US GLOBAL INVESTORS FUNDS
497, 1998-02-06
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SHAREHOLDER    REPORT                                  (company logo)
- --------------------------------------------------------------------------------
Published for the fund shareholders of U.S. Global Investors        Winter 1998
- --------------------------------------------------------------------------------

(graphics: picture of a skier)               (graphics: picture of a bike rider)


                       MOVING FORWARD, LOOKING AHEAD:

                     Changes and Improvements for 1998


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                              Investment Advice

                         New ATM Access for Your Cash

                            Faster, Better Service

                       Fund Focus: All American Equity Fund

================================================================================
(page 2 of 12)

                           SHAREHOLDER    REPORT


NEW CHANGES TO BENEFIT YOU
 ................................................................................

INVESTORS' NEW YEAR'S RESOLUTIONS:

Why don't you...
1        Call for an account check-up.
2        Reinvest all of your dividends.
          (graphics: picture of a little boy)
3        Start a college savings fund for a special child in your life.
4        Make your maximum IRA contribution.
5        Invest in a foreign country.
          
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 ................................................................................

Message From The President                     (graphics: picture of president)


Dear Shareholder,

A  mutual  fund  company  must be an  all-seasons  performer.  Speed,  technical
ability,  endurance  and the  ability  to  predict  shifts in  trends  result in
superior  performance.  Three  straight  years of 20+% stock market  returns and
demands for the latest and greatest in service technology have us racing to keep
pace with your expectations.

We begin the new year with three big changes  that will help us provide  faster,
more efficient service, expand fund features for our 36,000 money market account
holders and allow us to give you the  investment  advice you've been asking for.
To  accomplish  this,  we will be  converting  our  shareholder  record  keeping
computer  system,  adopting a new bank  custodian for our money market funds and
becoming a member of the National Association of Securities Dealers (NASD).

In a world where technology becomes outdated almost as soon as it is introduced,
we are  increasingly  looking to  partners  to bear the  technological  risk and
capital  expenditures  associated with designing and  maintaining  sophisticated
operating systems. By partnering with specialized service providers,  we benefit
from the collective  knowledge of their clients and mitigate the costs of system
development and upgrades.

FASTER, BETTER SERVICE

After 13 years of maintaining a proprietary  shareholder  record keeping system,
it is time to move on to a more  sophisticated  and  powerful  computer  system.
Shareholder  services  will still be  performed  in-house by the same  top-notch
employees who look after your accounts  today.  Starting in March,  they will be
working with a shareholder  account system designed and developed by DST Systems
Inc., a leader in mutual fund  service  technology.  This change puts  "imaging"
technology in our hands. No longer will investor  representatives  have to write
request  forms to have your  deposit  slips,  letters  and  checks  pulled  from
microfilm.  They will be able to view  images of these  items on their  computer
screens.  In most cases, their immediate access to stored records will eliminate
research  delays and enable them to grant requests with one phone call.  Faster,
more efficient service is something I know you'll appreciate.

Financial  services which were infeasible or cost  prohibitive to provide on our
own will be possible through our partnership with DST. For example, we will soon
be presenting you on-line access to your account information,  a service many of
you have been  asking for but until now was not  practical  for us to provide on
our own. DST is on the cutting edge of shareholder service; the company recently
teamed  up with  Intuit  to allow  fund  companies  to  provide  investors  with
performance  information through Intuit's Quicken personal financial  management
software.  This  represents the first  opportunity for fund companies to provide
personalized  mutual fund  performance  information on line without  building or
buying an expensive open financial exchange server.

================================================================================
(page 3 of 12)

                           SHAREHOLDER    REPORT


NEW! ATM ACCESS FOR YOUR CASH

Many of you call and  write  with  suggestions  for  enhancing  your  investment
experience at U.S. Global.  This feedback is often a catalyst for change.  Money
market  shareholders  have been very vocal in their  requests  for ATM access to
their cash. To meet your demands, we scouted for a new bank for our money market
funds that could provide  low-cost  service (lower costs mean higher yields) and
also innovative cash management tools.

United  Missouri Bank (UMB) emerged as the winner in our search.  Awarded an "A"
rating by the nationally renowned financial research firm, Weiss Research, Inc.,
UMB is  recognized  as  one  of  the  strongest  banks  in  the  United  States.
Twenty-five years' experience serving the mutual fund industry helps assure that
you will continue to receive all the benefits you are  accustomed to in addition
to the new fund  features.  We plan to launch  the  check  cards  featuring  ATM
capability  this spring.  Any shareholder  with an account in the U.S.  Treasury
Securities Cash Fund can sign up for this convenient new benefit.

CALL US FOR INVESTMENT ADVICE

Another frequent request of shareholders is for assistance in choosing funds and
allocating assets. Unfortunately, we have not been able to offer you this advice
because  our  fund  company  is not a  broker.  As a  non-broker,  our  investor
representatives  are presently  limited to responding to inquiries  about a fund
prospectus   and  performing   administrative   work  involved  in  effecting  a
transaction.  Yet they are qualified to provide investment  counsel.  So, we are
pushing  through the paperwork which will allow us to start providing the advice
you've been asking for. Once the NASD approves our  membership,  we will be able
to assist you in seeking  solutions to your  investment  problems.  We will work
with you to define  your  risk  profile,  your  investment  time  frame and your
investment objectives.  Then we can help you allocate your assets among selected
U.S.  Global funds to maintain your personal  investment  strategy.  You'll hear
more about this service as it becomes available.

In the upcoming months,  you'll receive additional  information on each of these
developments.  Please watch your mail for  important  updates.  While service is
critical,  fund  performance  is  paramount.  The  following  pages  present our
year-end  report card. I'm pleased with the results,  yet we always strive to do
better.

May you enjoy a new year of health and prosperity,


/S/FRANK HOLMES

Frank Holmes

P.S. The new year always brings a flood of phone calls and questions.  To better
serve you, we have  extended our  telephone  service  hours for a limited  time.
Beginning  January 5, you can call us until 8 p.m. And we will open on Saturdays
from 9 a.m. to 1 p.m. To avoid waiting on hold,  call during these special times
for quick service:  1-800-US-FUNDS.  In February,  we will return to our regular
hours of 7:30 a.m. to 7:00 p.m. Central Time, Monday through Friday.

 ................................................................................

INVESTORS' NEW YEAR'S RESOLUTIONS:

6        Add to your investment monthly to keep it growing.
          (graphics: picture of a girl and women)
7        Tell a friend about your favorite U.S. Global Investors' Fund.
8        Switch to our free unlimited checkwriting.
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9        Visit us on the World Wide Web at www.us-global.com
10       Listen to your fund manager's insights on Portfolio Direct.

