portfolio securities.

The Funds may purchase debt  securities at a premium,  i.e., at a purchase price
in excess of face amount.  With respect to  tax-exempt  securities,  the premium
must be  amortized  to the  maturity  date but no  deduction  is allowed for the
premium amortization. Instead, the amortized bond premium will reduce the Fund's
adjusted tax basis in the securities. For taxable securities, the premium may be
amortized if the Fund so elects.  The amortized premium on taxable securities is
allowed as a deduction, and, generally for securities issued after September 27,
1985, must be amortized under an economic accrual method.

If a Fund owns  shares  in a  foreign  corporation  That is a  "passive  foreign
investment  company" for U.S. Federal income tax purposes and That Fund does not
elect to treat the foreign corporation as a "qualified electing Fund" within the
meaning of the Code, That Fund may be subject to U.S. Federal income tax on part
of any "excess  distribution"  it receives from the foreign  corporation  or any
gain  it  derives  from  the  disposition  of  such  shares,  even  if the  Fund
distributes such income as a taxable dividend to its U.S. shareholders. The Fund
may also be subject to additional tax similar to an interest charge with respect
to deferred taxes arising from such  distributions or gains. Any tax paid by the
Fund  because  of its  ownership  of shares  in a  "passive  foreign  investment
company"  will  not  lead  to  any  deduction  or  credit  to  the  Fund  or any
shareholder.  If the Fund owns shares in a "passive foreign investment  company"
and the Fund  does  elect to  treat  the  foreign  corporation  as a  "qualified
electing  Fund" under the Code,  the Fund may be required to include part of the
ordinary  income and net  capital  gains in its income  each year,  even if this
income is not  distributed  to the Fund. Any such income would be subject to the
distribution  requirements  described above even if the Fund did not receive any
income to distribute.


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.  Since none of the net investment income
of the Tax  Free  Fund,  the  Treasury  Securities  Cash  Fund,  the  Government
Securities  Savings Fund,  the  Intermediate  Treasury Fund or the Near-Term Tax
Free Fund is expected to arise from  dividends  on domestic  common or preferred
stock,  none of these Funds'  distributions  will qualify for the 70%  corporate
dividends-received deduction.

Distributions by a Fund, other than the Treasury  Securities Cash Fund and the .
Government  Securities  Savings  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 such Funds 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.

To the  extent  that the Tax  Free  Fund's  and the  Near-Term  Tax Free  Fund's
dividends  distributed to  shareholders  are derived from interest income exempt
from Federal income tax and are designated as "exempt-interest dividends" by the
Fund,  they will be  excludable  from a  shareholder's  gross income for Federal
income tax purposes. Shareholders who are recipients of Social Security benefits
should  be  aware  that  exempt-interest  dividends  received  from the Fund are
includible in their "modified adjusted gross income" for purposes of determining
the amount of such Social  Security  benefits,  if any,  that are required to be
included in their gross income.

All  distributions  of  investment  income  during  the year  will have the same
percentage  designated as tax exempt.  This method is called the "average annual
method."  Since  the Tax  Free  Fund and the  Near-Term  Tax  Free  Fund  invest
primarily  in  tax-exempt   securities,   the   percentage  is  expected  to  be
substantially  the same as the amount  actually  earned  during  any  particular
distribution period.

A shareholder  of a 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
Tax  Free  Fund or the  Near-Term  Tax Free  Fund  receives  an  exempt-interest
dividend  with  respect to any share and such share has been held for six months
or less, any loss on the redemption or exchange will be disallowed to the extent
of such exempt-interest dividend. Similarly, if a shareholder of a 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 the long-term capital gain recognized.

The Tax Free Fund and the Near-Term Tax Free Fund may invest in private activity
bonds.  Interest on private  activity  bonds  issued  after  August 7, 1986,  is
subject to the Federal  alternative  minimum tax ("AMT"),  although the interest
continues  to be  excludable  from  gross  income for other  purposes.  AMT is a
supplemental tax designed to ensure that taxpayers pay at least a minimum amount
of tax on  their  income,  even if they  make  substantial  use of  certain  tax
deductions and exclusions (referred to as "tax preference items"). Interest from
private  activity  bonds is one of the tax  preference  items that is added into
income from other sources for the purposes of determining  whether a taxpayer is
subject to the AMT and the amount of any tax to be paid.  Prospective  investors
should  consult their own tax advisors with respect to the possible  application
of the AMT to their tax situation.

