US GLOBAL INVESTORS FUNDS
497, 1997-11-17
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SHAREHOLDER REPORT                                         (Company Logo)
- --------------------------------------------------------------------------------
Published for the fund shareholders of U.S. Global Investors         Fall 1997
- --------------------------------------------------------------------------------
(GRAPHICS: Picture of Race Horses)


                    INVESTING TO WIN, PLACE AND SHOW


Your Retirement
The Roth IRA

                                             Expert Insights
                                   Why You Can't Trust Wall Street's Ratings

Fund Focus
U.S. Global Resources Fund

(page 2)
                              SHAREHOLDER REPORT

MESSAGE FROM THE PRESIDENT
INVESTING TO WIN, PLACE AND SHOW
                                            (GRAPHICS:  Picture of Frank Holmes)

Dear Shareholder,

I recently  read a book which  convinced me that asset  allocation is like horse
racing. Bet $50 on a longshot at 20 to 1 and you could make $1,000, if she wins.
But long shots all too often come in last. If you bet the favorite to win, place
and show, however,  you've hedged your bet. If the safer strategy sounds boring,
consider this: The winner paid $3 for coming in third place;  you would have won
$1 on a $2 bet. Not as exciting as winning 20-to-1 odds, but still a 50% rate of
return in a single day.

Which do you tend to pick for your  portfolio,  longshots or  favorites?  At the
racetrack,  only the  odds  makers  get  rich.  You can  profit,  however,  from
bethedging investment strategies. All you must do is divide up your portfolio to
win,  place and  show.  Don't try to pick  only  triple-crown  winners  for your
portfolio;  bet on consistent  top  performers and your bets will pay off in the
long run.

Watching  the price of gold  continue  its losing  streak,  many  investors  are
wondering:  is gold a dark horse or a dead  horse?  Investment  guru Peter Lynch
wrote in the November issue of Worth Magazine, "The trend has been ugly, I know,
but I think things may begin looking up for  gold--and,  more  important for our
purposes, for gold-mining companies.  The best news is that if you buy the right
companies the commodity price doesn't have to jump for the stocks to show a nice
increase.  And, if the price of gold does eventually  rise, these companies will
make huge profits."

I agree  with Mr.  Lynch.  The  problem  with  gold is that it is  undergoing  a
reevaluation in the marketplace.  For centuries,  gold reserves  represented the
wealth of a nation. Yet some of the world's central bankers have begun to wonder
whether gold is a true measure of economic  strength in a modern global economy.
A few countries have sold off the metallic  contents of their vaults.  While the
amount of gold sold off by the  central  banks  over the past few years has been
minimal--they  still  hold  97.6% of the gold they held at the end of  1994--the
sentimental  market didn't take the news well. And gold's other traditional role
as an inflation  hedge  doesn't get much of an audience  these days as inflation
rates  are  more or less in  check in most of the  industrialized  world.  Still
reeling  from the Bre-X  scandal,  in which the mining  company's  claim to have
found the world's  largest gold mine was  uncovered as a fraud,  many  investors
have abandoned gold stocks.

Yet the gold  industry's  prospects  are shining.  Physical  demand for gold has
outstripped mine supply for seven years in a row. Much of that demand comes from
Asia  where to a growing  middle  class  gold is a symbol  of  wealth  and hedge
against  currency  uncertainty.  In China,  Vietnam and India,  high-karat  gold
jewelry is the equivalent of a savings account.

- --------------------------------------------------------------------------------
Test Your Global IQ
- --------------------------------------------------------------------------------
1        Where in the world is Kirghizia?
2        For what is Titusville, PA best known?
3        In the area of the world we call Iran and Turkey,  when were nuggets of
         copper first mined from weathered veins of malachite and azurite ores?
4        In Europe, from 1500 to 1568,  the cost of living index rose 1,000 
         points - why?
5        Who is still the United States biggest trading partner?
6        What did Carol Jemison and Ellen Ochoa do that most people in the
         world have not done nor will ever do?
7        Which covers more square miles - Canada or Australia?
8        Which European Country possesses the longest coastline?

Answers are on page 9
- --------------------------------------------------------------------------------
Gift Idea
- --------------------------------------------------------------------------------
The Holidays are just around the  corner...  are you  searching  for the perfect
gift? UTMA accounts are a great way to invest in a child's future.  Best of all,
you can open a UTMA account in many of our funds with as little as $50. Wouldn't
it be nice to have one less thing to worry about this holiday season?

Call an Investor Representative for more details. 1-800-US-FUNDS

For more complete  information about the funds managed by U.S. Global Investors,
Inc.,  including  charges  and  expenses,  call  1-800-873-8637  or  visit us at
www.usfunds.com  for a prospectus.  Read it carefully  before you invest or send
money.

(page 3)                      
                         SHAREHOLDER REPORT

In many  developing  countries,  demand for gold miners is  increasing  as well.
Dozens of  countries  long closed to  foreigners  have begun  welcoming  mineral
exploration.  With so much new territory in play,  spending on  exploration  has
tripled in Asia,  quadrupled  in Latin  America and  quintupled in Africa in the
past five years.  The payoff for the prospectors is lower  production  costs. At
gold rich mines in emerging  markets  where labor is cheap and  regulations  are
few,  production  costs can run as low as $100 an ounce vs.  upwards  of $300 in
South Africa and around $240 in the United States. When gold trades at depressed
prices,  many older mines can barely  afford to take the gold out of the ground,
much less turn a profit.  At $325 per ounce the average  mine's profit margin is
only 2%, causing more mines to close down: further limiting supply,  which could
lead to higher gold prices.
                                             (GRAPHICS: Picture of a Girl)

For our  gold  fund  portfolios,  we  search  for the  gold  companies  that are
producing  respectable  profits even at today's  depressed  gold  prices.  These
companies  stand to make huge  profits  when gold prices  eventually  rise.  For
example, if a company can produce gold for $283 per ounce, it makes $42 when the
price of gold is at $325.  If the spot price for gold  rallies just 25% to $406,
its profits  increase 300% and the stock price  explodes.  In emerging  markets,
investors  prefer  gold in a physical  form--jewelry  or  bullion;  in  advanced
economies, gold stocks and the funds that invest in them are the better play.

