US GLOBAL INVESTORS FUNDS
497, 1998-07-30
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SHAREHOLDER REPORT                                     [Graphics:  USGI Logo]
Published for the fund shareholders of U.S. Global Investors    2nd Quarter 1998

WE CANNOT 
CONTROL THE 
DIRECTION OF 
THE WIND...

                                                               Asset Allocation:
                                                           Balancing a Portfolio
[Graphics:  Background picture of sailboats]         with U.S. Global Investors'
                                                                 Family of Funds

                                                                   Fund Feature:
                                                                 U.S. Government
                                                         Securities Savings Fund





FREE IRA!                                                        Expert Insight:
find out how on page 7                                       Art Bonnel on stock
                                                              picking strategies


- --cover page--


<PAGE>

                               SHAREHOLDER REPORT

TABLE OF CONTENTS

Message from
the President              p.2

Fund Focus:
U.S. Government 
Security Savings           p.4

Fund Notes                 p.6

Shareholder
Services                   p.10

Expert Insight:
Art Bonnel                 p.12


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

William Chaffey, Editor
Mark Talbot-Kelly, Creative Director
Contributors: Robin Ewing, Christina 
Frances, Lisa Minkley

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

But We Can Control                                   
    The Direction of                                              
        the Sailboat...

Dear Shareholder,
        Similarly, we cannot control the stock market, but we can control how we
navigate through it.Asset allocation is an integral component to any "seaworthy"
investment strategy. 

        Mark Twain once wrote, "Put all your eggs in one basket and --WATCH THAT
BASKET!"  Twain was a great humorist, but not much of an investor. Despite great
commercial  success in his  day, failed  business ventures left  Twain virtually
penniless in his old age.  Twain set out on a round-the-world  speaking tour  in
his  late  sixties  just so he  could  pay  his  bills. If only he had practiced
a strategy of asset allocation, he might have been able to retire.

<TABLE>

Indexed Returns
<S>               <C> 
- - S&P 500         120%
- - S&P 400         116%
- - S&P 100         112%
- - Dow Jones 30     96%
- - Russell 2000     61%
</TABLE>

[Graph prepared from data in table below.]
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Jun 95   0.00%    0.00%    0.00%    0.00%   0.00%
Jul 95   0.25%    3.43%    -0.74%   3.34%   5.67%
Aug 95   4.48%    2.54%    3.97%    1.20%   7.64%
Sep 95   4.11%    6.24%    3.93%    5.11%   9.43%
Oct 95   8.68%    6.03%    7.94%    4.38%   4.45%
Nov 95   10.77%   10.49%   9.55%    11.38%  8.80%
Dec 95   14.54%   12.16%   14.05%   12.31%  11.40%
Jan 96   15.60%   16.04%   15.38%   18.42%  11.19%
Feb 96   16.72%   17.52%   16.33%   20.40%  14.56%
Mar 96   18.44%   19.01%   17.88%   22.63%  16.62%
Apr 96   21.49%   21.59%   20.79%   22.23%  22.79%
May 96   21.96%   25.12%   21.07%   23.86%  27.58%
Jun 96   16.57%   25.02%   15.24%   24.11%  22.20%
Jul 96   19.03%   19.21%   17.72%   21.35%  11.41%
Aug 96   25.73%   21.39%   23.72%   23.27%  17.72%
Sep 96   29.19%   28.31%   27.27%   29.11%  22.13%
Oct 96   38.96%   30.71%   37.12%   32.34%  20.08%
Nov 96   36.21%   40.42%   34.62%   43.14%  24.85%
Dec 96   44.72%   37.99%   44.30%   41.53%  27.85%
Jan 97   45.85%   46.61%   43.70%   49.54%  30.26%
Feb 97   39.86%   46.96%   37.84%   50.96%  26.94%
Mar 97   48.21%   41.65%   46.90%   44.50%  20.78%
Apr 97   57.23%   50.41%   54.57%   53.84%  20.93%
May 97   64.27%   59.84%   61.01%   60.91%  34.25%
Jun 97   77.34%   66.84%   73.86%   68.41%  39.75%
Jul 97   67.41%   79.21%   62.47%   80.47%  46.13%
Aug 97   76.58%   69.60%   70.86%   67.30%  49.29%
Sep 97   68.64%   78.02%   63.31%   74.39%  60.00%
Oct 97   77.87%   72.31%   71.68%   63.34%  52.76%
Nov 97   81.72%   80.38%   71.99%   71.71%  51.58%
Dec 97   84.63%   81.80%   75.30%   73.57%  54.08%
Jan 98   96.77%   85.96%   87.69%   73.54%  51.62%
Feb 98   105.45%  98.84%   97.78%   87.57%  62.83%
Mar 98   105.84%  108.55%  100.61%  93.14%  69.47%
Apr 98   106.75%  110.90%  97.83%   98.93%  70.25%
May 98   114.68%  107.46%  107.37%  95.34%  60.99%
Jun 98   120.06%  115.97%  111.60%  96.48%  61.26%

While market averages like the  S&P 500 and  the Dow are up,  the performance of
these weighted indexes is exaggerated by the gains of large-cap stocks.
                                                                Source: Micropal
</TABLE>


         Asset allocation is a time-tested  investment approach that diversifies
a portfolio  across key asset  classes,  such as stocks,  bonds and cash. By not
putting all of your eggs in one basket,  you take advantage of a basic principle
of diversification: Asset classes tend to respond differently to the same market
conditions.  When one asset class is rising,  another  may be falling,  and vice
versa. By combining  asset classes that don't typically move in tandem,  you may
lower the overall  volatility of your portfolio and improve  returns.  Investors
should review their asset  allocation  strategy at least once a year to bring it
in line with  their  current  needs,  and  rebalance  their  portfolio  based on
long-term market developments.

         Historically,  stocks have  provided  the best  opportunity  for growth
because they  represent  ownership in a company.  If the company does well,  the
stock price generally goes up. However, stocks can be more volatile in the short
term.  Bonds offer a steady,  fixed income at  generally  lower rates of return.
Short-term  investments,  like money market  instruments in the U.S.  Government
Securities  Savings  Fund,  provide  instant  liquidity  which  may be needed to
prevent  selling at a loss if the market is down.  Do not  overlook the need for
liquidity when investing.

