US GLOBAL INVESTORS FUNDS
485BPOS, 1999-11-01
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    |_|
Pre-Effective Amendment No.                                                |_|
                            ---------
Post-Effective Amendment No.   85                                          |x|
                             -------
                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.   85                                                         |x|
              -------

                        (Check appropriate box or boxes)


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

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

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

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

Approximate Date of Proposed Public Offering: ________

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

|x|  immediately upon filing pursuant to paragraph (b)

|_|  on November 1, 1999, pursuant to paragraph (b)

|_|  60 days after filing  pursuant to  paragraph  (a)(i) x on November 1, 1999,
     pursuant to paragraph (a)(i)

|_|  75 days after filing pursuant to paragraph (a)(ii)

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

If appropriate, check the following box:

|_|  this  post-effective  amendment  designates  a  new  effective  date  for a
     previously filed post-effective amendment

<PAGE>

- --------------------------------------------------------------------------------
                  PART A: INFORMATION REQUIRED IN A PROSPECTUS
- --------------------------------------------------------------------------------

PROSPECTUS

U.S. GLOBAL INVESTORS FUNDS

EQUITY FUNDS        China Region Opportunity Fund
                    All American Equity Fund
                    Real Estate Fund
                    Equity Income Fund

GOLD AND NATURAL    Gold Shares Fund
RESOURCES FUNDS     World Gold Fund
                    Global Resources Fund

TAX-FREE FUNDS      Tax Free Fund
                    Near-Term Tax Free Fund

GOVERNMENT          U.S. Government Securities Savings Fund
MONEY MARKET        U.S. Treasury Securities Cash Fund
FUNDS

PROSPECTUS
NOVEMBER 1, 1999

These  securities  have not been approved or  disapproved  by the Securities and
Exchange  Commission or any state  securities  commission nor has the Securities
and  Exchange  Commission  or any state  securities  commission  passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

                                                            {GRAPHIC: USGI logo]

<PAGE>

TABLE OF CONTENTS

     RISK/RETURN SUMMARY ...........................................      1

       Equity Funds
         Fundamental Investment Objectives .........................      1
         Main Investment Strategies ................................      1
         Main Risks ................................................      2
         Volatility and Performance Information ....................      3
       Gold and Natural Resources Funds
         Fundamental Investment Objectives .........................      7
         Main Investment Strategies ................................      7
         Main Risks ................................................      7
         Volatility and Performance Information ....................      9
       Tax-Free Funds
         Fundamental Investment Objective ..........................     12
         Main Investment Strategies ................................     12
         Main Risks ................................................     12
         Volatility and Performance Information ....................     13
       Government Money Market Funds
         Fundamental Investment Objectives .........................     15
         Main Investment Strategies ................................     15
         Main Risks ................................................     16
         Volatility and Performance Information ....................     16

     FEES AND EXPENSES .............................................     19

     FUNDAMENTAL INVESTMENT OBJECTIVE, PRINCIPAL
      INVESTMENT STRATEGIES AND RELATED RISKS ......................     22
       Equity Funds ................................................     22
       Gold and Natural Resources Funds ............................     24
       Tax-Free Funds ..............................................     27
       Government Money Market Funds ...............................     29

     FUND MANAGEMENT ...............................................     32

     COMMON INVESTMENT PRACTICES AND
      RELATED RISKS ................................................     33

     HOW TO BUY SHARES .............................................     39

     HOW TO SELL (REDEEM) SHARES ...................................     42

     EXCHANGING SHARES .............................................     44

     IMPORTANT INFORMATION ABOUT PURCHASES,
      REDEMPTIONS AND EXCHANGES ....................................     45
       Funds Reserve Certain Rights ................................     45
       Account Minimums ............................................     45
       Net Asset Value (NAV) Calculation ...........................     45
       Signature Guarantee/Other Documentation .....................     46

     OTHER INFORMATION ABOUT YOUR ACCOUNT ..........................     47

     ADDITIONAL INVESTOR SERVICES ..................................     48

     DISTRIBUTIONS AND TAXES .......................................     49

     FINANCIAL HIGHLIGHTS ..........................................     50

     APPENDIX ......................................................     58

<PAGE>

RISK/RETURN SUMMARY

EQUITY FUNDS

China Region Opportunity Fund
All American Equity Fund
Real Estate Fund
Equity Income Fund

FUNDAMENTAL INVESTMENT OBJECTIVES

The China Region Opportunity (China Region),  All American Equity (All American)
and Real Estate Funds seek long-term capital  appreciation.  Current income is a
secondary consideration for the Real Estate Fund.

The trustees for the China Region and All American  Funds may change each fund's
objective  without  shareholder  vote,  and each  fund  will  notify  you of any
changes.  If there is a material change to a fund's  objective or policies,  you
should consider whether the fund remains an appropriate investment for you.

The Equity Income Fund,  formerly the Income Fund, seeks preservation of capital
and,  consistent  with that objective,  production of current income.  Long-term
capital appreciation is a secondary consideration.

MAIN INVESTMENT STRATEGIES

The China  Region  Fund  normally  invests  at least 65% of its total  assets in
equity securities issued by China region companies. The China region consists of
the  People's  Republic  of China (PRC or  China),  Hong  Kong,  Taiwan,  Korea,
Singapore, Thailand and Malaysia.

The All  American  Fund  normally  invests at least 75% of its total assets in a
broadly  diversified  portfolio  of domestic  common  stocks.  The fund  invests
primarily in large-capitalization stocks while retaining the flexibility to seek
out promising small- and mid-cap stock opportunities.

The Real Estate Fund  normally  invests at least 65% of its total assets in real
estate equity  securities  listed on a national  securities  exchange or Nasdaq.
While the fund invests  primarily in securities issued by real estate investment
trusts  (REITs),  it may also invest in securities  issued by other companies in
the real estate industry such as homebuilders and developers.

The Equity  Income  Fund  normally  invests at least 80% of its total  assets in
income-producing equity and debt securities.  Under normal conditions,  at least
65% of the fund's assets are invested in equity securities.  With an emphasis on
both  income  generation  and  capital   appreciation   through   value-oriented
investing, the fund focuses on securities of companies that have strong earnings
and dividend growth and that demonstrate attractive value.

                                                                               1

<PAGE>

The portfolio team for each fund applies a "top-down" and  "bottom-up"  approach
in selecting investments.

For more information on the funds' investment strategies, please see page 22.

MAIN RISKS

The funds are designed  for  long-term  investors  who are willing to accept the
risks of investing in a portfolio with  significant  stock  holdings.  The China
Region Fund is designed for long-term investors who can accept the special risks
of  investing in the China  region,  which  typically  are not  associated  with
investing in other more established economies or securities markets.

MARKET RISK

The value of a fund's shares will go up and down based on the performance of the
companies  whose  securities it owns and other factors  affecting the securities
market generally.

FOREIGN SECURITIES RISK

The China Region Fund has significant  exposure to foreign markets. As a result,
the fund's  performance  may be affected to a large  degree by  fluctuations  in
currency  exchange  rates or  political or economic  conditions  in a particular
country in the China  region.  Countries in the China region are also subject to
greater social and regulatory uncertainties and to changes in Chinese government
policy.

REAL ESTATE RISK

Because  the Real  Estate Fund  invests in REITs and equity  securities  of real
estate  companies,  the fund is more  susceptible to risks  associated  with the
direct ownership of real estate,  including real estate valuation,  fluctuations
in interest  rates and occupancy  rates,  and risks related to general and local
economic conditions.

INCOME RISK

The Equity  Income  Fund is subject to income  risk,  which is the risk that the
fund's  dividends  (income)  will  decline  due to  falling  interest  rates  or
declining dividends by companies in which the fund invests.

The funds are not intended to be a complete investment program,  and there is no
assurance that their investment objectives can be achieved.

Additional  risks of the funds are  described on page 22 of the  prospectus.  As
with all mutual funds, loss of money is a risk of investing in any of the funds.

An  investment  in  these  funds is not a bank  deposit  and is not  insured  or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.

2

<PAGE>

VOLATILITY AND PERFORMANCE INFORMATION

The following bar charts and tables show the volatility of each fund's  returns,
which is one  indicator of the risks of  investing  in the fund.  The bar charts
show  changes  in each  fund's  returns  from  year to year  during  the  period
indicated.  The tables  compare each fund's  average annual returns for the last
1-, 5- and 10-year  periods  (or life of the fund,  if  shorter),  to those of a
broad-based  securities market index. How each fund performed in the past is not
an indication of how it will perform in the future.

CHINA REGION FUND

     [GRAPHIC: Bar chart plotted from data in table below]

       ANNUAL TOTAL RETURNS *
     ------------------------
     CALENDAR YEAR     RETURN
     -------------    --------
        1995          (14.09%)
        1996           27.85%
        1997          (22.45%)
        1998          (33.28%)

     * As of September 30, 1999, the fund's year-to-date return was 31.51%.

     Best quarter shown in the bar chart above:
     18.55% in fourth quarter 1996

     Worst quarter shown in the bar chart above:
     (33.71)% in fourth quarter 1997

     AVERAGE ANNUAL TOTAL RETURNS                                 SINCE
     (FOR THE PERIODS ENDED                                   INCEPTION
     DECEMBER 31, 1998)                             1 YEAR    (2/10/94)
     ----------------------------                  --------   ---------
     CHINA REGION FUND                             (33.28)%    (16.71)%
     Morgan Stanley Capital Far
      East ex Japan Index *                        (7.16)%     (12.06)%
     Hang Seng 100 Index **                        (6.29)%     (2.68)%
     International Finance
      Corporation China
      Index ***                                    (50.90)%    (25.26)%

     *    The Morgan  Stanley  Capital Far East ex Japan Index is one index
          in a series  representing  both the  developed  and the  emerging
          markets for a particular region.

                                                                              3

<PAGE>

     **   The Hang Seng 100 Index is a  capitalization-weighted  index. The
          index is  comprised  of the 100  highest  companies,  in terms of
          market capitalization and turnover,  listed on The Stock Exchange
          of Hong Kong Limited.

     ***  The International  Finance  Corporation China Index is one global
          index in a series  representing  a large  part of the  market and
          shows  trends  in the  markets  from  the  perspective  of  local
          investors.

Additional  performance  information  relating to the China  Region Fund for the
fiscal year ended June 30, 1999, is contained in the Appendix.

ALL AMERICAN FUND

     [GRAPHIC: Bar chart plotted from data in table below]

       ANNUAL TOTAL RETURNS *
     ------------------------
     CALENDAR YEAR     RETURN
     -------------    --------
        1989           16.79%
        1990          (11.26%)
        1991           26.65%
        1992            5.62%
        1993           10.02%
        1004           (5.31%)
        1995           30.86%
        1996           22.28%
        1997           30.30%
        1998           28.84%

     *    As of September  30,  1999,  the fund's  year-to-date  return was
          1.32%. The Adviser has agreed to limit the fund's total operating
          expenses.  In the absence of this  limitation,  the fund's  total
          returns would have been lower. The fund's annual total returns do
          not reflect a quarterly $3 account maintenance fee.

     Best quarter shown in the bar chart above:
     18.36% in fourth quarter 1998

     Worst quarter shown in the bar chart above:
     (9.55)% in third quarter 1990

4

<PAGE>

     AVERAGE ANNUAL TOTAL RETURNS
     (FOR THE PERIODS ENDED
     DECEMBER 31, 1998)                 1 YEAR       5 YEARS      10 YEARS
     ----------------------------       -------      -------      --------
     ALL AMERICAN FUND *                 28.84%       20.53%       14.52%
     S&P 500 Index **                    28.58%       24.05%       19.19%

     *    The  Adviser  has  agreed to limit  the  fund's  total  operating
          expenses.  In the absence of this  limitation,  the fund's  total
          returns  would have been  lower.

     **   The S&P 500 Stock  Index is a widely  recognized  index of common
          stock prices in U.S. companies.

REAL ESTATE FUND

     [GRAPHIC: Bar chart plotted from data in table below]

       ANNUAL TOTAL RETURNS *
     ------------------------
     CALENDAR YEAR     RETURN
     -------------    --------
        1989            7.36%
        1990          (19.82%)
        1991           55.35%
        1992            4.70%
        1993            0.18%
        1004          (11.63%)
        1995           18.93%
        1996           31.56%
        1997           19.28%
        1998          (18.34%)

     *    As of September  30,  1999,  the fund's  year-to-date  return was
          (9.74)%.

     Best quarter shown in the bar chart above:
     25.25% in first quarter 1991

     Worst quarter shown in the bar chart above:
     (19.35)% in third quarter 1990

     AVERAGE ANNUAL TOTAL RETURNS
     (FOR THE PERIODS ENDED
     DECEMBER 31, 1998)                   1 YEAR    5 YEARS   10 YEARS
     ----------------------------        --------   -------   --------
     REAL ESTATE FUND                    (18.34)%     6.13%      6.57%
     S&P 500 Index *                     28.58%      24.05%     19.19%
     Dow Jones Equity REIT Total
      Return Index (from
      1/31/90) **                        (16.96)%    10.01%       N/A

     *    The S&P 500 Stock  Index is a widely  recognized  index of common
          stock prices in U.S. companies.

                                                                               5

<PAGE>

     **   The  Dow  Jones  Equity  REIT  Total  Return  Index  is an  index
          comprised of REITs traded publicly on the New York,  American and
          Nasdaq  stock  exchanges.  The  components  of the  index use the
          equity  investment  structure  and also reinvest all regular cash
          dividends.

EQUITY INCOME FUND

     [GRAPHIC: Bar chart plotted from data in table below]

       ANNUAL TOTAL RETURNS *
     ------------------------
     CALENDAR YEAR     RETURN
     -------------    --------
        1989           37.86%
        1990           (8.67%)
        1991           14.31%
        1992            8.09%
        1993           17.71%
        1004          (10.26%)
        1995           22.33%
        1996           10.45%
        1997           23.08%
        1998           14.03%

     *    As of September  30,  1999,  the fund's  year-to-date  return was
          (4.94)%.

     Best quarter shown in the bar chart above:
     13.03% in second quarter 1989

     Worst quarter shown in the bar chart above:
     (7.74)% in first quarter 1994


     AVERAGE ANNUAL TOTAL RETURNS
     (FOR THE PERIODS ENDED
     DECEMBER 31, 1998)                  1 YEAR      5 YEARS      10 YEARS
     ----------------------------        ------      -------      --------
     EQUITY INCOME FUND                  14.03%       11.22%       12.04%
     S&P/BARRA 500 Value
      Index *                            14.67%       19.87%       16.67%
     S&P 500 Index **                    28.58%       24.05%       19.19%

     *    The S&P/BARRA 500 Value Index is a capitalization-weighted  index
          of all stocks in the S&P 500 that have low price-to-book  ratios.
          The index is balanced  semi-annually  on January 1 and July 1. It
          is designed so that approximately 50% of the S&P 500 Index market
          capitalization  is in the Value Index.

     **   The S&P 500 Stock  Index is a widely  recognized  index of common
          stock prices in U.S. companies.

6

<PAGE>

GOLD AND NATURAL RESOURCES FUNDS

Gold Shares Fund
World Gold Fund
Global Resources Fund

FUNDAMENTAL INVESTMENT OBJECTIVES

All three gold and natural resources funds seek long-term growth of capital plus
protection against inflation and monetary instability. The Gold Shares Fund also
pursues current income as a secondary objective.

MAIN INVESTMENT STRATEGIES

Under  normal  conditions,  the Gold Shares Fund will invest at least 65% of its
total  assets in equity  securities  of  companies  involved  in the  mining and
processing  of, or  dealing  in,  gold.  The fund  focuses on  selecting  senior
producing mines, most of which are in North America, South Africa and Australia.

The  World  Gold  Fund  will  invest  at least  65% of its  total  assets in the
securities of companies  involved in the exploration  for, mining and processing
of, or dealing in, gold. The fund focuses on selecting  junior and  intermediate
exploration gold companies from around the world.  Junior exploration  companies
typically have small market  capitalizations  and no source of steady cash flow,
and their growth  generally  comes from a major gold discovery.  Therefore,  the
risk and  opportunities  are  substantially  greater than  investing in a senior
mining company with proven reserves.

As a strategy to minimize excessive portfolio turnover, the Gold Shares Fund and
the World  Gold  Fund may  purchase  long-term  equity  anticipation  securities
(LEAPS), which are long-term equity options.

The Global  Resources  Fund  normally  invests at least 65% of its assets in the
equity securities of companies within the natural resources industry. Consistent
with its investment  objective,  the fund may invest  without  limitation in the
various sectors of the natural  resources  industry,  such as oil, gas and basic
materials.

All three funds may invest,  without  limitation,  in issuers in any part of the
world. The funds' portfolio teams apply a "top-down" and "bottom-up" approach in
selecting investments.

For more information on the funds' investment strategies, please see
page 24. Main Risks

MAIN RISKS

The funds are designed  for  long-term  investors  who are willing to accept the
risks of investing in a portfolio with significant stock holdings.

                                                                               7

<PAGE>

MARKET RISK

The value of a fund's shares will go up and down based on the performance of the
companies  whose  securities it owns and other factors  affecting the securities
market generally.

FOREIGN SECURITIES RISK

The funds may have  significant  exposure to foreign markets.  As a result,  the
funds' performance may be affected to a large degree by fluctuations in currency
exchange  rates or political or economic  conditions in a particular  country or
region.

INDUSTRY/CONCENTRATION RISK

Because the funds  concentrate  their  investments in specific  industries,  the
funds may be subject to greater risks and market  fluctuations  than a portfolio
representing a broader range of industries. The Gold Shares and World Gold Funds
invest in  securities  that are linked to the price of gold.  Prices of gold and
other  precious  metals  can be  influenced  by a variety  of  global  economic,
financial  and  political  factors and may  fluctuate  substantially  over short
periods of time and be more volatile than other types of investments.

DIVERSIFICATION RISK

The funds are  non-diversified  and may  invest a  significant  portion of their
total assets in a small number of companies. This may cause the performance of a
fund to be dependent  upon the  performance  of one or more selected  companies,
which may increase the volatility of the fund.

PRICE VOLATILITY RISK

The value of a fund's shares may fluctuate significantly in the short term.

OPTIONS RISK

Investing in LEAPS and other options may increase  transaction  expenses and the
volatility of a fund. An option may expire without value, resulting in a loss of
a fund's  initial  investment  and may be less liquid and more  volatile than an
investment in the underlying securities.