(GRAPHICS: Picture of a Girl)

The gold industry's prospects are shining.  Despite Bre-X, companies are digging
new mines  around  the  world.  Our gold team will  continue  to travel to these
remote sites on due diligence  missions and to meet with the management teams of
these  projects.  In a few weeks I'll be traveling to South America to check out
mining properties in Chile and Peru.

Bet on gold but not with more that 5-10% of your assets.  Remember to place your
bets on a variety of  investments  to ensure  against  those that don't pay off.
Look to us for your  asset  diversification  in global  markets,  sector  funds,
tax-free  bonds,  American  blue-chip  and growth stocks and  safe-harbor  money
markets.  And use our innovative ABC Investment Plan(R) to add to your portfolio
over time.


Sincerely yours,

/s/FRANK HOLMES

Frank Holmes
Chairman & CEO

- --------------------------------------------------------------------------------
Global IQ Quiz Answers
- --------------------------------------------------------------------------------

1        Central Asia. Kazakhstan lies to its north, Uzbekistan to the west,
         Tajikistan to the southwest, and China to the southeast.
2        1st commercial oil well in the US, in 1859.
3        7000 BC.
4        Gold and silver from the New World was now in circulation.
5        Canada.
6        In 1992, Carol Jemison was the first black woman in space. In 1993
         Ellen Ochoa was the first Hispanic woman in space.
7        Canada at 9,215,430; Australia spans only 7,682,300.  But with only
         6.07 people per square mile vs 7.45 in Canada, Australia probably
         feels roomier.
8        Denmark. Greenland is a Danish possession.




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
William Chaffey, Associate Editor
Contributors: Robin Ewing, Heather Hardinge, Wendy Ortega, Christina Frances, 
              Tom Hewitt.

(Page 4)
                              SHAREHOLDER REPORT
               
FUND FOCUS
U.S. GLOBAL RESOURCES FUND*

WHAT TYPES OF STOCKS MAKE UP THE U.S. GLOBAL RESOURCES FUND PORTFOLIO?

We invest in companies  involved in the  production  and  transportation  of all
natural  resources,  the  building  blocks of every  economy in the  world.  Our
portfolio is two-thirds energy stocks with the other third split between various
metals and industrial  stocks.  Our  investments run the gamut from oil drilling
stocks to gold mining  companies to railroad  stocks.  Currently  the Fund has a
higher proportion of its assets in the mid-cap and low-cap sector because that's
where we believe the better  values lie.  This is  definitely a global  fund--we
take advantage of opportunities around the world.

                                      (GRAPHICS:  Picture of Earth Exploration)

WHY IS NOW A GOOD TIME TO INVEST IN THE NATURAL RESOURCE SECTOR?

Tremendous  growth in the world economy has created an unprecedented  demand for
natural  resources.  Everybody wants to raise their standard of living, and that
requires the  consumption of natural  resources.  If people want better housing,
they have to have lumber; if they want cars, they need fuel and steel. World oil
consumption,  which  historically  has grown at the rate of about 1.5% per year,
grew at an average of 2.5% per year over the last two years as China,  Southeast
Asia and the former Soviet Union opened up their  economies.  China's imports of
crude oil soared 32% in 1996, so we're seeing a tremendous surge in energy needs
in the developing world. And once someone has a car they won't go back to riding
a bicycle.

(GRAPHICS: Picture of Logs in Water)

WHY SHOULD THE U.S. GLOBAL RESOURCES FUND BE PART OF AN EQUITY PORTFOLIO?

In  two  words:   diversification  and  growth.  Natural  resource  funds  offer
protection  in  an  inflationary  environment.  In  addition,  the  U.S.  Global
Resources  Fund provides a way of increasing  your weighting in a very important
sector of the S&P 500:  energy.  If you only own equity funds,  you're  probably
underexposed to the energy  sector--an  area in which we anticipate  significant
growth.

WHAT IS YOUR INVESTMENT STRATEGY?

We use  the Dow  Jones  World  Industry  Groups  Index  as a  benchmark  for the
construction of our portfolio.  We review the market  capitalization and company
operations  in each  sector.  Then we  decide  if we want to be  underweight  or
overweight in a sector depending on what we see going on in  that industry.   If
one sector appears more attractive than the others, we'll definitely  overweight
that sector. If you look at major international oils, they account for 33-34% of
the total  natural  resource  universe,  whereas oil and gas  service  companies
account for only 2-3%. Our portfolio has the two weightings switched because the

(GRAPHICS: Picture of Oil Wells)

- --------------------------------------------------------------------------------
MEET THE MANAGER:
- --------------------------------------------------------------------------------
(GRAPHICS: Comical Picture of a Man on a Building)
- --------------------------------------------------------------------------------
Ralph Aldis

Ralph  Aldis,  a CFA  with  an MA in  Energy  and  Mineral  Resources  from  the
University  of Texas at Austin and a BS with honors in geology  from  Stephen F.
Austin  State  University,  manages  the Fund.  He has been a manager  with U.S.
Global Investors for five years.

- --------------------------------------------------------------------------------
ON THE WEB
- --------------------------------------------------------------------------------

Visit us on the Web at:             www.us-global.com

Other Financial Websites:
Microsoft Investor                  www.investor.msn. com
The Wall Street Journal             www.wsj.com
Forbes                              www.forbes.com
Barron's                            www.barrons.com
CNNfn                               www.cnnfn.com


(Page 5)
                         SHAREHOLDER REPORT

(GRAPHICS:  Picture of Bulldozers Digging)

sector  that we believe  will  benefit  most from the present  situation  is the
service sector.  The style is  anticipatory;  we're not waiting for something to
happen before we buy. We're looking at the fundamentals, looking at what's going
on, and we're going to be there early.