         Your  asset  allocation  strategy  will  depend on your age,  attitudes
toward risk, and specific financial goals. While emerging markets have retreated
considerably in the past six months, global diversification remains an important
option for investors  looking to reduce 


- --2--

<PAGE>

                               SHAREHOLDER REPORT

overall  volatility in their portfolio: the correlation between the Standard and
Poor's 500 stock index and most foreign market indices remains low.

         The U.S. stock market has been on an astounding bull run. The Dow Jones
Industrial  average reached a record close of 9211 on May 13th before retreating
in the wake of projected  earnings  slowdowns  due to declining  demand in Asia.
While the record numbers are certainly  cause for celebration  among  investors,
they obscure some interesting statistics. Since January 1, the S&P 500 index has
risen 16.8%. If we look at only the large-cap issues, as measured by the S&P 100
index,  we see that the numbers are even better,  with a 20.57% return since the
beginning  of the year.  Small and  mid-cap  issues,  as measured by the S&P 400
index, have seen  comparatively  modest returns of 8.62% in the same period. And
small-cap  stocks,  as measured by the Russell 2000 index,  have  returned  only
5.27%.  According to a recent study by Salomon Smith Barney,  the average NASDAQ
stock has fallen 30%. Further,  more than 10% of the stocks in the S&P 500 index
are down 30% or more, and more than half have fallen at least 10%. Yet the index
is up! Clearly large-cap gains have distorted the overall picture.


         The bottom line is, be diversified and use the ABC Investment Plan(R)to
buy those funds which have declined, and take profits in those sectors which may
be overvalued. 

         American  blue  chips remain  popular  with  investors in  the wake  of
emerging market  uncertainties,  mainly a  result of investors' fears over Asia.
This is a great  reason to be  diversified  among  funds  like the All  American
and China  Region Opportunity Fund.

[Graphics:  Picture of Frank E. Holmes, Chairman & CEO of US Global Investors]

         Last month I attended the annual  Financial  Times Gold  Conference  in
Barcelona,  Spain, to meet with industry  experts.  Gold remains below $300, but
events  suggest we have made the bottom and may be headed for a turnaround.  The
ten-for-one  reverse stock split in Gold Shares took place on 7/1/98. This split
should allow the Fund to more accurately reflect daily movements in gold prices.
Gil Atzmon  rejoined U.S.  Global  Investors and assumed  leadership of the team
which manages the World Gold and Gold Shares Funds. He has extensive  experience
in the financing of junior mining  companies  and mining  projects,  and will be
instrumental in successfully  navigating this changing gold market.  Look to the
Gold Shares Fund Note for more details.

         I expect emerging  markets will recover in the long  term.   Valuations
are unusually low and now may be a good time to add to your holdings in emerging
markets. Remember to diversify your portfolio. At U.S.Global Investors we stress
the need to allocate your money wisely.  Look to us for asset diversification in
global markets, sector funds, tax-free bonds, American blue chips, growth stocks
and money market instruments.  And use our innovative ABC  Investment Plan(R) to
add to your portfolio over time.

         Remember, each of the  U.S. Global Family  of funds  described in  this
shareholder report has its own unique personality. And each should be considered
when building your portfolio.If you have any questions or need more information,
don't hesitate to call us at 1-800-US-FUNDS.

Sincerely,


/s/ Frank Holmes

Frank Holmes

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

FUND UPDATE:

                              [Graphics: 5 Stars]

                                The All American
                                  Equity Fund,
                             featured in our winter
                              shareholder report,
                              received five stars
                              from Morningstar for
                               3-year performance
                                   (6/30/98)

                              [Graphics: 5 Stars]

                             The Near-Term Tax Free
                            Fund received five stars
                          from Morningstar for 5-year
                             performance (6/30/98)

                              [Graphics: 4 Stars]

                               The Tax Free Fund
                            received four stars from
                          Morningstar for 5-year per-
                               formance (6/30/98)
                           For a list of your Fund's
                             top ten holdings, call
                                1-800-US-FUNDS.

         Morningstar  uses a  proprietary  rating  system  to  show  historical,
risk-adjusted  performance.  These ratings may change monthly and are calculated
from the funds' one-, three-, five- and ten-year (when available) average annual
returns  in  excess  of  90-day  Treasury  bill  returns,  with  an  appropriate
adjustment  for fees and expenses and with a risk factor  reflecting  the funds'
performance  below 90-day  T-bill  returns.  The one-year  ranking is calculated
using  the  same  methodology  but is not a  component  o the  overall  ranking.
Morningstar  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 in the bottom 10%. Morningstar awarded the All American
Equity Fund five,  four,  and two stars out of  2454,1462  and 707 funds for the
3-year,  5- year, and 10-year periods ended 6/30/98,  respectively.  Morningstar
awarded  the  Near-Term  Tax Free Fund  four and five  stars out of 1549 and 860
funds for the 3-year and 5-year periods ended 6/30/98, respectively. Morningstar
awarded  the Tax Free Fund four,  four and two stars out of 1549,  860,  and 349
funds for the 3-year, 5-year, and 10-year periods ended 6/30/98, respectively.

         For 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.  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.

         The Advisor for the Tax Free Fund, Near-Term Tax Free Fund, and the All
American Equity Fund guaranteed total fund operating expenses  (as a  percentage
of net assets) will not exceed .70%, .70% and 1.0%, respectively, until 6/30/99.
The Advisor  for the  aforementioned  Funds  subsidized  certain  Fund expenses,
enhancing the yield  (or total return) by  approximately .78%, 1.23%,  and .82%,
respectively.
         
         Regarding the  Tax Free Fund and  Near-Term Tax Free Fund,  some income
may be subject to state, federal or AMT taxes for certain investors.


- --3--

<PAGE>
                               SHAREHOLDER REPORT


[Graphics:  Picture of Creston King]

CRESTON KING, CFA,
manages the fixed-income and money 
market funds at U.S. Global Investors. A 
municipal bond specialist, he worked 
in brokerage, investment banking and 
retail sales before joining the company 
in 1993.

CONSIDER OPENING AN 
EDUCATION IRA FOR THE 
SPECIAL GRANDCHILD IN 
YOUR LIFE. THESE INVEST-
MENTS  MAKE GREAT  
BIRTHDAY  GIFTS THAT 
SHOW YOU REALLY CARE. 
OUR INVESTOR REPRESEN-
TATIVES CAN SHOW YOU 
HOW.

HOW MUCH DO YOU 
PAY FOR CHECKWRITING 
PRIVILEGES?