CASH MANAGEMENT RISK

The inflow and outflow of money in the gold funds may result in higher portfolio
turnover and related transaction costs.

The funds are not intended to be a complete investment program,  and there is no
assurance that their investment objectives can be achieved.

As with all mutual  funds,  loss of money is a risk of  investing  in any of the
funds. Additional risks of the funds are described on page 25.

An  investment  in  these  funds is not a bank  deposit  and is not  insured  or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.

8

<PAGE>

VOLATILITY AND PERFORMANCE INFORMATION

The following bar charts and tables show the volatility of each fund's  returns,
which is one  indicator of the risks of  investing  in the fund.  The bar charts
show  changes  in each  fund's  returns  from  year to year  during  the  period
indicated.  The tables  compare each fund's  average annual returns for the last
1-, 5- and 10-year  periods  (or life of the fund,  if  shorter),  to those of a
broad-based  securities market index. How each fund performed in the past is not
an indication of how it will perform in the future.

GOLD SHARES FUND

     [GRAPHIC: Bar chart plotted from data in table below]

       ANNUAL TOTAL RETURNS *
     ------------------------
     CALENDAR YEAR     RETURN
     -------------    --------
        1989           64.73%
        1990          (34.22%)
        1991          (15.65%)
        1992          (50.83%)
        1993          123.92%
        1004           (2.66%)
        1995          (26.83%)
        1996          (25.49%)
        1997          (57.37%)
        1998          (32.98%)

     *    As of September  30,  1999,  the fund's  year-to-date  return was
          12.30%.

     Best quarter shown in the bar chart above:
     41.04% in second quarter 1993

     Worst quarter shown in the bar chart above:
     (38.74)% in fourth quarter 1997

     AVERAGE ANNUAL TOTAL RETURNS
     (FOR THE PERIODS ENDED
     DECEMBER 31, 1998)                    1 YEAR    5 YEARS    10 YEARS
     ----------------------------         --------   --------   --------
     GOLD SHARES FUND                     (32.98)%   (31.43)%   (17.14)%
     S&P 500 Index *                        28.58%     24.05%     19.19%
     Johannesburg All Gold
      Index **                            (10.08)%   (25.23)%   (12.30)%
     Financial Times Gold Mines
      Index (from
      1/31/92) ***                        (11.69)%   (15.98)%        N/A

     *    The S&P 500 Stock  Index is a widely  recognized  index of common
          stock prices in U.S. companies.

                                                                               9

<PAGE>

     **   The  Johannesburg  All Gold  Index  is a  capitalization-weighted
          index of all  domestic  gold  stocks  traded on the  Johannesburg
          Stock Exchange.

     ***  The   Financial    Times   Gold   Mines   Index   is   a   market
          capitalization-weighted  total return index of the leading  North
          American, Australian and African gold mining companies.

Additional  performance  information  relating  to the Gold  Shares Fund for the
fiscal year ended June 30, 1999, is contained in the Appendix.

WORLD GOLD FUND

     [GRAPHIC: Bar chart plotted from data in table below]

       ANNUAL TOTAL RETURNS *
     ------------------------
     CALENDAR YEAR     RETURN
     -------------    --------
        1989           16.53%
        1990          (27.86%)
        1991           (3.37%)
        1992           (4.71%)
        1993           89.78%
        1004          (16.94%)
        1995           15.93%
        1996           19.52%
        1997          (41.08%)
        1998          (15.77%)

     *    As of September  30,  1999,  the fund's  year-to-date  return was
          2.88%.

     Best quarter shown in the bar chart above:
     36.48% in second quarter 1993

     Worst quarter shown in the bar chart above:
     (30.36)% in fourth quarter 1997

     AVERAGE ANNUAL TOTAL RETURNS
     (FOR THE PERIODS ENDED
     DECEMBER 31, 1998)                    1 YEAR    5 YEARS   10 YEARS
     ----------------------------         --------   --------  --------
     WORLD GOLD FUND                      (15.77)%   (10.60)%   (1.74)%
     S&P 500 Index *                        28.58%     24.05%    19.19%
     Toronto Stock Exchange Gold
      & Precious Minerals
      Index **                            (12.92)%   (13.17)%   (0.75)%
     Philadelphia Stock Exchange
      Gold & Silver Index ***             (12.43)%   (13.21)%   (2.88)%

     *    The S&P 500 Stock  Index is a widely  recognized  index of common
          stock prices in U.S. companies.

10

<PAGE>

     **   The Toronto Stock  Exchange Gold & Precious  Minerals Index (TSE)
          is  a  capitalization-weighted  index  designed  to  measure  the
          performance of the gold and silver sector of the TSE 300 Index.

     ***  The  Philadelphia  Stock  Exchange Gold & Silver Index (XAU) is a
          capitalization-weighted   index   which   includes   the  leading
          companies involved in the mining of gold and silver.

Additional  performance  information  relating  to the  World  Gold Fund for the
fiscal year ended June 30, 1999 is contained in the Appendix.

GLOBAL RESOURCES FUND

     [GRAPHIC: Bar chart plotted from data in table below]

       ANNUAL TOTAL RETURNS *
     ------------------------
     CALENDAR YEAR     RETURN
     -------------    --------
        1989           22.06%
        1990          (15.95%)
        1991            5.03%
        1992           (2.75%)
        1993           18.51%
        1004           (9.69%)
        1995            8.99%
        1996           34.11%
        1997           (2.75%)
        1998          (38.52%)

     *    As of September  30,  1999,  the fund's  year-to-date  return was
          11.34%.

     Best quarter shown in the bar chart above:
     24.39% in second quarter 1997

     Worst quarter shown in the bar chart above:
     (24.59)% in fourth quarter 1997

     AVERAGE ANNUAL TOTAL RETURNS
     (FOR THE PERIODS ENDED
     DECEMBER 31, 1998)                  1 YEAR     5 YEARS   10 YEARS
     -------------------------          --------    -------    -------
     GLOBAL RESOURCES FUND              (38.52)%    (4.62)%    (0.20)%
     S&P 500 Index *                      28.58%     24.05%     19.19%
     Dow Jones Basic Materials
      and Energy Index (from
      12/31/92) **                       (0.05)%     14.21%        N/A

     *    The S&P 500 Stock  Index is a widely  recognized  index of common
          stock prices in U.S. companies.

                                                                         11

<PAGE>

     **   The Dow Jones Basic  Materials  and Energy Index is a combination
          of the Dow Jones Basic  Materials  Index and the Dow Jones Energy
          Index allocated based on their respective  market  capitalization
          weightings.

TAX-FREE FUNDS

Tax Free Fund
Near-Term Tax Free Fund

FUNDAMENTAL INVESTMENT OBJECTIVE

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

MAIN INVESTMENT STRATEGIES

Under normal market conditions,  each of the tax-free funds invests at least 80%
of its total assets in investment  grade municipal  securities whose interest is
free from federal income tax, including the federal alternative minimum tax.

The tax-free funds differ in the maturity of the debt  securities they purchase.
While  the Tax Free Fund may  invest in debt  securities  of any  maturity,  the
Near-Term Tax Free Fund will maintain a  weighted-average  portfolio maturity of
five years or less.

The funds' portfolio team applies a two-step  approach in choosing  investments.
They begin by analyzing various  macroeconomic factors in an attempt to forecast
interest  rate  movements,  and then they  position  each  fund's  portfolio  by
selecting  investments  that they  believe  will,  in the  whole,  best fit that
forecast.

For more information on the funds' investment strategies, please see page 27.

MAIN RISKS

The funds are designed for investors who primarily  seek current  income that is
substantially free from federal taxes.

INTEREST RATE RISK

Because the funds invest primarily in municipal securities, there is a risk that
the value of these securities will fall if interest rates rise. Ordinarily, when
interest rates go up, municipal security prices fall. The opposite is also true:
municipal  security  prices usually go up when interest rates fall. The longer a
fund's  weighted-average  maturity,  the  more  sensitive  it is to  changes  in
interest rates.  Since the Tax Free Fund normally has a longer  weighted-average
maturity than the  Near-Term  Tax Free Fund,  it is subject to greater  interest
rate risks.

CREDIT RISK

There is a possibility that an issuer of a municipal security cannot make timely
interest  and  principal  payments  on  its  debt  securities.   With  municipal
securities,  the sources of funds for the payment of principal  and interest may
be limited by state or local law.

12

<PAGE>

INCOME RISK

The funds are subject to income risk,  which is the risk that a fund's dividends
(income) will decline due to falling interest rates.

The funds are not intended to be a complete investment program,  and there is no
assurance that their investment objectives can be achieved.

As with all mutual  funds,  loss of money is a risk of  investing  in each fund.
Additional risks of the funds are described on page 27.

An investment in these funds is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance Corporation
or any other government agency. Volatility and Performance
Information

VOLATILITY AND PERFORMANCE INFORMATION

The following bar charts and tables show the volatility of each fund's  returns,
which is one  indicator of the risks of  investing  in the fund.  The bar charts
show  changes  in each  fund's  returns  from  year to year  during  the  period
indicated.  The tables  compare each fund's  average annual returns for the last
1-, 5- and 10-year  periods  (or life of the fund,  if  shorter),  to those of a
broad-based  securities market index. How each fund performed in the past is not
an indication of how it will perform in the future.

TAX FREE FUND

     [GRAPHIC: Bar chart plotted from data in table below]

       ANNUAL TOTAL RETURNS *
     ------------------------
     CALENDAR YEAR     RETURN
     -------------    --------
        1989          5.61%
        1990          5.84%
        1991          6.70%
        1992          6.19%
        1993          6.94%
        1004          6.51%
        1995          5.22%
        1996          4.98%
        1997          4.99%
        1998          5.61%

     *    As of September  30,  1999,  the fund's  year-to-date  return was
          (2.99)%.  The  Adviser  has  agreed  to limit  the  fund's  total
          operating  expenses.  In the absence this limitation,  the fund's
          total returns would have been lower.

     Best quarter shown in the bar chart above:
     6.36% in first quarter 1995

                                                                              13


<PAGE>

     Worst quarter shown in the bar chart above:
     (4.86)% in first quarter 1994

     AVERAGE ANNUAL TOTAL RETURNS
     (FOR THE PERIODS ENDED
     DECEMBER 31, 1998)                   1 YEAR     5 YEARS    10 YEARS
     ----------------------------         ------     -------    --------
     TAX FREE FUND *                       5.61%      5.46%       7.02%
     Lehman 10-Year Municipal
      Bond Index **                        6.76%      6.35%       8.33%

     *    The  Adviser  has  agreed to limit  the  fund's  total  operating
          expenses.  In the absence of this  limitation,  the fund's  total
          returns would have been lower.

     **   The Lehman Brothers Bond Indexes  include  fixed-rate debt issues
          rated investment grade or higher by Moody's  Investment  Service,
          Standard & Poor's  Corporation,  or Fitch Investor's  Service, in
          that order.  All issues have at least one year to maturity and an
          outstanding  par  value of at least  $100  million.  Intermediate
          indexes  include bonds with  maturities  of up to ten years,  and
          long-term  indexes  include those with maturities of ten years or
          longer.

NEAR-TERM TAX FREE FUND

     [GRAPHIC: Bar chart plotted from data in table below]

       ANNUAL TOTAL RETURNS *
     ------------------------
     CALENDAR YEAR     RETURN
     -------------    --------
        1991           9.72%
        1992           6.58%
        1993           9.80%
        1004          (0.06%)
        1995           6.51%
        1996           4.30%
        1997           6.50%
        1998           4.64%

     *    As of September  30,  1999,  the fund's  year-to-date  return was
          0.23%. The Adviser has agreed to limit the fund's total operating
          expenses.  In the absence of this  limitation,  the fund's  total
          returns would have been lower.

     Best quarter shown in the bar chart above:
     4.57% in third quarter 1991

     Worst quarter shown in the bar chart above:
     (1.96)% in first quarter 1994

14

<PAGE>

     AVERAGE ANNUAL TOTAL RETURNS                               SINCE
     (FOR THE PERIODS ENDED                                   INCEPTION
     DECEMBER 31, 1998)                    1 YEAR    5 YEARS  (12/4/90)
     ----------------------------          ------    -------  ---------
     NEAR-TERM TAX FREE FUND *             4.64%      4.35%      5.91%
     Lehman 3-Year Municipal Bond
      Index **                             5.21%      4.90%      5.91%

     *    The  Adviser  has  agreed to limit  the  fund's  total  operating
          expenses.  In the absence of this  limitation,  the fund's  total
          returns would have been lower.

     **   The Lehman  Brothers  Municipal Bond Indexes  include  fixed-rate
          debt  issues  rated   investment   grade  or  higher  by  Moody's
          Investment  Service,  Standard  &  Poor's  Corporation,  or Fitch
          Investor's  Service,  in that order. All issues have at least one
          year to maturity  and an  outstanding  par value of at least $100
          million. Intermediate indexes include bonds with maturities of up
          to ten years, and long-term indexes include those with maturities
          of ten years or longer.

GOVERNMENT MONEY MARKET FUNDS

U.S. Treasury Securities Cash Fund

U.S. Government Securities Savings Fund

FUNDAMENTAL INVESTMENT OBJECTIVES

  * U.S. Treasury Securities Cash Fund (Treasury  Securities Cash Fund) seeks to
    obtain a high level of current income while  maintaining  the highest degree
    of safety of principal and liquidity.

  * U.S. Government Securities Savings Fund (Government Securities Savings Fund)
    seeks to achieve a consistently high yield with safety of principal.

MAIN INVESTMENT STRATEGIES

The U.S. Treasury  Securities Cash Fund invests at least 65% of its total assets
in United  States  Treasury  debt  securities,  which are protected by the "full
faith and  credit"  of the  United  States  government.  The  income  from these
obligations  may be exempt  from  state and local  income  taxes.  The fund also
invests in repurchase agreements collateralized with such obligations.

The U.S.  Government  Securities  Savings Fund invests at least 65% of its total
assets in United  States  Treasury debt  securities,  which are protected by the
"full faith and credit" of the United  States  government,  and  obligations  of
agencies and instrumentalities of the United States. The fund may also invest in
repurchase agreements collateralized with such obligations.

                                                                              15

<PAGE>

The  Government  Securities  Savings  Fund is designed to provide a higher yield
than the  Treasury  Securities  Cash  Fund,  but with  somewhat  less  safety of
principal and liquidity.

The funds seek to provide a stable net asset value of $1 per share by  investing
in securities with maturities of 397 days or less, and by maintaining an average
maturity of 90 days or less.  However,  there can be no assurance  that they can
always do so (each, as measured in accordance with SEC rules applicable to money
market funds).

Each fund also may  engage in  securities  lending  transactions  as a method of
increasing  its returns.  When lending  securities,  cash  received by a fund as
collateral  may be  invested  in  instruments  in which the fund would  normally
invest.

The funds' portfolio team applies a two-step  approach in choosing  investments.
They begin by analyzing various  macroeconomic factors in an attempt to forecast
interest  rate  movements,  and then they  position  each  fund's  portfolio  by
selecting  investments  that they  believe  will,  in the  whole,  best fit that
forecast.

For more information on the funds' investment strategies, please see page 29.

MAIN RISKS

The funds are designed for investors who primarily seek current income.

INCOME RISK

The funds are subject to income risk,  which is the risk that a fund's dividends
(income) will decline due to falling interest rates.

The funds are not intended to be a complete investment program,  and there is no
assurance that their investment objectives can be achieved.

Additional risks of the funds are described on page 30.

An investment  in the funds is not insured or guaranteed by the Federal  Deposit
Insurance Corporation or any other government agency. Although the funds seek to
preserve the value of your  investment  at $1 per share,  it is possible to lose
money by investing in the funds.

16

<PAGE>

VOLATILITY AND PERFORMANCE INFORMATION

The following bar charts and tables show the volatility of each fund's  returns,
which is one  indicator of the risks of  investing  in the fund.  The bar charts
show  changes  in each  fund's  returns  from  year to year  during  the  period
indicated.  The tables  compare each fund's  average annual returns for the last
1-, 5- and 10-year  periods  (or life of the fund,  if  shorter).  How each fund
performed in the past is not a indication of how it will perform in the future.

TREASURY SECURITIES CASH FUND

     [GRAPHIC: Bar chart plotted from data in table below]

       ANNUAL TOTAL RETURNS *
     ------------------------
     CALENDAR YEAR     RETURN
     -------------    --------
        1989           8.33%
        1990           7.53%
        1991           5.45%
        1992           3.16%
        1993           2.25%
        1004           3.21%
        1995           5.00%
        1996           4.28%
        1997           4.47%
        1998           4.33%

     *    As of September  30,  1999,  the fund's  year-to-date  return was
          2.78%.

     Best quarter shown in the bar chart above:
     2.15% in second quarter 1989

     Worst quarter shown in the bar chart above:
     0.53% in third quarter 1993

     AVERAGE ANNUAL TOTAL
     RETURNS (FOR THE PERIODS
     ENDED DECEMBER 31, 1998)             1 YEAR    5 YEARS    10 YEARS
     ------------------------             ------    -------    --------
     TREASURY SECURITIES
      CASH FUND                            4.33%      4.26%      4.79%

The 7-day yield on December  31, 1998 was 3.76%.  For the fund's  current  yield
call 1-800-US-FUNDS.

                                                                              17

<PAGE>

GOVERNMENT SECURITIES SAVINGS FUND

     [GRAPHIC: Bar chart plotted from data in table below]

       ANNUAL TOTAL RETURNS *
     ------------------------
     CALENDAR YEAR     RETURN
     -------------    --------
        1991            6.28%
        1992            2.08%
        1993            3.38%
        1004            4.01%
        1995            5.59%
        1996            5.20%
        1997            5.36%
        1998            5.27%

     *    As of September  30 , 1999,  the fund's  year-to-date  return was
          3.48%. The Adviser has agreed to limit the fund's total operating
          expenses.  In the absence of this  limitation,  the fund's  total
          returns would have been lower.

     Best quarter shown in the bar chart above:
     1.71% in first quarter 1991

     Worst quarter shown in the bar chart above:
     0.82% in third quarter 1993

     AVERAGE ANNUAL TOTAL
     RETURNS (FOR THE PERIODS                                      SINCE
     ENDED DECEMBER 31,                                          INCEPTION
     1998)                                 1 YEAR     5 YEARS    (11/1/90)
     ------------------------              ------     -------    ---------
     GOVERNMENT SECURITIES
     SAVINGS FUND *                         5.27%      5.08%       4.99%


     *    The  Adviser  has  agreed to limit  the  fund's  total  operating
          expenses.  In the absence of this  limitation,  the fund's  total
          returns would have been lower.