WHAT IS THE VALUE OF HAVING  RESEARCH  ANALYSTS  IN-HOUSE WITH  EXPERTISE IN THE
AREAS OF MINERALS AND RESOURCE EXTRACTION?

We know the  territory.  We look for  companies  with low debt and strong growth
profiles.  We do  in-house  analysis  and buy some third  party  research.  That
research is unbiased;  there's no corporate  slant, so it's very important.  Our
valuation  models help us see through the smoke and mirrors that the brokers put
up. A lot of people focus on what stocks to buy.  That may be good  information,
but it's only half the picture.  One of the  questions we ask ourselves is which
stocks do we  definitely  not want to own,  and that helps lead us to the stocks
that we do want.

HOW DOES THE U.S. GLOBAL RESOURCES FUND MANAGE RISK?

We manage risk by diversifying  not only by industry  sector,  but by country as
well.  We're invested in 10 industrial  sectors in over 18 countries.  We cannot
have more than 25% of the fund exposed to any single sector of a given industry.
A downturn in any one sector won't significantly impact the fund. And because we
invest in companies with strong growth  profiles,  regardless of what happens to
the commodity prices, we expect the share prices of those companies to generally
go up. If there is inflationary  pressure,  the prices of the commodity that the
company produces goes up in unit price, providing a hedge against inflation.

                                        (GRAPHICS: Picture of a Machinery Plant)
DO YOU LOOK FOR PROVEN EARNINGS?

We look at the strength in the  individual  commodity.  In the natural  resource
world the underlying  commodity drives the performance of stocks.  Oil companies
do well  when the oil  price is  rising  and vice  versa.  On the  London  metal
exchange  inventory  levels for base metals are posted  every day.  For example,
with zinc the level is down, so you don't have the physical  inventory to supply
the market.  So we're  overweighted  in zinc producers at the moment because the
fundamentals are very good.

WHY HAS THE FUND'S PERFORMANCE IMPROVED SO DRAMATICALLY IN THE LAST TWO YEARS?

(GRAPHICS: Picture of a Man and Heated Metal)

We've been very active in the  management of this fund.  We're very well staffed
and have the resources and the expertise.  I think a major factor is experience.
We're focused to spot trends and act quickly to capitalize on those trends.  You
have to look at the  fundamentals.  Global  growth is spurring an  unprecedented
demand for natural resources.  Our team has the experience to capitalize on that
demand.

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
1 Year            5 Year            10 Year
43.64%            15.03%            2.43%

From 9/30/94 to 9/30/97
Inception:                      Aug. 30, 1984
Initial Share price:                       $1
Share Price as of 9/30/97:              $9.13
Minimum Investment:                    $5,000
Total Assets                      $43 Million
- --------------------------------------------------------------------------------
FUND PERFORMANCE
- --------------------------------------------------------------------------------

(CHART)

September 30th 94 To September 30th 97, NAV - NAV, Total Return, Based In U S 
Dollar, Calculation LumpSum(10000)

[Linear graph plotted from data in table below]