Average fees paid
on basic checking
account      $19.24
                                   [Graphics:  Picture of burning money]
Checking fees on
U.S. Treasury Securities
Cash Fund        FREE

Source: U.S. Public Interest
Research Group 1997

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

FUND
   FOCUS

U.S. GOVERNMENT SECURITIES SAVINGS FUND

Q: WHY DO YOU RECOMMEND A MONEY MARKET FUND TO INVESTORS?
         Liquidity is an essential component of any investment plan.  Situations
arise where we need to get at our money in a hurry.  If an investor is illiquid,
and has to cash in stocks during a down period to raise money,  they've lost out
on potential returns on those stocks. Also it's a good idea to have some of your
assets in cash and cash equivalents. Money market funds, like the U.S Government
Securities  Savings  Fund,  are  tailor-made  for the cash  and  cash-equivalent
portion  of  your  asset  allocation  plan,  providing   comparative  safety  of
principal, liquidity, and a good rate of return.

TAX-EQUIVALENT YIELDS FOR SELECTED AREAS
The U.S. Government Securities Savings Fund earned: (as of 6/30/98)

<TABLE>

                                      5.35% (Effective)          5.22% (Current)
City/State Highest
Marginal Tax Rate:                    Your state tax equivalent yield would be

<S>                                   <C>                      <C>   
Massachusetts  12.00%                 5.85%                      5.71%
New York - City & State  11.31%       5.82%                      5.68%
California  8.00%                     5.67%                      5.54%
New York State  6.85%                 5.63%                      5.49%

The above tax  rates are applicable only  to the 28% Federal tax bracket.   Your
rate may vary depending on your state laws and personal income levels.  The Fund
is not subject to Florida's intangible personal property tax.   For an exact tax
equivalent yield,  consult  your tax advisor.  Suggested  Portfolio  Allocation:
15-50%

</TABLE>


Q: WHAT ADVANTAGE DOES THE U.S. GOVERNMENT SECURITIES SAVINGS FUND HAVE OVER 
   OTHER MONEY MARKET FUNDS?
         One of the  important  benefits  of  investing  in the  Fund is that we
endeavor  to keep the  income  from the Fund tax  exempt  at the state and local
level. As a result,  our  shareholders in those states with income tax realize a
higher  after-tax  yield  than  that  found in most  other  money  markets.  For
instance,  an  investor  in New York City who is in the 28%  federal  income tax
bracket  would  have to earn 5.82% or better to beat the  current  return on the
U.S. Government Securities Savings Fund (as of 6/30/98)

Q: THE FUND HAS BEEN RANKED IN THE TOP TEN PERFORMING GOVERNMENT MONEY MARKET 
   FUNDS EVERY YEAR FOR THE PAST SEVEN YEARS.
         I am proud to say that the Fund has a history of superior  performance.
Since I have been  managing  the Fund,  strong  performance  has been my primary
goal.  I'm a bit  obsessive  about it--the first thing I check in the morning is
the Fund's  ranking.  I think the main  advantage the Fund has is our ability to
buy money market  instruments at low prices. My background in investment banking
and trading  gives me an edge over most of my  competitors,  in that I never say
yes to the offered price.

Q: WHAT DOES THE FUND INVEST IN?
         The Fund invests in U.S. Treasury securities and agency securities. The
three main agency  securities we buy are issued by the Federal Farm Credit Bank,
the Federal 

- --4--

<PAGE>

                               SHAREHOLDER REPORT

Home Loan Bank  and the  Student Loan  Marketing   Association.   All  of  these
agencies were  created by the  government to  help our nation  financially.  The
securities of these  issuers are tax  exempt at the  state and  local level. The
Federal Home Loan Bank was created in 1932 to supply credit reserves to mortgage
lenders.  The  Federal  Farm  Credi Bank was  created in 1971 to provide  credit
services to farmers. The Student Loan Marketing  Association was created in 1972
to provide loans for higher education. It's amazing to think that a money market
investment  can  result in  benefits  for so many  people  across  the  country.
Investing in the U.S.  Government  Securities Savings Fund buys securities which
helps pay for education,  puts people in houses,  and funds the "bread basket of
America".

Q: COMMENT ON WHERE YOU THINK THIS ECONOMY IS HEADED?
         This year so far has been quite interesting  because the market has had
a hard  time  deciding  which  way  interest  rates  will go next.  In the first
quarter,  people were concerned with an economy that was too strong and expected
an imminent  Federal Reserve Board interest rate increase.  Yet as we finish the
second  quarter,  those  same  people are  speculating  about an  interest  rate
decrease. The real answer is no one is sure. We don't know how much of an impact
Asia will have on our economy,  but for now it has certainly  halted any Federal
Reserve action to raise  short-term  interest rates.  Asia's  recession could be
longer and deeper than most analysts would care to admit. We could be looking at
a two to three year problem. This means that we do have the possibility of lower
rates in the future, although I do not expect to see any changes for the rest of
this year.  Longer  term,  the  economy  will remain on a moderate  growth,  low
inflation  track.  We will see more  mergers and more  layoffs,  but prices will
remain stable.  Stocks will continue to do well but with  increased  volatility,
while bonds should offer good returns from both income and capital appreciation.

Q: EXPLAIN HOW SMALL  BUSINESSES CAN BENEFIT FROM THE U.S.  TREASURY  SECURITIES
CASH FUND.

<TABLE>

U.S. TREASURY
SECURITIES CASH
FUND (AS OF 6/30/98)

<S>                                <C>
7 day effective yield:              4.45%
7 day current yield:                4.35%

</TABLE>


          I think that any investor who  currently has an investment in the U.S.
Government Securities Savings Fund should consider adding an account in the U.S.
Treasury  Securities Cash Fund. The U.S.  Treasury  Securities Cash Fund is also
ideal for small business owners. Most business checking accounts pay very little
or no interest on the balance. Compare that with the yields on the U.S. Treasury
Securities  Cash Fund.  The  Treasury  Cash Fund offers  investors  and business
owners free unlimited  checkwriting,  and a Visa checkcard.  Used together,  the
U.S.  Government  Securities Savings Fund and the U.S. Treasury  Securities Cash
Fund constitute a virtual checking and savings  account.  My wife and I use both
funds in lieu of a commercial  bank.  We put most of our cash in the  Government
Fund and transfer  over funds to cover our  checkwriting  in the  Treasury  Cash
Fund.  We are very  excited  about the addition of the check card because we can
pay for many items without writing checks.