Opinions relating to the validity of tax-exempt  securities and the exemption of
interest thereon from Federal income tax are rendered by recognized bond counsel
to the issuers. Neither the Advisor's nor the Fund's counsel makes any review of
proceedings  relating to the issuance of  tax-exempt  securities or the basis of
such opinions.


CURRENCY FLUCTUATIONS - "SECTION 988" GAINS OR LOSSES

Under the Code,  gains or losses  attributable to fluctuations in exchange rates
which occur between the time the Fund accrues interest or other receivables,  or
accrues expenses or other liabilities  denominated in a foreign currency and the
time the Fund actually  collects such  receivables or pays such  liabilities are
treated as ordinary income or ordinary loss. Similarly, gains or losses from the
disposition of foreign  currencies or from the  disposition  of debt  securities
denominated in a foreign  currency  attributable to fluctuations in the value of
the foreign currency between the date of acquisition of the currency or security
and the date of  disposition  also are treated as ordinary  gain or loss.  These
gains or losses,  referred to under the Code as  "section  988" gains or losses,
increase  or  decrease  the amount of the Fund's net  investment  income  (which
includes,  among other things,  dividends,  interest and net short-term  capital
gains in excess of net long-term capital losses,  net of expenses)  available to
be distributed to its shareholders as ordinary income, rather than increasing or
decreasing  the amount of the Fund's net  capital  gain.  If section  988 losses
exceed such other net investment income during a taxable year, any distributions
made  by  the  Fund  could  be   recharacterized  as  a  return  of  capital  to
shareholders,  rather than as an ordinary dividend,  reducing each shareholder's
basis in his Fund  shares.  To the extent  that such  distributions  exceed such
shareholder's  basis, they will be treated as a gain from the sale of shares. As
discussed  below,  certain  gains or losses  with  respect  to  forward  foreign
currency contracts,  over-the-counter  options or foreign currencies and certain
options graded on foreign exchanges will also be treated as section 988 gains or
losses.

Forward  currency  contracts  and certain  options  entered into by the Fund may
create  "straddles" for U.S. Federal income tax purposes and this may affect the
character of gains or losses realized by the Fund on forward currency  contracts
or on the underlying securities and cause losses to be deferred. Transactions in
forward currency  contracts may also result in the loss of the holding period of
underlying securities for purposes of the 30% of gross income test. The Fund may
also be required to  "mark-to-market"  certain positions in its portfolio (i.e.,
treat  them as if they  were sold at year  end).  This  could  cause the Fund to
recognize income without having the cash to meet the distribution requirements.


FOREIGN TAXES

Income  received by a Fund from sources within any countries  outside the United
States in which the issuers of securities  purchased by the Fund are located may
be subject to withholding and other taxes imposed by such countries.

If a Fund is liable for foreign income and withholding taxes that can be treated
as income taxes under U.S.  Federal income tax  principles,  the Fund expects to
meet the requirements of the Code for "passing-through" to its shareholders such
foreign taxes paid,  but there can be no assurance that the Fund will be able to
do so. Under the Code,  if more than 50% of the value of the Fund's total assets
at the close of its taxable  year  consists of stocks or  securities  of foreign
corporations,  the Fund will be eligible  for, and intends to file,  an election
with the Internal Revenue Service to "pass-through"  to the Fund's  shareholders
the  amount of such  foreign  income  and  withholding  taxes  paid by the Fund.
Pursuant to this  election a  shareholder  will be  required  to: (1) include in
gross income (in addition to taxable dividends  actually  received) his pro rata
share of such  foreign  taxes paid by the Fund;  (2) treat his pro rata share of
such  foreign  taxes as having been paid by him;  and (3) either  deduct his pro
rata share of such foreign taxes in computing his taxable  income or use it as a
foreign tax credit against his U.S.  Federal income taxes. No deduction for such
foreign taxes may be claimed by a shareholder  who does not itemize  deductions.
Each  shareholder  will be notified within 60 days after the close of the Fund's
taxable year whether the foreign taxes paid by the Fund will  "pass-through" for
that year and, if so, such  notification  will  designate (a) the  shareholder's
portion of the foreign taxes paid to each such  country;  and (b) the portion of
dividends that represents income derived from sources within each such country.