             US Global Resources Fund
           9/30/94   $10,000.00
          10/31/94    $9,842.02
          11/4/94     $9,731.44
          11/11/94    $9,620.85           micropal/chart/3yr/lumpsum/10000
          11/18/94    $9,462.87
          11/25/94    $9,257.50
          11/30/94    $9,273.30
          12/2/94     $9,210.11
          12/9/94     $9,146.92
          12/16/94    $9,210.11
          12/23/94    $9,146.92
          12/30/94    $9,273.30
           1/6/95     $9,073.16
           1/13/95    $9,173.23
           1/20/95    $9,189.91
           1/27/95    $9,006.44
           1/31/95    $8,789.62
           2/3/95     $8,973.09
           2/10/95    $8,973.09
           2/17/95    $8,939.73
           2/24/95    $8,939.73
           2/28/95    $8,889.69
           3/3/95     $8,756.27
           3/10/95    $8,606.16
           3/17/95    $8,923.05
           3/24/95    $8,973.09
           3/31/95    $9,139.87
           4/7/95     $9,239.94
           4/14/95    $9,239.94
           4/21/95    $9,356.70
           4/28/95    $9,390.05
           5/5/95     $9,490.12
           5/12/95    $9,490.12
           5/19/95    $9,473.44
           5/26/95    $9,556.84
           5/31/95    $9,506.80
           6/2/95     $9,490.12
           6/9/95     $9,590.20
           6/16/95    $9,573.52
           6/23/95    $9,606.87
           6/30/95    $9,606.87
           7/7/95     $9,940.45
           7/14/95   $10,040.52
           7/21/95    $9,873.73
           7/28/95    $9,890.41
           7/31/95    $9,873.73
           8/4/95     $9,990.48
           8/11/95    $9,807.02
           8/18/95   $10,007.16
           8/25/95   $10,040.52
           8/31/95   $10,023.84
           9/1/95    $10,007.16
           9/8/95    $10,107.23
           9/15/95   $10,090.55
           9/22/95   $10,040.52
           9/29/95    $9,990.48
          10/6/95     $9,773.66
          10/13/95    $9,823.70
          10/20/95    $9,756.98
          10/27/95    $9,540.16
          10/31/95    $9,540.16
          11/3/95     $9,623.55
          11/10/95    $9,673.59
          11/17/95    $9,573.52
          11/24/95    $9,640.23
          11/30/95    $9,640.23
          12/1/95     $9,690.27
          12/8/95     $9,890.41
          12/15/95    $9,907.09
          12/22/95    $9,990.48
          12/29/95   $10,107.23
           1/5/96    $10,293.15
           1/12/96   $10,157.94
           1/19/96   $10,141.04
           1/26/96   $10,259.35
           1/31/96   $10,479.07
           2/2/96    $10,681.89
           2/9/96    $10,648.09
           2/16/96   $10,715.69
           2/23/96   $10,732.60
           2/29/96   $10,597.38
           3/1/96    $10,614.28
           3/8/96    $10,462.17
           3/15/96   $10,732.60
           3/22/96   $11,003.02
           3/29/96   $11,188.94
           4/5/96    $11,290.35
           4/12/96   $11,273.45
           4/19/96   $11,459.37
           4/26/96   $11,814.31
           4/30/96   $11,848.11
           5/3/96    $11,712.90
           5/10/96   $11,763.60
           5/17/96   $11,915.72
           5/24/96   $12,084.73
           5/31/96   $12,034.03
           6/3/96    $11,983.32
           6/4/96    $11,932.62
           6/5/96    $11,915.72
           6/6/96    $11,679.09
           6/7/96    $11,695.99
           6/14/96   $11,611.49
           6/21/96   $11,611.49
           6/28/96   $11,797.40
           7/5/96    $11,763.60
           7/12/96   $11,814.31
           7/19/96   $11,611.49
           7/26/96   $11,307.25
           7/31/96   $11,290.35
           8/2/96    $11,493.17
           8/9/96    $11,476.27
           8/16/96   $11,611.49
           8/23/96   $11,881.91
           8/30/96   $11,695.99
           9/6/96    $11,780.50
           9/13/96   $12,118.54
           9/20/96   $11,966.42
           9/27/96   $12,084.73
           9/30/96   $12,169.24
          10/4/96    $12,473.47
          10/11/96   $12,507.28
          10/18/96   $12,811.51
          10/25/96   $12,727.00
          10/31/96   $12,743.90
          11/1/96    $12,743.90
          11/8/96    $12,794.61
          11/15/96   $13,132.64
          11/22/96   $13,487.58
          11/29/96   $13,419.97
          12/6/96    $13,132.64
          12/13/96   $12,828.41
          12/20/96   $13,436.87
          12/27/96   $13,538.28
          12/31/96   $13,555.18
           1/3/97    $13,497.75
           1/10/97   $14,148.70
           1/17/97   $14,397.60
           1/24/97   $13,880.66
           1/31/97   $14,052.97
           2/7/97    $13,957.24
           2/14/97   $13,765.79
           2/21/97   $13,631.77
           2/28/97   $13,287.14
           3/7/97    $13,765.79
           3/14/97   $13,727.50
           3/21/97   $13,593.48
           3/28/97   $13,382.87
           3/31/97   $13,191.41
           4/4/97    $12,827.65
           4/11/97   $12,636.19
           4/18/97   $12,770.21
           4/25/97   $12,846.79
           4/30/97   $12,846.79
           5/2/97    $12,923.37
           5/9/97    $13,325.44
           5/16/97   $13,765.79
           5/23/97   $14,052.97
           5/30/97   $14,072.12
           6/6/97    $14,206.14
           6/13/97   $13,899.81
           6/20/97   $13,708.35
           6/27/97   $13,842.37
           6/30/97   $14,052.97
           7/4/97    $14,340.16
           7/11/97   $14,110.41
           7/18/97   $14,416.74
           7/25/97   $14,493.33
           7/31/97   $15,220.86
           8/1/97    $15,201.72
           8/8/97    $15,259.15
           8/15/97   $15,144.28
           8/22/97   $15,412.32
           8/29/97   $16,063.28
           9/5/97    $16,350.46
           9/12/97   $16,886.54
           9/19/97   $17,173.73
           9/26/97   $17,307.75
           9/30/97   $17,480.06

Fund Holdings

As of 9/30/97

Energy                     69.08%
Metals                     8.35%
Gold                       8.16%
Industrials                5.96%
Chemicals                  5.19%
Cash                       1.58%
Railroads                  1.0%
Forest Products            0.68%

*The abbreviation  "U.S." contained herein stands solely for United Services and
in no way represents or is affiliated  with the United States  Government or its
agencies.  For more complete  information  about U.S. Global  Investors'  funds,
including  charges and expenses,  call 1-800-US-  FUNDS or visit our Web site at
www.usfunds.com  for a free  prospectus.  Read it carefully before you invest or
send money.  It details the  special  risks,  such as  political,  economic  and
business risks, of investing in emerging markets.

(Page 6)
                         SHAREHOLDER REPORT


FUND NOTES

U.S. WORLD GOLD FUND AND U.S. GOLD SHARES FUND

The price of gold per ounce is trading at a near  twelve  year low.  In the past
year,  central  bank gold sales  have  driven the price  down,  and rumors  that
central banks will continue to sell is having a negative impact on the price per
ounce. Heavy selling has occurred from undisclosed  sources whenever gold starts
to rise. The expected  consolidations in the industry have not yet materialized.
Continuing  low  inflation  means that people are taking their money out of gold
and moving into other areas of  investment.  On the plus side,  buying gold fund
shares now is like buying  shares on sale.  Eventually,  we believe the price of
gold will level off and begin to climb back up.

The U.S. World Gold Fund focuses on low cost  producers  with growth  potential,
trading below net asset  value--companies that are still going to make money for
investors  in this bear  gold  market.  If the price of gold goes up,  that's an
added bonus to shareholders. We buy gold stocks of quality companies in order to
protect our investors and maintain a high exposure to the gold market. We do not
bet on the gold price;  we do not change the criteria of the companies we invest
in; we do not gamble with our shareholders' investments.

With the U.S. Gold Shares Fund,  we're  sticking  more with the  blue-chip  gold
companies,  or companies  that produce at least 200,000 ounces of gold per year.
These  companies  will be more  sensitive  to gold  prices.  We are lowering the
percentage  of investment in South  Africa.  The South African  stocks  comprise
about  50% of the  portfolio,  with the  other  50%  made up of value  companies
outside of South Africa.