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

================================================================================
(page 4 of 12)

                           SHAREHOLDER    REPORT


ALL AMERICAN EQUITY FUND

Fund Focus
 ................................................................................
- -----------------
MEET THE MANAGER
- -----------------

(graphics: picture of Bin Shi)

BIN SHI

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

ALL AMERICAN
     EQUITY FUND

OBJECTIVE:
   Capital appreciation

MIN. INITIAL INVESTMENT:
   $5,000

ABC INVESTMENT PLAN(R):
  $100  initial investment, $30 or more each month thereafter  

Risk/Reward Potential:
- ------------------------------------------
Low                         *        High
- ------------------------------------------

CALL 1-800-873-8637 TODAY FOR A FREE INVESTMENT GUIDE TO THE ALL AMERICAN EQUITY
FUND

For  more  complete  information,   including  charges  and  expenses,  call  1-
800-US-FUNDS  or visit our web site at  www.us-global.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.
 ................................................................................

WHAT TYPE OF STOCKS COMPRISE THE ALL AMERICAN EQUITY PORTFOLIO?

Large cap stocks comprise the majority of the Fund.  These companies  create the
products  and  services  Americans  use every day. I look for stocks with both a
growth and income component.  While the stocks are expensive (the dividend yield
is low when compared to the price of the stock), they provide consistent returns
and the share price is  relatively  stable.  The Fund seeks to capitalize on the
growth of America's biggest and best companies. I look for the companies which I
believe  will have above  expected  earnings or perform  better in a  particular
market  environment  and adjust the weighting of their stocks  accordingly.  For
example,  I expect  inflation  to remain  low,  so the Fund is  invested  in the
financial  and  insurance  sectors,  which  perform  well  in low  inflation.  I
emphasize  a long  term  investment  strategy  which  is  evidenced  by the  low
portfolio turnover.

                       (graphics: Coca-Cola logo)

WHAT IS THE FUND'S GOAL?

                       (graphics:  Merck logo)

The Fund's stated  objective is to out-perform  the S&P 500. I have been able to
deliver  comparable returns to the S&P 500 and reduce risk. The Fund is trailing
the S&P at this point,  principally  because I have been  maintaining a moderate
cash  position  since the beginning of 1997 due to the high priced stock market.
The stock component of the portfolio  actually  out-performed the S&P. I did use
some of the cash to buy stocks when prices fell in late October.

                (graphics: Philip Morris logo)

HAVE THE RECENT PROBLEMS IN ASIA HELPED OR HURT STOCKS IN THE PORTFOLIO?

                (graphics: Johnson & Johnson logo)

Asian turmoil is a mixed bag for U.S. stocks.  To some extent American  equities
should  benefit as money  moves from Asia and other  emerging  markets  into the
relative safety of the American stock market.  Nonetheless,  technology  stocks,
especially  small and mid-cap company  stocks,  may suffer because much of their
opportunity for growth has been in Asia. U.S. exports will be more expensive for
Asian  consumers,  so U.S.  companies  are likely to see fewer  sales and poorer
earnings.  For example,  South Korea was a big buyer of American  semi-conductor
equipment until the currency devaluations. I expect that the long term situation
will  even out  because  manufacturing  costs  will  come  down as most of these
technology  companies  have large  manufacturing  facilities in Asia. I am still
bullish, though I think that the events occurring in Asia will ultimately affect
markets  here.  
================================================================================
(page 5 of 12)

                           SHAREHOLDER    REPORT

(graphics: First Data Corp. logo)

Unless the situation  stabilizes it could pose a threat to the world economy. We
need to keep a careful eye on events as they  unfold.  For the next six months I
like  financial  stocks  because  I think the  interest  rate is not going to go
higher in this period of global  disinflation.  For technology  stocks,  we have
already gone through a bit of a correction,  but I don't think the correction is
over.  Cheaper Asian imports will boost  spending  power in the US economy,  but
that effect will,  in the short term at least,  be  dominated  by weaker  export
growth. Unemployment will grow, inflation will remain low.

                                             (graphics: Microsoft logo)
WHAT IS YOUR INVESTMENT PHILOSOPHY?

The Fund invests in  consistent  growth  companies:  American blue chips deliver
earnings  year  after  year.  At the same  time I try to find  the  best  priced
companies  in the market.  I look to  earnings,  historical  valuations  and the
current  market  situation.  I calculate if risk is  currently  reflected in the
valuation  of the stock price.  I start with this  situation  and then,  because
undervalued stocks can stay undervalued for a long time, look to a catalyst such
as a special  product or a market  condition to make the stock go up. But at the
end of the day it's still buy low, sell high.

(graphics: Intel logo)

WHAT WAS YOUR REACTION TO THE "CRASH OF 97" IN OCTOBER?

I increased our holding in financial  stocks and interest  sensitive  stocks and
reduced our weightings in high-growth  stocks. I expect earnings to be lower for
the high growth  stocks,  and because  they have high  valuations  (stock  price
relative to  earnings)  they're not the best to hold in volatile  times.  I have
been maintaining a cash level of about 16% because there are a lot of overvalued
stocks out there.

(graphics: General Electric logo)

HOW DO YOU THINK AMERICAN BLUE CHIPS WILL PERFORM IN THE COMING YEAR?

(graphics: IBM logo)

The future looks good for the All  American  Equity Fund.  I'm  cautious,  but I
think that large-cap  stocks will perform well in most  financial  environments.
They  have  global  market  share,  impressive  track  records;  they are  large
companies with diversified  holdings,  making them less susceptible to sector or
geographic downturns. And the Fund will move in and out of sectors as conditions
require.  The road  ahead  may have  some  dips but we  expect  the  trend to be
definitely upward.

 ...............................................................................
- ------------------
TOP TEN HOLDINGS
 (12/31/97)
- ------------------

                    General Electric Co.
                       Coca-Cola Co.
                      Microsoft Corp.
                        Intel Corp.
                    Philip Morris Inc.
                    Johnson & Johnson
                     Merck & Co. Inc.
                        IBM Corp.
                   Procter & Gamble Co.
                    First Data Corp.

Note: Fund holdings may change.



       (graphics: picture of a visa card with U.S. Global Investors name/logo)

NEW FOR 1998:

U.S. Global  Investors  debit/ATM  card.  Enjoy the convenience of a check card.
Coming soon.






For  more  complete   information,   including   charges  and   expenses,   call
1-800-US-FUNDS or visit our Web site at www.us-global.com for a free prospectus.
Read it  carefully  before  you invest or send  money.  Past  performance  is no
guarantee of future results.  Investment returns and principle will fluctuate so
that you may have a gain or loss when you sell shares.
================================================================================
(page 6 of 12)

                           SHAREHOLDER    REPORT

FUND NOTES
 ................................................................................

Global I.Q. Quiz

1        What cycle did Dr. Raymond H. Wheeler discover that might not be
         helpful in determining when to  buy, sell or exchange?
2        Ancient Greek philosophers, believing numerical relationships formed 
         the key to the structure of the universe, developed a symbol for the 
         most influential and enduring of these proportions.  The symbol is 
         believed to be an essential component of harmony and balance.  Where 
         did you last see this symbol?
3        What is considered to be the most important economic indicator, and 
         which of its sectors is the most important?
4        In terms of volume, which market is the largest financial marketplace
         in the world, with daily volume totaling an estimated $650 billion?
5        What conditions are critical for the existence of capitalism?
6        What is the difference between Fundamental and Technical Analysis?
7        What street extends about seven blocks from Broadway to the East River 
         in Manhattan, and is named for an earthen fortification built by Dutch 
         settlers in 1653 to repel an expected English and Wappinger Indian 
         invasion?
8        What was the first joint-stock corporation active in North America?