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

Like all mutual funds, shares of the U.S. Government Securities Savings and U.S.
Treasury  Securities  Cash  Funds are not  insured  nor  guaranteed  by the U.S.
Government  or its agencies.  The Funds  endeavor to maintain a stable net asset
value of $1.00 per share,  but there can be no assurance  that they will be able
to do so.  Fund  shares are not  insured by the FDIC.  The  Advisor for the U.S.
Government Securities Savings Fund, guaranteed total fund operating expenses (as
a percentage of net assets) will not exceed .40%, until 6/30/99. The Advisor for
the aforementioned  Funds subsidized certain Fund expenses,  enhancing the yield
(or total return) by approximately .31%.

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

TIPS FOR CALLING AN INVESTOR REPRESENTATIVE:

We understand how frustrating it can  be to have to  hold for an Investor Repre-
sentative.   Market fluctuations  and the new  bank change have  resulted in  an
enormous volume of telephone calls. The following is a list of tips to help make
your hold time minimal:

1.   Take advantage of our automated system.  Did you know you can check account
balances and  recent transactions,  and conduct automated  exchanges  with  your
touch-tone telephone?  Just have your account number and personal identification
number(the last four digits of the social security number on your account)ready.

2.   Avoid peak trading time.  Our heaviest call volume  occurs between  1-2  pm
Central Time,  shortly before the gold market closes.   We have  representatives
available from 7:30am to 7pm,  Monday through  Friday.  Calling before  or after
trading hours may help expedite your call. If you are calling after 7pm, we have
a 24 hour message service.

3.   Have your account  number and social  security number ready  when you call.
This will help us to serve you more quickly.

INVESTMENT IDEA
Did you know you  can reinvest your  dividends in any  U.S. Global Fund?  Ask an
Investor Representative how!


- --5--

<PAGE>
                               SHAREHOLDER REPORT

GLOBAL I.Q. QUIZ

1   In 1626 Dutch  trader Peter Minuit  purchased the island  of Manhattan  from
the local Indians for the  equivalent of $24 in beads  and trinkets.  What would
that $24 be worth today if it had  been invested in a money market with a return
of 5% a year? 

2   What is so important about the federal funds rate?

3   Where does the name of the Japanese currency, "yen" come from, and what does
it mean? 

4   Where does the term "blue chip" stock come from?

5   What is program trading?

6   On a typical day,  a floor trader on  the New York  Stock Exchange  walks or
runs an average of how many miles to place trades?

7   Where did paper money originate?

<TABLE>

THE BEAR MARKET IN COMMODITIES: ONE YEAR DECLINES AS OF 6/30/98.

         <S>               <C>    
         Nickel            -35%
         Copper            -34%
         Zinc              -28%
         Oil               -26%
         Lead              -14%
         Gold              - 7%

The consumer price index remains flat.                         Source: Bloomberg
</TABLE>

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

FUND
   NOTES
       as of 6/30/98

<TABLE>

WORLD GOLD FUND

<S>               <C>    
1 Year            -37.44%
5 Year            -6.21%
10 Year           -2.68%
Inception Date    11/27/85
Suggested
Portfolio Allocation: 5-10%
</TABLE>


<TABLE>

GOLD SHARES FUND

<S>               <C> 
1 Year            -58.71%
5 Year            -29.32%
10 Year           -17.72%
Inception Date    7/1/74
Suggested
Portfolio Allocation: 5-10%
</TABLE>

         Gil Atzmon  recently took over  leadership of the portfolio  team which
manages the World Gold and Gold Shares  Funds.  Mr.  Atzmon  joined U.S.  Global
Investors  after  several  years  as  a  mining  executive,  and  has  extensive
experience in the financing of junior mining companies and mining  projects.  He
holds a Bachelor's Degree in Geology and Geography from Columbia University, and
a Master's  Degree in Energy and Mineral  Resources from the University of Texas
at  Austin.  During  the  quarter,  the  World  Gold  Council  revealed  figures
highlighting the continued strong demand fundamentals of the gold market. At the
21st  Financial  Times Gold  Conference in Barcelona,  investors  upgraded their
assessment  of the gold market from  bearish to neutral.  Gold prices  reached a
five-month high of approximately $312 per ounce in April.  Belgium's sale of 299
tons of gold, announced in March, had the market speculating that perhaps we had
seen the last of Europe's official gold sales. However, the following month gold
trailed down to the $290 level where it has hovered since. The biggest influence
in the gold  market  over the  quarter  was the  negative  sentiment  caused  by
uncertainty  over the  proposed  gold reserve  holdings of the European  Central
Bank.  Estimates for such holdings  ranged from 5-30%. At the end of the quarter
the  announcement  of a 15%  gold  reserve  for  the  Euro  neither  buoyed  nor
disappointed market expectations.

         In the South  African  and  Australian  markets,  major gold  producers
received a windfall in the form of weaker currencies  relative to the dollar. As
their revenues are in dollars and their costs are in local  currency,  operating
margins  have  effectively  increased  for these  firms.  This has  prompted the
restructuring  of hedge  positions which is one of the depressors of the current
gold price (as producers  hedge at higher prices),  effectively  capping gold at
around $295. The devaluation of the rand has thus hurt gold's performance.

         This quarter also saw the consolidation of the major South African gold
producers. Although there are still adjustments to make, this should improve the
transparency of financial reporting for investors.

GLOBAL RESOURCES FUND

1 Year            -29.87%
5 Year            0.90%
10 Year           1.09%
Inception Date    8/3/83
Suggested
Portfolio Allocation: 3-5%

         In April both oil and gold prices seemed to be on the road to recovery.
To shore up oil prices, Saudi Arabia,  Mexico and Venezuela announced production
cuts of up to 1.25  million  barrels a day.  Despite the  positive  start to the
quarter, the natural resources sector again suffered from over-supply due to the
lingering  effects of an unusually warm winter and the declining demand in Asia.
While natural gas prices  remained  strong,  excess  inventories in the U.S. and
weak  Asian  demand  have led most  analysts  to  conclude  that oil  prices may
languish for another six months.  Saudi Arabia,  Venezuela and Mexico  announced
another round of production  cuts in early June,  totaling  450,000  barrels per
day. Oil prices  jumped fifty cents on the barrel but later pulled back. On June
24th OPEC  nations met again to announce  more cuts in  production.  This action
should  have a  positive  effect on prices  though it may take some time to work
through the system.  Commodity prices,  


- --6--

<PAGE>

                               SHAREHOLDER REPORT


including base and precious metals (with the exception of palladium),  retreated
across the board over the quarter.