(GRAPHICS:  A slide of pictures of miscellaneous places)

U.S. GLOBAL RESOURCES FUND

Recent royalty reductions for deepwater tracts in the Gulf of Mexico generated a
positive  shock wave  throughout  the oil and gas  industry,  spurring  dramatic
increase in the fund's NAV during the  quarter.  Late August saw a record  1,224
bids on 804 leases off the Texas and western  Louisiana  coast,  bringing  great
benefit to the oil and gas service sector, where the fund is heavily weighted.

Due to the fact that there is more  deepwater  acreage  on license  than rigs to
drill it, and because oil companies  which have  purchased  tracts must drill or
lose their lease,  the oil service  sector has pricing  power.  They have raised
their prices. In some cases,  revenues and stock prices in this sector have gone
up 200-300% in the past year.  Even if oil prices drop,  drilling and  exploring
will continue, which is good news for the Fund.

- --------------------------------------------------------------------------------
GLOBAL INVESTMENT OPPORTUNITIES
- --------------------------------------------------------------------------------
(GRAPHICS:  Comical picture of a man on the world)

Several  of our fund  managers  spanned  the  globe  this  quarter  seeking  out
investment  opportunities for our  shareholders.  Bin Shi, manager for the China
Region  Opportunity  Fund,  traveled to his native  China to check  holdings and
explore  investment  possibilities in emerging  markets there.  Michael Chapman,
portfolio  manager for U.S.  World Gold and U.S. Gold Shares Funds,  traveled to
Australia to check on operations  at 12 gold mines owned by the Fund,  from Port
Hedland to Kalgoorlie.  President and CEO Frank Holmes sought a first-hand  look
of the emerging Eastern European markets.  He traveled to Hungary and Romania to
speak with business and civic leaders there.

(page 7)
                         SHAREHOLDER REPORT


In addition,  demand for natural  resources  continues to accelerate.  World oil
consumption  has grown at about  2.5% per year over the last two  years.  China,
Southeast Asia, and the former Soviet Union continue to open up their economies,
spurring the demand for natural resources.

BONNEL GROWTH FUND

Three years after its inception, the basic core of the Bonnel Growth Fund-
- -technology,  health care, and retailing--remains  consistent.  Technology keeps
costs down by making industry  faster and more efficient.  Health care continues
to advance  rapidly--hardly a day goes by without a medical  breakthrough in the
news. We look for companies that can capitalize on these advancements. Retailing
remains an attractive  industry  thanks in part to the Generation  Xers who have
quarterly  buying patterns based on maintaining  the latest fashion trend.  This
fashion consciousness is translating into big dollar signs throughout the retail
industry.  We're still positive on the economy and foresee no major increases in
interest rates. Don't be surprised by minor  corrections--look to them as buying
opportunities.

(GRAPHICS:  A slide of pictures of miscellaneous places)

U.S. REAL ESTATE FUND

After  beating the S&P 500 and Russell 2000  Indices  three out of the last four
years,  the real  estate  universe  was due for a pause in the first half of the
year. Nonetheless, Real Estate Investment Trusts (REITs) currently comprise 7.2%
of the Russell 2000 Index, and evidence  suggests a healthy second half for this
year. We expect this sector to out-perform the S&P 500 over the coming year. The
office sector of the REIT universe has been the strongest performing sector this
quarter.  Full service hotel REITS have also done very well. Market participants
no longer  believe that interest  rates are likely to rise as soon or as high as
previously expected and inflation expectations remain extremely low.

U.S. ALL AMERICAN EQUITY FUND

With the U.S. All American  Equity  Fund's  stated  objective of  attempting  to
outperform the S&P 500, we continue to seek companies that are  undervalued  and
add  them to the  portfolio.  The  sectors  that  have  recently  attracted  our
attention  as being  under  valued  include  financial  stocks  and real  estate
investment trusts, or REITs.  Cellular and wireless services have both completed
a tremendous  growth phase and are now more  reasonably  priced.  Interest rates
should remain low in the foresee-able future prompting our increased exposure to
insurance and financial stocks.  Regardless,  investors should focus on the long
term. 

- --------------------------------------------------------------------------------
QUOTRON SYMBOLS
- --------------------------------------------------------------------------------

Check the performance of your funds using these Quotron Symbols:

U. S. Gold Shares Fund                                        USERX
U. S. All American Equity Fund                                GBTFX
U. S. Global Resources Fund                                   PSPFX
U. S. Tax Free Fund                                           USUTX
U. S. Income Fund                                             USINX
U. S. World Gold Fund                                         UNWPX
U. S. Real Estate Fund                                        UNREX
Bonnel Growth Fund                                            ACBGX
China Region Opportunity Fund                                 USCOX
Regent Eastern European Fund                                  EUROX
U.S.Treasury Securities Cash Fund                             USTXX
U.S. Govt. Securities Savings Fund                            USGXX
Adrian Day Global Opportunity Fund*
United Services Near-Term Tax Free Fund*

* Will be assigned a Quotron  Symbol  when  assets  have  reached $10 million or
more.

(Page 8)
                              SHAREHOLDER REPORT


CHINA REGION OPPORTUNITY FUND

The China Region Opportunity Fund witnessed a large correction this quarter, due
in part to abundant profit taking by retail investors in Chinese stocks.  Retail
investors,  with shorter time horizons than institutional  investors,  are price
sensitive  rather  than  fundamental  sensitive.  However,  with the 15th  Party
Congress concluded, the fourth quarter should benefit greatly from the resulting
ideological  "stamp of approval" for  privatization of state-owned  enterprises.
The fundamentals for China have never looked better.

Asian markets are under extreme  pressure as liquidity  leaves the region due to
currency  concerns.  The weakness in Hong Kong stocks had a spillover  effect on
Chinese  stocks,  though  we  expect  that  the  Chinese  market  will  begin to
differentiate  itself from the Southeast  Asian markets and ultimately  function
independently.  We have maintained the China Region  Opportunity Fund's position
with blue-chip  stocks,  and have begun increasing our investments in medium and
small capitalized companies which we believe to be undervalued.

The market will be under  pressure in the short term,  but the big picture  with
China is still  positive.  With  privatization  officially  moving  forward,  we
continue to focus on China and its prospects for immense growth.

