US GLOBAL INVESTORS FUNDS
497, 1997-05-05
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[PHOTOGRAPH  OF  NBA  BASKETBALL  GAME  IN  BACKGROUND   W/LIPPER   PERFORMANCED
ACHIEVEMENT CERTIFICATES AS BANNERS]

SHAREHOLDER  REPORT                                           [U.S. GLOBAL LOGO]

Published for the fund shareholders of U.S. Global Investors    2nd Quarter 1997

                            Frank Holmes discusses strategies for today's market
                                                                          Page 2
                                            Learn the latest on your investments
                                                                        Page 6-8
                                          Discover opportunity in Eastern Europe
                                                                           Page9

SCORE A                                               U.S. Government Securities
HIGHER YIELD                                          Savings Fund LIPPER'S #1
                                                      Government Money Market
                                                      Fund For 5 Years

                                                                               1
<PAGE>

                               SHAREHOLDER REPORT

[THE FOLLOWING SECTION IS ON THE LEFT MARGAIN OF THIS PAGE]

     STABILITY AND TAX-FREE INCOME

[LINEAR GRAPH PLITTED FROM DATA IN TABLE BELOW]
<TABLE>

<C>  <C>                               <C>           <C>    
1/29/93 .......................        1.0507%       0.8352%
2/26/93 .......................        4.3030%       1.3625%
3/31/93 .......................       -1.4670%       2.1085%
4/30/93 .......................        1.0282%      -2.4169%
5/31/93 .......................       -0.0896%       2.6684%
6/30/93 .......................        1.3120%       0.2919%
7/30/93 .......................        0.2815%      -0.4025%
8/31/93 .......................        1.0187%       3.7859%
9/30/93 .......................        0.7464%      -0.7669%
10/29/93 ......................        0.2759%       2.0671%
11/30/93 ......................       -0.2830%      -0.9530%
12/31/93 ......................        1.3005%       1.2090%
1/31/94 .......................        0.6536%       3.3965%
2/28/94 .......................       -1.0204%      -2.7118%
3/31/94 .......................       -1.5933%      -4.3513%
4/29/94 .......................        0.1905%       1.2811%
5/31/94 .......................        0.3881%       1.6348%
6/30/94 .......................        0.0947%      -2.4471%
7/29/94 .......................        0.8672%       3.2814%
8/31/94 .......................        0.2814%       4.0905%
9/30/94 .......................       -0.0935%      -2.4434%
10/31/94 ......................       -0.2886%       2.2434%
11/30/94 ......................       -0.1956%      -3.6373%
12/30/94 ......................        0.6820%       1.4813%
1/31/95 .......................        0.6774%       2.5916%
2/28/95 .......................        0.5800%       3.8933%
3/31/95 .......................        0.6766%       2.9462%
4/28/95 .......................        0.2902%       2.9423%
5/31/95 .......................        1.0509%       3.9909%
6/30/95 .......................        0.3843%       2.3187%
7/31/95 .......................        0.5780%       3.3146%
8/31/95 .......................        0.4702%       0.2497%
9/29/95 .......................        0.2897%       4.2178%
10/31/95 ......................        0.3778%      -0.3573%
11/30/95 ......................        0.6642%       4.3849%
12/29/95 ......................        0.2859%       1.9263%
1/31/96 .......................        0.7602%       3.3995%
2/29/96 .......................        0.0000%       0.9304%
3/29/96 .......................       -0.4716%       0.9628%
4/30/96 .......................        0.0000%       1.4729%
5/31/96 .......................        0.0948%       2.5746%
6/28/96 .......................        0.5826%       0.3812%
7/31/96 .......................        0.5720%      -4.4156%
8/30/96 .......................        0.2880%       2.1126%
9/30/96 .......................        0.6748%       5.6232%
10/31/96 ......................        0.4848%       2.7570%
11/29/96 ......................        1.2418%       7.5522%
12/31/96 ......................        0.0000%      -1.9810%
1/31/97 .......................        0.3855%       6.2442%
2/28/97 .......................        0.4748%       0.7851%
3/31/97 .......................       -0.6671%      -4.1011%

</TABLE>

NEED A HIGH-YIELDING 
ALTERNATIVE TO A MONEY MARKET 
FUND?

               *****

     As an alternative to a money market
fund,  you  should  consider  our United
Services  Near-Term  Tax Free Fund for a
rewarding return with minimal risk. This
short-term  tax-free  fund has  received
Morningstar's    highest    rating--FIVE
STARS--for  one and three  years.**  The
fund provides monthly tax-free  dividend
income   and   has    demonstrated   low
volatility.    Compare!    This   fund's
tax-equivalent  yield  for the 39.6% tax
bracket is significantly higher than the
average money market yield.***


United Services 
Near-Term Tax Free Fund 
(tax-equivalent yield)         7.78%

Lipper Average 
Goverment 
Money Market Fund              4.64%


                           MESSAGE FROM THE PRESIDENT

Dear Shareholder,
     Did  you  love  making  money  in the  stock  market  last  year?  The  23%
dividend-adjusted  returns of the S&P 500 made  investing a dream last year.  Do
you wish you could have the same kind of success  this year?  How would you like
to buy some of last year's  hottest  stocks  this year,  now that the market has
slashed prices up to 15% or even 25%?
     Of course,  prices are low thanks to the correction brought on by the Fed's
interest rate hike.  But many stocks which were the best thing going four months
ago are now trading at the same or lower  prices.  And don't you, as a consumer,
demand better value?  Are you always looking for a better deal? Do you drive all
the way to Wal-Mart to find a better price on things you could easily buy at the
grocery  store for just a little  bit  more?  Think  about  this:  stock  market
corrections  present excellent buying  opportunities for these  funds--you'll be
buying your shares "on sale." It's like shopping for stock funds at Sam's Club.
     OK, so you're probably thinking, "But what if I buy right now and my stocks
don't do as well as I hoped?" If you bought stocks just because  they're  cheap,
you might very well be sorry  later.  Yet over the long term,  there has been no
better  financial  asset than stocks for maximum  growth of capital.  So let our
professional  mutual fund managers work full-time to select the right stocks for
you and to strive to make sure your portfolio is secure.
     Don't let downturns shift your focus from the long-term  trend.  Ignore the
market "experts" who debate whether the market's recent decline will turn out to
be a short-term correction or a bear market beginning.  Only time will tell. And
we expect  that sooner or later the market will return to its high mark and then
rise above it.
     So how can you avoid the  natural  tendency  to make  emotional  investment
decisions  when  market  volatility  increases?  First,  embrace  a  dollar-cost
averaging strategy. The strategy only succeeds if you stick with it in both good
times and bad.  That means putting money into an equity fund even when the stock
market is falling.  Of course, no system can guarantee you a profit. If you sell
at a bottom,  no system will give you a gain. But over the long  term--typically
ten  years or  more--the  ABC  Investment  Plan(R)  can help you come out  ahead
because the stock market historically moves up over time. To start a dollar-cost
averaging strategy, simply sign up for Plan today. It's easy.
     And second,  keep an account in America's #1 money  market  fund--the  U.S.
Government Securities Savings Fund. Consistently ranked number one by Lipper for
five years,  the Fund offers  shareholders  superior  performance and stability.
Your  account will earn a high yield which could rise thanks to the further rate
increases we expect from Mr. Greenspan.  If you decide you can't risk having all
of your  assets in the  markets  because you may need the money in five years or
less,  store your holdings in this fund. You can even have  immediate  access to
your money by writing a 