         Quiz answers on page 9.

The abbreviation  "U.S."  contained herein stands for United Services.  For more
information,  including charges and expenses,  call  1-800-US-FUNDS or visit our
Web site at  www.us-global.com  for a free prospectus.  Please read it 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.

 ................................................................................

GOLD SHARES FUND

It's been a difficult year for gold;  the commodity  price hit an 18 year low in
early  December.  Even the best  performing  gold  funds had  negative  returns.
Expected consolidations within the industry still have not yet materialized.  We
have further  reduced our exposure to high cost gold  producers in South Africa.
Central bank sales by Australia and  Argentina,  and the threat of a major Swiss
sell off have  depressed  the  price  of gold and gold  shares.  Is there a gold
lining to this dark  cloud?  We think so.  Demand  around the world is still 500
tons above 1997 production figures.  Exploration expenditures have quadrupled in
Latin America and quintupled in Africa. Nonetheless,  interest rates remain low,
making gold less attractive as an inflation hedge.

WORLD GOLD FUND

The Fund has  managed  to hold  its own  despite  falling  gold  prices.  We are
currently  invested in low cost per ounce  mines.  These  quality  gold mines in
Latin America and the United States  produce gold for less due to cost effective
operations and the mineralized characteristics of their gold finds which contain
higher  concentrations  of gold to rock.  At the current  price for gold,  these
companies can continue to turn a profit.  As lower prices  continue to put other
mines out of business,  these "value plays" should see their commodity and stock
prices go up.

GLOBAL RESOURCES FUND

Natural  resource  funds saw some major  setbacks  as  year-end  profit  taking,
economic  turmoil in Asia,  and the potential  for increased  output of oil from
OPEC drove fund share prices down.  OPEC's  announcement that it was raising its
production  ceiling hurt oil service  sector stocks on fears that  decreased oil
prices  would  slow down  drilling.  Oil  prices are still firm in the $18.50 to
$19.00 per barrel range in spite of OPEC's  announcement.  The  fundamentals for
the oil services  sector  remain  excellent,  but in the short term the Fund has
been negatively affected by these developments.

BONNEL GROWTH FUND

Mid cap stocks saw less  upward  movement  than blue chips as more money  flowed
into the large capitalization stocks. The U.S. economy remains strong,  interest
rates are low.  The recent  turmoil  in Asian  markets  has  caused  fears of an
interest  rate hike to subside.  We are entering a period of low  inflation  and
strong growth in the U.S. which is unusual, but good for stocks. Exports to Asia
may  decline  in the wake of  currency  devaluations  taking  place  there.  The
technology  sector will be hit hardest by these  developments.  The labor market
should relax some as exports to Asia decrease,  resulting in lower wages and low
inflation  here in the U.S. We believe  these factors will allow the bull market
to continue, though the situation in Asia must be watched closely.

REAL ESTATE FUND

As expected,  Real Estate Investment  Trusts (REITs)  participated in the global
equity sell off in late  October.  However,  REITs  out-performed  other  market
indices by a wide margin. REITs pulled back about 3.6% while market indexes like
the S&P 500 fell 9.5% and the Dow Jones  fell  10.9%.  One of the  reasons  that
REITs performed so well may be due to the attractive yields which REITs offer to
investors.  At the  beginning of November  1997 the average  yield on an equally
weighted basis was 6.43% for REITs,  while the yields on the S&P 

================================================================================
(page 7 of 12)

                           SHAREHOLDER    REPORT

 ................................................................................

Market Indices

(Linear graph plotted from data in table below) 

Date         GOLD - NY        $/oz
      Feb-83        490.4079
      Mar-83        419.6956
      Apr-83        432.7857
      May-83        436.7095
      Jun-83        412.8409
      Jul-83        423.0275
      Aug-83        416.2478
      Sep-83        411.4548
      Oct-83        393.2075
      Nov-83        382.305
      Dec-83        387.1333
      Jan-84        370.8881
      Feb-84        385.955
      Mar-84        394.2636
      Apr-84        381.656
      May-84        377.2614
      Jun-84        377.6653
      Jul-84        346.4471
      Aug-84        347.6935
      Sep-84        340.9131
      Oct-84        340.1046
      Nov-84        341.1605
      Dec-84        319.1368
      Jan-85        302.7909
      Feb-85        298.8158
      Mar-85        303.9738
      Apr-85        324.3246
      May-85        316.0524
      Jun-85        316.5625
      Jul-85        317.4636
      Aug-85        330.4877
      Sep-85        323.0425
      Oct-85        326.0283
      Nov-85        325.4737
      Dec-85        322.4425
      Jan-86        345.4927
      Feb-86        339.4333
      Mar-86        345.42
      Apr-86        340.55
      May-86        342.4572
      Jun-86        342.7928
      Jul-86        348.85
      Aug-86        376.7095
      Sep-86        418.9143
      Oct-86        423.6174
      Nov-86        398.8139
      Dec-86        393.5558
      Jan-87        408.2595
      Feb-87        401.3184
      Mar-87        408.9136
      Apr-87        438.7214
      May-87        460.1225
      Jun-87        450.0043
      Jul-87        450.8091
      Aug-87        460.8786
      Sep-87        460.1976
      Oct-87        465.3546
      Nov-87        467.035
      Dec-87        486.3047
      Jan-88        476.58
      Feb-88        439.805
      Mar-88        443.6065
      Apr-88        451.8325
      May-88        450.8405
      Jun-88        451.3318
      Jul-88        437.6325
      Aug-88        431.3087
      Sep-88        412.93
      Oct-88        406.7857
      Nov-88        420.0684
      Dec-88        418.4905
      Jan-89        404
      Feb-89        387.7763
      Mar-89        390.1432
      Apr-89        384.4
      May-89        370.4068
      Jun-89        367.5977
      Jul-89        374.9775
      Aug-89        364.9283
      Sep-89        361.89
      Oct-89        366.8841
      Nov-89        392.29
      Dec-89        409.15
      Jan-90        410.1091
      Feb-90        416.8263
      Mar-90        393.0932
      Apr-90        374.265
      May-90        369.1909
      Jun-90        352.331
      Jul-90        362.5309
      Aug-90        395.0326
      Sep-90        389.4579
      Oct-90        380.7391
      Nov-90        381.7175
      Dec-90        378.1631
      Jan-91        383.6386
      Feb-91        363.8342
      Mar-91        363.3025
      Apr-91        358.3818
      May-91        356.8205
      Jun-91        366.7175
      Jul-91        367.5048
      Aug-91        356.2273
      Sep-91        348.775
      Oct-91        358.687
      Nov-91        359.5342
      Dec-91        361.0625
      Jan-92        354.4477
      Feb-92        353.8895
      Mar-92        344.3455
      Apr-92        338.4976
      May-92        337.2275
      Jun-92        340.8045
      Jul-92        353.0477
      Aug-92        342.9595
      Sep-92        345.5452
      Oct-92        344.3795
      Nov-92        335.0842
      Dec-92        334.5796
      Jan-93        329.02
      Feb-93        329.4605
      Mar-93        330.0544
      Apr-93        341.9143
      May-93        366.715
      Jun-93        371.8909
      Jul-93        392.481
      Aug-93        378.4546
      Sep-93        354.8595
      Oct-93        364.1314
      Nov-93        373.4255
      Dec-93        383.7048
      Jan-94        387.0833
      Feb-94        382.0105
      Mar-94        384.1718
      Apr-94        378.1842
      May-94        381.2072
      Jun-94        385.6373
      Jul-94        385.2675
      Aug-94        380.4252
      Sep-94        391.655
      Oct-94        389.525
      Nov-94        384.365
      Dec-94        379.6071
      Jan-95        378.5505
      Feb-95        376.5052
      Mar-95        392
      Apr-95        389.75
      May-95        385.5
      Jun-95        387.05
      Jul-95        383.35
      Aug-95        382.35
      Sep-95        384
      Oct-95        382.65
      Nov-95        387.8
      Dec-95        386.95
      Jan-96        405.55
      Feb-96        400.65
      Mar-96        396.35
      Apr-96        391.3
      May-96        390.55
      Jun-96        382
      Jul-96        385.3
      Aug-96        386.45
      Sep-96        379
      Oct-96        379.5
      Nov-96        373
      Dec-96        369.0025
      Jan-97        345.5
      Feb-97        358.6
      Mar-97        348.15
      Apr-97        340.15
      May-97        343.9
      Jun-97        334.55
      Jul-97        326.35
      Aug-97        325.35
      Sep-97        332.1
      Oct-97        311.4
      Nov-97        297
      Dec-97        287.05
      Jan-98        282.8