The amount of foreign  taxes for which a  shareholder  may claim a credit in any
year will be subject to an overall  limitation  which is applied  separately  to
"passive  income," which  includes,  among other types of income,  dividends and
interest.

The  foregoing  is only a general  description  of the foreign tax credit  under
current  law.  Because  applicability  of the credit  depends on the  particular
circumstances of each shareholder, shareholders are advised to consult their own
tax advisers.

The foregoing discussion relates only to generally applicable Federal income tax
provisions  in effect  as of the date of this  Prospectus.  Shareholders  should
consult their tax advisers  about the status of  distributions  from the Fund in
their own states and localities.


CUSTODIAN, FUND ACCOUNTANT, AND ADMINISTRATOR

Beginning  November  1997  Brown  Brothers  Harriman  &  Co.  began  serving  as
Custodian,  Fund  Accountant,  and  Administrator  for all  Funds  of the  Trust
described in this Statement of Additional Information. With respect to the funds
which own foreign  securities Brown Brothers  Harriman & Co. may hold securities
of the funds  outside the United  States  pursuant to  sub-custody  arrangements
separately  approved by the Trust.  Prior to  November  Bankers  Trust  provided
custody services and USSI provided fund accounting and administrative  services.
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 ACCOUNTANTS AND LEGAL COUNSEL

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

Goodwin, Procter & Hoar LLP, Exchange Place, Boston, Massachusetts 02109, serves
as legal counsel to the Trust.


                            FINANCIAL STATEMENTS

The financial  statements for year ended June 30, 1997, are hereby  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 that case, 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.



===================================  PART C  ===================================


PART C.   OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

(a)       Financial  Statements  included  in PART B  (Statement  of  Additional
          Information) of this Registration Statement:

     (1)  Financial statements will be submitted by a 485(b) filing.

(b)       EXHIBITS

EXHIBIT   DESCRIPTION OF EXHIBIT
NUMBER         

(1)  (a)  First  Amended  and  Restated  Master Trust  Agreement,  dated May 19,
          1995,  incorporated by reference from Post- Effective Amendment No. 78
          to Registration Statement.

     (b)* Amendment  No. 1, dated  January 31,  1997,  to the First  Amended and
          Restated Master Trust Agreement changing the name of the trust to U.S.
          Global Investors Funds, filed herein.

(2)       By-laws,  incorporated by reference from Post-Effective  Amendment No.
          44 to Registration Statement.

(3)       Not Applicable

(4)       Specimen  certificates  incorporated by reference from  Post-Effective
          Amendment No. 42 to Registration Statement of Registrant's predecessor
          United Services Gold Shares, Inc. and from  Post-Effective  Amendments
          No. 4 and No. 7 to Registration  Statement of United Services Group of
          Funds,  Inc.  Specimen  certificates  for United  Services  Funds/Gold
          Shares Fund,  U.S.  Treasury  Securities  Fund,  Income Fund, Tax Free
          Fund, and U.S. Real Estate Fund  incorporated  by reference from Post-
          Effective  Amendment No. 55.  Specimen  certificates  U.S.  Government
          Securities  Savings Fund (formerly U.S. GNMA Fund),  U.S. All American
          Equity Fund  (formerly  U.S.  Good and Bad Times  Fund),  U.S.  Global
          Resources  Fund  (formerly  Prospector  Fund),  U.S.  World  Gold Fund
          (formerly U.S. New Prospector Fund), and U.S. Treasury Securities Cash
          Fund  (formerly  U.S.  Treasury   Securities  Fund)   incorporated  by
          reference from Post-Effective  Amendment No. 62. Specimen  certificate
          for United Services Intermediate Treasury Fund (formerly U.S. Treasury
          Bond Fund)  incorporated by reference from Post-  Effective  Amendment
          No. 65; and specimen certificate for U.S.  Intermediate  Treasury Fund
          (formerly  U.S.  Treasury  Bond Fund)  incorporated  by  reference  to
          Post-Effective  Amendment  No.  66.  Specimen  certificate  for United
          Services Near-Term Tax Free Fund (formerly U.S.  California Double Tax
          Free Fund)  incorporated by reference to Post-Effective  Amendment No.
          70  and  specimen   certificate  for  China  Region  Opportunity  Fund
          incorporated by reference to Post-Effective Amendment No. 76.