The 7-day yield on December  31, 1998 was 4.70%.  For the fund's  current  yield
call 1-800-US-FUNDS.

18

<PAGE>

FEES AND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES--DIRECT FEES

These fees are paid directly from your account.

     Maximum sales charge                                         None
     Account closing fee *                                    $     10
     Administrative exchange fee                              $      5
     Account maintenance fee (Only for
      the All American Fund)                                  $     12
     Trader's fee
     * Gold Shares Fund, World Gold Fund
       and Global Resources Fund shares
       held less than one month                               0.25% **
     * Equity Income Fund, Real Estate
       Fund and All American Fund shares
       held less than one month                               0.10% **
     * China Region Fund shares held less
       than six months                                        1.00% **


     *    Does not apply to exchanges
     **   Percentage of value of shares redeemed or exchanged

ANNUAL FUND OPERATING EXPENSES--INDIRECT FEES

Fund  operating  expenses are paid out of the fund's assets and are reflected in
the fund's share price and dividends.

EQUITY FUNDS

                                       CHINA      ALL      EQUITY      REAL
                                       REGION   AMERICAN   INCOME     ESTATE
                                        FUND      FUND      FUND       FUND
     ----------------------------      ------   --------   -------    ------
     Management Fees                    1.25%     0.75%      0.75%     0.75%
     Distribution (12b-1) Fees             --        --         --        --
     Other Expenses *                   3.16%     0.81%      1.81%     2.46%
     Total Annual Fund Operating
      Expenses *                        4.41%     1.56%      2.56%     3.21%
     Expense Reimbursement                 --    (0.56)%        --        --
     Net Expenses                       4.41%     1.00%      2.56%     3.21%

     *    Interest  expenses are reduced to the extent  short-term  trading
          fees are collected to cover them. With these expense  reductions,
          other  expenses,  total  annual fund  operating  expenses and net
          expenses were 2.45%, 3.20% and 3.20% for the Real Estate Fund.

                                                                              19

<PAGE>

GOLD AND NATURAL RESOURCES FUNDS

                                                   GOLD     WORLD     GLOBAL
                                                 SHARES      GOLD  RESOURCES
                                                   FUND      FUND       FUND
     --------------------------------------       -----     -----      -----
     Management Fees                               0.75%     1.00%     1.00%
     Distribution (12b-1) Fees                        --        --        --
     Other Expenses *                              4.84%     1.18%     3.34%
     Total Annual Fund Operating Expenses *        5.59%     2.18%     4.34%

     *    Interest  expenses are reduced to the extent  short-term  trading
          fees are collected to cover them. With these expense  reductions,
          other  expenses and total  annual fund  operating  expenses  were
          4.49% and 5.24% for the Gold  Shares Fund and 1.12% and 2.12% for
          the World Gold Fund.

TAX-FREE AND GOVERNMENT MONEY MARKET FUNDS

                                                       GOVERNMENT     TREASURY
                                    TAX    NEAR-TERM   SECURITIES   SECURITIES
                                   FREE     TAX FREE      SAVINGS         CASH
                                   FUND         FUND         FUND         FUND
   ---------------------------   ------   ----------   ----------   ----------
   Management Fees                0.75%        0.50%        0.41%        0.50%
   Distribution (12b-1) Fees         --           --           --           --
   Other Expenses                 0.70%        1.75%        0.20%        0.51%
   Total Annual Fund Operating
    Expenses                      1.45%        2.25%        0.61%        1.01%
   Expense Reimbursement         (0.75)  %    (1.55)  %    (0.30)  %        --
   Net Expenses                   0.70%        0.70%        0.31%        1.01%

The tables  above show  operating  expenses as a  percentage  of each fund's net
assets during the fiscal year ended June 30, 1999.

These expenses are paid indirectly by  shareholders.  "Other  Expenses"  include
fund expenses such as custodian, accounting and transfer agent fees. The adviser
has contractually  limited total fund operating expenses to not exceed 1.00% for
the All American  Fund,  0.70% for the Tax Free Fund and Near-Term Tax Free Fund
and 0.40% for the  Government  Securities  Savings Fund on an  annualized  basis
through June 30, 2000, and until such later date as the adviser determines.

20

<PAGE>

EXAMPLE OF EFFECT OF FUNDS' OPERATING EXPENSES

This hypothetical  example is intended to help you compare the cost of investing
in the funds with the cost of  investing  in other  mutual  funds.  The  example
assumes that:

  * You initially invest $10,000.
  * Your investment has a 5% annual return. *
  * The fund's operating expenses and returns remain the same. *
  * All dividends and distributions are reinvested.

This  example  reflects  the $10  account  closing fee that you would pay if you
redeem all of your shares in a fund.  This example also  includes a quarterly $3
account maintenance fee for the All American Fund.

You would pay the  following  expenses if you redeemed all of your shares at the
end of the periods shown:


                                   1 YEAR   3 YEARS    5 YEARS    10 YEARS
  -----------------------------    ------   -------    -------    --------
  China Region Fund                 $452     $1,345     $2,248     $4,552
  All American Fund **              $143**   $  501     $  882     $1,944
  Equity Income Fund                $269     $  806     $1,370     $2,905
  Real Estate Fund                  $334     $  999     $1,688     $3,522
  Gold Shares Fund                  $567     $1,672     $2,764     $5,438
  World Gold Fund                   $231     $  692     $1,179     $2,523
  Global Resources Fund             $445     $1,325     $2,216     $4,496
  Tax Free Fund **                  $107**   $  419     $  755     $1,702
  Near-Tax Free Fund **             $134**   $  614     $1,121     $2,515
  Government Securities Savings
   Fund **                          $ 58**   $  191     $  336     $  759
  Treasury Securities Cash Fund     $113     $  332     $  568     $1,246


     *  Actual annual returns and fund operating  expenses may be greater
        or less than those provided for in the assumptions.

     ** The example for these funds  reflect the affect of the  Adviser's
        undertaking  to limit the  expenses of the fund  through June 30,
        2000.

                                                                              21

<PAGE>

INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

EQUITY FUNDS

INVESTMENT PROCESS

The Adviser for the funds is U.S. Global Investors,  Inc. Goodman & Company N.Y.
Ltd.  serves as Sub-adviser  to the Real Estate Fund. In selecting  investments,
the Adviser and Sub-adviser apply both a "top-down" macroeconomic analysis using
broad economic indicators to identify trends in countries,  states, sectors, and
industries  and a  "bottom-up"  fundamental  analysis with screens to select the
leading stocks within this macroeconomic environment.

Once the Adviser and Sub-adviser put these two processes together, it can select
securities that it believes meet each fund's investment  objective.  The Adviser
and Sub-adviser  regularly review the security selection processes and forecasts
to keep current with changing  market  conditions.  The skill of the Adviser and
Sub-adviser  will play a significant  role in each fund's ability to achieve its
investment objective. General Portfolio Policies

GENERAL PORTFOLIO POLICIES

PRINCIPAL TYPES OF INVESTMENTS AND RELATED RISKS

The All American  Fund may invest in long-term  equity  anticipation  securities
(LEAPS)  in  order  to take  advantage  of the  long-term  growth  of  large-cap
companies without having to make outright stock purchases.  LEAPS allow the fund
to imitate a purchase or sale of a stock for a fraction  of its price  (premium)
and hold that option for up to three years  before it  expires.  The  underlying
stock  can be  purchased  or sold at a  predetermined  price for the life of the
option.  LEAPS also help in managing the cash  components of the portfolio.  The
fund will not commit  more than 5% of its total  assets to  premiums on options.
Investing  in LEAPS and other  options may result in a loss of a fund's  initial
investment  and may be more volatile than a direct  investment in the underlying
securities.

The China Region Fund will  normally  invest at least 65% of its total assets in
equity  securities issued by China region companies that (1) are organized under
the laws of the countries  within the China region,  or (2) have at least 50% of
their  assets in one or more China  region  countries  or derive at least 50% of
their gross revenues or profits from providing  goods or services to or from one
or more China region countries.

The  China  Region  Fund  will  invest  in  both  new and  existing  enterprises
registered  and  operating  in China and the China  region.  These will  include
wholly  Chinese-owned   enterprises,   wholly   foreign-owned   enterprises  and
Sino-foreign  joint  ventures.  While portfolio  holdings may be  geographically
dispersed,  the fund anticipates that the trading  activities of the fund in PRC
securities will be focused in the authorized China

22

<PAGE>

securities  market;  in particular,  the Hong Kong,  Shenzhen and Shanghai stock
exchanges.

Because  the China  Region  Fund  invests in  foreign  securities  and  emerging
markets,  it  may be  subject  to  risks  not  usually  associated  with  owning
securities of U.S.  companies.  The risks of investing in foreign  securities is
further discussed on page 35.

The Real Estate Fund  normally  invests at least 65% of its total assets in real
estate related equity  securities  listed on a national  securities  exchange or
Nasdaq.  These real estate related securities are common and preferred stocks of
companies  that have at least 50% of the value of their  assets in, or derive at
least 50% of their revenues from,  the  ownership,  construction,  management or
sale of residential, commercial or industrial real estate.

The Real Estate Fund invests  primarily in REITs. A REIT is a pooled  investment
vehicle that typically  invests  directly in real estate and/or in mortgages and
loans  collateralized  by real estate.  The pooled  vehicle,  typically a trust,
issues shares whose value and  investment  performance  are  dependent  upon the
returns of the  underlying  real estate related  investments.  The fund may also
invest up to 35% of its total net assets in securities  of foreign  issuers that
are listed on foreign securities exchanges.

The Real Estate Fund's investments in REITs are subject to certain risks related
to the real  estate  industry  in  general.  Increases  in  property  taxes  and
operating expenses,  changes in zoning laws and neighborhood values, casualty or
construction  losses,  and overbuilding and increased  competition  could have a
negative impact on the value of REITs. General and local economic conditions and
real estate values can affect REITs.  Rising interest rates,  which may increase
mortgage and financing costs,  can restrain  construction and buying and selling
activity,  which could  negatively  affect REITs.  REITs are also subject to the
risk that a borrower may be unable to make interest and principal  payments on a
loan made by a REIT.

Loss of status as a qualified  REIT or changes in the  treatment  of REITs under
the Internal  Revenue Code could adversely affect the value of a particular REIT
or the market for REITs as a whole and the fund's performance.

The Equity  Income  Fund  normally  invests at least 80% of its total  assets in
income-producing  equity and debt securities.  Equity securities  include common
stocks,  preferred  stocks and convertible  securities.  While the fund tends to
invest

                                                                              23

<PAGE>

primarily  in common  stocks,  it may also  invest in  REITs,  corporate  bonds,
convertible  securities,  U.S.  Treasury bills and notes, and other  obligations
backed by the U.S. government and its agencies.

The Equity  Income Fund  focuses on large-cap  companies  that have a consistent
growth in earnings and dividend payout, and generally are less expensive,  using
price-to-earnings ratios, rather than pure growth stocks.

Because each equity fund invests primarily in equity  securities,  the main risk
is that the value of the  securities  held may  decrease  in response to general
market, business and economic conditions. If this occurs, the fund's share price
may also decrease.

OTHER TYPES OF INVESTMENTS, RELATED RISKS AND CONSIDERATIONS

While not  principal  strategies,  the funds may  invest to a limited  extent in
other types of investments.  These investment  practices and their related risks
are described on page 33 and in the Statement of Additional Information.

GOLD AND NATURAL RESOURCES FUNDS

INVESTMENT PROCESS

The  Adviser  for  the  funds  is  U.S.  Global  Investors,  Inc.  In  selecting
investments  for the gold funds,  the Adviser  applies a "top-down"  approach to
look for countries with favorable mining laws, a relatively  stable currency and
liquid securities markets and a "bottom-up"  approach to look for companies with
robust reserve growth profiles, healthy production and strong cash flows.

As part of the  top-down  approach,  the Adviser for the Global  Resources  Fund
evaluates the global  macroeconomic  environment,  natural  resources supply and
demand  fundamentals  and  industry  selection.   For  its  bottom-up  selection
strategy,  the Adviser looks at a company's peer group ranking and its valuation
parameters such as price to cash flow, debt to cash flow, earnings to growth and
earnings to capital.

Once the Adviser puts these two  processes  together,  it can select  securities
that it believes meet each fund's  investment  objective.  The Adviser regularly
reviews its  security  selection  process and its  forecast to keep current with
changing  market  conditions.  The skill of the Adviser will play a  significant
role in each fund's ability to achieve its investment objective.

24

<PAGE>

GENERAL PORTFOLIO POLICIES

PRINCIPAL TYPES OF INVESTMENTS AND RELATED RISKS

Under  normal  conditions,  the Gold Shares Fund will invest at least 65% of its
total assets in equity securities of companies involved in more established gold
operations.   The  fund   concentrates  its  investments  in  common  stocks  of
intermediate and senior gold producers,  which may include companies involved in
mining,  processing  or dealing in gold.  The fund focuses on  selecting  senior
producing mines, most of which are in North America, South Africa and Australia.
A senior mine  normally  produces  over one  million  ounces of gold or precious
metals per year.  The fund  reserves  the right to invest up to 35% of its total
assets in the securities of companies  involved in the  exploration  for, mining
and processing of, or dealing in silver,  platinum,  uranium and other strategic
metals.

Under  normal  conditions,  the World Gold Fund will  invest at least 65% of its
total assets in the  securities of companies  involved in the  exploration  for,
mining and processing  of, or dealing in, gold.  Although the fund may invest in
senior mining  companies,  the fund normally  focuses on junior and intermediate
exploration gold companies from around the world.

Junior  exploration  companies  search for deposits  that could create cash flow
where  intermediate  mining companies already have deposits that create a modest
cash flow.  Senior  mining  companies  have large  deposits that create a larger
stream of cash flow. Typically,  junior exploration gold companies produce up to
100,000 ounces of gold or precious  metals per year and  intermediate  companies
produce up to a million ounces of gold or precious metals. The price performance
of  junior  exploration  companies  relates  to  the  success  of  finding,  and
increasing,  reserves,  thus involving both greater  opportunity and risk. Stock
price  performance of intermediate  and senior mining companies that have proven
reserves is more  strongly  influenced by the price of gold.  The  securities of
junior and  intermediate  exploration  gold companies tend to be less liquid and
more volatile in price than securities of larger companies.

Additionally,  the World Gold Fund may  invest up to 35% of its total  assets in
the  securities  of  companies  involved  in the  exploration  for,  mining  and
processing  of, or dealing  in silver,  platinum,  uranium  and other  strategic
metals.

>From time to time, a substantial  portion of the shares of the Gold Shares Fund
and the World Gold Fund may be held by market  timers and similar  investors who
seek to realize profits by frequently purchasing and selling shares of the

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<PAGE>

fund. The  short-term  trading fees imposed on these  short-term  investors have
historically  retained sufficient capital to offset many of these costs. Trading
activities may cause a fund to experience a high portfolio  turnover rate, which
could  increase  tax  liability.   Each  fund  seeks  to  minimize  the  adverse
consequences  of these  activities  and may invest in long-term  equity  options
called LEAPS (long-term equity anticipation  securities).  LEAPS allow a fund to
imitate a purchase or sale of a stock for a fraction of its price  (premium) and
hold that option for up to three years before it expires.  The underlying  stock
can be  purchased or sold at a  predetermined  price for the life of the option.
LEAPS, therefore,  allow a fund to gain exposure to individual securities in the
gold sector over the long-term while allowing the fund to preserve some cash for
large or  unexpected  redemptions.  A fund  will not  purchase  any  option  if,
immediately  afterwards,  the aggregate market value of all outstanding  options
purchased  and written by the fund would exceed 5% of the fund's  total  assets.
Investing  in LEAPS and other  options may result in a loss of a fund's  initial
investment  and may be more volatile than a direct  investment in the underlying
securities.  While options may incur higher  transaction  costs, LEAPS generally
have lower transaction expenses.

Securities  of gold  operation  companies  are affected by the price of gold and
other precious  metals.  The price of gold and other precious metals is affected
by  several  factors  including  (1) the  unpredictable  monetary  policies  and
economic and political  conditions affecting gold producing countries throughout
the world; (2) increased environmental,  labor or other costs in mining; and (3)
changes in laws relating to mining or gold production or sales. Furthermore, the
price of mining  stocks  tends to  increase  or  decrease  with the price of the
underlying commodities but are more volatile.

The Global Resources Fund  concentrates its investments in the equity securities
of large-capitalization  companies within the natural resources industry,  which
include the following sectors:

     ENERGY SECTORS                  BASIC MATERIALS SECTORS
     ------------------------------  -----------------------
     International Oil Companies     Chemicals
     Natural Gas                     Aluminum
     Oil Drilling                    Diversified Mining
     Oil Exploration and Production  Gold and Precious Metals
     Oilfield Equipment/Services     Paper and Forest Products
     Oil and Gas Refining            Iron and Steel

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<PAGE>

Consistent with its investment  objective,  the Global Resources Fund may invest
without limitation in any sector of the natural resources industry.

The value of the Global  Resources  Fund's shares is particularly  vulnerable to
factors affecting the natural resources industry,  such as increasing regulation
of the environment by both U.S. and foreign governments. Increased environmental
regulations  may,  among  other  things,  increase  compliance  costs and affect
business opportunities for the companies in which the fund invests. The value is
also affected by changing commodity prices, which can be highly volatile and are
subject to risks of oversupply and reduced demand.

Because the Global  Resources  Fund's  portfolio  focuses its investments in the
natural resources industry, the value of fund shares may rise and fall more than
the value of shares of a fund that invests more broadly.

Because  each fund invests  primarily  in common  stocks of foreign and domestic
companies,  the main risk is that the value of the stocks  held may  decrease in
response  to  general  foreign  or  domestic   market,   business  and  economic
conditions. If this occurs, the fund's share price may also decrease.

OTHER TYPES OF INVESTMENTS, RELATED RISKS AND CONSIDERATIONS

While not  principal  strategies,  the funds may  invest to a limited  extent in
other types of investments.  These investment  practices and their related risks
are described on page 33 and in the Statement of Additional Information.