BONNEL GROWTH FUND

1 Year            22.20%
Inception         26.58%
Inception Date    10/17/94
Suggested
Portfolio Allocation:   20-40%

         While U.S. markets have seen significant volatility, the trend has been
upward.  Asia's  economic  problems have and will  continue to affect  corporate
earnings.  The  NASDAQ  composite  corrected  approximately  10%  from  April to
mid-June,  but has  since  risen  to near-  record  highs.  Surprisingly,  while
earnings  have  remained  basically  flat,  stock values have risen.  Sales have
slowed,  but many companies have  increased  cash flow and profit  margins.  The
situation in Asia is positive for U.S.  markets  because the Asian  slowdown has
held down inflationary  pressures in our economy, and brought tremendous inflows
into American stocks.  Large- caps have been the primary  beneficiaries of these
inflows,  although mid- caps have also  benefited.  The U.S. dollar has remained
strong over the  quarter.  The retail  sector has done quite well with  consumer
confidence  high.  Technology  stocks also fared better than  predicted.  Longer
term, the flat or declining  earnings for the first and second  quarters of this
year mean earnings comparisons next year should be positive.  The Fund likes the
brokerage industry as volumes continue to expand.

<TABLE>

REAL ESTATE FUND

<S>               <C>    
1 Year            1.39%
5 Year            8.01%
10 Year           7.63%
Inception Date    7/2/87
Suggested
Portfolio Allocation: 3-5%
</TABLE>

         Goodman  and  Company  took over  management  of the Real  Estate  Fund
effective May 1st. The firm uses a team  approach to manage and develop  assets.
The  management  team has  access to  proprietary  research  and is  skilled  in
identifying  market  opportunities.  The team is led by Ned Goodman, a Chartered
Financial Analyst (CFA),  with more than thirty years of investment  experience.
The North  American  real estate  industry has  recovered  from the  uncertainty
created by the proposed  regulatory changes for the REIT industry  introduced in
the  Clinton  Administration's  budget for fiscal  year 1999.  Rents are higher,
vacancy  rates are lower,  and cash flows are growing.  It appears that the long
real estate cycle has reached its mid point. We expect to see strong managements
get stronger,  while weaker  companies will be acquired.  Security  selection is
more important than ever now. We remain  invested in companies where we perceive
that  management will be able to raise financing to take the company to the next
level.

<TABLE>

TAX FREE FUND

<S>               <C>  
1 Year            7.59%
5 Year            5.77%
10 Year           7.26%
Inception Date    11/1/84
Suggested
Portfolio Allocation: 10-25%
</TABLE>

<TABLE>

NEAR-TERM TAX FREE FUND

<S>               <C>  
1 Year            6.14%
5 Year            4.53%
Inception         5.97%
Inception Date    12/4/90
Suggested
Portfolio Allocation: 10-25%
</TABLE>

         Asia continues to have an impact on U.S. markets. The trade deficit has
reached  historic  levels as the strength of the U.S.  dollar has made  American
goods more expensive overseas. As a result, our economy will begin to slow down.
The Federal Reserve has not raised interest rates,  nor does it appear likely to
do so before year end. Some  economists are calling for the long bond to drop to
5% in yield by year end. Those investors who seek greater  stability over higher
potential yields may want to invest in the Near-Term Tax Free Fund. The Tax Free
Fund offers generally  higher yields but has less stability.  We are in a period
of lower growth,  low inflation and a rising stock market.  Asia's  

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

Invest Today with the Roth IRA!

FREE      The Roth IRA has become the  investor's  retirement  vehicle of choice
for 1998.  The Roth differs from a  traditional IRA in several fundamental ways,
making it a more attractive choice for most investors.

If you earned less than  $110,000  adjusted  gross income  ($160,000 for couples
filing  jointly)  for 1998,  you are  eligible to open a Roth IRA. You must have
earned income equal or greater than the annual contributions you make.

The  major  advantage  of the  Roth IRA is that all  qualified  withdrawals  are
tax-free! With daily compounding, that can add up to huge savings over time.

The Roth IRA is a more flexible  savings vehicle than a traditional IRA. We make
Roth IRA conversions easy. Call an Investor Representative at 1- 800-873-8637 to
find out more about how the Roth IRA can help you earn more and save on taxes.

If you  transfer  $10,000  into an IRA account  with us, you will receive a Free
Lifetime IRA.

Those Investors who maximize their yearly IRA contributions will have the annual
custodial fee waived on their account.

Note: Combined contributions to a Traditional  IRA and Roth IRA may not exceed a
total of $2000 per tax year, whether those contributions are deductible or not.

For 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. 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.


- --7--

<PAGE>

                               SHAREHOLDER REPORT


Global I.Q.
Quiz Answers

1    Approximately $1.8 billion.
2    Almost all short-term U.S. interest  rates are priced off of federal funds.
     Essentially,  the funds' rate is the banks' marginal borrowing rate.
3    "Yen" means "round" and originated  when Japanese  money changed from being
     square to round.
4    The term is borrowed  from poker, where  blue chips are  the most valuable,
     and refers  to stocks of  the largest, most consistently profitable corpor-
     ations. The list is not official, and it changes periodically.
5    Some  big investors speed  up the  process of  buying and selling  stock by
     using  program trading  techniques  that  involve placing  large orders  by
     computer.  The programs are sometimes triggered automatically,  when prices
     hit predetermined levels.
6    About 12 miles.
7    The earliest bills can be traced back to China.  In 1273 Kubla Khan  issued
     paper  notes made of  mulberry  bark bearing  his seal and his  treasurers'
     signatures.

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

problems may even lower inflation rates,  resulting in greater capital apprecia-
tion for bonds as their prices rise.

<TABLE>

INCOME FUND

<S>               <C>   
1 Year            23.84%
5 Year            11.43%
10 Year           12.35%
Inception Date    11/1/83
Suggested
Portfolio Allocation: 5-10%
</TABLE>

         The Fund used  recent  market  highs to pare down  those  stocks in the
portfolio with high price to earnings ratios,  in favor of stocks with low price
to  earnings  ratios  and low  price to book  ratios.  The Fund has been  adding
small-, mid- and large-cap value stocks to the portfolio and increasing holdings
in the financial services sector. In addition the Fund has invested in preferred
and  convertible  securities  to take  advantage  of both  stock  and bond  like
components.