HONG KONG HANG SENG        CSFB ROS - Russian Index
Oct-89        2725.29       12/31/93  110.3
Nov-89        2748.35       1/31/94  124.6
Dec-89        2836.6        2/28/94  147.5
Jan-90        2751.6        3/31/94  265
Feb-90        2951.98       4/30/94  304.7
Mar-90        2997.98       5/31/94  438.3
Apr-90        2950.09       6/30/94  510.8
May-90        3132.32       7/31/94  636.8
Jun-90        3278.24       8/31/94 1446.4
Jul-90        3438.49       9/30/94 1411.1
Aug-90        3087.5        10/31/94 1131.2
Sep-90        2760.82       11/30/94  928
Oct-90        2990.96       12/31/94  796.1
Nov-90        2965.06       1/31/95  600.7
Dec-90        3024.55       2/28/95  472.8
Jan-91        3243.3        3/31/95  530.3
Feb-91        3552.14       4/30/95  443.3
Mar-91        3745.97       5/31/95  583.1
Apr-91        3588.36       6/30/95  783.4
May-91        3707.01       7/31/95  792
Jun-91        3668.64       8/31/95  742.8
Jul-91        4009.58       9/30/95  701.1
Aug-91        3998.26       10/31/95  618.2
Sep-91        3956.69       11/30/95  581.5
Oct-91        4038.74       12/31/95  626.8
Nov-91        4149.8        1/31/96  609
Dec-91        4297.33       2/29/96  559.3
Jan-92        4601.78       3/31/96  571.9
Feb-92        4929.06       4/30/96  756.7
Mar-92        4938.3        5/31/96 1025.2
Apr-92        5369.31       6/30/96 1395.4
May-92        6080.15       7/31/96 1106.8
Jun-92        6103.92       8/31/96 1310
Jul-92        5881.13       9/30/96 1197
Aug-92        5628.6        10/31/96 1285.8
Sep-92        5505.14       11/30/96 1357
Oct-92        6190.69       12/31/96 1390.2
Nov-92        5810.63       1/31/97 1928.2
Dec-92        5512.39       2/28/97 2277
Jan-93        5751.4        3/31/97 2144.2
Feb-93        6351.99       4/30/97 2161.7
Mar-93        6388.86       5/31/97 2484.1
Apr-93        6830.51       6/30/97 2902.2
May-93        7397.91       7/31/97 3499.3
Jun-93        7099.28       8/31/97 3337.2
Jul-93        6988.96       9/30/97 3554.8
Aug-93        7549.73       10/31/97 3071.9
Sep-93        7676.2        11/30/97 2370.8
Oct-93        9329.09       12/31/97 2832.8
Nov-93        9125.21
Dec-93       11888.39
Jan-94       11487.02
Feb-94       10410.23
Mar-94        9029.91
Apr-94        8966.07
May-94        9553.56
Jun-94        8758.41
Jul-94        9482.81
Aug-94        9929.39
Oct-94        9646.25
Nov-94        8466.26
Dec-94        8196.02
Jan-95        7342.65
Feb-95        8327.52
Mar-95        8587.72
Apr-95        8361.03
May-95        9407.38
Jun-95        9206.54
Jul-95        9453.42
Aug-95        9179.86
Sep-95        9646.34
Oct-95        9782.39
Nov-95        9813.34
Dec-95       10073.3
Jan-96       11359.7
Feb-96       11125.68
Mar-96       10957.2
Apr-96       10964.5
May-96       11264.7
Jun-96       11020.9
Jul-96       10681.4
Aug-96       11159
Sep-96       11902.4
Oct-96       12477.56
Nov-96       13530.95
Dec-96       13451.45
Jan-97       13403.29
Feb-97       13546.6
Mar-97       12534.32
Apr-97       12903.3
May-97       14757.8
Jun-97       15196.79
Jul-97       16365.71
Aug-97       15598.88
Sep-97       15049.3
Oct-97       10765.3
Nov-97       10590.1
Dec-97       10722.76