TAX-FREE FUNDS

INVESTMENT PROCESS

The  Adviser  for  the  funds  is  U.S.  Global  Investors,  Inc.  In  selecting
investments,  the Adviser's analysis  encompasses an interest rate forecast that
considers such factors as gross domestic  product,  current  inflation  outlook,
state  tax  regulations  and  rates,   geographic  regions  and  the  prevailing
unemployment  rate.  After  establishing  an interest rate outlook,  the Adviser
applies a process of selecting bonds for the funds' portfolios. The criteria for
this process includes yield,  maturity,  and bond rating.  Once the Adviser puts
these two processes  together,  it can select  securities  that it believes meet
each fund's  investment  objective.  The Adviser  regularly reviews its security
selection  process  and  its  forecast  to keep  current  with  changing  market
conditions. The skill of the Adviser will play a significant role in each fund's
ability to achieve its investment objective.

                                                                              27

<PAGE>

GENERAL PORTFOLIO POLICIES

PRINCIPAL TYPES OF INVESTMENTS AND RELATED RISKS

Under  normal  market  conditions,   the  tax-free  funds  invest  primarily  in
investment grade municipal securities whose interest is free from federal income
tax including the federal  alternative  minimum tax.  Municipal  securities  are
issued by state and local governments,  their agencies and authorities,  as well
as by the District of Columbia and U.S.  territories and possessions,  to borrow
money for various public and private projects.  These debt securities  generally
include general obligation bonds, revenue bonds,  industrial  development bonds,
municipal lease obligations and similar instruments.

General  obligation  bonds are backed by the  issuer's  authority to levy taxes.
Since  revenue  bonds are  issued to  finance  public  works  such as bridges or
tunnels,  they  are  supported  by  the  revenues  of the  projects.  Industrial
development bonds are typically issued by municipal issuers on behalf of private
companies.  Because these bonds are backed only by income from a certain  source
and may not be an obligation of the issuer itself, they may be less creditworthy
than general obligation bonds.  Municipal lease obligations generally are issued
to finance the purchase of public property. The property is leased to a state or
local  government  and the lease  payments  are used to pay the  interest on the
obligations.  These differ from other municipal  securities because the money to
make the lease payments must be set aside each year or the lease can be canceled
without penalty.  If this happens,  investors who own the obligations may not be
paid.

Although the fund tries to invest all of its assets in tax-free  securities,  it
is possible,  although not  anticipated,  that up to 20% of its assets may be in
securities that pay taxable interest.

The  tax-free  funds  invest  only  in  debt  securities  that,  at the  time of
acquisition,  have one of the four highest ratings by Moody's Investors Services
(Aaa, Aa, A, Baa) or by Standard & Poor's  Corporation (AAA, AA, A, BBB) (or, if
not rated by Moody's or S&P, are  determined  by the Adviser to be of comparable
quality). The tax-free funds will not invest more than 10% of their total assets
in the fourth  rating  category.  Investments  in the fourth  category  may have
speculative characteristics and, therefore, may involve higher risks.

The tax-free funds differ in the maturity of the debt  securities they purchase.
While the Tax Free Fund may have a weighted-average maturity that varies widely,
it tends to keep a  weighted-average  maturity  of more  than  five  years.  The
Near-Term Tax Free Fund will maintain a  weighted-average  portfolio maturity of
five years or less. A weighted-average

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<PAGE>

maturity of a fund is the average of the  remaining  maturities  of all the debt
securities the fund owns,  with each maturity  weighted by the relative value of
the security.

The funds are  subject  to income  risk,  which is the  chance  that the  funds'
dividends  (income) will decline due to falling  interest rates.  Income risk is
generally  greater  for the  Near-Term  Tax Free  Fund and less for the Tax Free
Fund.

There is a  possibility  that an  issuer  of any bond  could be  unable  to make
interest payments or repay principal.  Changes in an issuer's financial strength
or in a security's credit rating may affect a security's value.

The funds'  performance may be affected by political and economic  conditions at
the state,  regional and federal level.  These may include  budgetary  problems,
declines in the tax base and other  factors  that may cause  rating  agencies to
downgrade  the credit  ratings on certain  issues.  As on the state and  federal
level, events in U.S. Territories where the fund is invested may affect a fund's
investments in that territory and its performance.

A municipal  security may be prepaid (called) before its maturity.  An issuer is
more likely to call its securities when interest rates are falling,  because the
issuer can issue new securities with lower interest  payments.  If a security is
called, the funds may have to replace it with a lower-yielding security.

OTHER TYPES OF INVESTMENTS, RELATED RISKS AND CONSIDERATIONS

While not principal  strategies,  the funds may invest,  to a limited extent, in
other types of investments.  These investment  practices and their related risks
are described on page 33 and in the Statement of Additional Information.

GOVERNMENT MONEY MARKET FUNDS

INVESTMENT PROCESS

The  Adviser  for  the  funds  is  U.S.  Global  Investors,  Inc.  In  selecting
investments,  the Adviser's analysis  encompasses an interest rate forecast that
considers such factors as Gross Domestic  Product,  current  inflation  outlook,
state  tax  regulation  and  rates,   geographic   regions  and  the  prevailing
unemployment  rate. After establishing a reasonable  interest rate outlook,  the
Adviser applies a process of selecting securities for the funds' portfolios. The
criteria for this process includes yield, maturity, and security structure. Once
the Adviser puts these two processes together,  it can select securities that it
believes meet each fund's  investment  objective.  The Adviser regularly reviews
its security  selection  process and its forecast to keep current with  changing
market conditions. The

                                                                              29

<PAGE>

skill of the Adviser  will play a  significant  role in each  fund's  ability to
achieve its investment objective.

GENERAL PORTFOLIO POLICIES

PRINCIPAL TYPES OF INVESTMENTS AND RELATED RISKS

Under  federal law, the income  received from  obligations  issued by the United
States government and some of its agencies and  instrumentalities  may be exempt
from state and local income  taxes.  Many states that tax personal  income allow
mutual funds to pass this tax exemption through to shareholders. To maximize the
taxable  equivalent  yield for  shareholders  under  normal  circumstances,  the
Government   Securities  Savings  Fund  will  attempt  to  invest  primarily  in
obligations that qualify for the exemption from state taxation.

The   Government   Securities   Savings  Fund  may  invest  in  fixed-rate   and
floating-rate securities issued by the United States Treasury and various United
States  government  agencies,  including the Federal Home Loan Bank, the Federal
Farm Credit Bank and the Student Loan Marketing  Association.  While  fixed-rate
securities  have a set interest rate,  floating-rate  securities have a variable
interest rate that is closely tied to a money-market index such as Treasury Bill
rates. Floating rate securities provide holders with protection against rises in
interest rates, but typically pay lower yields than fixed-rate securities of the
same maturity.

Because the funds may invest  substantially  all of their  assets in  short-term
debt securities, the main risk is that the funds' dividends (income) may decline
because of falling interest rates.

The funds' yields will vary as the  short-term  securities  in their  portfolios
mature and the proceeds are  reinvested in securities  with  different  interest
rates. Over time, the real value of a fund's yield may be eroded by inflation.

There is a  possibility  that an  issuer of a  security  could be unable to make
interest payments or repay principal.  Changes in an issuer's financial strength
or in a security's credit rating may affect a security's value.

OTHER TYPES OF INVESTMENTS, RELATED RISKS AND CONSIDERATIONS

While not principal  strategies,  the funds may invest,  to a limited extent, in
other types of investments.  These investment  practices and their related risks
are described on page 33 and in the Statement of Additional Information.

YEAR 2000 READINESS

Like other organizations around the world, the funds could be adversely affected
if the  computer  systems  used by the funds or their  service  providers do not
properly process and calculate  date-related  information  beginning  January 1,
2000,

30

<PAGE>

commonly  referred to as the "Year 2000 Problem." The Adviser,  Sub-adviser  and
the funds' transfer agent believe that they have taken steps reasonably designed
to address any potential  material  Year 2000 Problem for the computer  programs
used by the Adviser,  Sub-adviser and the transfer agent. In addition, all major
third-party  service  providers used by the funds, the Adviser,  the Sub-adviser
and the transfer  agent have given the Adviser  Year 2000  reports  representing
that they have taken necessary steps to address material Year 2000 Problems with
respect to their computer systems.  At this time, there can be no assurance that
these  steps will be  sufficient  to avoid any  material  adverse  impact to the
funds. Furthermore, there can be no assurances that the companies in which these
funds invest will not be adversely affected by the Year 2000 Problem.

                                                                              31

<PAGE>

FUND MANAGEMENT

INVESTMENT ADVISER

U.S. Global  Investors,  Inc.,  7900 Callaghan  Road, San Antonio,  Texas 78229,
furnishes investment advice and manages the funds' business affairs. The Adviser
was  organized  in 1968 and also  serves as  investment  adviser to U.S.  Global
Accolade  Funds,  a family of mutual  funds with  approximately  $145 million in
assets.  For the fiscal year ended June 30, 1999,  each fund paid the  following
percentages of its average net assets to the Adviser for advisory services:

China Region Fund ............ 1.25%       Global Resources Fund ........ 1.00%
All American Fund ............ 0.75%       Tax Free Fund ................ 0.75%
Equity Income Fund ........... 0.75%       Near-Term Tax Free Fund ...... 0.50%
Real Estate Fund ............. 0.75%       Government Securities Savings
                                            Fund ........................ 0.41%
Gold Shares Fund ............. 0.75%       Treasury Securities
World Gold Fund .............. 1.00%         Cash Fund .................. 0.50%

SUB-ADVISER

U.S. Global  Investors,  Inc., the Adviser,  has retained Goodman & Company N.Y.
Ltd. (Goodman & Company), 40 King Street West, Toronto, Ontario MSH 4A9, Canada,
to serve as  sub-adviser  to the Real  Estate  Fund.  Goodman &  Company  is the
manager of Dynamic  Mutual Funds, a Canadian  family of twenty-six  mutual funds
with approximately $6.5 billion (Cdn) of funds under management,  more than $500
million (Cdn) of which is in two real estate equity funds. In consideration  for
investment  management  services  rendered to the fund,  the Adviser  shares the
management fee with the Sub-Adviser. The Real Estate Fund is not responsible for
paying any portion of the Sub-Adviser's fees.

PORTFOLIO MANAGEMENT TEAM

The  Adviser  uses a team  approach  to  manage  the  assets of each  fund.  The
portfolio  team  is  jointly  and  primarily   responsible  for  the  day-to-day
management of the fund's  portfolios.  The  Sub-adviser  uses a team approach to
manage the Real Estate Fund. Mr. Ned Goodman and Ms. Anne MacLean lead the team.
Mr.  Goodman,  Chartered  Financial  Analyst,  has  more  than  thirty  years of
investment experience. Since 1979, Mr. Goodman has served as chairman, president
and chief  executive  officer  of Goodman &  Company,  an adviser to  investment
companies  operating in Canada. Ms. MacLean,  Chartered  Financial Analyst,  has
been a Goodman & Company  portfolio  manager and partner  responsible  for U.S.,
Latin American and real estate equities since January 1995. From January 1987 to
November  1994,  Ms.  MacLean  was a  portfolio  manager  with  Gluskin  Sheff &
Associates.

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<PAGE>

COMMON INVESTMENT PRACTICES AND RELATED RISKS

ILLIQUID AND RESTRICTED SECURITIES

The Gold Shares,  World Gold and Global  Resources Funds may invest up to 10% of
net assets (15% in the case of the China  Region  Fund) in illiquid  securities.
Illiquid  securities are those  securities  which cannot be disposed of in seven
days or less at  approximately  the  value at which a fund  carries  them on its
balance sheet.

The gold and  natural  resources  and the equity  funds may make  direct  equity
investments.  These  investments  may  involve  a high  degree of  business  and
financial risk.  Because of the thinly traded markets for these  investments,  a
fund may be unable to liquidate its securities in a timely manner, especially if
there is negative news regarding the specific securities or the markets overall.
These  securities  could  decline  significantly  in  value  before  a fund  can
liquidate these securities. In addition to financial and business risks, issuers
whose  securities  are not listed  will not be  subject  to the same  disclosure
requirements  applicable to issuers whose securities are listed.  For additional
risks see "Small Companies" on page 36.

REPURCHASE AGREEMENTS

Each fund may enter into  repurchase  agreements.  A  repurchase  agreement is a
transaction  in which a fund  purchases  a security  from a  commercial  bank or
recognized  securities dealer and has a simultaneous  commitment to sell it back
at an agreed  upon price on an agreed  upon date.  This date is usually not more
than  seven  days from the date of  purchase.  The  resale  price  reflects  the
original  purchase  price plus an agreed upon market rate of interest,  which is
unrelated to the coupon rate or maturity of the purchased security.

In  effect,  a  repurchase  agreement  is a loan by a fund  collateralized  with
securities,  usually  securities  issued by the U.S.  Treasury  or a  government
agency.  The repurchase  agreements entered into by each government money market
fund are collateralized  with cash and securities of the type in which that fund
may otherwise invest.

Repurchase  agreements  carry  several  risks,   including  the  risk  that  the
counterparty  defaults on its  obligations.  For  example,  if the seller of the
securities  underlying a  repurchase  agreement  fails to pay the agreed  resale
price on the agreed  delivery  date,  a fund may incur costs in disposing of the
collateral and may experience  losses if there is any delay in its ability to do
so.

SECURITIES LENDING

Each fund may lend its portfolio  securities to qualified  securities dealers or
other institutional investors. When lending securities, a fund will receive cash
or high-quality  liquid securities as collateral for the loan. Each fund, except
the

                                                                              33

<PAGE>

government  money  market  funds,  may  invest  cash  collateral  in  repurchase
agreements, including repurchase agreements collateralized with non-governmental
securities.  The  government  money market funds may invest cash  collateral  in
repurchase  agreements  collateralized  by  obligations  in which  each fund may
normally  invest.  Under  the terms of the  funds'  current  securities  lending
agreements,   the  funds'  lending  agent  has  guaranteed  performance  of  the
obligation of each borrower and each  counterparty to each repurchase  agreement
in which cash collateral is invested.

A failure by a borrower to return the loaned securities when due could result in
a loss to the fund if the value of the  collateral is less than the value of the
loaned  securities at the time of the default.  In addition,  a fund could incur
liability to the  borrower if the value of any  securities  purchased  with cash
collateral decreases during the term of the loan.

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

Each fund may purchase  securities on a when-issued or  delayed-delivery  basis.
This means the fund  purchases  securities for delivery at a later date and at a
stated  price or  yield.  There is a risk that the  market  price at the time of
delivery may be lower than the agreed upon  purchase  price.  In that case,  the
fund could suffer an unrealized loss at the time of delivery.

TEMPORARY INVESTMENTS

The Adviser may take a temporary  defensive position when the securities trading
markets or the  economy  are  experiencing  excessive  volatility,  a  prolonged
general decline or other adverse  conditions.  Under these  circumstances,  each
fund may invest up to 100% of its assets in:

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

     *    repurchase agreements.

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

When the funds are in a  defensive  investment  position,  they may not  achieve
their investment objective.

BORROWING

As a fundamental  policy, each fund may borrow up to 5% of its total assets from
a bank for  temporary or emergency  purposes.  The Gold Shares Fund,  World Gold
Fund, China Region Fund and All American Fund may borrow up to

34

<PAGE>

33 1/3% of their total assets  (including the amount  borrowed) less liabilities
(other  than  borrowings).  This  borrowing  is  intended to be only a temporary
solution  until  securities  can be sold in an orderly way. To the extent that a
fund borrows money before selling securities, the fund may be leveraged. At such
times,  the fund may  appreciate or depreciate  more rapidly than an unleveraged
portfolio.  Each fund will repay any money borrowed in excess of 5% of the value
of its total assets before purchasing additional portfolio securities.

FOREIGN SECURITIES

Since the gold and natural  resources  funds and the equity  funds may invest in
foreign securities,  they may be subject to greater risks than when investing in
U.S.  securities.  The risks of investing in foreign  securities  are  generally
greater when they involve emerging markets. These risks include:

CURRENCY RISK

The  value of a  foreign  security  will be  affected  by the value of the local
currency relative to the U.S. dollar.  When the fund sells a foreign denominated
security,  its  value may be worth  less in U.S.  dollars  even if the  security
increases in value in its home country.  U.S.  dollar-denominated  securities of
foreign companies may also be affected by currency risk.

POLITICAL, SOCIAL AND ECONOMIC RISK

Foreign investments may be subject to heightened political,  social and economic
risks,  particularly in emerging  markets,  which may have  relatively  unstable
governments,   immature  economic  structures,   national  policies  restricting
investments by foreigners, different legal systems and economies based on only a
few industries. In some countries, a risk may exist that the government may take
over the assets or  operations  of a company or that the  government  may impose
taxes or limits on the removal of the fund's assets from that country.

REGULATORY RISK

There may be less government  supervision of foreign  securities  markets.  As a
result, foreign companies may not be subject to the uniform accounting, auditing
and  financial  reporting   standards  and  practices   applicable  to  domestic
companies,  and there may be less publicly  available  information about foreign
companies.

MARKET RISK

Foreign securities markets,  particularly those of emerging markets, may be less
liquid and more  volatile  than domestic  markets.  Certain  markets may require
payment for securities before delivery and delays may be encountered in settling
securities  transactions.  In some foreign markets,  there may not be protection
against failure by other parties to complete transactions.

TRANSACTION COSTS

Costs of buying,  selling and holding foreign securities,  including  brokerage,
tax  and  custody  costs,   may  be  higher  than  those  involved  in  domestic
transactions.

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<PAGE>

The Gold Shares Fund may have significant  investments in South African issuers.
The unstable  political and social  conditions in South Africa and the unsettled
political conditions in neighboring countries may have disruptive effects on the
market  prices of the  investments  of the Gold  Shares  Fund and may impair its
ability to hold investments in South African issuers.

The gold and  natural  resources  funds  and the  equity  funds  may  invest  in
sponsored  or  unsponsored   American   Depositary  Receipts  (ADRs)  or  Global
Depositary   Receipts  (GDRs)   representing  shares  of  companies  in  foreign
countries. ADRs are depositary receipts typically issued by a U.S. bank or trust
company,  which evidence ownership of underlying  securities issued by a foreign
corporation.  Foreign banks or trust companies  typically  issue GDRs,  although
U.S. banks or trust  companies may issue them also.  They evidence  ownership of
underlying securities issued by a foreign or a United States corporation.