(5)  (a)  Advisory  Agreement with U.S. Global Investors,  Inc. (formerly United
          Services Advisors, Inc.), dated October 1989 incorporated by reference
          from Post-Effective Amendment No. 62.

( 6)      Not Applicable

( 7)      Not Applicable

( 8) (a)  Custodian  with  Agreement  Bankers  Trust  Company,  incorporated  by
          reference from Post-Effective Amendment No. 61.

     (b)  Global Custodian  Agreement  between United Services Funds and Bankers
          Trust Company  incorporated  by reference  from United  Services Funds
          Report  on FORM SE,  Exhibit  77 Q 3(b)  for six  month  period  ended
          June 30, 1992.

( 9) (a)  Transfer  Agency  Agreement,   as  amended,  with  United  Shareholder
          Services, Inc. dated as of November 1, 1988, incorporated by reference
          to Post Effective Amendment No. 79.

     (b)  Bookkeeping and Accounting Agreement,  dated February 1, 1992, between
          United   Shareholder   Services,   Inc.  and  United   Services  Funds
          incorporated  by reference  from United  Services Funds Report on Form
          N-SAR for six months ended December 31, 1991.

     (c)  Lockbox Agreement between United Services Funds and United Shareholder
          Services, Inc. incorporated by reference from Post-Effective Amendment
          No. 71.

     (d)  Printing   Agreement   between   United   Services  Funds  and  United
          Shareholder   Services,    Inc.   incorporated   by   reference   from
          Post-Effective Amendment No. 71.

(10) (a)  Opinion of Goodwin,  Procter & Hoar  incorporated  by  reference  from
          Post- Effective-Amendment No. 59.

     (b)  Opinion of Goodwin Procter & Hoar incorporated by reference from Post-
          Effective amendment No. 74.

(11)      Not applicable

(12)      Not Applicable

(13)      Not Applicable

(14) (a)  Individual  Retirement  Accounts,  Disclosure  Statement  &  Custodian
          Agreement incorporated by reference to Post-Effective Amendment #67.

     (b)  Prototype Defined  Contribution and Trust/Custodial  Account Sponsored
          by Securities  Trust and Financial  Company  (Basic Plan Document #01)
          incorporated by reference from Post-Effective Amendment #67.

     (c)  Prototype  Cash or Deferred  Profit-Sharing  Plan and  Trust/Custodial
          Account  Sponsored by Securities  Trust and Financial  Company  (Basic
          Plan  Document  #04)  incorporated  by reference  from  Post-Effective
          Amendment #67.

(15)      Not Applicable

(16)      Schedule for computation of each performance quotation provided in the
          Registration  Statement  in  response  to  Item  22,  incorporated  by
          reference from Post-Effective Amendment No. 57.

(17)      Powers of  Attorney,  incorporated  by reference  from  Post-Effective
          Amendment No. 78.

* Filed Herein


ITEM 25.  Persons Controlled by or under Common Control with Registrant

          Information  pertaining  to  persons  controlled  by or  under  common
          control with  Registrant is incorporated by reference to the Statement
          of  Additional  Information  contained in Part B of this  Registration
          Statement at the section entitled "Principal Holders of Securities."

ITEM 26.  Number of Holders of Securities

          The number of record holders,  as of August 27, 1997, of each class of
          securities of the Registrant.