                                                                               2
<PAGE>

check drawn on your account. When you want to protect some of your profits, this
fund provides an ideal parking place.
     I believe the U.S. stock market will continue to handsomely  reward devoted
investors, especially those who use a money market fund to protect profits along
the way.  The U.S.  stock  market has made more money for more  people  than any
other type of  investment.  It  reflects  the success of  America's  economy and
thrives because of our nation's dynamic, inventive,  independent spirit. America
is the  world's  center  of  creativity,  the  model  of  free  enterprise,  the
inspiration for entrepreneurism.
     You can  participate  in the growth and  prosperity of American  enterprise
through our U.S. All American  Equity Fund and Bonnel Growth Fund.  The U.S. All
American  Equity  Fund  focuses on the  blue-chip  stocks of the  nation's  most
established  companies  while the Bonnel Growth Fund  concentrates  on America's
dynamic, mid-size companies with outstanding growth potential.
     If every stock  demonstrated the same growth profile as the overall market,
investing  would be easy. Of course they don't.  Some have  performed far better
and others far worse.  This is why  diversification--spreading  your investments
around instead of investing in only one thing--is your best  protection  against
risk. Stock mutual funds make it possible for individual investors to affordably
own a truly diversified stock portfolio which is professionally managed on their
behalf.  Overseas  funds give  investors  easy access to markets  they  couldn't
comfortably enter on their own. They also offer protection  against downturns in
the domestic market, because the world's markets rarely move in synch.
     I'm delighted to deliver you two new global investment  opportunities which
can enhance your portfolio's  diversification:  the Regent Eastern European Fund
and the Adrian Day Global  Opportunity  Fund.  Regent Fund  Management  Ltd.,  a
subsidiary of the Regent Pacific Group, is the sub-advisor and portfolio manager
of the Regent Eastern European Fund which  capitalizes on the dynamic  companies
in the emerging  markets of Eastern Europe.  Regent has extensive  experience in
Eastern Europe,  is the largest  investor in Russia and has regional  offices in
Moscow, Kiev and Warsaw.
     Renowned  newsletter  editor  Adrian Day  manages his  namesake  Adrian Day
Global  Opportunity Fund for which he seeks out stocks of blue-chip and emerging
companies.  Both of these funds are designed  for  long-term  investors  who are
comfortable with the inherent risks of investing abroad.
     Did you know you can easily open a new account in these or any of our funds
by  telephone?  Simply  call  1-800-US-FUNDS.  Ask your  Education  and  Service
Representative for additional information on our free lifetime IRA opportunity.

Sincerely,


/S/ FRANK HOLMES

Frank Holmes
Chairman & CEO

[GRAPHIC:  FULL LENGTH PHOTO OF FRANK HOLMES]

[THE FOLLOWING SECTION IS ON THE RIGHT MARGAIN OF THIS PAGE]

                                        A FRIEND PASSES ON

                                        Irving  Weiss  passed  away on  April 9,
                                        1997,  at the age of 89. Mr. Weiss was a
                                        good  friend,   an   innovator   and  an
                                        individualist  thinker. A man before his
                                        time,  he  created  the  concept  of the
                                        money market fund in the 1960s. In 1990,
                                        just  after I had  purchased  control of
                                        United Services,  he flew to San Antonio
                                        from  Florida  at the age of 81 to share
                                        his invaluable advice with me.

                                        We will miss him dearly.




                                        For more information,  including charges
                                        and   expenses,   call   1-800-US-FUNDS.
                                        Please  read  the  prospectus  carefully
                                        before investing. Past performance is no
                                        guarantee of future results.  Investment
                                        returns and principal  will fluctuate so
                                        that  you may  have a gain or loss  when
                                        you sell shares.  U.S. stands for United
                                        Services.

                                        * The first chart  illustrates  that the
                                        volatility  of the NAV of our  municipal
                                        bond  fund is  significantly  less  than
                                        that  of  the  S&P  500,  a  measure  of
                                        large-cap  American stocks. The expected
                                        long-term   returns   of  the  S&P  500,
                                        however,  may be  higher  than  those of
                                        investment-grade municipal bonds.

                                        **Morningstar,  a nationally  recognized
                                        mutual  fund  rating   service,   awards
                                        ratings   which    reflect    historical
                                        risk-adjusted  performance.   It  awards
                                        five  stars  to  funds in the top 10% of
                                        their  category,  four stars to funds in
                                        the next 22.5%,  three stars to the next
                                        35%, two stars to the next 22.5% and one
                                        star to funds  in the  bottom  10%.  The
                                        United Services  Near-Term Tax Free Fund
                                        received  five stars out of 1,739  funds
                                        for one year and four  stars  out of 580
                                        funds for five years.

                                        ***While the United  Services  Near-Term
                                        Tax Free Fund's  high-grade,  short-term
                                        bond portfolio is relatively safe, money
                                        market  funds are designed to maintain a
                                        stable NAV of $1 per  share.  The yields
                                        quoted are  12-month  yields as reported
                                        by   Lipper   Analytical   Services   on
                                        3/31/97.  Tax-equivalent  yield  is  the
                                        rate  of   interest   of  a   tax-exempt
                                        security  which a taxable one would have
                                        to pay in  order to  compensate  for the
                                        former's tax advantage.  The Advisor has
                                        guaranteed total fund operating expenses
                                        (as a percentage of net assets) will not
                                        exceed  0.40%  until  6/97.  The Advisor
                                        subsidized    certain   fund   expenses,
                                        enhancing  the  yield  by  approximately
                                        1.51%.  Some  income  may be  subject to
                                        state,  federal or AMT taxes for certain
                                        investors.  Average annual total returns
                                        for 1 and 5 years and since inception on
                                        12/4/90 are 4.28%, 5.49% and 5.83%.