CONVERTIBLE SECURITIES

The gold and  natural  resources  funds  and the  equity  funds  may  invest  in
convertible securities. A convertible security is generally a debt obligation or
preferred stock that may be converted  within a specified  period of time into a
certain  amount of common  stock of the same or a  different  issuer.  As with a
typical  fixed-income  security,  a  convertible  security  tends to increase in
market value when  interest  rates  decline and decrease in value when  interest
rates rise. Like a common stock, the value of a convertible  security also tends
to increase as the market value of the underlying  stock rises,  and it tends to
decrease as the market value of the underlying stock declines. Because its value
can be  influenced by both  interest  rate and market  movements,  a convertible
security  is not as  sensitive  to  interest  rates  as a  similar  fixed-income
security,  nor is it as  sensitive  to changes in share price as its  underlying
stock.

SMALL COMPANIES

The gold and natural  resources  funds and the equity  funds may invest in small
companies for which it is difficult to obtain reliable information and financial
data. The securities of these smaller  companies may not be readily  marketable,
making it difficult to dispose of shares when it may otherwise be advisable.  In
addition,  certain  issuers in which a fund may invest may face  difficulties in
obtaining  the  capital  necessary  to  continue  in  operation  and may  become
insolvent,  which may result in a complete loss of the fund's investment in such
issuers.

DERIVATIVE SECURITIES

The gold and  natural  resources  funds and the equity  funds  may,  but are not
required to, invest in derivative securities,

36

<PAGE>

which include purchasing and selling  exchange-listed and  over-the-counter  put
and call options or LEAPS on  securities,  equity and  fixed-income  indexes and
other financial  instruments.  In addition,  the Gold Shares,  World Gold, China
Region and All American Funds may purchase and sell financial  futures contracts
and  options  thereon,  and enter into  various  currency  transactions  such as
currency forward  contracts,  or options on currencies or currency futures.  The
funds may, but are not required to, invest in derivative securities for hedging,
risk management or portfolio management purposes.  Derivative  securities may be
used to attempt  to  protect  against  possible  changes in the market  value of
securities  held in, or to be purchased for, the  portfolio.  The ability of the
funds to use derivative  securities  successfully will depend upon the Adviser's
ability  to  predict  pertinent  market  movements,  which  cannot  be  assured.
Investing in derivative  securities will increase  transaction  expenses and may
result in a loss that exceeds the  principal  invested in the  transaction.  The
funds will comply with  applicable  regulatory  requirements  when  investing in
derivative  securities.  For  more  information  on  derivative  securities  and
specific fund limitations, see the Statement of Additional Information.

CURRENCY HEDGING

The World Gold,  Gold  Shares,  All American and China Region Funds may, but are
not  required  to,  invest in  derivative  securities  in an  attempt to hedge a
particular fund's foreign  securities  investments back to the U.S. dollar when,
in their  judgment,  currency  movements  affecting  particular  investments are
likely to harm  performance.  Possible losses from changes in currency  exchange
rates are a primary risk of unhedged  investing in foreign  securities.  While a
security may perform well in a foreign  market,  if the local currency  declines
against the U.S. dollar, gains from the investment can decline or become losses.
Typically,   currency   fluctuations   are  more   extreme   than  stock  market
fluctuations.  Accordingly,  the strength or weakness of the U.S. dollar against
foreign  currencies may account for part of a fund's  performance  even when the
Adviser  attempts to reduce  currency  risk through  hedging  activities.  While
currency  hedging may reduce  portfolio  volatility,  there are costs associated
with such hedging, including the loss of potential profits, losses on derivative
securities and increased transaction expenses.

PORTFOLIO TURNOVER

The length of time a fund has held a  particular  security  is not  generally  a
consideration in investment  decisions.  It is the policy of each fund to effect
portfolio transactions without regard to a holding period if, in the judgment of
the Adviser,  such  transactions  are advisable.  Portfolio  turnover  generally
involves some expense, including brokerage commissions, dealer mark-ups or other
transaction costs on the sale of

                                                                              37

<PAGE>

securities  and  reinvestment  in other  securities.  Such  sales may  result in
realization of taxable capital gains for shareholders.  Portfolio turnover rates
for the funds are described in the Financial Highlights section.

INVESTMENTS IN CLOSED-END INVESTMENT COMPANIES

The gold and  natural  resources  funds and the  equity  funds may invest in the
securities of closed-end  investment  companies with investment policies similar
to those of the fund, provided the investments in these securities do not exceed
3% of the total voting stock of any such closed-end  investment  company, do not
individually  exceed  5% of the total  assets of the fund and do not,  in total,
exceed  10% of the  fund's  total  assets.  The fund  will  indirectly  bear its
proportionate share of any management fees paid by investment  companies it owns
in addition to the advisory fee paid by the fund.

SECURITIES RATINGS

The Adviser  will use the ratings  provided by  independent  rating  agencies in
evaluating the credit  quality of a debt security and in  determining  whether a
security qualifies as eligible for purchase under a fund's investment  policies.
If a security  is not rated,  the  Adviser may  determine  that the  security is
comparable  in  quality  to  a  rated   security  for  purposes  of  determining
eligibility.  In the event  that an agency  downgrades  the rating of a security
below the quality  eligible for purchase by a fund,  the fund reserves the right
to continue  holding the security if the Adviser  believes such action is in the
best interest of shareholders.

38

<PAGE>

HOW TO BUY SHARES

MINIMUMS

                                                    INITIAL      SUBSEQUENT
                                                 INVESTMENT      INVESTMENT
     -----------------------------               ----------      ----------
     Regular Account                               $5,000            $50
     Regular Money Market Accounts                 $1,000            $50
     ABC Investment Plan(R)                        $  100            $30
     Custodial accounts for minors                 $   50            $50
     Retirement account                              None           None

     Minimum investments may be waived at the discretion of the Adviser.


SEND NEW ACCOUNT APPLICATIONS TO:

Shareholder Services
U.S. Global Investors Funds
P.O. Box 781234
San Antonio, TX 78278-1234

BY MAIL

 * Read this prospectus.

 * Fill out the application if you are opening a new account.

 * Write your check for the amount you want to invest. Make it
   payable to the fund you are buying.

 * Send the completed application and check in the envelope provided.

 * To add to an existing account, be sure to include your account number on your
   check  and  mail it with  the  investment  slip  found  on your  confirmation
   statement.

BY TELEPHONE

 * We automatically grant all shareholders  telephone exchange privileges unless
   they decline them explicitly in writing.

 * If you have a U.S. Global Investors Funds account, you may
   purchase additional shares by telephone order.

 * You must pay for them within seven business days.

 * Telephone purchases are not available for money market funds or
   U.S. Global retirement accounts.

 * Telephone purchase orders may not exceed ten times the value of the collected
   balance of all like-registered accounts on the date the order is placed.

BY WIRE

 * Call 1-800-US FUNDS for current wire instructions and a
   confirmation number.

BY AUTOMATIC INVESTMENT

 * To purchase more shares automatically each month, fill out the ABC Investment
   Plan(R) form.

                                                                              39

<PAGE>

 * U.S. Global Investors Funds automatically withdraws monies from
   your bank account monthly.

 * See details on the application. By Direct Deposit

BY DIRECT DEPOSIT

 * You may buy shares of the money market funds through direct deposit. For more
   information, call 1-800-US-FUNDS.

IMPORTANT NOTES ABOUT PAYING FOR YOUR SHARES

You may not purchase shares by credit card.

You may not exchange  shares  purchased by telephone until the fund has received
and accepted payment and has posted it to your account.

Checks drawn on foreign banks will not be invested until the collection  process
is complete.

The funds will cancel unpaid telephone  orders,  and any decline in price of the
shares will be collected from shares of any affiliated funds you own.

If a check or ACH investment is returned unpaid due to insufficient  funds, stop
payment  or other  reasons,  the  funds  will  charge  you $20,  and you will be
responsible  for any loss  incurred  by the fund.  To  recover  any such loss or
charge, the funds reserve the right to redeem shares of any affiliated funds you
own, and you could be prohibited from placing further orders unless full payment
by wire or cashier's check accompanies the investment request.

EFFECTIVE TIME FOR PURCHASE OR REDEMPTION ORDERS

Purchases  of shares in the funds  require  payment by check or wire at the time
the order is received  except for  telephone  purchases  which  require  payment
within seven business days after the order is received and accepted.

If you purchase  shares by check,  you can sell (redeem) those shares  beginning
seven  calendar days after your check is received by  Shareholder  Services--you
can exchange into other U.S. Global  Investors Funds anytime.  The fund reserves
the right to refuse to honor redemptions if your check has not cleared.

Orders to  purchase  shares  received  after 4:00 p.m.  Eastern  time (3:00 p.m.
Eastern  time for the Gold  Shares Fund and World Gold Fund) or the close of the
New York Stock Exchange (NYSE),  whichever is earlier, will not become effective
until the next business day.

Any expenses  charged to the funds for  collection  procedures  will be deducted
from the amount invested.

40

<PAGE>

An order to establish a new account will become effective,  if accepted,  at the
time the fund  next  determines  its net  asset  value  (NAV)  (see  page 45 for
determination of NAV) per share after the fund's transfer agent or sub-agent has
received:

 * a completed and signed application, and

 * a check or wire transfer for the full amount.

If you already have an account with a fund,  your order to purchase  shares will
become  effective  at the time the fund next  determines  NAV after the transfer
agent or sub-agent  receives and accepts your written request or telephone order
or, in the case of a money  market fund,  after the transfer  agent or sub-agent
receives and accepts your check or wire transfer.

In all  cases,  the  shares  purchased  will be priced at the NAV per share next
determined after the time of effectiveness.

All  purchases  of shares  are  subject to  acceptance  by the funds and are not
binding until accepted.

                                                                              41

<PAGE>

HOW TO SELL (REDEEM) SHARES

BY MAIL

 * Send a written  request  showing your account number and the dollar amount or
   number of shares you are  redeeming  to the  address  shown under "How to Buy
   Shares."

 * Each registered  shareholder  must sign your request,  with the  signature(s)
   appearing exactly as it does on your account registration.

 * Redemptions of more than $15,000 require a signature guarantee.

 * A signature guarantee may be required for other circumstances. See
   "Signature Guarantee/Other Documentation" section.

 * Call 1-800-US-FUNDS for additional requirements.

BY TELEPHONE

 * Call 1-800-US-FUNDS.

 * If you have an  identically  registered  account in a U.S.  Global  Investors
   money  market  fund with  checkwriting,  you may call the fund and  direct an
   exchange of your fund shares into your  existing  money market fund  account.
   You may then write a check against your money market fund account.

 * For telephone redemptions, see "Signature Guarantee/Other
   Documentation" for limitations.

 * Telephone redemptions are available through our money market
   funds.

BY CHECK

You may write an unlimited  number of checks of any amount out of your  Treasury
Securities  Cash Fund, and you may write an unlimited  number of checks for $500
or more out of your Government  Securities  Savings Fund. All checks are subject
to the terms and conditions for  checkwriting of the bank identified on the face
of the check.

IMPORTANT NOTES ABOUT REDEEMING YOUR SHARES

Generally,  we will send  payment  for your  redeemed  shares to you  within two
business days after your redemption  request has been received and accepted by a
fund.

You may receive payment for redeemed shares via wire. To elect these
services, send the fund a written request giving your bank
information with signature guarantee for all registered owners. (See
"Signature Guarantee/Other Documentation.")

You will be charged $10 for a wire transfer.  International wire charges will be
higher.

42

<PAGE>

We will usually send a wire transfer the next business day after receipt of your
order.

Proceeds from the  redemption of shares  purchased by check may be delayed until
full payment for the shares has been received and cleared,  which may take up to
seven business days from the purchase date.

To protect  shareholders from the expense burden of excessive trading, the funds
charge a trader's fee which is described in the Fees and Expenses  table on page
19.

Upon closing your account, you will be charged a $10 account closing fee.

                                                                              43

<PAGE>

EXCHANGING SHARES

When exchanging  shares into other funds in the U.S. Global  Investors family of
funds:

 * Each  account  must be  registered  identically;  each  must  have  the  same
   signatures and addresses.

 * You will be charged $5 by the  transfer  agent for each  exchange  out of any
   fund account.

 * Retirement accounts administered by the Adviser or its agents may exchange up
   to three times per quarter at no charge. (Short-term trading fees may apply.)

 * You may exchange shares using the automated telephone system,  speaking to an
   investment  representative,  or by mail.  Certain  restrictions  apply to the
   automated telephone system. Please call 1-800-US-FUNDS for more details.

 * You are  responsible  for obtaining and reading the  prospectus  for the fund
   into which you are exchanging.

 * Exchanges result in the sale of one fund's shares and the purchase of another
   fund's shares, which is usually a taxable event to you.

 * Exchanges into any new fund are subject to that fund's initial and subsequent
   investment minimums.

 * Exchanges out of a fund may be subject to a trader's fee. See page
   19 for details.

 * An exchange order is effective  when the exchange  request is received by the
   funds,  except that  exchanges  into and out of the Gold Shares  and/or World
   Gold Funds are not permitted after 3:00 p.m. Eastern time or the close of the
   NYSE, whichever is earlier. Any exchange order into or out of the Gold Shares
   and/or World Gold Funds after 3:00 p.m. Eastern time will be effective on the
   next business  day. A  shareholder  of the Gold Shares Fund or the World Gold
   Fund, however, may redeem shares at any time until 4:00 p.m. Eastern time (or
   the close of the NYSE, if earlier).

 * Exchanges  into a money  market  fund may be  delayed  until such time as the
   proceeds  from the sale of the fund  out of which  you wish to  exchange  are
   available  to the money market  fund,  which could take up to seven days.  In
   general,  the funds expect to exercise this right to delay the  effectiveness
   of the purchase  only on exchanges of $50,000 or more.  If your purchase will
   be delayed, you will be notified immediately.

44

<PAGE>

IMPORTANT INFORMATION ABOUT PURCHASES, REDEMPTIONS AND EXCHANGES

FUNDS RESERVE CERTAIN RIGHTS

 * To hold  redemption  proceeds for up to seven days, or longer if permitted by
   the SEC.

 * To waive investment minimums or account minimum fees.

 * To refuse any application, investment or exchange.

 * To require a signature guarantee or any other documentation.

 * To freeze any account and suspend  account  services  when notice is received
   that there is a dispute between  registered or beneficial  owners or there is
   reason to believe a fraudulent or illegal transaction has or may occur.

ACCOUNT MINIMUMS

To reduce its expenses,  each fund may redeem the shares in your account if your
balance drops below $5,000 (or $1,000 for the money market funds) for any reason
other than share  value  decline.  The fund also may deduct a monthly $5 minimum
balance  fee (or the value of the  account if less than $5) from such  accounts.
Active ABC  Investment  Plan(R)  accounts,  retirement  accounts  and  custodial
accounts for minors are not subject to these involuntary redemptions and balance
fee policies.

You will  receive  a 30-day  written  notice  before  the  fund  undertakes  any
involuntary redemption.  During that time, you may buy more shares to bring your
account above the minimum.

NET ASSET VALUE (NAV) CALCULATION

The price at which you buy,  sell or exchange fund shares is the NAV. The NAV of
a fund is  calculated  at the close of  regular  trading  of the NYSE,  which is
usually  4:00  p.m.  Eastern  time,  each day  that  the  NYSE is  open.  NAV is
determined by adding the value of the fund's investments, cash and other assets,
deducting  liabilities,  and  dividing  that  value by the total  number of fund
shares outstanding.

For a purchase,  redemption  or exchange of fund  shares,  your price is the NAV
next calculated after your request is received in good order and accepted by the
fund,  its agent or designee.  To receive a specific  day's price,  your request
must be received  before the close of the NYSE on that day.  For the Gold Shares
and World Gold Funds, your request must be received by 3:00 p.m. Eastern time or
the close of the NYSE, whichever is earlier.

When the fund  calculates  its NAV, it values the  securities it holds at market
value. When market quotes are not available

                                                                              45

<PAGE>

or do not fairly  represent  market  value,  or if a  security's  value has been
materially  affected by events  occurring after the close of a foreign market on
which the security  principally  trades,  the  securities  may be valued at fair
value.  Fair value will be determined in good faith using  consistently  applied
procedures  that have been  approved by the trustees.  Money market  instruments
maturing  within 60 days may be valued at  amortized  cost,  which  approximates
market  value.  Assets  and  liabilities  expressed  in foreign  currencies  are
converted into U.S. dollars at the prevailing market rates quoted by one or more
banks or dealers at 12:00 noon Eastern time each day.

Certain  funds  invest in  portfolio  securities  that are  primarily  listed on
foreign  exchanges  or other  markets that trade on weekends and other days when
the funds do not price  their  shares.  As a result,  the NAV of these funds may
change on days when you will not be able to purchase or redeem shares.

SIGNATURE GUARANTEE/OTHER DOCUMENTATION

The funds  require  signature  guarantees  to  protect  you and the  funds  from
attempted  fraudulent requests for redeemed shares. Your redemption request must
therefore be in writing and accompanied by a signature guarantee if:

 * Your redemption request exceeds $15,000.

 * You request that payment be made to a name other than the one on your account
   registration.

 * You request that payment be mailed to an address other than the one of record
   with the fund.

 * You change or add information relating to your designated bank.

 * You have changed your address of record within the last 30 days.

You  may  obtain  a  signature   guarantee  from  most  banks,   credit  unions,
broker/dealers,  savings and loans, and other eligible institutions.  You cannot
obtain a signature guarantee from a notary public.

The  guarantor  must  use a stamp  "SIGNATURE  GUARANTEED"  and the  name of the
financial institution. An officer of the institution must sign the guarantee. If
residing  outside the United States,  a Consular's seal will be accepted in lieu
of a signature  guarantee.  Military  personnel may acknowledge their signatures
before officers  authorized to take  acknowledgments,  e.g.,  legal officers and
adjutants.

The  signature  guarantee  must appear  together  with the  signature(s)  of all
registered owner(s) of the redeemed shares

46

<PAGE>

on the  written  redemption  request.  Each  signature  must  have  a  signature
guarantee stamp.

Additional  documents are required for redemptions by  corporations,  executors,
administrators, trustees, and guardians. For instructions call 1-800-US-FUNDS.

OTHER INFORMATION ABOUT YOUR ACCOUNT

The funds take  precautions to ensure that telephone  transactions  are genuine,
including recording the transactions,  testing shareholder  identity and sending
written  confirmations  to  shareholders  of record.  The funds and its  service
providers  are not liable for acting upon  instructions  that they believe to be
genuine if these procedures are followed.

CONFIRMATIONS

After any transaction,  you will receive written confirmation  including the per
share price and the dollar amount and number of shares bought or redeemed.