                                                              NUMBER OF
          TITLE OF CLASS                                    RECORD HOLDERS
          ---------------------------------------           --------------
          U.S. Gold Shares Fund                                  35,678
          U.S. Global Resources Fund                              6,824
          U.S. All American Equity Fund                           3,458
          U.S. Treasury Securities Cash Fund                     11,491
          U.S. Tax Free Fund                                        981
          U.S. Income Fund                                        1,216
          U.S. World Gold Fund                                   20,445
          U.S. Government Securities Savings Fund                24,095
          U.S. Real Estate Fund                                   1,588
          United Services Near-Term Tax Free Fund                   312
          China Region Opportunity Fund                           5,781

ITEM 27.  Indemnification

          Under Article VI of the Registrant's  Master Trust Agreement,  each of
          its  Trustees  and officers or person  serving in such  capacity  with
          another entity at the request of the  Registrant (a "Covered  Person")
          shall be  indemnified  (from the assets of the Sub-Trust or Sub-Trusts
          in question) against all liabilities,  including,  but not limited to,
          amounts paid in satisfaction of judgments,  in compromises or as fines
          or penalties, and expenses,  including reasonable legal and accounting
          fees, incurred by the Covered Person in connection with the defense or
          disposition of any action, suit or other proceeding,  whether civil or
          criminal before any court or  administrative  or legislative  body, in
          which such Covered  Person may be or may have been involved as a party
          or  otherwise  or with  which  such  person  may be or may  have  been
          threatened,  while in  office  or  thereafter,  by  reason of being or
          having  been such a Trustee or officer,  director  or trustee,  except
          with  respect  to any matter as to which it has been  determined  that
          such  Covered  Person (i) did not act in good faith in the  reasonable
          belief that such Covered  Person's action was in or not opposed to the
          best interests of the Trust or (ii) had acted with wilful misfeasance,
          bad  faith,  gross  negligence  or  reckless  disregard  of the duties
          involved in the conduct of such Covered  Person's  office  (either and
          both of the  conduct  described  in (i) and  (ii)  being  referred  to
          hereafter as "Disabling  Conduct").  A determination  that the Covered
          Person is not entitled to  indemnification  may be made by (i) a final
          decision  on the  merits  by a court or  other  body  before  whom the
          proceeding  was  brought  that the  person to be  indemnified  was not
          liable by reason  of  Disabling  Conduct,  (ii)  dismissal  of a court
          action or an  administrative  proceeding  against a Covered Person for
          insufficiency of evidence of Disabling Conduct,  or (iii) a reasonable
          determination,  based upon a review of the facts,  that the indemnitee
          was not  liable by reason of  Disabling  Conduct  by (a) a vote of the
          majority of a quorum of Trustees who are neither "interested  persons"
          of the  Trust  as  defined  in  Section  1(a)(19)  of the 1940 Act nor
          parties to the  proceeding,  or (b) as independent  legal counsel in a
          written opinion.

ITEM 28.  Business and other Connections of Investment Advisor

          Information   pertaining   to  business  and  other   connections   of
          Registrant's  investment  adviser is  incorporated by reference to the
          Prospectus and Statement of Additional  Information contained in Parts
          A and B of  this  Registration  Statement  at  the  sections  entitled
          "Management of the Funds" in the Prospectus and  "Investment  Advisory
          Services" in the Statement of Additional Information.

ITEM 29.  Principal Underwriters

          The  Registrant is currently  comprised of eleven  no-load funds which
          act as distributor of their own shares.

ITEM 30.  Location of Accounts and Records

          All accounts and records  maintained by the Registrant are kept at the
          Registrant's  office  located at 7900  Callaghan  Road,  San  Antonio,
          Texas. All accounts and records maintained by Bankers Trust Company as
          custodian are maintained in New York.

ITEM 31.  Not Applicable

ITEM 32.  Not Applicable


===============================  EXHIBIT INDEX  ===============================

 
EXHIBIT
NUMBER    DESCRIPTION OF EXHIBIT
 
(1) (b)   Amendment No. 1 to First Amended and Restated Master Trust Agreement.



===============================  SIGNATURE PAGE  ===============================
                                 

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act  of  1940,  the  Registrant  certifies  that  it  meets  all of the
requirements for effectiveness of this Registration  Statement  pursuant to Rule
485(a)  under  the  Securities  Act of 1933  and that it has  duly  caused  this
Amendment to the Registration  Statement on Form N-1A to be signed on its behalf
by the undersigned,  thereunto duly authorized in the city of San Antonio, State
of Texas, on the 2nd day of September, 1997.