<TABLE>

ALL AMERICAN EQUITY FUND
<S>               <C>    
1 Year            27.27%
5 Year            19.66%
10 Year           12.95%
Inception Date    3/4/81
Suggested
Portfolio Allocation: 20-50%
</TABLE>

         The market has  remained  strong for  American  blue chips as investors
depart  foreign  and  emerging  markets for the  comparative  safety of American
large-caps.  The  decline in the  long-term  interest  rate in January  has made
equity  markets more  attractive to investors.  Technology  stocks and insurance
stocks performed well for the quarter.  Pharmaceuticals continued to profit from
new products and a benign regulatory  environment.  Mergers in the financial and
telecommunications  industries  have had a positive  impact on both sectors.  In
seeking  additional  holdings,  the Fund looks for value in the mid-cap sectors.
Overall the U.S. economy remains healthy, although earnings and growth will slow
due to reduced  demand in Asia.  Nonetheless,  the  market has not  reacted in a
significant way to reduced earnings projections.

<TABLE>

CHINA REGION
OPPORTUNITY FUND

<S>                <C>   
1 Year            -52.05%
Inception         -17.26%
Inception Date    2/10/94
Suggested
Portfolio Allocation: 3%-10%
</TABLE>

         The stability of  neighboring  economies is key to the Chinese and Hong
Kong markets. Japan's slowdown has affected the entire region. Riots turned into
bloodshed in Indonesia  and the Japanese yen  continued to drop against the U.S.
dollar.  The  weakness of the  Japanese  yen raises the concern that the Chinese
currency might be devalued to compensate for  competitive  pressures in exports.
Both Hong Kong and Chinese stocks were sold off drastically.  More evidence of a
significant slowdown is emerging a the economic crisis in Asia takes its toll on
Hong Kong and China. Hong Kong's GDP suffered its first first-quarter decline in
15 years in 1998 and was  headed for  further  declines  in the second  quarter.
China's export growth has slowed to single digits.  We,  however,  disagree with
the pessimism  that has permeated the market.  The  possibility  that China will
devalue its currency is low.  China does not compete  directly with Japan in the
export  market,  so there is no reason for China to devalue  its  currency.  The
current sell-off has created a lot of misconceptions  and bargains.  The current
sell-off is  overdone  and many stocks will not stay at this low level for long.
We think it may be a good time to invest for long-term investors,  though in the
short term, there are still many uncertainties.

<TABLE>

ADRIAN DAY GLOBAL OPPORTUNITY FUND

<S>                <C>   
1 Year            -23.86%
Inception         -20.18%
Inception Date    2/20/97
Suggested
Portfolio Allocation: 3-5%
</TABLE>

         The world woke up during the quarter to the real danger of the weakness
in the Japanese economy and the potential for a pro-


- --8--

<PAGE>

                               SHAREHOLDER REPORT


longed downturn  in Asia which  could negatively affect  U.S. and European corp-
orate profits. Thus, most foreign sectors, resources, value and small-cap stocks
all fell sharply. Only U.S.large-cap  stocks remained virtually unscathed.   The
U.S. stock market appears to want to go higher in the short-term  although it is
vulnerable to slowing earnings growth. The biggest threat to world markets comes
from  Japan.  The recently announced bank rescue package is far too cautious and
offers  little prospect of  a near-term  turnaround for Japanese banks. Most im-
portantly,  this package does  nothing to ensure  full public disclosure  of bad
loans and weak banks,  so the problem  could continue  for a long  time.   None-
theless,   there are still solid values to be found in many markets and sectors,
including Asia, Europe and South America.  The Fund has been accumulating assets
at greatly reduced prices.

<TABLE>

REGENT EASTERN EUROPEAN FUND

<S>                <C>   
1 Year            -12.23%
Inception         -1.43%
Inception Date    3/31/97
Suggested
Portfolio Allocation: 3-5%
</TABLE>

         The current situation in Russia has been caused by the general drawback
from emerging  markets by  international  investors.  Nuclear tests in India and
Pakistan,  economic  difficulties  in Brazil,  the weakness of the rand in South
Africa and a large interest rate rise in Russia have  contributed to significant
declines in emerging markets, including Russian equities. Within Russia, falling
oil prices and  insufficient  tax revenue  collection have been areas of genuine
concern.  Despite these  problems,  Russia has made great strides toward putting
its economic  house in order.  The stability of the ruble is the  cornerstone of
the Central  Bank of Russia's  macro-economic  policy.  The ruble has been under
speculative attack by international investors, causing the Central Bank to raise
interest rates  significantly  to defend the ruble. If the ruble is successfully
defended,  which we  believe it will be,  current  1-year  bonds  create a great
opportunity  both in the debt market and for a recovery of the equity market The
major  economies  of Poland,  Hungary  and the Czech  Republic  continue to grow
strongly,  though negative  sentiment from investors has kept equity prices low.
We do not  expect  a  devaluation  of the  ruble,  and  the  Fund  is  currently
positioned to benefit from an expected fall in interest rates.

<TABLE>

MEGATRENDS FUND

<S>               <C>   
1 Year            11.22%
5 Year            11.87%
Inception         10.69%
Inception Date    10/21/91
Suggested
Portfolio Allocation: 5-25%
</TABLE>

         The Fund is a balanced  strategy  fund,  managed by Dr.  Stephen  Leeb,
editor of Personal Finance and The Big Picture. Nominal long-term interest rates
are near their  lowest  levels in decades,  and are  expected  to go lower.  Low
consumer  prices  have  fueled  a burst of  domestic  spending,  furthering  the
expansion of the U.S. economy.  Historically,  economic growth creates inflation
as labor and commodity  prices rise in  conjunction  with  increased  growth and
consumption.  Yet  despite  the  lowest  unemployment  figures  in nearly  three
decades, any wage inflation was offset by higher  productivity,  lower commodity
costs due to lack of demand in Asia,  and lower prices on imported  goods due to
the strong U.S. dollar. The continuing Asian economic crisis has begun to impact
American corporate earnings, yet despite flat or lower earnings, market averages
made new highs in May. The gains were largely  concentrated in blue chips stocks
as investors  looked to the relative  safety of America's  large-caps.  The U.S.
economy  continued  its  trend of  moderate  growth  and low  inflation,  though
projections indicate slowed growth going forward.  Presently, the Fund's largest
holding is Berkshire-Hathaway.