PURCHASES THROUGH BROKER/DEALERS

You may buy fund shares through financial  intermediaries such as broker/dealers
or banks, who may charge you a fee or have different  account minimums which are
not applicable if you buy shares directly from the funds.

                                                                              47

<PAGE>

ADDITIONAL INVESTOR SERVICES

RETIREMENT PLANS

The funds are offered through a range of qualified  retirement plans,  including
IRAs,  SEPs,  401(k) plans,  403(b) plans and other  pension and  profit-sharing
plans.  Each fund in an account  will be charged  an annual  maintenance  fee as
follows:

     Regular IRA                 $10
     Roth IRA                    $10
     Education IRA               $10
     SEP IRA                     $15
     SIMPLE IRA                  $25
     Profit-sharing plan         $15

The funds  offer many other  services,  such as  payroll  deductions,  custodial
accounts and systematic withdrawals.

Please call 1-800-US-FUNDS for more information.

48

<PAGE>

DISTRIBUTIONS AND TAXES

Unless you elect to have your  distributions in cash, they will automatically be
reinvested in fund shares. The funds generally distribute capital gains, if any,
annually in December.  The funds generally declare and pay income dividends,  if
any, as follows:

 * Gold and natural  resources  funds and the China Region  Fund--dividends  are
   declared and paid annually, usually in December.

 * All American and Equity Income Funds--dividends are declared and
   paid quarterly.

 * Real Estate Fund--dividends are declared and paid semi-annually.

 * Tax-free funds--dividends are declared and paid monthly.

 * Money  market  funds--all  net  income is  declared  and  accrued  as a daily
   dividend and paid  monthly.  Shares of the money market funds are eligible to
   receive  dividends  beginning on the first  business day after the  effective
   date of the purchase.  Shares of the money market funds receive  dividends on
   the day shares are redeemed.  However,  redemptions by checkwriting  draft do
   not earn dividends on the day shares are redeemed.

TAXES TO YOU

You will  generally owe taxes on amounts paid or  distributed  to you by a fund,
whether you reinvest the  distributions in additional  shares or receive them in
cash.

Distributions  of gains  from the sale of assets  held by a fund for more than a
year  generally  are  taxable  to you  at  the  long-term  capital  gains  rate,
regardless  of how long you have  held fund  shares.  Distributions  from  other
sources generally are taxed as ordinary income.

Each year the fund will send you a statement  that will detail the tax status of
distributions made to you for that year.

If you redeem fund  shares  that have gone up in value,  you will have a taxable
gain when you redeem unless you hold your shares in a tax-deferred account, such
as an IRA.  Exchanges are treated as a redemption and purchase for tax purposes.
Therefore,  you will also  have a  taxable  gain  upon  exchange  if the  shares
redeemed  have gone up in value  unless the  exchange  is  between  tax-deferred
accounts.

                                                                              49

<PAGE>

FINANCIAL HIGHLIGHTS

The tables below are intended to show you each fund's financial  performance for
the past five years.  Some of the information  reflects  financial results for a
single fund share.  The total returns  represent the rate that an investor would
have  earned  (or lost) on an  investment  in each  fund.  It  assumes  that all
dividends and capital gains have been reinvested.

PricewaterhouseCoopers LLP has audited this information. PricewaterhouseCoopers'
report and the fund's  financial  statements  are included in the annual report,
which is available by request.


CHINA REGION OPPORTUNITY FUND

                                     PER SHARE FOR EACH YEAR ENDED JUNE 30,
                               ------------------------------------------------
                                 1999      1998      1997      1996      1995
                               -------   -------    -------   -------   -------
Net asset value, beginning of
 year                          $  4.09   $  8.60    $  6.43   $  6.67   $  7.75
                               =======   =======    =======   =======   =======
Investment activities
  Net investment income (loss)   (0.03)     0.03       0.05      0.08      0.10
  Net realized and unrealized
   gain (loss)                    1.55     (4.49)      2.15     (0.22)    (1.09)
                               -------   -------    -------   -------   -------
  Total from investment
   activities                     1.52     (4.46)      2.20     (0.14)    (0.99)
                               -------   -------    -------   -------   -------
Distributions
  From net investment income      --       (0.05)     (0.03)    (0.08)    (0.09)
  In excess of net investment
   income                        (0.03)     --         --       (0.02)     --
  From net realized gains         --        --         --        --        --
                               -------   -------    -------   -------   -------
  Total distributions            (0.03)    (0.05)     (0.03)    (0.10)    (0.09)
                               -------   -------    -------   -------   -------
Net asset value, end of year   $  5.58   $  4.09    $  8.60   $  6.43   $  6.67
                               =======   =======    =======   =======   =======
Total return (excluding
 account fees)                  37.50%   (52.06)%    34.38%    (2.07)%  (12.79)%
Ratios/Supplemental data
Net assets, end of year (in
 thousands)                    $29,156   $19,460    $42,099   $20,967   $19,022
Ratios to average net
 assets (a)
  Expenses                        4.41%     2.60%      2.22%     2.15%     1.95%
  Expenses excluding fee
   reimbursements and expense
   reductions                     4.41%     2.60%      2.54%     2.60%     2.51%
  Net investment income (loss)   (1.18)%    0.39%      0.87%     1.24%     1.53%
Portfolio turnover rate             13%       17%        24%       37%       54%


(a) These  ratios  include fee  reimbursements  and  expenses  reductions.  Such
    amounts would  decrease the net  investment  income ratio had such reduction
    not occurred.

50

<PAGE>

ALL AMERICAN EQUITY FUND

                                      PER SHARE FOR EACH YEAR ENDED JUNE 30,
                                 -----------------------------------------------
                                 1999      1998       1997      1996      1995
                                -------   -------    -------   -------   -------
Net asset value, beginning of
 year                           $ 38.80   $ 31.34    $ 24.55   $ 20.08   $ 19.52
                                =======   =======    =======   =======   =======
Investment activities
  Net investment income            0.26      0.38       0.38      0.41      0.44
  Net realized and unrealized
   gain                            7.10      8.06       7.64      4.44      2.68
                                -------   -------    -------   -------   -------
  Total from investment
   activities                      7.36      8.44       8.02      4.85      3.12
                                -------   -------    -------   -------   -------
Distributions
  From net investment income     (0.25)    (0.37)     (0.43)    (0.38)    (0.39)
  In excess of net investment
   income                        (0.01)    (0.03)      --        --        --
  From net realized gains        (1.12)    (0.58)     (0.80)     --        --
  In excess of net realized
   gains                          --        --         --        --       (2.17)
                                -------   -------    -------   -------   -------
  Total distributions            (1.38)    (0.98)     (1.23)    (0.38)    (2.56)
                                -------   -------    -------   -------   -------
Net asset value, end of year    $ 44.78   $ 38.80    $ 31.34   $ 24.55   $ 20.08
                                =======   =======    =======   =======   =======
Total return (excluding
 account fees)                   19.49%    27.31%     33.68%    24.31%    17.98%
Ratios/Supplemental data
Net assets, end of year (in
 thousands)                     $53,202   $34,671    $25,478   $15,220   $11,931
Ratios to average net
 assets (a)
  Expenses                        1.00%     0.97%      0.67%     0.68%     0.70%
  Expenses excluding fee
   reimbursements
   and expense reductions         1.56%     1.61%      1.81%     1.90%     2.17%
  Net investment income           0.66%     1.03%      1.51%     1.84%     2.33%
Portfolio turnover rate             25%       24%         7%       16%       97%

(a)  These  ratios  include  fee  reimbursements  and expense  reductions.  Such
     amounts would decrease the net investment  income ratio had such reductions
     not occurred.


REAL ESTATE FUND

                                      PER SHARE FOR EACH YEAR ENDED JUNE 30,
                                   --------------------------------------------
                                    1999     1998      1997      1996     1995
                                   ------   -------   -------   ------   ------
Net asset value, beginning of
 year                              $13.68   $ 14.22   $ 10.97   $ 9.80   $ 9.86
                                   ======   =======   =======   ======   ======
Investment activities
  Net investment income              0.16      0.27      0.40     0.42     0.23
  Net realized and unrealized
   gain (loss)                      (1.39)     0.03      3.15     1.27    (0.13)
                                   ------   -------   -------   ------   ------
  Total from investment
   activities                       (1.23)     0.30      3.55     1.69     0.10
                                   ------   -------   -------   ------   ------
Distributions
  From net investment income        (0.15)    (0.39)    (0.30)   (0.39)   (0.16)
  In excess of net investment
   income                           (0.02)       --        --       --       --
  From net realized gains           (2.10)    (0.45)       --       --       --
  In excess of net realized gains   (0.85)       --        --       --       --
  Tax return of capital                --        --        --    (0.13)      --
                                   ------   -------   -------   ------   ------
  Total distributions               (3.12)    (0.84)    (0.30)   (0.52)   (0.16)
                                   ------   -------   -------   ------   ------
Net asset value, end of year       $ 9.33   $ 13.68   $ 14.22   $10.97   $ 9.80
                                   ======   =======   =======   ======   ======
Total return (excluding account
 fees)                              (8.44)%    1.39%    32.44%   17.34%    1.09%
Ratios/Supplemental data
Net assets, end of year (in
 thousands)                        $7,070   $11,368   $13,897   $8,220   $9,169
Ratios to average net assets (a)
  Expenses                           3.20%     1.97%     1.80%    2.26%    1.92%
  Expenses excluding fee
   reimbursements and expense
   reductions                        3.21%     2.01%     1.82%    2.27%    1.95%
  Net investment income              1.40%     2.05%     3.19%    3.63%    2.22%
Portfolio turnover rate                54%       95%      118%     108%      48%

(a)  These  ratios  include  fee  reimbursements  and expense  reductions.  Such
     amounts would decrease the net investment  income ratio had such reductions
     not occurred.

                                                                              51

<PAGE>

EQUITY INCOME FUND

                                      PER SHARE FOR EACH YEAR ENDED JUNE 30,
                                   --------------------------------------------
                                     1999      1998     1997     1996      1995
                                   ------   -------   ------   ------   -------
Net asset value, beginning of
 year                              $15.32   $ 14.49   $14.94   $13.35   $ 12.57
                                   ======   =======   ======   ======   =======
Investment activities
  Net investment income              0.17      0.23     0.31     0.35      0.35
  Net realized and unrealized
   gain                              0.72      2.84     1.77     1.84      0.79
                                   ------   -------   ------   ------   -------
  Total from investment
   activities                        0.89      3.07     2.08     2.19      1.14
                                   ------   -------   ------   ------   -------
Distributions
  From net investment income        (0.17)    (0.28)   (0.27)   (0.35)    (0.34)
  In excess of net investment
   income                              --        --       --       --        --
  From net realized gains           (1.45)    (1.96)   (2.26)   (0.25)    (0.02)
  In excess of net realized gains      --        --       --       --        --
                                   ------   -------   ------   ------   -------
  Total distributions               (1.62)    (2.24)   (2.53)   (0.60)    (0.36)
                                   ------   -------   ------   ------   -------
Net asset value, end of year       $14.59   $ 15.32   $14.49   $14.94   $ 13.35
                                   ======   =======   ======   ======   =======
Total return (excluding account
 fees)                               6.50%    23.92%   15.58%   16.60%     9.31%
Ratios/Supplemental data
Net assets, end of year (in
 thousands)                        $9,933   $11,137   $9,615   $9,698   $10,230
Ratios to average net assets (a)
  Expenses                           2.56%     2.14%    2.19%    2.08%     1.98%
  Expenses excluding fee
   reimbursements and expense
   reductions                        2.56%     2.14%    2.20%    2.10%     2.01%
  Net investment income              1.15%     1.54%    2.18%    2.45%     2.59%
Portfolio turnover rate               101%       29%      88%      51%        7%

(a)  These  ratios  include  fee  reimbursements  and expense  reductions.  Such
     amounts would decrease the net investment  income ratio had such reductions
     not occurred.

52

<PAGE>

GOLD SHARES FUND

                                     PER SHARE FOR EACH YEAR ENDED JUNE 30,
                               ------------------------------------------------
                                1999     1998 *     1997 *    1996 *    1995 *
                               -------   -------    -------   -------   -------
Net asset value, beginning
 of year                       $  3.79   $  9.40    $ 18.40   $ 21.40   $ 24.80
                               =======   =======    =======   =======   =======
Investment activities
  Net investment income
   (loss)                        (0.11)     0.01       0.40      0.50      0.60
  Net realized and
   unrealized gain (loss)        (0.26)    (5.50)     (8.90)    (3.00)    (3.30)
                               -------   -------    -------   -------   -------
  Total from investment
   activities                    (0.37)    (5.49)     (8.50)    (2.50)    (2.70)
                               -------   -------    -------   -------   -------
Distributions
  From net investment income      --       (0.11)     (0.50)    (0.50)    (0.60)
  In excess of net
   investment income              --       (0.01)      --        --       (0.10)
  From net realized gains         --        --         --        --        --
                               -------   -------    -------   -------   -------
  Total distributions             --       (0.12)     (0.50)    (0.50)    (0.70)
                               -------   -------    -------   -------   -------
Net asset value, end of year   $  3.42   $  3.79    $  9.40   $ 18.40   $ 21.40
                               =======   =======    =======   =======   =======
Total return (excluding
 account fees)                 (9.76)%  (58.83)%   (46.49)%  (11.73)%  (11.21)%
Ratios/Supplemental data
Net assets, end of year (in
 thousands)                   $38,286   $46,251    $79,523   $153,839  $211,171
Ratios to average net
 assets (a)
  Expenses                       5.24%     2.47%      1.80%     1.54%     1.42%
  Expenses excluding fee
   reimbursements and
   expense reductions            5.59%     2.67%      1.84%     1.58%     1.47%
  Net investment income
   (loss)                       (2.88)%    0.53%      2.68%     1.81%     2.47%
Portfolio turnover rate           388%      220%        44%       24%       33%

*    Adjusted to reflect a 1-for-10 reverse stock split as of July 1, 1998

(a)  These  ratios  include  fee  reimbursements  and expense  reductions.  Such
     amounts would decrease the net investment  income ratio had such reductions
     not occurred.

                                                                              53

<PAGE>

WORLD GOLD FUND

                                     PER SHARE FOR EACH YEAR ENDED JUNE 30,
                               ------------------------------------------------
                                1999      1998       1997      1996      1995
                               -------   -------    -------   -------   -------
Net asset value,
 beginning of year             $  9.86   $ 15.95    $ 21.12   $ 15.81   $ 15.63
                               =======   =======    =======   =======   =======


Investment activities
  Net investment income
   (loss)                         0.02     (0.05)     (0.12)    (0.08)    (0.12)
  Net realized and
   unrealized gain
   (loss)                        (2.08)    (5.90)     (3.94)     5.39      0.33
                               -------   -------    -------   -------   -------
  Total from investment
   activities                    (2.06)    (5.95)     (4.06)     5.31      0.21
                               -------   -------    -------   -------   -------
Distributions
  From net investment
   income                        (0.01)     --        (1.11)     --        --
  In excess of net
   investment income              --       (0.14)      --        --       (0.03)
  From net realized
   gains                          --        --         --        --        --
                               -------   -------    -------   -------   -------
  Total distributions            (0.01)    (0.14)     (1.11)     --       (0.03)
                               -------   -------    -------   -------   -------
Net asset value, end
  of year                      $  7.79   $  9.86    $ 15.95   $ 21.12   $ 15.81
                               =======   =======    =======   =======   =======
Total return (excluding
 account fees)                  (20.89)%  (37.41)%   (20.10)%   33.59%     1.36%
Ratios/Supplemental
 data
Net assets, end of year
 (in thousands)                $96,057   $149,759   $187,466  $248,781  $181,473
Ratios to average net
 assets (a)
  Expenses                        2.12%     1.74%      1.52%     1.51%     1.55%
  Expenses excluding
   fee reimbursements
   and expense
   reductions                     2.18%     1.74%      1.54%     1.53%     1.58%
  Net investment income
   (loss)                        0.27%    (0.72)%    (0.60)%   (0.40)%   (0.66)%
Portfolio turnover rate            252%       43%        40%       26%       28%

(a)  These  ratios  include  fee  reimbursements  and expense  reductions.  Such
     amounts would decrease the net investment  income ratio had such reductions
     not occurred.

GLOBAL RESOURCES FUND

                                      PER SHARE FOR EACH YEAR ENDED JUNE 30,
                               ------------------------------------------------
                                1999      1998       1997      1996      1995
                               -------   -------    -------   -------   -------
Net asset value, beginning of
 year                          $  4.47   $  7.33    $  6.98   $  5.76   $  5.74
                               =======   =======    =======   =======   =======

Investment activities
  Net investment income (loss)   (0.07)    (0.01)     (0.05)    (0.01)    (0.03)
  Net realized and unrealized
   gain (loss)                   (0.15)    (1.95)      1.34      1.31      0.36
                               -------   -------    -------   -------   -------
  Total from investment
   activities                    (0.22)    (1.96)      1.29      1.30      0.33
                               -------   -------    -------   -------   -------
Distributions
  From net investment income      --        --        (0.04)     --        --
  In excess of net investment
   income                         --        --         --       (0.01)     --
  From net realized gains         --       (0.04)     (0.90)    (0.07)     --
  In excess of net realized
   gain                          (0.24)    (0.86)      --        --       (0.31)
                               -------   -------    -------   -------   -------
  Total distributions            (0.24)    (0.90)     (0.94)    (0.08)    (0.31)
                               -------   -------    -------   -------   -------
Net asset value, end of year   $  4.01   $  4.47    $  7.33   $  6.98   $  5.76
                               =======   =======    =======   =======   =======
Total return (excluding
 account fees)                   (4.12)%  (29.79)%    18.96%    22.80%     5.94%
Ratios/Supplemental data
Net assets, end of year (in
 thousands)                     $16,964   $18,958    $29,983   $24,534   $21,452
Ratios to average net
 assets (a)
  Expenses                        4.34%     2.38%      2.30%     2.57%     2.49%
  Expenses excluding fee
   reimbursements and expense
   reductions                     4.34%     2.42%      2.34%     2.58%     2.51%
  Net investment income (loss)  (1.83)%   (1.51)%    (0.76)%   (0.13)%   (0.60)%
Portfolio turnover rate            153%      192%        52%      117%       50%

(a) These ratios include fee reimbursements and expense reductions.
     Such  amounts  would  decrease  the net  investment  income  ratio had such
     reductions not occurred.