                                       U.S. GLOBAL INVESTORS FUNDS


                                       By: /S/ FRANK E. HOLMES
                                       ------------------------------
                                       Frank E. Holmes
                                       Chief Executive Officer, President

                                       Date: September 2, 1997

Pursuant to the  requirements  of the Securities Act of 1933,  this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

SIGNATURE                     TITLE                    DATE



*/S/ JOHN P. ALLEN            Trustee                  September 2, 1997
- --------------------------
John P. Allen



*/S/ WILLIAM A. FAGAN, JR.    Trustee                  September 2, 1997
- --------------------------
William A. Fagan, Jr.



*/S/ EDWARD D. HODO           Trustee                  September 2, 1997
- --------------------------
Edward D. Hodo



*/S/ FRANK E. HOLMES          Trustee, President,      September 2, 1997
- --------------------------    Chief Executive Officer
Frank E. Holmes                                      



*/S/ CHARLES Z. MANN          Trustee                  September 2, 1997
- --------------------------
Charles Z. Mann



*/S/ W.C.J. VAN RENSBURG      Trustee                  September 2, 1997
- --------------------------
W.C.J. van Rensburg



/S/ THOMAS D. TAYS            Vice President,          September 2, 1997
- --------------------------    Chief Financial Officer



*BY:

/S/ THOMAS D. TAYS
- --------------------------
Vice President, 
Chief Financial Offider
Power of Attorney


                              UNITED SERVICES FUNDS

                             AMENDMENT NO. 1 TO THE
                FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT

AMENDMENT  No. 1 to the Amended and Restated  Master  Trust  Agreement of UNITED
SERVICES FUNDS, dated May 19, 1995, made at San Antonio, Texas, this 31st day of
January, 1997 by the Trustees hereunder.

                                   WITNESSETH:

WHEREAS,  Section 7.3 of the Amended and Restated  Master Trust  Agreement dated
May 19, 1995, (the  "Agreement") of United Services Funds (the "Trust") provides
that the Agreement may be amended at any time,  so long as such  amendment  does
not adversely  affect the rights of any  shareholder  with respect to which such
amendment is or purports to be applicable  and so long as such  amendment is not
in  contravention  of applicable  law,  including the Investment  Company Act of
1940, by an instrument in writing, signed by an officer of the Trust pursuant to
a vote of a majority of the Trustees of the Trust; and

WHEREAS,  a majority of the Trustees of the Trust desire to amend the  Agreement
to change the name of the Master Trust pursuant to Section 1.1 of the Agreement;
and

WHEREAS, a majority of the Trustees of the Trust have duly adopted the amendment
to the Agreement  shown below on January 31, 1997, and authorized the same to be
filed with the Secretary of State of the Commonwealth of Massachusetts;

1.   NOW,  THEREFORE,  the  undersigned  Frank E.  Holmes,  the duly elected and
     serving  President of the Trust,  pursuant to the  authorization  described
     above,  hereby  amends the  paragraph  of Section  1.1 of the  Amended  and
     Restated Master Trust

Agreement, as heretofore in effect, to read as follows:

         "Section 1.1 NAME AND  PRINCIPAL  OFFICE.  This Trust shall be known as
         U.S. Global Investors Funds and the Trustees shall conduct the business
         of the Trust under the name or any other name or names as they may from
         time to time  determine.  The  principal  office of the Trust  shall be
         located at 7900  Callaghan  Road,  San Antonio,  Texas or at such other
         location as the Trustees may from time to time determine."

WITNESS my hand and seal this 21st day of February, 1997.


                                   /S/ FRANK E. HOLMES
                                   ------------------------------------
                                   Frank E. Holmes, President

STATE OF TEXAS    )
                  )ss
COUNTY OF BEXAR   )

Then personally  appeared the above-name Frank E. Holmes and  acknowledged  this
instrument to be his free act and deed this 21st day of February, 1997.

                                                                                
                                   /S/ JUNE L. FALKS
                                   ------------------------------------
                                   Notary Public, State of Texas

                                   My Commission expires <get date  >



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