          For 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.  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. The prospectus  details the special risks,  including
political, currency, and economic risks of investing in foreign markets.

         The Advisor for the Tax Free Fund, Near-Term Tax Free Fund, and the All
American Equity Fund guaranteed  total fund operating expenses  (as a percentage
of  net assets)  will not  exceed  .70%,  .70%, and  1.0%,  respectively,  until
6/30/99.   The Advisor  for the  aforementioned  Funds subsidized  certain  Fund
expenses, enhancing  the yield (or total return)  by approximately  .78%, 1.23%,
and .82%, respectively.

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

QUOTRON SYMBOLS

Check the performance of your Funds:

All American Equity Fund
         GBTFX
Bonnel Growth Fund
         ACBGX
China Region Opportunity Fund
         USCOX
Gold Shares Fund
         USERX
Global Resources Fund
         PSPFX
Income Fund
         USINX
MegaTrends Fund
         MEGAX
Real Estate Fund
         UNREX
Regent Eastern European Fund
         EUROX
Tax Free Fund
         USUTX
U.S. Treasury Securities Cash Fund
         USTXX
U.S. Government Securities Savings Fund
         USGXX
World Gold Fund
         UNWPX

A NOTE ON EMERGING MARKET RISK:

Investing in emerging  markets  involves a higher level of risk than investments
in more established markets. While currency risk is present in any international
investment,  investments  in  emerging  countries  involve  risks not  typically
associated with more established  securities markets.  These risks are discussed
thoroughly in the prospectus, which we urge you to read carefully.

     In return  for risk,  however,  is a higher potential for growth.  Emerging
market funds are designed for investors who seek a long-term investment  and who
are prepared to  ride out periods  of volatility.  We advise you  to use our ABC
Investment Plan(R) to dollar-cost average your investment over time.  Of course,
no investment plan can guarantee a profit.  If you sell at the bottom, no system
will give you gain.  However, a program of dollar-cost averaging can help reduce
your  average share  price in a volatile  market.   The ABC Investment  Plan (R)
eliminates the  need for  you to  second-guess  the  market,  and can  take  the
emotional swings out of investing.


- --9--

<PAGE>

                               SHAREHOLDER REPORT

THANK YOU

Thank you to all of our shareholders for  helping us make the conversion to UMB.
We have had an  overwhelming response from shareholders  eager to convert  their
checks,  direct deposit  and automatic recurring  payment plans  through the new
bank.  Your cooperation with the conversion has given us a great start with UMB.
We appreciate your patience and support.

PORTFOLIO DIRECT:

What does Art Bonnel think about the future of the Dow Jones?   How does Bin Shi
assess what is happening in Asia?  What is going on in the Russian market?  What
does the  Global  Gold Team  think are the  biggest factors affecting  the  gold
market right now?   The answers to these questions and more are discussed on our
Portfolio Direct.   You can listen  to recordings directly  from   the Portfolio
Managers of our  funds to learn what they  think about  market movements.   Just
call our automated system at 1-800-US-FUNDS  (1-800-873-8637)  and choose option
number "6".

Call to find out how the new statements will help your recordkeeping.

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


TRANSITIONS
   AND IMPROVEMENTS

NEWS & NOTES FROM SHAREHOLDER SERVICES

         Below is a description of each of the three types of statements we send
to shareholders.

[Graphics:  Picture of Shareholder Statements]

MONTHLY:  Every shareholder in one of our  money markets or municipal bond funds
will receive a cumulative monthly statement of their account.   These statements
are generally mailed the  first week of each  month and will  include all trans-
actions for the previous  month as well as a month ending balance.   This option
is not available for our equity fund shareholders.

QUARTERLY: Every shareholder in one of our equity funds will receive a statement
for each quarter.   The statement will include  all  transactions that  occurred
during the  previous quarter,  including an  ending balance.   If there  were no
transactions on your account,  you will only receive  a summary sheet.  You will
not receive an  actual statement.   This option is not  available for  our money
markets or municipal bond funds.

CONFIRMATION:  Every shareholder will receive a one-page  confirmation statement
any time a transaction other than a check writing redemption occurs.  That means
if you  mail in a  deposit or redeem  shares from your  account,  a statement is
automatically generated. As this statement is generated only to confirm a trans-
action,  it will not show your  account balance.   However, due to your requests
for cumulative  statements,  these  statements  will also  show the  previous 20
transactions.

CHECKS: The July 1st deadline has passed. Please be sure that you have destroyed
all of your Bankers Trust checks and are using only the new UMB checks.   If you
have a problem with your check order,  please call an Investor Representative at
1-800-US-FUNDS (1-800-873-8637).

EXCITING NEWS YOU CAN USE:
The Visa CheckCard is now available for our U.S.  Treasury  Securities Cash Fund
shareholders.  Whether you are around the corner or around the world,  your Visa
CheckCard gives you the purchasing power you need to get things done.

[Graphics:  Picture of a US Global Investors Visa Check Card]

COMING THIS FALL:
Access your account on the Internet.  You will be  able to reposition your port-
folio and execute  trades between  registered accounts,  and obtain  balance and
transaction information-all from your computer.


- --10--

<PAGE>

                               SHAREHOLDER REPORT


THE SIMPLE SOLUTION FOR SMALL BUSINESSES

         When setting up a retirement  plan,  many people  overlook the two year
old SIMPLE plan,  because at first glance it may not seem so simple.  But if you
are considering  establishing a SEP or a 401(k) for your business,  you may want
to take a closer look at the SIMPLE IRA before making your decision.  The SIMPLE
IRA is designed  for small  businesses  (those with 100 or less  employees)  and
allows for both employee and employer contributions through payroll deferral and
employer  matching.  Employees  can  choose to defer up to 100% of their  salary
annually,  not to exceed  $6,000.  The employer is then required to match dollar
for dollar up to 3% of the employee's annual salary ( which may drop to 1% for 2
out of 5 years)  or the  employer  can  choose to  contribute  a flat 2% for all
eligible  employees.  Therefore,  the highest possible annual  contribution to a
SIMPLE IRA is  $12,000.  While  this may not seem as high as the SEP's  limit of
$24,000 (or 15%) or the  401(k)'s  limit of $10,000 plus  matching,  there may b
more flexibility in SIMPLE contributions. For one, with a SEP, all contributions
are made by the employer who is required to match the same  percentage for every
employee.  This can get  expensive  the more  employees a business  has.  With a
SIMPLE,  the employer has the option of only matching those employees who made a
deferral in the first place,  and it is capped at 3% of that  employee's  annual
salary.  Secondly, with a 401(k), a highly compensated employee my be limited by
the  amount  he or she can  contribute  if there is a low  participation  by the
non-highly compensated employees. In addition, 401(k)s can be expensive to setup
and maintain. A SIMPLE IRA requires more initial paperwork than a SEP, but there
is usually no setup fee and the annual account maintenance fee is low. In short,
depending on your  situation the SIMPLE IRA may allow for a higher  contribution
amount, less expense for the employer with lower setup and maintenance costs.