                                                                               3
<PAGE>
                               SHAREHOLDER REPORT

[GRAPHIC:  WATERMARK PHOTO OF THE STATUE OF LIBERTY]

FUND FOCUS: U.S. ALL AMERICAN EQUITY FUND

[THE FOLLOWING SECTION IS ON THE LEFT MARGAIN OF THIS PAGE]

[GRAPHIC:  PHOTOGRAPH OF BIN SHI]

Bin Shi  manages the U.S.  All  American
Equity   Fund  and  the   China   Region
Opportunity  Fund. A native of Shanghai,
Bin has conducted  extensive research on
the  S&P  500.  He is an  expert  on the
Chinese   markets   and   on   large-cap
American stocks.

U.S. ALL AMERICAN
EQUITY FUND

OBJECTIVE:
capital appreciation
MIN. INITIAL INVESTMENT:
$1,000
ABC INVESTMENT PLAN(R):
$100 initial investment, $30   
or more each month thereafter  
RISK/REWARD POTENTIAL:
Low --------*---------- High

Call 1-800-873-8637 today for a 
free investment guide on the U.S. 
All Americ an Equity Fund.

For a  free  Fact  Kit  containing  more
complete information,  including charges
and  expenses,  call  1-800-US-FUNDS  or
visit  our web site at  www.usfunds.com.
Read  the  prospectus  carefully  before
investing. It details the special risks,
such as currency, political and business
risks, of investing in emerging markets.


Q:  INDEX  FUNDS HAVE COME INTO VOGUE IN THE PAST YEAR AS THE S&P 500 HAS POSTED
LARGE GAINS IN 1995 AND 1996. WHAT MAKES THE U.S. ALL AMERICAN EQUITY FUND STAND
OUT AMONG THIS CATEGORY? 

A: Our fund is an enhanced index fund, which means that while we use the S&P 500
as  our   benchmark,   we  manage   our  fund   actively   to  beat  the  index.
Passively-managed  index funds  simply buy a  portfolio  of  precisely  the same
securities  as are in the S&P--all of them--and  change the holdings when stocks
are added to or dropped from the index  itself.  Those  funds,  because of their
brokerage  costs, can never outperform the index. We select those S&P 500 stocks
which we  believe  offer  the best  growth  potential  at the  right  price.  We
supplement these core holdings with other stocks which offer even greater growth
prospects,  and we hold some  cash  most of the time so that if the  market or a
favorite stock goes down, we can take  advantage of the  opportunity to buy more
stocks at good prices. Passive index funds are popular right now because the S&P
has been hot for two years.  But when the S&P has a down year,  those funds will
decline  in  tandem  with the  market,  and the fund  managers  won't be able to
reallocate  portfolios.  The U.S. All American Equity Fund benefits shareholders
by offering greater potential in up markets and more defensive  measures in down
markets.

Q: WHAT ADVANTAGES DOES YOUR FUND HAVE OVER ACTIVELY-MANAGED  GROWTH FUNDS WHICH
DON'T USE THE S&P AS A GUIDELINE FOR INVESTING?

A: The U.S.  All  American  Equity  Fund is more stable than many of the popular
growth funds. In my experience,  people  interested in mutual funds will compare
the past  performance of several funds and invest in the ones that have the best
recent performance.  Unfortunately, many investors don't consider the risks some
of these funds took in order to achieve higher returns. A lot of the funds which
can outperform an enhanced index fund are aggressive  growth funds  investing in
small- to mid-cap stocks,  often concentrating  heavily in single sectors.  Many
others are straight sector funds,  which invest only in one industry group,  and
some  are  funds  which  take  big  bets on just a few  stocks.  By  offering  a
diversified  portfolio of many of America's largest and best-known  stocks,  our
fund offers relative stability in a market full of volatile growth funds.

Q: WHAT KIND OF  INVESTOR  DO YOU THINK HAS THE MOST TO GAIN FROM  INVESTING  IN
YOUR FUND?

A: The Fund is ideal for people with long investment horizons, for investors who
need a conservative  growth stock element in their  portfolio and especially for
people who need more  exposure to stocks.  Few average  Americans  can afford to
invest on their own in a broadly diversified  portfolio of stocks,  particularly
in a portfolio  like that of the U.S. All American  Equity Fund.  When investors
read  about the stock  market's  performance,  they might want to invest in that
market.  But unless they buy a large number of stocks,  their  returns and their
level of risk will be very different from the market's.

                                                                               4
<PAGE>
                               SHAREHOLDER REPORT

[GRAPHIC:  WATERMARK OF THE UNITED STATES FLAG]

Q: THE RECENT  INTEREST RATE INCREASE BY THE FEDERAL RESERVE CAUSED A CORRECTION
IN LARGE-CAP STOCKS.  WHAT MEASURES HAVE YOU TAKEN TO FIND GROWTH  OPPORTUNITIES
AND TO DEFEND THE FUND AGAINST STOCK MARKET CORRECTIONS?

A: We do everything we can to anticipate changes in the stock market rather than
responding  to new  developments  because once market  sentiment  shifts,  stock
prices can move quite a bit. That's what we have seen in the past few weeks. The
stock  market was up 10% at one time  year-to-date,  and now it's up only 2%. We
have been  cautious  about the stock  market's  valuation  because we think many
stocks,  even though they are good companies with solid long-term  fundamentals,
are too expensive and are very  sensitive to the market's mood swings.  When the
market  changes  its mind  about  stocks,  the hot  momentum  stocks  with  high
price-to-earnings  ratios are often the hardest hit. We have been keeping 10% of
the Fund in cash so that we would have less  exposure to that  volatility.  That
protects  shareholders from a drop in the S&P, and when it does drop, we can buy
more stocks at lower  prices.  Yes, we do expect the market to fall from time to
time. But in the long run, there is historically no better  financial asset than
stocks, and we want to buy those stocks at the lowest price possible.

Q: HOW DOES THE FED'S ACTION AFFECT YOUR OUTLOOK FOR THE REST OF THE YEAR?

A: We don't  think the Fed will raise  interest  rates by much more.  We saw the
recent  increase as a pre-emptive  measure against the possibility of inflation,
and we think that  inflationary  signs in the economy will  disappear  after the
Fed's next rate  increases.  By the end of the year, in my  estimation,  the Fed
will raise rates further by no more than 50 to 75 basis  points.  As long as the
Fed does not raise rates drastically, large-cap stocks will deliver good returns
this year. Not as much as last year, but still good returns.

Q: WILL THIS MARKET PROVIDE THE KIND OF OPPORTUNITIES YOU WANT TO INVEST IN?