ADRIAN DAY GLOBAL OPPORTUNITY FUND

The Fund  continues its focus on the resource  area  including  metals,  rubber,
paper,  and chemical  companies;  and services  including  telephone and banking
concerns.  Geographically, we are a little heavy in our weighting in Britain and
small  Asian  markets.  North  America,  Japan  and the major  European  markets
excluding Britain are areas we may be looking to increase our investment.

(GRAPHICS:  A slide of pictures of miscellaneous places)

"Now,"  according to fund manager  Adrian Day, "is a great time to invest in the
Fund  because  we are  poised  to buy  solid  companies  at lower  prices.  I am
expecting a correction in the U. S. market in the not too distant  future.  When
the U. S.  correction  occurs,  major global  markets will correct for the short
term. We will be poised with cash. When that moment arrives, we will be prepared
to invest in good companies and solid markets at discounted prices."

FIXED INCOME FUNDS: U.S. GOVERNMENT  SECURITIES SAVINGS FUND, U.S TAX FREE FUND,
UNITED SERVICES NEAR-TERM TAX FREE FUND, AND U.S TREASURY SECURITIES CASH FUND.

The  employment  report for  August  showed the  unemployment  rate  essentially
unchanged.  The economy is growing and  inflation  is low.  Conventional  wisdom
suggests that growth cannot occur without some  inflation.  However,  remarkable
gains in productivity  due to advances in technology and demand for lower prices
by discriminating consumers may result in disinflation.  

- --------------------------------------------------------------------------------
FREE Checkwriting
- --------------------------------------------------------------------------------
The U.S.  Public  Interest  Research  Group  issued a report on service  fees at
financial institutions. Here are some of the results:

Types of fees (annually)

LARGE BANKS
Regular Checking: $218.27
Interest-Bearing Checking: $230.87

SMALL BANKS
Regular Checking: $190.33
Interest-Bearing Checking: $203.17

(GRAPHIC: Picture of a person signing a check)

For free unlimited  checkwriting and a competitive  yield, try our U.S. Treasury
Securities  Cash Fund--the  virtual  banking fund. The Fund is not a bank and is
not backed by the FDIC or  guaranteed  by the United  States  Government  or its
agencies,  although the securities  the fund invests in are.  Maintain a minimum
balance of $1000 and you will never be charged a monthly fee.

Have you moved? Contact an Investor Representative to update your address.

(Page 9)
                         SHAREHOLDER REPORT

With  sharp  movements  up and down in the stock  market,  you don't want to get
caught in a monetary  hard spot at the wrong time.  A forced sale of your stocks
may cause you to experience unwanted losses or force you to sell out just as the
market starts  rising and miss out on profits.  Keeping a portion of your assets
in our fixed  income  funds  allows you to maintain  liquidity  for  emergencies
without having to dip into your other investments.  As we approach year end, now
is a good time to start  planning for income  taxes.  If you find  yourself in a
high tax bracket, consider investing in one of our tax-free funds to realize the
benefits of tax-free dividends.

U.S. INCOME FUND

Utility  funds have  lagged the market this year and there is good value in this
sector. In addition,  the street has been talking about the possibility that the
Fed may cut interest  rates at the FOMC  meeting in November.  This would give a
strong  lift to the  utility  sector.  In the  near  term,  we  have  attractive
dividends with the potential for some capital  appreciation.  We have positioned
the portfolio to do very well in the face of the regulatory uncertainties facing
this sector. Perhaps most importantly, we have been successful at finding stocks
that offer good value and that have appreciated over the course of the year.

(GRAPHICS:  A slide of pictures of miscellaneous places)

REGENT EASTERN EUROPEAN FUND

Investments focus on the "blue chips" in Russia,  Hungary,  Poland,  Ukraine and
the Czech  Republic.  According to fund manager Dominic  Bokor-Ingram,  "Eastern
European markets have turned in such strong performances because they are not at
the developed level of Western markets--so they are poised for rapid growth. One
can compare these markets to those of America's  Frontier  West,  but growing at
100 times the speed."  Recognizing  this trend, the Regent Pacific Group started
investing in Eastern Europe at the very beginning of the privatization auctions,
making them pioneers in those emerging  markets.The  Regent Pacific Group is the
largest  portfolio  investor in Russia,  with  assets  there  totalling  over $1
billion.

Russian  securities  continue  to  trade  at a  fraction  of the  Western  asset
valuation standards.  Meanwhile,  both Poland and Hungary continue to experience
economic  growth and political  stability as they develop their  economies.  The
Ukraine,  Romania and Croatia are experiencing  explosive  growth.  Focus should
remain on the long term. Ultimately,  Westernization may lead to these countries
becoming  members  of the now G8. If and when that  happens,  substantial  gains
stand to be made in these equities.

- --------------------------------------------------------------------------------
Top Performers(1): Average annual total returns as of third quarter 
                   ending 9/30/97
                                        1 Year        5 Year           10 Year
    U.S. Global Resources Fund          +43.64%       +15.03%          +2.43%
    U.S. All American Equity Fund       +36.82%       +17.32%          +8.34%
    China Region Opportunity Fund       +38.68%           -                -
    Bonnel Growth Fund                  +28.67%           -                -
    Regent Eastern European Fund        +24.80%           -                -

- --------------------------------------------------------------------------------
DIVIDEND SCHEDULE
- --------------------------------------------------------------------------------
Annual
o         U.S. Global Resources Fund
o         U.S. World Gold Fund
o         Bonnel Growth Fund
o         Adrian Day Global Opportunity Fund
o         Regent Eastern European Fund

Semi-Annual
o         U.S. Gold Shares Fund
o         U.S. Real Estate Fund

Quarterly
o         U.S. All American Equity Fund
o         China Region Opportunity Fund*
o         U.S. Income Fund

Monthly
o         U.S. Tax Free Fund
o         United Services Near-Term Tax Free Fund

Daily
o         U.S. Treasury Securities Cash Fund
o         U.S. Government Securities Savings Fund

* Has not paid a dividend this year.