S&P 500 Total Return
Date       S&P 500 Total Return
Jan-88         257.473
Feb-88         269.475
Mar-88         261.15
Apr-88         264.038
May-88         266.322
Jun-88         278.544
Jul-88         277.487
Aug-88         268.067
Sep-88         279.488
Oct-88         287.27
Nov-88         283.176
Dec-88         288.116
Jan-89         309.214
Feb-89         301.508
Mar-89         308.542
Apr-89         324.562
May-89         337.693
Jun-89         335.778
Jul-89         366.095
Aug-89         373.252
Sep-89         371.738
Oct-89         363.106
Nov-89         370.511
Dec-89         379.409
Jan-90         353.937
Feb-90         358.496
Mar-90         367.995
Apr-90         358.815
May-90         393.801
Jun-90         391.144
Jul-90         389.89
Aug-90         354.648
Sep-90         337.388
Oct-90         335.952
Nov-90         357.668
Dec-90         367.631
Jan-91         383.642
Feb-91         411.078
Mar-91         421.032
Apr-91         422.029
May-91         440.235
Jun-91         420.067
Jul-91         439.646
Aug-91         450.062
Sep-91         442.53
Oct-91         448.48
Nov-91         430.409
Dec-91         479.633
Jan-92         470.695
Feb-92         476.791
Mar-92         467.518
Apr-92         481.241
May-92         483.6
Jun-92         476.409
Jul-92         495.872
Aug-92         485.723
Sep-92         491.431
Oct-92         493.129
Nov-92         509.92
Dec-92         516.178
Jan-93         520.494
Feb-93         527.587
Mar-93         538.719
Apr-93         525.698
May-93         539.761
Jun-93         541.341
Jul-93         539.164
Aug-93         559.621
Sep-93         555.33
Oct-93         566.817
Nov-93         561.414
Dec-93         568.202
Jan-94         587.519
Feb-94         571.567
Mar-94         546.654
Apr-94         553.664
May-94         562.75
Jun-94         548.956
Jul-94         566.982
Aug-94         590.228
Sep-94         575.795
Oct-94         588.731
Nov-94         567.286
Dec-94         575.705
Jan-95         590.635
Feb-95         613.653
Mar-95         631.76
Apr-95         650.363
May-95         676.357
Jun-95         692.067
Jul-95         715.018
Aug-95         716.815
Sep-95         747.066
Oct-95         744.396
Nov-95         777.074
Dec-95         792.042
Jan-96         819
Feb-96         826.593
Mar-96         834.55
Apr-96         846.854
May-96         868.694
Jun-96         872.008
Jul-96         833.482
Aug-96         851.064
Sep-96         898.966
Oct-96         923.76
Nov-96         993.584
Dec-96         973.897
Jan-97        1034.741
Feb-97        1042.851
Mar-97        1000.02
Apr-97        1059.701
May-97        1124.219
Jun-97        1174.586
Jul-97        1268.045
Aug-97        1197.007
Sep-97        1262.563
Oct-97        1205.79
Nov-97        1271.83
Dec-97        1299.34

 ................................................................................

500 and the Dow  Jones  Utility  Average  were  1.63% and  4.31%,  respectively.
REITs,which  are paying  attractive  dividends and have solid growth  prospects,
continue to be an attractive place to wait out an uncertain environment.

We still  believe  hotel and office REITs have the best  fundamentals.  We favor
upscale resort and destination hotels.  Robust economic growth has fostered huge
demand for the upscale  rooms.  In the office sector it is estimated that in the
next 12 months  about 69 million  square feet of new office space will be coming
online, but demand is expected to be about 200 million square feet.

Real  Estate  Fund  shareholders  received  a ballot in which you were  asked to
approve a new  sub-advisory  agreement among the Fund, U.S. Global Investors and
Goodman & Company  N.Y.  Ltd.  Please  mail in your vote if you have not already
done so.

ALL AMERICAN EQUITY FUND

It was a good year for American blue chip stocks. Despite the dip in October, by
December  the S&P was up more than 25% for the year.  Uncertainty  in the global
market--  prompted by Asian  turmoil--saw  emerging market and global  investors
taking their money out of overseas  stocks and investing it closer to home.  The
dip in October did not overly  affect the Fund.  We had a moderate  cash holding
because market values were high,  and we used it to purchase  stocks at the time
of that correction. We believe the economy is still in a non-inflationary period
and as such are investing in the financial and insurance sectors.  The situation
in  Asia  will  probably  hurt  corporate  earnings  due to  decreased  exports,
particularly  in the  technology  sector.  We are managing the Fund to limit our
exposure to Asia and to take advantage of low inflation.

CHINA REGION OPPORTUNITY FUND

The turmoil in Asia sent money out of equity markets there, resulting in falling
stock prices.  Previously we were not heavily invested in the real estate sector
in Hong Kong though we are now buying real estate at great prices.  The currency
crisis in South Korea and declines in Hong Kong affected sentiment toward China,
causing market declines which created even more negative  sentiment.  Many great
companies are trading well below valuation levels.  Holdings in the Fund haven't
changed substantially. Market reform and privatization still continue on a large
scale.  The  government  slashed the  interbank  deposit  rate to spur  economic
growth.  However,  the  government  is  more  conservative  in the  wake  of the
surrounding  problems in Asia.  Markets will remain  volatile in the short term.
The fundamentals for China remain strong.

FIXED INCOME FUNDS:

U.S. Government Securities Savings Fund, Tax Free Fund, Near Term Tax Free Fund,
 and U.S. Treasury Securities Cash Fund

The yield  curve for  bills,  notes  and  bonds has been  flattening  out due to
expected lower inflation in the future.  The Federal Reserve Board did not raise
interest  rates  the  fourth  quarter  of 1997,  nor do we  expect  it to in the
foreseeable  future.  A weakening  global  economy due to Asian  turmoil and the
decline  in desire for goods will push down the  Consumer  Price  Index and will
most  likely  relax the labor  market--resulting  in global  disinflation.  Alan
================================================================================
(page 8 of 12)

                           SHAREHOLDER    REPORT

 ................................................................................

Market Indices

(Linear graph plotted from data in table below) 

             Canada TSE Gold TR           13.57%
           1/29/93   5624.712
           2/26/93   6373.684
           3/31/93   7142.412
           4/30/93   8319.334
           5/31/93   9327.533
           6/30/93  10098.44
           7/30/93  10936.18
           8/31/93  10090.33
           9/30/93  8827.396
          10/29/93  10559.89
          11/30/93  10432.06
          12/31/93  11269.67
           1/31/94  11376.81
           2/28/94  10633.72
           3/31/94  10885.14
           4/29/94  9621.016
           5/31/94  10338.02
           6/30/94  9665.035
           7/29/94  9614.604
           8/31/94  10095.01
           9/30/94  11443
          10/31/94  10341.97
          11/30/94  8947.386
          12/30/94  9598.167
           1/31/95  8405.394
           2/28/95  9001.126
           3/31/95  10214.29
           4/28/95  10249.38
           5/31/95  10692.37
           6/30/95  10775.57
           7/31/95  10756.79
           8/31/95  10962.59
           9/29/95  11081.87
          10/31/95  9740.929
          11/30/95  10813.66
          12/29/95  10801.96
           1/31/96  12399.7
           2/29/96  12857.61
           3/29/96  12960.88
           4/30/96  12848.18
           5/31/96  13654.66
           6/28/96  11492.16
           7/31/96  11550.03
           8/30/96  12172.05
           9/30/96  11528.46
          10/31/96  11709.59
          11/29/96  12067.09
          12/31/96  11732.93
           1/31/97  11226.27
           2/28/97  12017.99
           3/31/97  9748.838
           4/30/97  8960.889
           5/30/97  9703.142
           6/30/97  8595.667
           7/31/97  8562.918
           8/29/97  8438.502
           9/30/97  9358.956
          10/31/97  7661.695
          11/28/97  5709.836
          12/31/97  6388.172