A: Yes,  because the greater  volatility  will present the opportunity to buy on
dips. The current lack of confidence affects the willingness of investors to pay
higher P/E ratios for stocks.  As confidence  expands and contracts,  the market
goes up and down  accordingly.  So the trick in a market  like this,  where good
stocks are punished just like bad stocks based on myopic perceptions,  is to buy
stocks with good growth potential and good value and to avoid those which don't.
Pure growth momentum stocks have extraordinary volatility,  since their momentum
and high P/Es depend on a stable overall market.  A lot of the stocks in the S&P
have great  earnings  potential,  but P/E ratios are high, so finding good value
will be crucial and  difficult  this year.  Value  arises  when a stock  suffers
temporary setbacks.  For example, when an earnings report is slightly lower than
wildly optimistic analysts' estimates, the stock might suffer in the short term.
This is because  the market  will  perceive  this  negatively,  even  though the
company is still  doing well and  earnings  may rise to match  those  optimistic
estimates for the next quarter.  I'm looking for companies  like this which have
sustainable, solid growth prospects for the long term. I encourage investors who
would like this kind of investment opportunity to consider the U.S. All American
Equity  Fund for the  stock  component  of their  portfolio,  since  this is our
specialty.  This  approach  will work well in the long term,  I believe,  and it
should do especially well in the current market environment.

[THE FOLLOWING SECTION IS ON THE RIGHT MARGAIN OF THIS PAGE]

                                        TOP TEN HOLDINGS (3/31/97)
                                        General Electric Co.
                                        Coca-Cola Co.
                                        Microsoft Corp.
                                        Intel Corp.
                                        Philip Morris Inc.
                                        Johnson & Johnson
                                        Merck & Co. Inc.
                                        IBM Corp.
                                        Procter & Gamble Co.
                                        First Data Corp.
                                        NOTE: FUND HOLDINGS MAY CHANGE.

                                        HOW TO BUY  SHARES  EASILY AND WITH LESS
                                        RISK WITH THE ABC IVESTMENT PLAN(R)

                                        You can start  investing in the U.S. All
                                        American Equity Fund with even less than
                                        our  minimum   initial   investment   of
                                        $1,000.  Just  use  our  ABC  Investment
                                        Plan(R)  to open  an  account  for  only
                                        $100.  After that,  we  transfer  $30 or
                                        more each month  automatically from your
                                        checking  account  to your fund  account
                                        with us.

                                        When  you buy  shares  each  month,  you
                                        reduce  the  risk  that  you buy in at a
                                        market  high.  Of course,  no system can
                                        guarantee you a profit. If you sell at a
                                        bottom,  no system will give you a gain.
                                        The  Plan  can  get  you  started  on an
                                        investment  program  which  can help you
                                        achieve your long-term financial goals.

                                        ATTENTION PARENTS AND GRANDPARENTS:

                                        This Fund is ideal for teaching children
                                        the benefits of investing.  They'll even
                                        recognize many of the companies in which
                                        the Fund invests.

                                                                               5
<PAGE>
                               SHAREHOLDER REPORT

[THE FOLLOWING SECTION IS ON THE LEFT MARGAIN OF THIS PAGE]

FUND NOTES

[GRAPHIC:  PHOTO OF VICTOR FLORES]

VICTOR FLORES, CFA
Chief Investment Officer
Portfolio Manager of the
U.S. World Gold Fund and the 
U.S. Gold Shares Fund

DID YOU KNOW?
Portfolio manager Victor Flores is 
regularly interviewed by these and 
other well-known publications for 
his opinions as an expert gold 
stock analyst.

Fortune
The Wall Street Journal
The Globe and Mail
Dow Jones
L.A. Business Channel
CNN Business News
CNBC
Barron's
Institutional Investor
Kiplinger's
Forbes
La Nacion

For a  free  Fact  Kit  containing  more
complete information,  including charges
and  expenses,  call  1-800-US-FUNDS  or
visit  our web site at  www.usfunds.com.
Read  the  prospectus  carefully  before
investing. It details the special risks,
such as currency, political and business
risks, of investing in emerging markets.

[GRAPHIC: PICTURE OF THE COVER OF THE GOLD & NATURAL RESOURCES FUNDS PROSPECTUS]

U.S. WORLD GOLD FUND & U.S. GOLD SHARES FUND
The South African gold stocks fell in response to a weaker gold price, which has
significantly  affected  the  operating  margins of most mines.  Meanwhile,  the
mining houses  continue their efforts to restructure  their  operations.  As the
South African gold mining industry  evolves,  we are repositioning the U.S. Gold
Shares Fund to prepare for the changes taking place in that country.

The  non-South  African  gold stocks  were  actually up during most of the first
quarter,  but succumbed to the uncertainty  surrounding Bre-X's Busang discovery
in Indonesia.  After a drawn out political process,  the government of Indonesia
picked  Freeport  McMoran  Copper and Gold to develop the  deposit.  The trouble
began when Freeport's  preliminary (and by no means  conclusive) work indicating
that  Bre-X may have  overestimated  the size of the  deposit  was leaked to the
press. In the ensuing  confusion,  not only Bre-X, but most  exploration  stocks
fell dramatically. Independent auditors have been brought in to clear the matter
up, but in the meantime  investors  are treating the junior  mining  sector with
caution.  While the U.S. World Gold Fund routinely invests in junior exploration
and   mining   companies,   the  Fund  is  well   diversified   and  holds  many
well-capitalized mid-size and senior gold stocks.

U.S. GLOBAL RESOURCES FUND
The first  quarter of the year saw  short-term  weakness  in oil prices and spot
natural gas prices,  which caused many momentum  players to sell their positions
in  energy-related  stocks.  Their retreat from the market put a strong downward
pressure on many stocks in the oil sector.  Excellent value  opportunities arose
in  unfairly  maligned  stocks  because  of  this  weakness,  which  we  saw  as
short-lived.  In the end we proved  correct,  since oil stocks  have had a solid
rebound in recent weeks. The metals and industrials  sectors have also performed
well this quarter.  We  anticipate  that the Fund's  diversification  throughout
these  sectors will maximize  growth  prospects  for  shareholders.  We are very
bullish long-term on natural resources prices as the world continues to grow its
economies.

[GRAPHIC: PICTURE OF THE COVER OF THE BONNEL GROWTH FUND PROSPECTUS]

BONNEL GROWTH FUND
The Federal  Reserve's  interest  rate hike has brought about great concern that
the party is over for stock  investors.  Yet the  Fed's  25-basis-point  hike is
really  only  a  pre-emptive  move  against  inflation,  not a  measure  against
inflation  already  in the  economy.  So there is no  reason  today why the bull
market should not survive these corrections.