REWARD/RISK SPECTRUM

HIGHER RISK/REWARD
                    China Region Opportunity Fund
                    Gold Shares Fund
                    World Gold Fund
                    Regent Eastern Opportunity Fund
                    Global Resources Fund

MODERATE
                    Bonnel Growth Fund
                    Real Estate Fund
                    Adrian Day Opportunity Fund

LOWER RISK/REWARD
                    MegaTrends Fund
                    All American Equity Fund
                    Income Fund
                    Tax Free Fund
                    Near-Term Tax Free Fund
                    U.S. Government Securities Savings Fund
                    U.S. Treasury Securities Cash Fund      

                                             Source: USGI risk/return analysis

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

GOLD CONFERENCES

MEET U.S. GLOBAL INVESTORS REPRESENTATIVES.

Mark your  Calendar  to  Attend  the Gold Show  November  29th and 30th,  in San
Francisco.

[Graphics:  Picture of Fishermans Wharf of San Francisco sign]

Or Attend the Mining  Conference  on September 9th and 10th in Las Vegas 

[Graphics:  Picture of a neon sign with 4 aces]

Reserve your complementary tickets today. Call 1-800-US-FUNDS.

Nevada accounts for approximately 80% of all U.S. gold production.


- --11--

<PAGE>


                               SHAREHOLDER REPORT

[Graphics:  Picture of Art Bonnel]

Art Bonnel is the portfolio manager of the  Bonnel Growth Fund.   He manages the
Fund from Reno, Nevada,  where he lives  with his wife  (and  research  analyst)
Wanda.

[Graphic:  Bar chart depicting information as seen below]

Bonnel Growth Fund vs. Russell 2000
1994 - 1998
Bonnel Growth Fund  $23,894
Russell 2000 TR     $18,664
Total Return on a $10,000 Investment.
(assumes reinvestment of dividends)

The Bonnel Growth Fund Returns (as of 6/30/98):
1 year:           22.20%
3 year:           23.52%
Since Inception
(10/17/94):       26.58%

The Russell 2000  index is an  unmanaged index  comprised of  the smallest  2000
companies in the  Russell 3000  index,  representing  approximately  11% of  the
Russell  3000 total  market capitalization.  For more  complete information, in-
cluding charges  and expenses,  call 1-800-US-FUNDS  or visit  our  web  site at
www.usfunds.com.  Read the  prospectus  carefully before  investing.   Past per-
formance 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.

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

EXPERT INSIGHT

         The stock market exhibits  regular  patterns which investors too easily
forget. One is the Presidential  Election Cycle. The year after election year is
not generally a great year for stocks,  but the year just before and the year of
the  election  tend to be very  positive.  In fact,  looking  back to 1952,  the
strongest year of the cycle has been the third or  pre-election  year.  That, of
course, will be 1999.

         Are  economic  forces  taking shape to bring this to reality next year?
Just look at what is happening in Asia. Japan recently announced that it had two
quarters of declining economic growth,  which by definition is a recession.  But
after every  recession  there is a recovery,  and that is what investors will be
focusing on. As the recession  develops in Japan, the government there will have
to take necessary steps to correct the economy.  This is positive for both their
market and our market.  Remember,  markets foresee turns six months to a year in
advance.  So, as the Japanese government begins to move,  investors'  confidence
will build around the world.

         When should all this take place? Well, October is a great month to pick
up bargains.  The market  tends to be very strong from  November to mid-April as
investors pour money into it via various pension plans. For example,  the NASDAQ
composite  peaked on April  22nd of this  year,  just one week  after IRA season
ended.  The mail system  must have been a little slow with all the checks  being
mailed into mutual funds. By mid-June the NASDAQ had a 10% correction.  Once all
the noise about Japan,  recessions  and weak  earnings  forecasts is over,  this
market should do very well.

         To take  advantage of this  continuing  bull market,  investors  should
consider  focusing  on  mid-cap  stocks.  This  area of the  market  looks  very
attractive.  In the  Bonnel  Growth  Fund,  we  focus  on four  items to help in
selecting  quality  stocks for the  portfolio.  The first and foremost  issue is
earnings  growth. A company's most recent earnings should increase when compared
to earnings from the same quarter the year before.  As earnings grow,  dividends
can be increased and more capital can be put into research and development.

         The next  criterion  which  should be used when  assessing  a company's
stock is the  current  ratio,  which  is an  indicator  of a  company's internal
strength and gives insight into management's strength or weakness.   The current
ratio compares current assets to current liabilities.   Does  the  company  have
enough  cash on hand to pay all expenses on a monthly basis?   Management should
not be running to their  bank to pay telephone  bills and salaries.   Management
should focus on running the business.  

          A third criterion used in stock selection  involves the examination of
long-term debt.  The less debt,  the better.  Many companies have  no  long-term
debt.    All other factors being equal, it is generally better to buy a  company
which is debt  free as opposed to  one which  could have big  problems if  there
is a slowdown  in orders.   Less long-term  debt gives a company much more flex-
ibility,  allowing  management  to focus on  running  the business,   making the
products and getting them out to market.

         Last,  but not  least,  we  keep a close  eye on  equity  ownership  by
management.  When employees are also  shareholders  in their company,  they work
harder and smarter to enhance  shareholder  returns.  It's human nature. Some of
the most  successful  companies in America are ones where employees have a major
stake  in  the  company  they  work  for.  Equity  ownership  by  employees  and
management,  however,  should not exceed  forty  percent.  Management  should be
motivated,  but not to the point  where  they own  controlling  interest  in the
company.


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