                         RUSSELL 2000
                      
                      Feb-92         205.11
                      Mar-92         211.15
                      Apr-92         203.7
                      May-92         196.26
                      Jun-92         198.52
                      Jul-92         188.58
                      Aug-92         194.74
                      Sep-92         188.79
                      Oct-92         192.91
                      Nov-92         198.91
                      Dec-92         213.81
                      Jan-93         221.01
                      Feb-93         228.1
                      Mar-93         222.41
                      Apr-93         229.21
                      May-93         222.68
                      Jun-93         232.19
                      Jul-93         233.35
                      Aug-93         236.46
                      Sep-93         246.19
                      Oct-93         252.95
                      Nov-93         259.18
                      Dec-93         250.41
                      Jan-94         258.59
                      Feb-94         266.52
                      Mar-94         265.53
                      Apr-94         251.06
                      May-94         252.55
                      Jun-94         249.28
                      Jul-94         240.29
                      Aug-94         244.06
                      Sep-94         257.32
                      Oct-94         256.12
                      Nov-94         255.02
                      Dec-94         244.25
                      Jan-95         250.36
                      Feb-95         246.85
                      Mar-95         256.57
                      Apr-95         260.77
                      May-95         266.17
                      Jun-95         270.25
                      Jul-95         283.63
                      Aug-95         299.72
                      Sep-95         305.31
                      Oct-95         310.38
                      Nov-95         296.25
                      Dec-95         308.58
                      Jan-96         315.97
                      Feb-96         315.38
                      Mar-96         324.93
                      Apr-96         330.77
                      May-96         348.28
                      Jun-96         361.85
                      Jul-96         346.61
                      Aug-96         316
                      Sep-96         333.88
                      Oct-96         346.39
                      Nov-96         340.57
                      Dec-96         354.11
                      Jan-97         362.61
                      Feb-97         369.45
                      Mar-97         360.05
                      Apr-97         342.56
                      May-97         343
                      Jun-97         380.76
                      Jul-97         396.37
                      Aug-97         414.48
                      Sep-97         423.43
                      Oct-97         453.82
                      Nov-97         433.262
                      Dec-97         429.922


                          Historical Treasury Yield Curve

                                   
          12/31/96    12/31/97 
           years       years        yields       yields      change
          -------    ---------      ------       ------      ------  
            0.25        0.25        5.1860       5.3420      0.1560
            0.5         0.5         5.2970       5.4350      0.1380
            1           1           5.4880       5.4760     -0.0120
            2           2           5.8680       5.6420     -0.2260
            3           3           6.0100       5.6690     -0.3410
            5           5           6.2060       5.7050     -0.5010
           10          10           6.4180       5.7410     -0.6770
           30          30           6.6410       5.9240     -0.7170

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

INVESTMENT IDEA                             (graphics: picture of a light bulb)

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

For more  information,  including charges and expenses,  call  1-800-US-FUNDS or
visit our Web site at  www.us-global.com  for a free prospectus.  Please read it
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.

 ................................................................................


Greenspan  won't  raise  interest  rates  unless  he wants to  trigger  an Asian
currency collapse.  We therefore expect no action in the February meeting of the
Federal Reserve Board. We don't  anticipate  major changes in the bond market at
this time.

ADRIAN DAY GLOBAL OPPORTUNITY FUND

A bear  market in global  equities  may have  begun.  We are likely to see lower
prices in the year ahead, as the markets are overvalued. The Fund will strive to
preserve  and grow  capital  by taking  advantage  of falling  share  values and
avoiding  the most  vulnerable  markets.  In the year  ahead we will  search for
uncorrelated  markets and  selective  buying  opportunities.  Asia is  extremely
inexpensive,  though  emerging  markets  only make up a small  part of the fund.
Significant  market  volatility has presented the  opportunity to make lucrative
trades.

REGENT EASTERN EUROPEAN FUND

Central and Eastern  Europe should be among the markets least  affected by Asian
turmoil.  There are two reasons for this; first, only 1/2% of Eastern Europe GDP
trade is with Asia;  second,  Eastern  Europe  benefits  directly  from  Western
Europe,  the  strongest  world  economic  region  outside  of the U.S.  On these
fundamental growth prospects therefore,  the Eastern European crash represents a
real buying opportunity. In 1998 growth across the region should increase versus
1997.  These economies are being driven by internal demand and by the transition
to a free market economy more than by world growth.  The internal  restructuring
that is  taking  place in the  less  developed  markets  in the  region  and the
beginnings of wealth  accumulation in the more developed countries make internal
influences the major drivers of economic growth.

MEGATRENDS FUND

The U.S. economy in 1997 experienced strong growth and low inflation.  Like last
year the gains  were  largely  concentrated  in the blue  chips.  There were two
events that sparked  significant  sell-offs  this year. One was the rate hike by
Mr.  Greenspan  in the first  quarter  and the other  was the  continuing  Asian
currency  crisis.  The U.S.  market  bounced back  vigorously  after the October
decline.  The strong  dollar  continues to hold down prices on goods.  Sooner or
later the dollar  will lose  ground and that could lead to a hike in  inflation.
For now we remain cautiously optimistic.

INCOME FUND

Creston King and Michael Chapman took over  joint-management  of the Fund in the
fourth  quarter.  Their goal is to add a fixed  income  component to the Fund to
increase dividends.  To this end they are increasing the portfolio's exposure to
corporate bonds.  They are also committed to staying with the low cost producers
in the utility market. The telephone and electric stocks have underperformed the
market due to  regulatory  uncertainty.  Natural  gas stocks have done better in
part because they are at the end of their  deregulation  process.  Low inflation
remains a positive factor in the performance of the Fund.

STATEMENT SURVEY RESULTS:

We received an overwhelming response to the statement survey included with  the
last shareholder report. In it we asked what information you would like to see
included in your monthly statements. Most of you are satisfied with the 
statements you are receiving.  Here are some of the results:

1        57% would like to receive statements monthly. 33% would prefer 
         quarterly statements.
================================================================================
(page 9 of 12)

                           SHAREHOLDER    REPORT

2        In answer to the question, how informative are your current statements;
         59% described them as good. 29% as excellent.
3        56% are interested in receiving one consolidated statement for all 
         U.S.Global Investors' accounts. 33% are not.

We are taking  all the  results of the  survey  into  consideration  as we begin
working with DST. The conversion will allow us to make the necessary adjustments
to provide you better service faster.

 ................................................................................

THE  FOLLOWING  FUNDS PAID  DIVIDENDS  AND/OR  DISTRIBUTIONS  FOR THE YEAR ENDED
DECEMBER 31,1997:

Fund              Total Distributions and Dividends (Per Share)

Near Term Tax Free                  $.455
Tax Free                            $.582
Gold Shares                         $.036
World Gold                          $.139
Global Resources                    $.905
All American Equity                 $.819
Income                              $2.386
Real Estate                         $.740
China Region Opportunity            $.047
MegaTrends                          $2.022
Adrian Day                          $.137
Regent Eastern European             $.057
Bonnel                              $3.563*
U.S. Treasury Securities Cash       $.04378
U.S. Government Securities Savings  $.05220

*distributed November 18, 1997

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.
 ................................................................................