We have said many times that  corrections  are to be expected  and that they are
healthy for investors.  After all, we plan to buy more stocks,  so why not do it
when  everything's on sale? Over the long term, the stock market has a funny way
of making money for patient  investors.  Our advice to you:  Leave your money in
the  market.  Don't sell stocks and stock funds at a loss now only to wait until
they have gone back up to get back in. If you can afford to, and you can stomach
the risks, consider buying more shares now. Do not be intimidated because prices
are  falling--great,  good and poor  companies  all decline in  corrections.  We
expect technology, health care and retail stocks will be the 


                                                                               6
<PAGE>

market leaders once the correction is over.  These sectors are full of companies
with high potential whose stocks are undervalued by the markets.

U.S. REAL ESTATE FUND
The volatility of the broader stock market,  the greater  liquidity  among REITs
and the  superiority  of REITs and  other  real  estate  stocks  over  investing
directly in property have been the primary drivers of market  performance in the
past quarter.  The performance  and investment  advantages of real estate stocks
are  attracting  more  interest  and capital to the sector,  which has  provided
companies with capital  strength and put momentum  behind their stocks.  A chief
advantage is that dividend yields of many REITs are  outperforming  even 3-month
T-bills. On top of that high current income, REITs have offered very competitive
growth in the past year.  New investors  have been buying REITs because of their
high  yields  and  their  growing  dividends  as  well  as for  their  continued
attractiveness as growth stocks.

More  money in the  market  has  driven up prices  and  reduced  REITs'  cost of
capital,   a  primary  factor  in  their  acquisition  and  development  of  new
properties.  These  companies  can now  structure  their  balance  sheets with a
variety of  advantageous  capital  sources and can be aggressive  and successful
bidders on properties.  This allows them to diversify their property  portfolios
and to grow their cash flows.  Unless the Federal Reserve  ratchets up rates too
quickly, we expect this trend to continue throughout 1997.


[GRAPHIC: PICTURE OF THE COVER OF THE U.S. ALL AMERICAN EQUITY FUND PROSPECTUS]

U.S. ALL AMERICAN EQUITY FUND
Although the first quarter was difficult for all S&P 500 stock funds, the market
correction  offered the opportunity to buy stocks of excellent  growth companies
whose share prices are at bargain prices in this volatile market.

Concern about profit margins and slowing revenue growth hurt  technology  stocks
throughout the first quarter,  though the market has been very nearsighted about
the future of these  stocks.  Several  recognized  leaders in the industry  will
inevitably  profit from the long-term  technology  boom, so smart investors used
the weak prices to buy shares of their favorite companies.

[GRAPHIC: PICTURE OF THE COVER OF THE CHINA REGION OPPORTUNITY FUND PROSPECTUS]

CHINA REGION OPPORTUNITY FUND
During the quarter,  the markets of the China region calmly received the news of
paramount  leader Deng Xiaoping's  death. The market had been speculating on his
death weeks before it was  officially  announced,  so it was priced into Chinese
stocks  well in advance.  We believe  that the  economic  and  political  reform
spearheaded  by Deng is very much  entrenched in China and we see little risk of
China reverting to a planned economy now that he is gone.

Hong Kong stocks  reacted  negatively to the interest rate hike in the U.S., but
not enough to hamper their performance for the quarter. The fundamentals for the
Chinese  and Hong Kong  markets  remain  strong  as  economic  reforms  in China
continue. Our outlook for the rest of the year is positive. The economy is doing
well,  corporate  earnings are set to rebound,  interest rates and inflation are
declining  and the  economic  environment  is ideal for the stock  market in the
China region.

[THE FOLLOWING SECTION IS ON THE RIGHT MARGAIN OF THIS PAGE]

                                        DID YOU KNOW?

                                        The U.S.  Government  Securities Savings
                                        Fund is  Lipper's  #1  government  money
                                        market fund for five years. Discover its
                                        consistent superior performance.

                                        [GRAPHIC:    PICTURE    OF   THE    1996
                                        PERFORMANCE ACHIEVEMENT CERTIFCATE]

                                        Lipper Analytical Services, a nationally
                                        recognized  mutual fund rating  service,
                                        awards ratings which reflect  historical
                                        risk-adjusted performance. Lipper ranked
                                        the U.S.  Government  Securities Savings
                                        Fund  #5  and  #1  for  the   one-   and
                                        five-year periods ended 3/31/97,  out of
                                        115  and  79  government   money  market
                                        funds, respectively. Past performance is
                                        no guarantee of future results. Like all
                                        other mutual funds,  Fund shares are not
                                        backed  by the  U.S.  government  or its
                                        agencies,  though  the  securities  they
                                        invest in are.  The Fund is  managed  to
                                        maintain  a stable $1 per  share  value,
                                        though  there  is no  assurance  that it
                                        will be able to do so.

                                        THE WALL STREET JOURNAL REPORTS:
                                        The China Region Opportunity Fund ranked
                                        Number 1 out of all Asia ex Japan  Funds
                                        for the 12-month period ended 3/31/97.

                                        AVERAGE ANNUAL TOTAL RETURNS:
                                        1 year 21.30%
                                        Since inception -6.68%
                                        Inception date 2/10/94

                                        Past  performance  is  no  guarantee  of
                                        future results.


                                                                               7

<PAGE>
                               SHAREHOLDER REPORT

[THE FOLLOWING SECTION IS ON THE LEFT MARGAIN OF THIS PAGE]

[GRAPHIC:  PHOTO OF STEPHEN LEEB]

CHECK OUT  STEPHEN  LEEB'S  NEWEST  BOOK
Renowned     newsletter    editor    and
investment   advisor  Stephen  Leeb  has
published  his latest book on investing.
In The Agile Investor,  he discusses the
trends   which  will  drive  the  global
securities  markets  well  into the next
century  and  shares  his  strategy  for
meeting   with   the    challenges   and
opportunities ahead. Published by Harper
Business,    The   Agile   Investor   is
available     at    major     bookstores
nationwide.

For a  free  Fact  Kit  containing  more
complete information,  including charges
and  expenses,  call  1-800-US-FUNDS  or
visit  our web site at  www.usfunds.com.
Read  the  prospectus  carefully  before
investing. It details the special risks,
such as currency, political and business
risks, of investing in emerging markets.

[GRAPHIC:  PICTURE  OF THE  COVER OF THE  ADRIAN  DAY  GLOBAL  OPPORTUNITY  FUND
PROSPECTUS]

ADRIAN DAY GLOBAL OPPORTUNITY FUND
This year, for the first time in over a decade, all major industrialized nations
are  expected to see  positive  economic  growth.  Interest  rates in Europe and
elsewhere,  including  most of the  emerging  markets,  have the  potential  for
further  decline.  In addition,  the last five years have been highly unusual in
that the U.S. stock market underperformed the average foreign market. Because of
this  combination  of factors,  the current  period of  underperformance  may be
coming to an end for foreign markets.