- --------------------------------------------------------------------------------
Reminders:
- --------------------------------------------------------------------------------

2:00 PM Central Time:
         U.S. Gold Shares Fund trading closes
3:00 PM Central Time:
         Trading for all other funds closes.

Between  7:30 AM -1:00 PM Central Time and 3:00-700 PM Central Time are the best
times to reach an Investor Representative.

(1)Past performance is no guarantee of future results.  Investment principle and
returns will fluctuate.

(page 10)
                         SHAREHOLDER REPORT


NEWS & NOTES FROM SHAREHOLDER SERVICES

Information you should have when you call in:
         1        You must be an account owner or an authorized individual on 
                  the account.*
         2        The account number or numbers.
         3        The social security or tax identification number on the 
                  account.**
         4        Password. This applies only if you have established a
                  password.***

         (GRAPHICS:  Comical picture of two persons using a computer)

                  *For joint accounts the social security number will belong to
                  whoever is listed first on the account.
                  **For UGMA/UTMA accounts the social security number will be
                  the minor's.
                  ***We will not release account information without
                  verification of this item.

HOW CAN I LOCK IN TONIGHT'S CLOSING PRICE?

You can secure tonight's  closing price for a set number of shares or a specific
dollar  amount  up to 10 times the value of your  account  in an equity  fund by
placing  a  telephone  purchase  before  the close of  trading.  You then have 7
business days to get the investment check to us. Telephone  purchases  alleviate
the  guess-work  and worry  involved  in simply  mailing in a deposit  check and
wondering  where  the  market  will be when it  arrives.  To  place a  telephone
purchase for tonight's  closing price, you must currently have an active account
with us, and you must call in before trading for the funds closes.

WHEN WILL I RECEIVE AN ACCOUNT STATEMENT?

Statements will be sent to acknowledge a deposit, an exchange, a redemption,  or
the payment of dividends.  (See the Dividend  Schedule  chart on page 3 to learn
when your fund is scheduled to pay dividends.)

DO I HAVE TO CALL A REPRESENTATIVE TO GET MY ACCOUNT BALANCE?

You have two ways of obtaining your current account information:
         1        Automated Account Access - Option #2 from the main menu
                  provides 24-hour access to your account information.  All 13
                  digits of the account number must be entered (the number 
                  listed on your account statements), followed by your account's
                  Personal Identification Number (PIN Number).  Keep in mind
                  that the automated system updates only once a day @ 9 PM CST.
         2        Investor Representative - Option #5 from the main menu.
                  Representatives are available from 7:30 AM -7 PM CST.  Make
                  sure you have all necessary information to receive account
                  information.  Investor Representatives will be happy to give
                  you account information, and they can tell you if there are
                  any pending transactions on your account.

WHAT IS MY PIN NUMBER?

An Investor Representative (1-800-873-8637 option #5) will explain how to access
your account.

- --------------------------------------------------------------------------------
MARK YOUR CALENDAR
- --------------------------------------------------------------------------------
Western Investment in Mining Conference

(GRAPHICS:  Picture of two Calendars)

San Francisco Marriott
San Francisco, CA
November 30 - December 1.
Reserve your complimentary
tickets today. Call 1-800-873-8637.

- --------------------------------------------------------------------------------
Coming Soon
- --------------------------------------------------------------------------------

ATM cards for the U.S. Treasury Securities Cash Fund will be available soon.

(GRAPHICS: Picture of a card going in a ATM machine)

For more complete  information  about U.S. Global  Investors'  funds,  including
charges  and   expenses,   call   1-800-US-FUNDS   or  visit  our  Web  site  at
www.usfunds.com  for a free  prospectus.  Read it carefully before you invest or
send money.  It details the  special  risks,  such as  political,  economic  and
business risks, of investing in emerging markets.

(page 11)                
                         SHAREHOLDER REPORT

YOUR RETIREMENT:
The Roth IRA

On August 5, 1997, President Clinton signed the Taxpayer Relief Act of 1997. Are
you aware of the new laws that will  affect you as a  taxpayer?  Even with a $95
billion  tax cut,  all the fine print  makes it hard to discern  exactly how the
savings can lower your taxes, especially when it comes to something as important
as saving for retirement.  Below are some of the new rules, how they can benefit
you and what you can do to take full advantage of the positive  changes Congress
has provided for retirement savings.

NEW IRA INFORMATION
Is your IRA deduction worth more to you now or later?
         1        Do you expect your tax bracket to stay the same or even rise
                  once you reach retirement?
         2        Do you expect to have earned income past age 70 1/2?
         3        Do you want to delay mandatory distribution past age 70 1/2?
         4        Does the amount of your annual income limit you to the amount
                  of deductible contributions you can make to a regular IRA?
         5        Are you looking for ways in your estate planning to ease the
                  tax burden for your beneficiaries?

If you  answered  yes to any of the above  questions,  you may want to  consider
opening a Roth IRA. This type of new IRA (which will become available January 1,
1998) allows you to make  non-deductible  contributions  which are tax free when
withdrawn. Although you forfeit deductibility when you contribute, you don't pay
taxes  on  any of  your  earnings.  A Roth  IRA  is  especially  beneficial  for
individuals  with large savings that may leave them in the same or even a higher
tax bracket after  retirement.  A Roth IRA is also  advantageous for individuals
who  will  continue  to work  after  age 70 1/2 and  would  like  to  delay  IRA
distribution,  and those who are looking for estate planning  benefits for their
beneficiaries  (since  distributions  will  pass to your  beneficiaries  free of
income tax).

ELIGIBILITY:  Your  adjusted  gross  income must be below  $95,000 (or  $150,000
jointly) in order to contribute to a Roth IRA.

AGE  REQUIREMENTS:  You may continue to contribute to your Roth IRA after you've
reached age 70 1/2. And there is no mandatory distribution age.