54

<PAGE>

TAX FREE FUND

                                     PER SHARE FOR EACH YEAR ENDED JUNE 30,
                               ------------------------------------------------
                                1999      1998       1997      1996      1995
                               -------   -------    -------   -------   -------
Net asset value, beginning of
 year                          $ 12.20   $ 11.89    $ 11.58   $ 11.55   $ 11.40
                               =======   =======    =======   =======   =======
Investment activities
  Net investment income           0.55      0.57       0.59      0.59      0.64
  Net realized and unrealized
   gain (loss)                   (0.37)     0.33       0.31      0.01      0.18
                               -------   -------    -------   -------   -------
  Total from investment
   activities                     0.18      0.90       0.90      0.60      0.82
                               -------   -------    -------   -------   -------
Distributions
  From net investment income     (0.55)    (0.59)     (0.59)    (0.57)    (0.64)
  In excess of net investment
   income                         --        --         --        --       (0.03)
  From net realized gains        (0.03)     --         --        --        --
                               -------   -------    -------   -------   -------
  Total distributions            (0.58)    (0.59)     (0.59)    (0.57)    (0.67)
                               -------   -------    -------   -------   -------
Net asset value, end of year   $ 11.80   $ 12.20    $ 11.89   $ 11.58   $ 11.55
                               =======   =======    =======   =======   =======
Total return (excluding
 account fees)                   1.39%     7.71%      7.93%     5.25%     7.51%
Ratios/Supplemental data
Net assets, end of year (in
 thousands)                    $24,042   $21,400    $18,327   $19,949   $18,613
Ratios to average net
 assets (a)
  Expenses                       0.70%     0.70%      0.40%     0.36%     0.22%
  Expenses excluding fee
   reimbursements and expense
   reductions                    1.45%     1.45%      1.46%     1.44%     1.49%
  Net investment income          4.54%     4.77%      5.00%     5.06%     5.62%
Portfolio turnover rate            42%       49%        87%       69%       22%

(a)  These  ratios  include  fee  reimbursements  and expense  reductions.  Such
     amounts would decrease the net investment  income ratio had such reductions
     not occurred.

NEAR-TERM TAX FREE FUND

                                       PER SHARE FOR EACH YEAR ENDED JUNE 30,
                                     ------------------------------------------
                                      1999     1998     1997     1996     1995
                                     ------   ------   ------   ------   ------
Net asset value, beginning of year   $10.64   $10.49   $10.38   $10.47   $10.39
                                     ======   ======   ======   ======   ======
Investment activities
  Net investment income                0.42     0.43     0.48     0.47     0.45
  Net realized and unrealized gain
   (loss)                             (0.17)    0.19     0.12    (0.09)    0.06
                                     ------   ------   ------   ------   ------
  Total from investment activities     0.25     0.62     0.60     0.38     0.51
                                     ------   ------   ------   ------   ------
Distributions
  From net investment income          (0.42)   (0.47)   (0.49)   (0.47)   (0.43)
  From net realized gains                --       --       --       --       --
                                     ------   ------   ------   ------   ------
  Total distributions                 (0.42)   (0.47)   (0.49)   (0.47)   (0.43)
                                     ------   ------   ------   ------   ------
Net asset value, end of year         $10.47   $10.64   $10.49   $10.38   $10.47
                                     ======   ======   ======   ======   ======
Total return (excluding account
 fees)                                 2.35%    6.02%    5.85%    3.68%    5.02%
Ratios/Supplemental data
Net assets, end of year (in
 thousands)                          $7,411   $8,061   $7,360   $6,545   $7,128
Ratios to average net assets (a)
  Expenses                             0.70%    0.70%    0.40%    0.52%    0.20%
  Expenses excluding fee
   reimbursements and expense
   reductions                          2.25%    1.83%    1.92%    1.75%    1.62%
  Net investment income                3.93%    4.12%    4.67%    4.41%    4.25%
Portfolio turnover rate                  38%      39%     103%      83%      53%

(a)  These  ratios  include  fee  reimbursements  and expense  reductions.  Such
     amounts would decrease the net investment  income ratio had such reductions
     not occurred.

                                                                              55

<PAGE>

U.S. GOVERNMENT SECURITIES SAVINGS FUND

                                   PER SHARE FOR EACH YEAR ENDED JUNE 30,
                           ----------------------------------------------------
                             1999       1998       1997       1996       1995
                           --------   --------   --------   --------   --------
Net asset value,
 beginning of year         $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
                           ========   ========   ========   ========   ========
Investment activities
  Net investment income        0.05       0.05       0.05       0.05       0.05
  Net realized and
   unrealized gain (loss)        --         --         --         --      (0.01)
                           --------   --------   --------   --------   --------
  Total from investment
   activities                  0.05       0.05       0.05       0.05       0.04
                           --------   --------   --------   --------   --------
Distributions
  From net investment
   income                     (0.05)     (0.05)     (0.05)     (0.05)     (0.05)
  From net realized gains        --         --         --         --         --
                           --------   --------   --------   --------   --------
  Total distributions         (0.05)     (0.05)     (0.05)     (0.05)     (0.05)
Capital contribution by
 manager                         --         --         --         --       0.01
                           --------   --------   --------   --------   --------
Net asset value, end of
 year                      $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
                           ========   ========   ========   ========   ========
Total return (excluding
 account fees)              4.90%      5.38%      5.27%      5.34%      5.09 (b)
Ratios/Supplemental data
Net assets, end of year
 (in thousands)            $790,148   $761,518   $691,769   $588,409   $529,372
Ratios to average net
 assets (a)
  Expenses                     0.31%      0.31%      0.29%      0.26%      0.23%
  Expenses excluding fee
   reimbursements and
   expense reductions          0.61%      0.67%      0.70%      0.71%      0.68%
Net investment income          4.78%      5.25%      5.13%      5.28%      5.03%

(a)  These  ratios  include  fee  reimbursements  and expense  reductions.  Such
     amounts would decrease the net investment  income ratio had such reductions
     not occurred.

(b)  Total return includes the effect of a voluntary capital contribution by the
     adviser; otherwise, the return would have been 4.19%.

56

<PAGE>

U.S. TREASURY SECURITIES CASH FUND

                                  PER SHARE FOR EACH YEAR ENDED JUNE 30,
                           ----------------------------------------------------
                             1999       1998       1997       1996       1995
                           --------   --------   --------   --------   --------
Net asset value,
 beginning of year         $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
                           ========   ========   ========   ========   ========
Investment activities
  Net investment income        0.04       0.04       0.04       0.04       0.04
  Net realized and
   unrealized gain               --         --         --         --         --
                           --------   --------   --------   --------   --------
  Total from investment
   activities                  0.04       0.04       0.04       0.04       0.04
                           --------   --------   --------   --------   --------
Distributions
  From net investment
   income                     (0.04)     (0.04)     (0.04)     (0.04)     (0.04)
  From net realized gains        --         --         --         --         --
                           --------   --------   --------   --------   --------
  Total distributions         (0.04)     (0.04)     (0.04)     (0.04)     (0.04)
                           --------   --------   --------   --------   --------
Net asset value, end of
 year                      $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
                           ========   ========   ========   ========   ========
Total return (excluding
 account fees)                 3.92%      4.55%      4.35%      4.54%      4.43%
Ratios/Supplemental data
Net assets, end of year
 (in thousands)            $155,767   $149,421   $231,882   $188,844   $190,373
Ratios to average net
 assets (a)
  Expenses                     1.01%      0.96%      1.04%      1.03%      0.97%
  Expenses excluding fee
   reimbursements and
   expense reductions          1.01%      0.96%      1.04%      1.03%      0.97%
  Net investment income        3.87%      4.37%      4.22%      4.42%      4.32%

(a)  These  ratios  include  fee  reimbursements  and expense  reductions.  Such
     amounts would decrease the net investment  income ratio had such reductions
     not occurred.

                                                                              57

<PAGE>

APPENDIX

The following  compares the  performance  information  for the fiscal year ended
June 30, 1999 for the following  funds.  Past  performance  is not predictive of
future results.


CHINA REGION OPPORTUNITY FUND

[GRAPHIC: Linear graph plotted from data in table below]

                                               MORGAN STANLEY      INTERNATIONAL
             CHINA REGION      HANG SENG      CAPITAL FAR EAST       FINANCE
  DATE     OPPORTUNITY FUND    100 INDEX       EX JAPAN INDEX       CORPORATION
- --------   ----------------    ----------     ----------------     -------------
02/09/94      $10,000.00       $10,000.00        $10,000.00         $10,000.00
02/28/94       $9,465.73        $9,062.60         $9,420.94          $9,499.49
03/31/94       $8,155.24        $7,860.97         $8,513.20          $7,780.03
04/29/94       $8,094.61        $7,805.39         $8,953.16          $7,383.05
05/31/94       $8,417.99        $8,316.83         $9,265.82          $7,811.94
06/30/94       $7,852.07        $7,624.61         $8,985.82          $6,846.73
07/29/94       $8,267.47        $8,255.24         $9,550.97          $7,713.08
08/31/94       $8,774.06        $8,644.01        $10,206.22          $8,243.17
09/30/94       $8,834.85        $8,288.69        $10,319.01          $8,451.00
10/31/94       $8,662.41        $8,397.52        $10,284.54          $8,348.25
11/30/94       $7,698.79        $7,370.28         $9,486.56          $7,095.04
12/30/94       $7,191.63        $7,130.69         $9,466.60          $6,089.36
01/31/95       $6,430.88        $6,392.13         $8,440.33          $5,174.75
02/28/95       $6,735.18        $7,249.51         $9,004.26          $5,760.10
03/31/95       $6,714.89        $7,476.02         $9,112.21          $5,854.28
04/28/95       $6,441.02        $7,278.68         $8,876.96          $5,129.60
05/31/95       $7,019.19        $8,189.57         $9,512.87          $5,897.87
06/30/95       $6,846.75        $8,014.73         $9,350.79          $5,744.53
07/31/95       $7,072.58        $8,229.65         $9,405.82          $6,006.85
08/31/95       $6,990.46        $7,991.51         $8,901.45          $5,728.96
09/29/95       $6,939.14        $8,397.60         $9,159.17          $5,605.20
10/31/95       $6,692.41        $8,516.04         $9,004.26          $5,291.51
11/30/95       $6,312.05        $8,542.98         $8,778.26          $4,786.33
12/29/95       $6,178.40        $8,769.37         $9,132.56          $4,534.13
01/31/96       $6,642.56        $9,889.16         $9,552.51          $4,977.82
02/29/96       $6,766.33        $9,685.44         $9,522.45          $5,304.74
03/29/96       $6,580.67        $9,538.77         $9,676.82          $5,025.30
04/30/96       $6,549.73        $9,545.15        $10,378.13          $4,962.25
05/31/96       $6,621.93        $9,806.49        $10,098.55          $5,097.69
06/28/96       $6,704.44        $9,594.22        $10,017.42          $5,109.36
07/31/96       $6,621.03        $9,298.69         $9,301.38          $4,970.81
08/30/96       $6,631.46        $9,714.46         $9,531.89          $5,142.06
09/30/96       $6,662.74       $10,361.63         $9,748.75          $5,120.26
10/31/96       $6,683.69       $10,862.31         $9,542.98          $5,071.22
11/29/96       $7,207.49       $11,660.06        $10,006.08          $5,548.38
12/31/96       $7,898.91       $11,710.13         $9,884.19          $6,389.04
01/31/97       $7,877.95       $11,597.25        $10,040.55          $6,333.00
02/28/97       $8,097.95       $11,664.23        $10,124.40          $6,430.29
03/31/97       $7,982.71       $10,911.72         $9,644.43          $6,302.64
04/30/97       $8,454.13       $11,232.94         $9,490.61          $7,219.58
05/30/97       $8,894.13       $12,847.38         $9,858.70          $7,121.51
06/30/97       $9,009.36       $13,229.53        $10,194.13          $7,205.57
07/31/97       $9,679.83       $14,247.13        $10,267.42          $8,320.23
08/29/97       $9,795.06       $12,305.41         $8,743.16          $9,643.50
09/30/97       $9,239.83       $13,101.14         $8,472.11          $7,651.59
10/31/97       $7,018.92        $9,248.51         $6,396.00          $6,274.62
11/28/97       $6,337.98        $9,164.19         $6,016.54          $4,963.03
12/31/97       $6,125.32        $9,334.68         $5,726.47          $4,863.39
01/30/98       $4,784.09        $8,054.62         $5,343.62          $3,457.62
02/27/98       $6,114.76        $9,994.49         $6,498.62          $4,755.97
03/31/98       $6,114.76       $10,027.56         $6,331.38          $4,464.86
04/30/98       $5,618.40        $9,039.49         $5,706.57          $3,914.53
05/29/98       $4,984.74        $7,777.96         $4,852.59          $3,614.85
06/30/98       $4,319.41        $7,437.18         $4,360.16          $3,234.22
07/31/98       $3,654.07        $6,908.84         $4,277.01          $2,512.65
08/31/98       $3,009.85        $6,333.27         $3,593.06          $1,952.21
09/30/98       $3,654.07        $6,862.93         $3,935.11          $2,601.39
10/30/98       $4,150.43        $8,840.36         $4,889.93          $2,583.48
11/30/98       $4,277.16        $9,055.72         $5,284.21          $2,621.62
12/31/98       $4,087.07        $8,747.77         $5,316.44          $2,388.11
01/29/99       $3,576.18        $8,276.21         $5,175.38          $2,084.53
02/26/99       $3,554.90        $8,582.29         $5,174.08          $2,102.44
03/31/99       $3,938.06        $9,525.71         $5,680.87          $2,204.41
04/30/99       $4,757.60       $11,607.19         $6,876.81          $2,833.35
05/28/99       $4,640.52       $10,574.65         $6,719.57          $2,755.51
06/30/99       $5,939.02       $11,780.37         $7,900.34          $3,770.53

     AVERAGE ANNUAL
     PERFORMANCE                       INCEPTION    FIVE YEAR    ONE YEAR
     ----------------------            ---------    ---------    --------
     CHINA REGION
      OPPORTUNITY FUND
      (Inception 2/10/94)                (9.22)%      (5.43)%      37.50%
     Hang Seng 100 Index                  3.07%        9.09%       58.40%
     Morgan Stanley
      Capital Far East ex
      Japan Index                        (4.26)%      (2.54)%      81.19%
     International Finance
      Corporation China
      Index                             (16.49)%     (11.25)%      16.58%

     The Hang Seng 100 Index is a capitalization-weighted  index. The index
     is  comprised  of  the  100  highest  companies  in  terms  of  market
     capitalization and turnover, listed on The Stock Exchange of Hong Kong
     Limited.  The Morgan  Stanley  Capital  Far East ex Japan Index is one
     index in a series  representing  both the  developed  and the emerging
     markets for a particular region. The International Finance Corporation
     China Index is one global index in a series  representing a large part
     of the market and shows trends in the markets from the  perspective of
     local investors.

58

<PAGE>

GOLD SHARES FUND

[GRAPHIC: Linear graph plotted from data in table below]