NEW RESEARCH MAKES THE CASE FOR THE CONTRARIAN FUND CHOICE:

A new analysis from  Morningstar,  Inc. suggests that investors who buy into the
funds   that   others   are   leaving   stand  a  good   chance   of   realizing
greater-than-average returns.  Morningstar's researchers first identified all of
the equity funds in their  database that suffered net outflows in any year since
1987.  Then they  calculated the one-,  two-,  and three-year  total returns for
those funds starting with the year after the net outflow.  The researchers found
that  funds  which  suffered  a net  outflow  during  any given  year went on to
out-earn the average  equity fund during the three  subsequent  years 78% of the
time.  Morningstar's  researchers  also found that this  relationship  held true
whether the subject  fund was a net gainer or net loser in total  return  during
the year it suffered the outflow.

HAPPY CHINESE
NEW YEAR!

The Year of the Tiger is approaching. January 28 is the beginning of the Chinese
New Year which will be celebrated  between  January 24 and February 15.  Customs
observed  during this period  include  lining the streets with flowers,  plants,
food, candies and fruit;  symbols for a new beginning and a prosperous new year.
Well-behaved  children are given "lat  see"--lucky  money in red envelopes  from
relatives  and  friends  as a way  of  sharing  wealth  and  offering  favorable
greetings.

(graphics: picture of a tiger)
 ................................................................................

GLOBAL I.Q. QUIZ ANSWERS

1     The 510-Year Civilization Cycle.
2     The US Global Investors, corporate logo.
3     GNP. Consumption.
4     The Currency Market.
5     Private ownership of property, pursuit of personal profit and competition.
6     Technical analysis is visual, and uses  advance/decline  lines,  moving
      averages,  yield curves, market momentum, and other graphic information
      to determine the potential profitability of an investment.  Fundamental
      analysis examines the quality of a company's  management,  the expected
      or measured economic results of political events,  psychological trends
      and consumer sentiment.
7     Wall Street. "The Street", as it is often called, contains the New York 
      Stock Exchange, the American Stock Exchange, government and municipal 
      securities dealers, investment banks, trust companies, the Federal Reserve
      Bank, and headquarters of utilities, brokerage and insurance companies,
      and the International Cotton, Coffee, Sugar, Cocoa, and Commodity 
      Exchanges.
8     The Virginia Company of London, a joint-stock company eager to find new 
      outlets for investment, began the Jamestown enterprise. Site of the first 
      permanent British settlement in North America, Jamestown was founded on  
      May 14, 1607, and was located on a peninsula (later Jamestown Island) in 
      the James River in Virginia. During the first two years of its existence, 
      the Virginia colony proved an extraordinarily bad investment. Ultimately
      the cultivation and export of tobacco made the Jamestown enterprise
      quite profitable.
================================================================================
(page 10 of 12)

                           SHAREHOLDER    REPORT


LIFE IN THE 21ST CENTURY

News & Notes From

  Shareholder Services


You've heard the doomsday predictions for the year 2000: At midnight on December
31st,  1999  the  computer  systems,  databases,  software  programs  and  other
materials which handle  financial  records around the world will crash or revert
to the year 1901; eliminating account records,  disrupting dividends and causing
bookkeeping  mayhem.  Companies have spent billions  rewriting code, testing and
checking their systems for the "millenium bug" or "Year 2000 Problem".

U.S. Global  Investors and DST handle all  transactions  relating to our fifteen
funds  and are  committed  to be "Year  2000"  compliant  for all  products  and
services by the end of 1998.  Compliance  means that our  products  and services
will operate correctly when doing comparisons,  calculations or other operations
involving dates in both the twentieth and twenty-first centuries.

We started our own "Year 2000"  analysis in 1995.  We have  identified  all date
fields in all data files and have  identified  all references to these fields in
all of our programs.  Last year we ran a test of the operating  system we called
"A Weekend in the 21st  Century".  We moved the system  clock up to 11:59  P.M.,
December  31,  1999,  and let it turn  over to the next  year.  All parts of the
operating  system  worked  perfectly.  This means  that when a program  asks the
system for the date with a  four-digit  year,  the system will  respond with the
proper century.


QUESTIONS FROM                     (graphics: picture of an old typewriter)
 SHAREHOLDERS


Q: I RECEIVE A STATEMENT EACH TIME I MAKE A TRANSACTION IN MY MONEY MARKET FUND.
I WOULD PREFER TO RECEIVE ONLY A MONTHLY  STATEMENT  REGARDLESS OF THE NUMBER OF
TRANSACTIONS  I  PERFORM,  IS THIS  POSSIBLE?  

A: Yes, simply call one of our investor  representatives and tell them you would
prefer to get only one money  market  statement  at the end of the month  rather
than after each transaction.

Q: CAN I PURCHASE SHARES OF MY FUND OVER THE TELEPHONE?

A: Yes,  you may  purchase up to 10 times the value of your equity  account over
the  telephone  and receive that day's  closing price as long as you call before
the market closes.  We must receive your payment  within 7 business  days.  This
option is not available for Money Market or IRA accounts.

Q: DO YOU HAVE AN AUTOMATED EXCHANGE SYSTEM?

A: Yes, if you have a touch tone telephone, you can exchange up to $50,000 a day
between accounts with the same registration. Just press option number 2 when you
call our automated  system.  Make sure you get a  confirmation  number to ensure
your trade was processed.

 ................................................................................

EMPLOYEE SPOTLIGHT

(graphics: picture of Annette Traber)

ANNETTE TRABER

If  you've  ever  called  U.S.  Global  Investors,  you've  benefited  from  the
competence of Annette Traber, our Assistant V.P. of Shareholder  Communications.
Annette goes the extra mile for our shareholders. She oversees the activities of
our Investor  Representatives,  finds the answers to those questions which stump
even  our  Fund  Specialists,   arranges  further  education  for  our  Investor
Representatives, and makes sure that all operations are performed within company
and SEC guidelines. Annette views the upcoming change to DST as both a challenge
and an opportunity.  On the one hand it will mean more information and thus more
work for  Investor  Representatives.  On the other  hand,  it means that all the
information   regarding  the  activity  in  a  shareholder's   account  will  be
immediately  available  to the  shareholder,  allowing  us to serve you  better.
Annette has 13 years experience with U.S. Global Investors.

For more  information,  including charges and expenses,  call  1-800-US-FUNDS or
visit our Web site at  www.us-global.com  for a free prospectus.  Please read it
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.

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(page 11 of 12)

                           SHAREHOLDER    REPORT


RETIREMENT TIPS FOR 1998

1998  will be  better  than  ever for you to make  the  most of your  retirement
savings.

RETIREMENT  TIP 1:  If your  employer  has a  retirement  plan,  participate!  A
qualified retirement plan maximizes  retirement savings.  There are a variety of
different plans your employer may adopt including 401(k)s, 403(b)s, SIMPLE plans
and  SEP  IRAs,  and  your  employer  will  often  match  contributions  up to a
percentage--that's like free money. If you are self- employed and don't yet have
a retirement plan in place for yourself and your employees, consider opening one
in the new year.