However,  most major stock  markets  around the world are trading at or close to
all-time  record  highs in terms of prices and  valuations,  so a  cautious  and
selective  bottom-up  approach,  looking  company by company for value, is best.
Successful  investors  are finding it in a diverse  range of  industries in many
disparate  countries,  inlcuding  Thailand and Korea. These two emerging markets
have been severely beaten down to the point where they now represent good value.
Good  opportunities  also  exist in natural  resources  in the  broadest  sense,
including  gold,  paper and chemicals,  as well as in financial  institutions in
fast-growth areas. In coming months, we will continue to look for companies with
high growth prospects that represent solid value at current prices.

FIXED-INCOME FUNDS
In the last  Shareholder  Report,  we  anticipated  the Fed would raise interest
rates by 25 basis points.  Our prediction  was right on target.  In light of the
low jobless numbers,  we expect one more increase will be made, also of 25 basis
points, at the May meeting of the Federal Open Market Committee.  The Goldilocks
economy remains, though low unemployment does suggest that inflation,  while not
immediately  present,  may  be  on  the  horizon  for  the  economy.  By  taking
pre-emptive  action, the Fed will very likely have stopped that inflation before
it ever happens.  On the other hand, in order for this pre-emptive measure to be
effective,  the Fed will  probably  conclude  that another rate increase will be
necessary.

When  investors  expect a rate hike, it is best to keep high cash positions in a
portfolio as it rolls out of maturing securities. With rates now rising, it will
be possible to buy higher-yield  securities to maximize yields in bond and money
market funds.  Investors  concerned  about the volatility and uncertainty of the
equity markets should consider that  fixed-income  funds offer yields which will
rise as the Fed raises interest rates.

[GRAPHIC: PICTURE OF THE COVER OF THE UNITED SERVICES EQUITY FUNDS PROSPECTUS]

U.S. INCOME FUND
The interest  rate  increase at the end of March hurt  utility  stocks and other
interest-rate  sensitive  securities,  since new bond issues  will offer  higher
coupon rates and yields.  While  diversification into other industries offered a
measure of  protection,  the increase in rates  prompted a broad sell-off in the
stock market which left few stocks untouched.  However, if interest rates do not
rise  dramatically  in coming  months,  utility stocks should have strong upside
potential.  In keeping with the  objectives  of the U.S.  Income  Fund,  we will
continue to diversify our assets throughout sectors with dividend-paying  stocks
with stable growth potential.

                                                                               8
<PAGE>
                               SHAREHOLDER REPORT

[GRAPHIC: PICTURE OF THE COVER OF THE REGION EASTERN EUROPEAN FUND PROSPECTUS]

REGENT EASTERN EUROPEAN FUND
The  latest  fund  in  the  U.S.  Global   Investors   collection  seeks  growth
opportunities  throughout Eastern Europe and the former Soviet Union,  primarily
in Russia, Poland, Hungary,  Romania, the Czech Republic and Slovakia.  Economic
reform in these countries has given rise to many  investments  with  outstanding
growth  potential.  The stock prices of many companies in the region  understate
the true value of the  underlying  assets they control,  which presents a unique
opportunity for adventurous  investors willing to take the risks of investing in
these volatile markets.  These risks include the special currency,  business and
political risks of investing in emerging markets.

Eastern Europe holds much of the world's resources and wealth.  Russia alone has
a huge  share  of the  world's  reserves  of  many  natural  resources,  and the
companies  which  control them are very  inexpensive  compared to their  Western
counterparts. The Russian national gas company Gazprom, for example, is thirteen
times the size of Exxon in terms of hydrocarbon reserves yet its market value in
early 1997 was just 11% of Exxon's.  Many stocks in Eastern Europe are similarly
undervalued,  relative to the assets they own. All great opportunities have more
risks than investing in Treasury securities, so it is important that you realize
that  securities  in emerging  markets like  Eastern  Europe can be illiquid and
trade at a discount  to  assets.  As these  markets  mature,  valuation  usually
improves  substantially.  Also,  the Fund may not be able to invest  directly in
shares of companies like Gazprom.

Still  opportunities  like  this do exist in Russia  and  elsewhere  in  Eastern
Europe.  The Fund opened for trading on 3/31/97 and is available  for  immediate
investment.

GLOBAL IQ QUIZ --

Yes, the Quiz is back. If you can answer all these questions,  you'll win a free
U.S.  Global  Investors  t-shirt.  When  you've  finished  the  Quiz,  just call
1-800-US-FUNDS to find out your Global IQ.

1. How many of U.S. Global Investors' funds have significant holdings overseas?

2. In what  region of the world  does the  newest  U.S.  Global  Investors  fund
   specialize?

3. Hong Kong will revert from British to Chinese  control in June of 1997.  What
   Asian  country  will  revert to  Chinese  control in 1999,  and what  country
   controls it now?

4. If a mutual  fund has returns of 20% in one year and a 25% loss in the second
   year, what gain in the third year will produce overall returns of 20% for the
   whole period (i.e., not annualized)?

5. What is the northernmost capital city in the world?

[THE FOLLOWING SECTION IS ON THE RIGHT MARGAIN OF THIS PAGE]

                                        REGENT EASTERN EUROPEAN FUND

                                        Regent Fund Management Ltd.  manages the
                                        Fund from  their  offices  in Moscow and
                                        London.  Long-time  specialists  in  the
                                        emerging markets of Asia,  Regent is now
                                        the largest foreign investor in Russia.

                                        OBJECTIVE:  
                                        long-term growth of capital 
                                        MIN. INITIAL INVESTMENT:
                                        $5,000
                                        ABC INVESTMENT PLAN(R):
                                        $1,000 initial investment,  $100 or more
                                        each month thereafter
                                        RISK/REWARD POTENTIAL:

                                        Low ------------------------ High* ---

                                        Call  1-800-873-8637  today  for a  free
                                        investment  guide on the Regent  Eastern
                                        European Fund.

                                                                               9
<PAGE>
                               SHAREHOLDER REPORT

NEWS & NOTES FROM
SHAREHOLDER SERVICES

[THE FOLLOWING SECTION IS ON THE LEFT MARGAIN OF THIS PAGE]

MEET THE U.S. GLOBAL INVESTORS TEAM

May 28th to 29th
NORTHEAST INVESTMENT IN MINING CONFERENCE
New York Marriott Marquis
New York, New York

June 14th to 16th
CHICAGO MONEY SHOW
Hyatt Regency
Chicago, Illinois

Call 1-800-US-FUNDS for your free tickets.