CONTRIBUTION  RESTRICTIONS:  You may  contribute the lesser of $2,000 or 100% of
earned  income per year (just like a regular IRA).  However,  this is a combined
limitation with regular IRAs.

DISTRIBUTIONS:  Distributions  are tax  free  and  penalty  free  for any of the
following six reasons:
         1        You have reached age 59 1/2 AND you have held your Roth IRA
                  for at least 5 years
         2        To purchase your first home (Up to $10,000)
         3        Higher education expenses
         4        Death or disability
         5        Medical expenses in excess of 7.5% of your annual income
         6        To pay health insurance premiums if you have received 12
                  consecutive weeks of unemployment compensation

- --------------------------------------------------------------------------------
GOOD TAX NEWS:
- --------------------------------------------------------------------------------

Detailed information and applications for the Roth IRA are in production. If you
would  like to receive  further  information  as soon as it  becomes  available,
please call 1-800-US-FUNDS.

(GRAPHICS: Picture of Uncle Sam with words I Want You under it)

The Act has de-linked your eligibility to make deductible  contributions to your
IRA. Effective January 1,1998, if you are not covered by a qualified  retirement
plan at work, you can make 100% deductible contributions, even if your spouse is
covered at work, as long as your joint income does not exceed $150,000.

AVOID THE FEE:

Each IRA  account is charged a $10 annual  custodial  maintenance  fee.  You may
elect to pay this fee by check prior to the the last  business  day of the year.
If the fee is not paid, it will be deducted from your IRA.  Avoid the fee with a
Free Lifetime IRA: Transfer $10,000 or more to a U.S. Global IRA and we'll waive
the  custodial  fee for the life of your  account  with  us.  If you make an IRA
contribution of $2,000, we will waive your custodial fee for the year.

(Page 12)

                              SHAREHOLDER REPORT

EXPERT INSIGHTS

Why You Can't Trust Wall Street's Ratings

A few years ago, I was interviewed by Consumer Reports over lunch. The bill came
to $15 plus tax and I naturally  offered to pick up the tab. But the interviewer
raised her hand in protest and insisted on paying her share. No free lunches; no
conflicts of interest.

Unfortunately, Wall Street does not operate by the same rules. For example, S&P,
Moody's,  AM Best and others rate  thousands of insurance  companies,  accepting
huge payments from them for each rating.  Worse,  if a company  doesn't like its
rating,  most Wall Street rating agencies will agree to cease publication of the
rating.

This is a blatant conflict of interest that can be devastating to investors.  In
the early 1990s, the savings of over six million Americans were frozen in failed
insurance  companies  that had been  rated  "excellent"  or  "superior"  by Wall
Street.

The public outcry was so great,  Congress asked its nonpartisan watchdog agency,
the US General Accounting Office (GAO), to conduct a detailed investigation. The
GAO's conclusion:  Every one of the Wall Street agencies  consistently failed to
warn of trouble  until after the  failures  occurred.  In one case the GAO found
that S&P didn't issue a warning until one year after.  In another,  S&P withdrew
the rating at the  company's  request  prior to the failure and never issued the
warning.  Many of Best's companies with "unpublished"  ratings also failed.(*see
sidebar)

If you think financial failures are a thing of the past, look again. Despite low
inflation and a strong economy,  major failures are taking place right now in an
industry that few investors  pay attention to:  property and casualty  insurers.
And  in  the  months  ahead,  many  large  health  companies  that  have  jumped
willy-nilly into the business of managed care are going to announce huge revenue
declines or outright losses, with some failures  inevitable.  And if you believe
you're immune from Wall Street's ratings game,  consider this: Similar conflicts
of  interest  can  affect  municipal  bonds,  corporate  bonds and money  market
instruments  -- rated by the very  same  companies  that the GAO  found to be so
inaccurate.

Wall Street's  so-called "stock ratings" are equally suspect.  Indeed,  the very
same Wall  Street  firms that earn big fees for  underwriting  new bond or stock
issues also control most of the stock ratings.  At Morgan Stanley,  for example,
when an  individual  analyst  dares to issue a  negative  report on a  corporate
customer,  he or she risks getting fired,  according to the Wall Street Journal.
Dozens of other major Wall Street firms operate in exactly the same way.

There are some  exceptions,  but they prove the rule. For example,  when Merrill
Lynch issued a negative report on Conseco a couple of years ago,  Conseco fumed.
But in this case,  Merrill  Lynch stood by its analyst.  Result:  Conseco  fired
Merrill  Lynch as its lead  underwriter  and switched the business to none other
than Morgan Stanley.

So the next time you see a stock rated "buy,"  "long-term buy," "accumulate buy"
or any other of the sugar-coated  designations now common on Wall Street, you'll
know why they never say "sell." Buyer beware!  Stick only with  investments that
are recommended or managed by advisers who are truly independent.

- --------------------------------------------------------------------------------
GUEST COLUMN
- --------------------------------------------------------------------------------

(GRAPHICS: Picture of Dr. Martin Weiss)

by Dr. Martin Weiss

Dr. Martin Weiss holds a Ph.D. from Columbia University and is Chairman of Weiss
Ratings,  Inc. in Palm Beach  Gardens,  Florida -- the only  rating  agency that
accepts  no  compensation  from the  companies  it  rates  and the only one that
consistently  warned  investors  of trouble  ahead of time,  according to the US
General Accounting Office.

* The GAO report,  Insurance  Ratings:  Comparison of Private Agency Ratings for
Life/Health  Insurers,  document  #B258206,  is available from the U.S.  General
Accounting Office, P.O. Box 6015, Gaithersburg,  Maryland 20884-6015.  The first
copy is free; additional copies are $2.00 each. Weiss' update of the GAO report,
Performance  Review of  Insurance  Rating  Agencies,  is  available  from  Weiss
Ratings, Inc., 4176 Burns Road, Palm Beach Gardens, Florida 33410.



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