RETIREMENT  TIP 2: Open an IRA. An IRA is an  important  retirement  instrument,
even if you are  covered  by a plan at  work.  Anyone  with  earned  income  can
contribute  to an IRA. It doesn't  matter if you already  have a 401(k) or other
plan. And if you have a non-working  spouse, you can contribute up to $2,000 for
him or her. The limit was raised in 1997 from $250.

RETIREMENT  TIP 3:  Contribute  to your IRA  early  in the  year.  The  power of
compounding is amazing.  For example, an investor who invests $2000 in an IRA on
January  1st every year for 30 years at 10% ends up with  $33,000  more than the
same investor who waits until  December 31st to make the same  contribution.  If
you  don't  have  the  extra  cash to make a lump  sum  contribution,  set up an
automatic investment plan. It only takes $167 per month to fully fund an IRA.

ROTH VS REGULAR IRA: For most investors the Roth IRA is the more  attractive IRA
option because its tax-free  distributions maximize your retirement savings. The
Roth IRA is always going to be a better alternative to a non-deductible  regular
IRA.  In  addition,  the  Roth IRA may be a better  option  because  it has more
flexible  distribution  requirements.  With a Roth IRA,  you can  withdraw  your
contributions  tax-free and  penalty-free  at any  time--You pay taxes and early
withdrawal penalties only on earnings in excess of your contributions.  The main
reason to open a regular  IRA is if you can  deduct  your  contribution  and you
expect your tax bracket to drop after retirement.

Don't forget you can have both. If your income limits you to a particular amount
you can deduct,  you can always put that amount in a regular IRA and  contribute
the rest to a Roth.

JUST A REMINDER:

*  Qualified  distributions  from a regular IRA now include 1) a first time home
purchase  up to $10,000;  2)  qualified  higher  education  expenses;  3) to pay
medical  expenses in excess of 7.5% of your annual income;  and 4) to pay health
insurance premiums if you have been receiving  unemployment  compensation for 12
consecutive weeks.

YOU CAN OPEN AN IRA WITH U.S. GLOBAL  INVESTORS IN ANY OF FOUR WAYS

* Contribute a lump sum all at one time (up to $2000 per  individual  per year).
* Set up an ABC Investment Plan to fund your IRA gradually.
* With a transfer rollover from another IRA.
* By rolling over a distribution from an existing retirement plan.

CONSULT WITH YOUR TAX ADVISOR

Because there are many variables in an individual's tax situation,  we recommend
that you consult with your tax advisor before making any final  decisions.  Call
1-800-US-FUNDS for more information.

 ................................................................................

YOUR RETIREMENT

Changes to Watch for:

In March,  we will be linked with DST. All of your account numbers will stay the
same.  However, a new three- digit fund number will precede your account number.
You'll need to use this fund number to make  transactions on the automated phone
system. And if you know the fund numbers,  our Investor  Representatives will be
able to process your request faster.

*    The information on your account statements will be printed in all capital 
     letters.
*    The descriptions of your transactions may be worded slightly differently.
*    In March, you will receive notification of the change to UMB.
*    You will receive new checks drawn on UMB in the mail.
*    You will need to use up or destroy your Banker's Trust checks by July 1.


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

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 K. Filyk, Editor
Mark Tablot-Kelly, Creative Director
William Chaffey, Associate Editor
Contributors:  Robin Ewing, Wendy Ortega, Christina Frances, Tom Hewitt.

- --------------------------------------------------------------------------------
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(page 12 of 12)

                           SHAREHOLDER    REPORT


EXPERT INSIGHTS

It may have escaped  your notice that there are actually two bull markets  going
on right now: in stocks and in bankruptcies!  Last year the national  bankruptcy
rate soared 20 percent as 1.3 million Americans  declared  bankruptcy.  Too many
people are missing  the boat in this rising tide of economic  growth -- probably
because they have no idea of how to get on board.

For the past year I've been traveling around the country presenting "Money 101",
a free  seminar  sponsored by the National  Foundation  for Consumer  Credit and
VISA.  It's  designed to show  people that they can pay off their debts  without
going  bankrupt,  and to show them that there is hope for financial  security in
the future. In fact, I announce that once they pay down those credit card bills,
they can "buy into the stock market with $100 down and $1 a day!"

I'm talking  about the All American  Equity  Fund,  and the ABC plan that allows
people of ordinary  means to set aside even small  amounts of money for college,
retirement, and financial freedom. Do you know how exciting it is for people who
have never invested to realize that they have a chance to really  participate in
the growth of America?

Here's the story I tell them:  If you charge $2,000 on your credit card and make
only minimum monthly  payments,  at 19.8 percent  interest and a $40 annual card
fee, it will take you 31 years and 2 months to pay off your bill! And you'll pay
an additional $8,202 in interest along the way!

Where would you be in that same 31 years if you had decided to invest the money?
Well,  let's put it in a S&P 500 Index  Fund,  inside an  Individual  Retirement
Account (IRA). If the market does only as well in the next 31 years as it has in
the past 31 years (not even including the stellar returns of 1996 and 1997), the
average  annual  return  would be 10.6  percent  per year.  In 31 years your IRA
account would be worth $45,540!

By the way, I tell them that if you'd made that same  $2,000  investment  choice
every year for 31 years, you'd have an account worth $453,252, based on the same
assumptions. My son asked me to calculate what would happen if he started an IRA
at age 20 and  didn't  take the  money  out  until  age  70-1/2  under  the same
assumptions. The answer: the account could be worth nearly $3.2 million!

Now, I know better than most,  that there are no guarantees in the stock market.
As the first woman trader on the Chicago  Board  Options  Exchange I watched the
huge market  decline of 1973-74 where the S&P fell nearly 48 percent from top to
bottom. But as a long-term investor, I also have faith in the future of America.
So while the  market  has its ups and downs,  a long term  program of  automatic
saving and investing should be your best chance at true financial freedom.

That's a lesson from Money 101.  Pass on these  numbers to your own  children or
grandchildren, or to your friends and employees. Better yet, get them started on
their own automatic investment plan.

 ................................................................................

GUEST COLUMN


(graphics: picture of Terry Savage)


By Terry Savage

Terry Savage is an award-winning financial author and television money adviser.
She  writes a weekly  syndicated  column for the  Chicago  Sun- Times and is the
on-line personal finance expert for Barron's magazine.  She is the author of the
bestselling  Terry  Savage Talks  Money.  Savage has  received  the  Outstanding
Consumer  Journalism  Award  from  the  National  Press  Club,  an Emmy  for her
hour-long special on money, "It Doesn't Grow on Trees" and in 1997 was named the
nation's  outstanding  personal  finance  columnist  by  the  Medill  School  of
Journalism at  Northwestern  University.  You can read Terri's columns and reach
her on-line at www.suntimes.com.





For more  information,  including charges and expenses,  call  1-800-US-FUNDS or
visit our Web site at  www.us-global.com  for a free prospectus.  Please read it
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.
================================================================================


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