[GRAPHIC:  PICTURE OF AN "ADMIT ONE" TICKET]

The Shareholder Report is published four
times a year by U.S. Global Investors as
a service to  shareholders of our funds.
Please send any comments, suggestions or
questions to:

EDITOR, SHAREHOLDER REPORT
U.S. GLOBAL INVESTORS
P.O. BOX 781234
SAN ANTONIO, TX 78278-1234

SUSAN FILYK, Editor
MARK TALBOT-KELLY, Creative Director
CHRIS SMITH, Senior Editor
STEPHANIE LINKOUS, Associate Editor

For a  free  Fact  Kit  containing  more
complete information,  including charges
and  expenses,  call  1-800-US-FUNDS  or
visit  our web site at  www.usfunds.com.
Read  the  prospectus  carefully  before
investing. It details the special risks,
such as currency, political and business
risks, of investing in emerging markets.

GET TO KNOW THE U.S. GLOBAL INVESTORS EDUCATION AND SERVICE TEAM
Our dynamic  Education and Service Team of mutual fund  specialists is dedicated
to helping you  maximize  your  investments.  Known  throughout  the mutual fund
industry for offering the highest level of personalized  customer  service,  the
Education and Service Team can answer your questions about our funds and discuss
strategies for getting the most out of your investments with us.

THE EDUCATION AND SERVICE TEAM'S GUARANTEE TO YOU
     +    We  guarantee  that with every phone call,  you will  receive the most
          current, honest and extensive knowledge available on our funds and the
          market.  The  information we provide can help you make highly informed
          investment decisions for your portfolio.
     +    We guarantee  accurate,  efficient and  personalized  service to every
          investor.
     +    We guarantee immediate, informative answers to all your questions with
          minimal waiting.

HOW TO BUY SHARES RIGHT WHEN YOU WANT THEM
To buy shares  immediately,  without waiting for a check to reach us, call us to
make a Telephone Purchase in any non-money market or non-retirement account. You
can buy shares up to ten times the value of your  assets  with us at the closing
price for the trading  day on which you call.  Then just send us a check for the
amount of your purchase  within seven  business days. We recommend the Telephone
Purchase  as a  convenient  way to  open a new  account  in the  Regent  Eastern
European Fund or the Adrian Day Global Opportunity Fund.

DISCOVER TOUCH-TONE TRADING
You can now exchange up to $50,000 on our automated  system  without  waiting to
speak to a representative. Exchanges can be made between any accounts which have
identical registration. Just call 1-800-US-FUNDS and select menu option 2.

NEED NEWS FAST?
Our automated system delivers the latest market news and investment  insights of
our portfolio managers 24 hours a day. Every six weeks you can hear a new report
on each fund,  and every  week a new  analysis  of the  markets.  After  calling
1-800-US-FUNDS,  select menu option 6 for Portfolio  Direct and option 4 for the
weekly Investor Alert.

PAY YOUR BILLS DIRECTLY FROM YOUR ACCOUNT
If you have an account  in either of our money  market  funds,  you can have any
bills paid automatically. Imagine the convenience: no checks to write, no stamps
to buy, no  envelopes  to mail--all  absolutely  free with a minimum  balance of
$1,000. For more information, call us today.

                                                                              10
<PAGE>
                               SHAREHOLDER REPORT

THE WORLD OF RETIREMENT

The world of retirement planning can sometimes be complex and intimidating. It's
difficult  to always know the latest rules and  regulations.  Once you think you
understand  them,  they will probably  change.  We receive many  questions  from
shareholders  and  private  investors  asking  how  they can  best  prepare  for
retirement.    Here    are   some   of   the    most    common    questions--and
misconceptions--people have about retirement planning:

AM I  LIMITED  AS TO THE  AMOUNT  OF MONEY I CAN  ROLL  OVER  FROM MY  COMPANY'S
RETIREMENT  PLAN TO AN IRA? 
No.  Unlike a regular  annual  contribution  to an IRA,  which is  restricted to
$2,000,  there is no dollar  limit on the amount of money that you can roll over
from your  employer's  plan.  If you transfer  $10,000 or more to a U.S.  Global
Investors  IRA, you will never pay a custodial fee for the life of that account.
If you transfer  $2,000 in any calendar  year, we will waive your  custodial fee
for that year.

MAY I HAVE MORE THAN ONE IRA?
Yes.  You are  allowed to open as many IRAs as you  choose,  since the  Internal
Revenue Code governs the aggregate  size of all your IRA  accounts.  The maximum
overall  contribution you can make to your aggregate IRA for a given tax year is
$2,000,   but  your  $2,000   contribution   may  be  allocated  across  several
investments, in several IRA accounts.

MUST I INVEST MY IRA IN A CD?
No.  Although a certificate of deposit (CD) is a commonly used savings  vehicle,
there are many other  appropriate and IRS-approved  investments for your IRA. If
you're  searching for  investments  that have the ability to beat inflation over
the long term and provide  growth  potential,  then you may want to pursue other
investments, such as stock and bond mutual funds.

IF I  PARTICIPATE  IN MY  COMPANY'S  RETIREMENT  PLAN,  MAY I STILL HAVE AN IRA?
Certainly.  In fact, by utilizing both an IRA and your company's  plan, you give
yourself even more  opportunity to take  advantage of  tax-deferred  growth.  By
participating in your company's retirement plan, you may limit the amount of IRA
tax  deduction  you are able to take for your  contribution,  but you can  still
contribute up to $2,000 each year.

I'VE HEARD THAT IF I CAN'T TAKE A TAX DEDUCTION, THEN I CAN NO LONGER CONTRIBUTE
TO AN IRA. IS THAT TRUE? 
Not at all. Remember,  everyone who is under age 70 1/2 and has earned income is
eligible to make an IRA  contribution--only  the  deduction  is limited for some
people. But even if you can't take the deduction, you should still contribute to
your IRA. The real benefit of an IRA is tax deferral,  not tax deduction.  While
your  money  is in an IRA,  you do not  have to pay  taxes  on any  interest  or
earnings you may accrue.  This allows all earnings to accumulate in your account
year after year giving you the "power of compounding,"  which you can see in the
accompanying chart.

[THE FOLLOWING SECTION IS ON THE LEFT MARGAIN OF THIS PAGE]

[GRAPHIC:  PHOTO OF HARRIET MARMON]

Harriet C. Marmon, CPA
Vice   Chairman,    Security   Trust   &
Financial Company

DID YOU KNOW?
IRAs at  U.S.  Global  have  no  minimum
investment       requirement.       Call
1-800-US-FUNDS  for a free IRA kit. It's
easy to transfer  your IRA from  another
financial institution.  Call today for a
transfer form.

Tax-Deferral Gives IRAs The Advantage

Since  income  taxes on IRA earnings are
deferred    until    withdrawal,     IRA
investments  grow faster than they would
in  a  taxable   account.   This   graph
compares  the  growth of a  hypothetical
taxable   and   tax-deferred    account,
assuming $2,000 annual contributions,  a
hypothetical  8%  annual  return,  a 31%
federal tax bracket and no withdrawals.

[MOUNTAIN GRAPH PLOTTED FROM DATA IN TABLE BELOW]


Rate of Return    Annual Contribution       Tax Rate
8%       "$2,000 "         31.0%
 
Year     Taxable  IRA
1        "$2,110.40 "      "$2,160.00 "
2        "$4,337.29 "      "$4,492.80 "
3        "$6,687.11 "      "$7,012.22 "
4        "$9,166.64 "      "$9,733.20 "
5        "$11,783.04 "     "$12,671.86 "
6        "$14,543.86 "     "$15,845.61 "
7        "$17,457.09 "     "$19,273.26 "
8        "$20,531.12 "     "$22,975.12 "
9        "$23,774.83 "     "$26,973.12 "
10       "$27,197.60 "     "$31,290.97 "
11       "$30,809.31 "     "$35,954.25 "
12       "$34,620.39 "     "$40,990.59 "
13       "$38,641.83 "     "$46,429.84 "
14       "$42,885.26 "     "$52,304.23 "
15       "$47,362.93 "     "$58,648.57 "
16       "$52,087.76 "     "$65,500.45 "
17       "$57,073.41 "     "$72,900.49 "
18       "$62,334.26 "     "$80,892.53 "
19       "$67,885.51 "     "$89,523.93 "
20       "$73,743.19 "     "$98,845.84 "
21       "$79,924.21 "     "$108,913.51 "
22       "$86,446.43 "     "$119,786.59 "
23       "$93,328.67 "     "$131,529.52 "
24       "$100,590.81 "    "$144,211.88 "
25       "$108,253.83 "    "$157,908.83 "
26       "$116,339.84 "    "$172,701.54 "
27       "$124,872.20 "    "$188,677.66 "
28       "$133,875.54 "    "$205,931.87 "
29       "$143,375.87 "    "$224,566.42 "
30       "$153,400.62 "    "$244,691.74 "
31       "$163,978.74 "    "$266,427.07 "
32       "$175,140.76 "    "$289,901.24 "
33       "$186,918.93 "    "$315,253.34 "
34       "$199,347.26 "    "$342,633.61 "
35       "$212,461.62 "    "$372,204.30 "
36       "$226,299.91 "    "$404,140.64 "
37       "$240,902.06 "    "$438,631.89 "
38       "$256,310.26 "    "$475,882.44 "
39       "$272,568.98 "    "$516,113.04 "
40       "$289,725.19 "    "$559,562.08 "
                  "$386,097.84 "

                                                                              11
<PAGE>
                               SHAREHOLDER REPORT
[THE FOLLOWING SECTION IS ON THE LEFT MARGAIN OF THIS PAGE]

         EXPERT MARKET INSIGHTS

[GRAPHIC:  PHOTO OF TOM LYDON]

Tom Lydon is president of Global  Trends
Investments, an investment advisory firm
specializing   in  creating   customized
mutual  fund  portfolios  for  high  net
worth  individuals.  He is a contributor
to major  print,  radio  and  television
media.

(Global   Trends   Investments   is  not
affiliated   with,   nor  is  Mr.  Lydon
compensated by, U.S.  Global  Investors,
Inc.)

(714) 960-7383
Fax (714) 536-2392
E-mail [email protected]

CONTINUED OPPORTUNITIES FOUND IN U.S. MARKETS
The bull market that began in 1990 is alive and well. And most  investors  can't
believe it. Those that have  participated  are concerned that the party will end
soon and their  hard-earned  gains  will  slip  away.  Those  that  haven't  are
frustrated:  they aren't inclined to jump into the market now when, for them, it
would surely be the top.  Investors  seem to look for reasons to worry about the
stock market. A case in point: Federal Reserve Chairman Alan Greenspan's comment
that  investors  were  suffering  from  "irrational   exuberance"   resulted  in
short-term negative market effects. But in the end, the rate hike will not deter
the momentum of one of the longest uptrends in stock market history.

TRY SMALL- AND MID-CAP STOCKS
Consider   small-  and   mid-capitalization   stocks  (under  $1  billion)  that
consistently show improved earnings.  After a profitable 1995,  small-cap stocks
were left behind in 1996 by the strength and momentum of blue-chip  stocks.  The
Dow was up 26%, the S&P was up 20% and the Russell  2000 was up only 14.8%.  And
so far this year we haven't seen much change.  Now is the time to take advantage
of this deviation.

Unfortunately,  investors  have been selling  small- and mid-cap stocks to build
their blue-chip  positions.  Many  investment  experts warn against selling such
profitable  stocks when  they're at the bottom of their  cycle.  In early March,
Peter  Lynch  proclaimed  it time  to give  big-cap  stocks  a rest  and let the
small-caps  take over.  He pointed out that the NASDAQ  Composite  rose 25% last
year but the average stock in the index was up only 6.9%. The Microsofts and the
Intels of the stock world accounted for most of the gain.

FIND PROOF IN STRONG EARNINGS
To put this opportunity  into  perspective we need to look at earnings.  The S&P
500 currently  trades at 17 times its projected 1997 earnings.  The Russell 2000
is priced at 15 times  earnings.  Barron's  reported that  "analysts  expect S&P
operating  earnings  to grow by only  about 15% this year,  while the  Russell's
earnings are seen exploding upward by 35%."

If  the  economy  remains  on a  slow-growth  pace  and  interest  rates  remain
relatively  stable,  we can be optimistic  about the continued  profitability of
U.S.  companies.  Of course,  there's  always a chance an economic or  political
surprise may affect all  markets.  However,  if that occurs,  small- and mid-cap
stocks will be even more attractive than they are now.

TAKE ADVANTAGE OF FUND MANAGER EXPERTISE
Identifying  the  companies  which  warrant your  investment is not always easy.
Fortunately,  no-load  mutual  fund  managers--some  of the  best  minds  in the
business--offer  their hard work and extensive  research for the benefit of each
and everyone shareholder. If you're looking to reallocate your portfolio to take
advantage of the coming resurgence in small- and mid-cap stocks,  there are many
small- and mid-cap growth funds that deserve consideration.

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