                                    FINANCIAL
                                      TIMES
                                    GOLD MINES    JOHANNESBURG
                                     INDEX          ALL GOLD        S&P 500
      DATE     GOLD SHARES FUND    FROM 1/31/97      INDEX           INDEX
    --------   ----------------    ------------   ------------     ----------
     6/30/89      $10,000.00                       $10,000.00      $10,000.00
     7/31/89      $10,212.20                       $10,997.79      $10,902.10
     8/31/89      $10,132.63                       $10,379.61      $11,114.52
     9/29/89      $11,087.53                       $11,243.68      $11,069.26
    10/31/89      $11,167.11                       $12,245.43      $10,812.56
    11/30/89      $13,183.02                       $14,251.32      $11,032.17
    12/29/89      $14,403.18                       $14,635.24      $11,296.73
    01/31/90      $15,786.54                       $15,588.83      $10,538.75
    02/28/90      $13,589.44                       $13,721.42      $10,674.25
    03/30/90      $12,640.08                       $13,538.27      $10,956.89
    04/30/90      $11,283.85                       $11,942.83      $10,683.95
    05/31/90      $11,555.10                       $11,190.88      $11,723.57
    06/29/90      $10,551.48                       $10,477.91      $11,644.54
    07/31/90      $11,159.16                       $11,089.73      $11,607.33
    08/31/90      $11,021.05                       $11,960.14      $10,559.43
    09/28/90      $10,496.24                       $11,418.06      $10,046.29
    10/31/90       $9,778.08                       $10,273.03      $10,003.81
    11/30/90       $9,391.37                        $9,187.74      $10,649.19
    12/31/90       $9,474.24                        $8,582.04      $10,945.54
    01/31/91       $8,427.83                        $7,826.04      $11,421.03
    02/28/91       $9,134.86                        $7,594.89      $12,236.80
    03/28/91       $8,371.27                        $6,509.86      $12,532.83
    04/30/91       $8,569.24                        $6,871.79      $12,562.62
    05/31/91       $9,615.65                        $7,985.24      $13,102.71
    06/28/91      $10,152.99                        $8,696.50      $12,502.88
    07/31/91       $9,811.71                        $8,451.35      $13,085.15
    08/30/91       $8,105.33                        $6,853.38      $13,394.25
    09/30/91       $8,588.80                        $7,376.82      $13,170.01
    10/31/91       $8,873.20                        $7,598.45      $13,346.68
    11/29/91       $9,271.36                        $8,048.00      $12,810.38
    12/31/91       $7,991.57                        $7,533.35      $14,272.98
    01/31/92       $7,962.51        $10,000.00      $8,326.25      $14,007.33
    02/28/92       $7,177.88         $9,504.15      $7,901.15      $14,188.66
    03/31/92       $7,061.64         $8,900.85      $7,203.82      $13,913.03
    04/30/92       $6,567.62         $8,398.20      $6,416.68      $14,321.10
    05/29/92       $7,003.52         $8,899.56      $7,047.17      $14,391.12
    06/30/92       $6,451.38         $9,123.62      $7,224.23      $14,177.10
    07/31/92       $6,128.81         $9,367.35      $7,061.47      $14,755.80
    08/31/92       $5,600.97         $8,818.10      $6,238.24      $14,454.36
    09/30/92       $5,043.80         $8,475.29      $5,834.92      $14,624.27
    10/30/92       $4,340.02         $7,710.15      $5,040.35      $14,674.47
    11/30/92       $4,046.77         $6,963.90      $5,206.78      $15,172.77
    12/31/92       $3,929.47         $7,158.25      $4,780.09      $15,358.91
    01/29/93       $4,139.45         $7,278.29      $5,363.22      $15,487.19
    02/26/93       $4,499.40         $8,111.58      $5,651.12      $15,698.19
    03/31/93       $5,339.29         $9,500.14      $6,933.51      $16,029.20
    04/30/93       $6,209.17        $11,110.67      $8,441.01      $15,641.77
    05/28/93       $7,409.01        $13,158.72     $10,595.06      $16,059.15
    06/30/93       $7,528.99        $13,664.95     $10,447.68      $16,106.02
    07/30/93       $8,557.05        $15,456.59     $11,345.20      $16,041.17
    08/31/93       $7,014.97        $13,506.32      $9,444.66      $16,648.48
    09/30/93       $6,682.36        $12,083.34      $8,019.53      $16,520.81
    10/29/93       $7,498.76        $14,147.78      $9,550.15      $16,862.33
    11/30/93       $7,438.28        $13,832.10      $9,932.85      $16,701.61
    12/31/93       $8,798.94        $15,978.00     $11,585.56      $16,903.53
    01/31/94       $7,912.94        $15,494.17     $10,346.86      $17,477.66
    02/28/94       $7,424.11        $14,481.78     $10,501.64      $17,003.71
    03/31/94       $7,332.45        $14,570.18     $10,569.31      $16,263.82
    04/29/94       $7,546.32        $13,575.12     $10,382.11      $16,472.18
    05/31/94       $7,301.90        $13,990.51      $9,650.02      $16,741.45
    06/30/94       $7,668.52        $13,671.75     $10,447.59      $16,331.77
    07/29/94       $7,946.82        $14,040.62     $10,625.07      $16,867.67
    08/31/94       $8,812.62        $14,906.12     $11,656.30      $17,557.64
    09/30/94       $9,863.95        $16,637.63     $12,508.02      $17,128.64
    10/31/94       $9,338.28        $15,432.54     $11,614.03      $17,512.90
    11/30/94       $8,163.27        $13,524.51     $10,155.07      $16,875.90
    12/30/94       $8,565.25        $14,143.19     $10,432.77      $17,125.90
    01/31/95       $6,557.28        $11,724.57      $7,797.04      $17,569.72
    02/28/95       $6,933.77        $12,387.42      $7,740.03      $18,253.77
    03/31/95       $7,247.52        $13,814.13      $7,508.47      $18,791.54
    04/28/95       $6,902.40        $13,810.41      $7,364.37      $19,344.47
    05/31/95       $6,714.15        $13,608.54      $6,888.66      $20,116.46
    06/30/95       $6,808.27        $13,797.52      $7,234.13      $20,582.90
    07/31/95       $7,349.12        $13,958.58      $7,595.85      $21,265.16
    08/31/95       $7,317.30        $14,119.64      $7,651.55      $21,318.25
    09/29/95       $7,253.67        $14,214.13      $7,576.46      $22,217.41
    10/31/95       $6,140.17        $12,332.94      $6,367.50      $22,138.03
    11/30/95       $6,203.80        $13,509.76      $6,472.84      $23,108.75
    12/29/95       $6,267.43        $13,696.59      $6,735.25      $23,553.89
    01/31/96       $7,656.60        $16,504.77      $8,502.67      $24,354.62
    02/29/96       $7,430.46        $16,751.73      $8,434.49      $24,581.19
    03/29/96       $7,010.47        $16,707.35      $8,181.12      $24,817.86
    04/30/96       $7,042.78        $16,654.38      $8,209.73      $25,183.42
    05/31/96       $7,236.62        $17,014.44      $8,439.75      $25,831.78
    06/28/96       $6,008.98        $14,435.32      $7,266.07      $25,930.26
    07/31/96       $5,943.66        $14,285.71      $7,180.32      $24,785.30
    08/30/96       $5,911.01        $14,541.26      $7,277.52      $25,308.89
    09/30/96       $5,388.49        $13,255.64      $6,659.09      $26,732.07
    10/31/96       $5,290.51        $13,441.04      $6,745.85      $27,469.07
    11/29/96       $4,931.28        $13,401.67      $6,047.47      $29,543.57
    12/31/96       $4,670.02        $13,053.06      $5,884.84      $28,958.34
    01/31/97       $4,203.02        $12,156.85      $5,402.37      $30,766.54
    02/28/97       $4,803.45        $13,653.64      $6,384.82      $31,008.09
    03/31/97       $4,136.30        $11,717.34      $5,381.08      $29,736.39
    04/30/97       $3,802.73        $10,512.60      $4,878.21      $31,510.04
    05/30/97       $3,869.45        $11,237.02      $4,801.71      $33,427.05
    06/30/97       $3,215.64         $9,970.01      $3,888.33      $34,923.75
    07/31/97       $3,284.06        $10,122.48      $3,891.61      $37,701.03
    08/29/97       $3,318.27        $10,106.73      $3,958.50      $35,590.54
    09/30/97       $3,249.85        $10,916.33      $4,019.20      $37,538.61
    10/31/97       $2,531.46         $8,887.68      $3,404.43      $36,286.33
    11/28/97       $1,949.91         $6,998.05      $2,736.86      $37,964.72
    12/31/97       $1,990.96         $7,574.86      $3,010.97      $38,616.25
    01/30/98       $1,990.96         $8,001.49      $3,261.57      $39,042.95
    02/27/98       $1,816.32         $7,709.43      $2,892.46      $41,857.26
    03/31/98       $1,851.25         $8,196.91      $2,952.27      $43,998.99
    04/30/98       $1,956.03         $9,294.27      $3,902.63      $44,441.43
    05/29/98       $1,571.81         $7,781.73      $3,310.54      $43,678.60
    06/30/98       $1,323.82         $7,114.30      $2,706.85      $45,451.50
    07/31/98       $1,334.29         $6,446.93      $2,722.53      $44,968.75
    08/31/98       $1,026.92         $5,022.08      $2,228.81      $38,473.88
    09/30/98       $1,432.10         $7,880.51      $3,412.01      $40,938.67
    10/30/98       $1,400.66         $7,967.85      $3,456.12      $44,265.70
    11/30/98       $1,313.34         $7,552.67      $3,348.34      $46,947.45
    12/31/98       $1,334.29         $6,689.31      $2,707.52      $49,651.02
    01/29/99       $1,274.91         $6,672.56      $2,820.48      $51,726.48
    02/26/99       $1,246.97         $6,237.91      $2,500.33      $50,119.11
    03/31/99       $1,239.99         $6,220.52      $2,701.23      $52,123.79
    04/30/99       $1,379.70         $7,286.38      $2,737.00      $54,142.26
    05/28/99       $1,163.14         $5,929.32      $2,692.68      $52,865.56
    06/30/99       $1,194.58         $6,335.41      $2,768.76      $55,797.12

     AVERAGE ANNUAL
     PERFORMANCE                       INCEPTION    FIVE YEAR    ONE YEAR
     ----------------------            ---------    ---------    --------
     GOLD SHARES FUND                  (19.14)%     (31.06)%      (9.76)%
     Financial Times Gold
      Mines Index                           n/a     (14.26)%     (10.95)%
     Johannesburg All Gold
      Index                            (12.05)%     (23.33)%        2.29%
     S&P 500 Index                       18.76%       27.85%       22.76%

     The  Financial  Times  Gold  Mines  Index is a market  capitalization-
     weighted total return index of the leading North American,  Australian
     and African gold mining companies.  The Johannesburg All Gold Index is
     a capitalization-weighted  index of all domestic gold stocks traded on
     the Johannesburg  Stock Exchange.  The S&P 500 Stock Index is a widely
     recognized index of common stock prices in U.S. companies.

                                                                              59

<PAGE>

WORLD GOLD FUND

[GRAPHIC: Linear graph plotted from data in table below]

                              TORONTO STOCK        PHILADELPHIA
                              EXCHANGE GOLD       STOCK EXCHANGE
                                & PRECIOUS        GOLD & SILVER        S&P 500
  DATE     WORLD GOLD FUND    MINERALS INDEX          INDEX             INDEX
- --------   ---------------    --------------      ---------------     ----------
 6/30/89     $10,000.00         $10,000.00           $10,000.00       $10,000.00
 7/31/89     $10,427.35         $10,512.56           $10,324.53       $10,902.10
 8/31/89     $10,769.23         $10,939.36           $11,048.25       $11,114.52
 9/29/89     $10,940.17         $11,088.54           $11,228.91       $11,069.26
10/31/89     $10,940.17         $11,429.46           $11,409.56       $10,812.56
11/30/89     $12,478.63         $13,218.77           $12,912.16       $11,032.17
12/29/89     $12,051.28         $12,924.72           $12,973.82       $11,296.73
 1/31/90     $12,309.52         $13,631.25           $14,093.47       $10,538.75
 2/28/90     $11,706.96         $12,589.99           $13,059.28       $10,674.25
 3/30/90     $10,932.23         $12,159.26           $12,192.77       $10,956.89
 4/30/90      $9,554.95         $10,567.39           $10,760.49       $10,683.95
 5/31/90      $9,985.35         $11,457.75           $11,615.10       $11,723.57
 6/29/90      $9,296.70         $10,864.92           $10,974.69       $11,644.54
07/31/90      $9,899.27         $11,709.83           $11,786.02       $11,607.33
08/31/90      $9,727.11         $11,687.42           $11,688.66       $10,559.43
09/28/90      $9,641.03         $11,645.74           $11,720.03       $10,046.29
10/31/90      $8,031.32          $9,768.24            $9,712.25       $10,003.81
11/30/90      $7,996.89          $9,517.12            $9,221.12       $10,649.19
12/31/90      $8,694.14         $10,416.28           $10,497.62       $10,945.54
01/31/91      $7,497.62          $8,735.68            $8,687.80       $11,421.03
02/28/91      $7,919.41          $9,529.96            $9,303.33       $12,236.80
03/28/91      $7,867.77          $9,529.96            $9,118.35       $12,532.83
04/30/91      $7,704.21          $8,969.96            $8,715.92       $12,562.62
05/31/91      $8,048.53          $9,266.38            $8,905.24       $13,102.71
06/28/91      $8,642.49          $9,802.19            $9,753.35       $12,502.88
07/31/91      $8,668.32          $9,732.40            $9,514.28       $13,085.15
08/30/91      $7,807.51          $8,697.49            $8,211.81       $13,394.25
09/30/91      $7,928.02          $8,557.75            $8,527.69       $13,170.01
10/31/91      $8,728.57          $9,400.53            $8,967.98       $13,346.68
11/29/91      $8,780.22          $9,480.25            $9,101.04       $12,810.38
12/31/91      $8,401.47          $9,089.21            $8,739.72       $14,272.98
01/31/92      $8,608.06          $9,006.16            $9,036.13       $14,007.33
02/28/92      $8,487.55          $8,752.89            $8,805.71       $14,188.66
03/31/92      $7,893.59          $8,088.47            $7,793.16       $13,913.03
04/30/92      $7,144.69          $7,767.90            $7,564.91       $14,321.10
05/29/92      $7,704.21          $8,402.98            $8,115.53       $14,391.12
06/30/92      $8,177.66          $8,732.00            $8,494.16       $14,177.10
07/31/92      $8,642.49          $9,567.71            $8,938.77       $14,755.80
08/31/92      $8,435.90          $9,565.69            $8,532.02       $14,454.36
09/30/92      $8,435.90          $9,404.54            $8,702.94       $14,624.27
10/30/92      $8,091.58          $9,254.53            $8,179.36       $14,674.47
11/30/92      $7,454.58          $8,315.25            $7,119.21       $15,172.77
12/31/92      $8,005.49          $8,897.45            $7,713.11       $15,358.91
01/29/93      $7,626.74          $8,756.97            $7,737.99       $15,487.19
02/26/93      $8,246.52          $9,923.12            $8,219.39       $15,698.19
03/31/93      $9,202.01         $11,119.88            $9,392.04       $16,029.20
04/30/93     $10,544.87         $12,952.26           $10,689.10       $15,641.77
05/28/93     $11,965.20         $14,521.84           $12,019.69       $16,059.15
06/30/93     $12,559.16         $15,722.05           $12,596.28       $16,106.02
07/30/93     $14,934.98         $17,026.28           $13,944.18       $16,041.17
08/31/93     $13,747.07         $15,709.44           $12,750.97       $16,648.48
09/30/93     $12,025.46         $13,743.22           $11,262.44       $16,520.81
10/29/93     $14,005.31         $16,440.42           $13,354.61       $16,862.33
11/30/93     $13,747.07         $16,241.41           $12,841.84       $16,701.61
12/31/93     $15,193.22         $17,545.54           $14,269.80       $16,903.53
01/31/94     $15,718.32         $17,712.25           $14,262.22       $17,477.66
02/28/94     $14,900.55         $16,555.36           $13,889.01       $17,003.71
03/31/94     $14,926.37         $16,946.79           $14,463.44       $16,263.82
04/29/94     $13,729.85         $14,978.71           $12,378.84       $16,472.18
05/31/94     $14,384.07         $16,094.99           $13,016.01       $16,741.45
06/30/94     $13,454.40         $15,047.24           $12,467.55       $16,331.77
07/29/94     $13,471.61         $14,968.73           $12,088.92       $16,867.67
08/30/94     $13,858.97         $15,716.66           $12,821.29       $17,557.64
09/30/94     $14,934.98         $17,815.31           $14,304.41       $17,128.64
10/31/94     $14,117.22         $16,101.14           $12,701.21       $17,512.90
11/30/94     $12,335.35         $13,929.95           $11,109.91       $16,875.90
12/30/94     $12,619.41         $14,943.14           $11,827.13       $17,125.90
01/31/95     $11,291.05         $13,086.14           $10,534.40       $17,569.72
02/28/95     $11,532.57         $14,013.62           $11,232.15       $18,253.77
03/31/95     $12,860.93         $15,902.36           $13,194.50       $18,791.54
04/28/95     $13,214.59         $15,957.00           $12,649.29       $19,344.47
05/31/95     $13,188.71         $16,646.68           $12,981.39       $20,116.46
06/30/95     $13,637.25         $16,776.20           $13,001.95       $20,582.90
07/31/95     $14,232.42         $16,746.97           $12,840.76       $21,265.16
08/31/95     $14,620.58         $17,067.37           $13,269.15       $21,318.25
09/29/95     $14,611.95         $17,253.07           $13,435.74       $22,217.41
10/31/95     $13,111.08         $15,165.40           $11,594.55       $22,138.03
11/30/95     $14,232.42         $16,835.50           $13,101.47       $23,108.75
12/29/95     $14,629.20         $16,817.29           $13,026.83       $23,553.89
01/31/96     $16,992.65         $19,304.77           $15,258.55       $24,354.62
02/29/96     $17,449.81         $20,017.67           $15,584.16       $24,581.19
03/29/96     $18,381.39         $20,178.46           $15,559.28       $24,817.86
04/30/96     $18,950.69         $20,003.00           $15,514.93       $25,183.42
05/31/96     $20,882.84         $21,258.59           $16,106.66       $25,831.78
06/28/96     $18,321.01         $17,891.84           $13,388.14       $25,930.26
07/31/96     $17,751.71         $17,981.94           $13,451.97       $24,785.30
08/30/96     $19,373.34         $18,950.34           $13,473.60       $25,308.89
09/30/96     $18,804.05         $17,948.35           $12,459.97       $26,732.07
10/31/96     $18,312.38         $18,230.35           $12,505.41       $27,469.07
11/29/96     $18,019.11         $18,786.94           $13,001.95       $29,543.57
12/31/96     $17,484.31         $18,266.70           $12,629.81       $28,958.34
01/31/97     $16,507.89         $17,477.88           $11,921.25       $30,766.54
02/28/97     $18,186.97         $18,710.50           $13,247.51       $31,008.09
03/31/97     $16,015.12         $15,177.71           $11,263.52       $29,736.39
04/30/97     $15,230.33         $13,950.97           $10,153.61       $31,510.04
05/30/97     $16,051.62         $15,106.57           $11,284.08       $33,427.05
06/30/97     $14,564.18         $13,382.37           $10,341.84       $34,923.75
07/31/97     $13,861.52         $13,331.38           $10,592.82       $37,701.03
08/29/97     $14,190.04         $13,137.68           $10,695.59       $35,590.54
09/30/97     $14,792.31         $14,570.72           $11,845.52       $37,538.61
10/31/97     $12,310.20         $11,928.29            $9,509.95       $36,286.33
11/28/97      $9,764.20          $8,889.50            $7,661.19       $37,964.72
12/31/97     $10,301.69          $9,945.58            $8,025.75       $38,616.25
01/30/98     $11,188.65         $10,397.04            $8,110.13       $39,042.95
02/27/98     $10,597.35         $10,159.74            $8,162.05       $41,857.26
03/31/98     $11,318.00         $10,896.40            $8,834.92       $43,998.99
04/30/98     $11,789.20         $11,681.80            $9,512.12       $44,441.43
05/29/98     $10,116.91          $9,992.62            $8,082.00       $43,678.60
06/30/98      $9,109.84          $9,257.70            $7,758.55       $45,451.50
07/31/98      $8,472.33          $8,014.59            $6,806.58       $44,968.75
08/31/98      $6,624.50          $6,060.74            $5,288.84       $38,473.88
09/30/98      $9,146.79          $9,605.86            $8,112.29       $40,938.67
10/30/98      $9,026.68          $9,733.33            $8,155.56       $44,265.70
11/30/98      $8,426.14          $9,118.07            $7,676.33       $46,947.45
12/31/98      $8,677.44          $8,660.36            $7,028.34       $49,651.02
01/29/99      $8,307.40          $8,425.57            $6,843.36       $51,726.48
02/26/99      $8,131.63          $7,926.39            $6,551.28       $50,119.11
03/31/99      $7,965.12          $7,719.47            $6,464.73       $52,123.79
04/30/99      $8,917.97          $9,148.31            $7,942.45       $54,142.26
05/28/99      $7,289.79          $7,570.50            $6,584.81       $52,865.56
06/30/99      $7,206.53          $8,036.85            $7,240.37       $55,797.12

     AVERAGE ANNUAL
     PERFORMANCE                          INCEPTION    FIVE YEAR    ONE YEAR
     ----------------------               ---------    ---------    --------
         WORLD GOLD FUND                    (3.22)%    (11.74)%    (20.89)%
         Toronto Stock Exchange
         Gold & Precious
          Minerals Index                    (2.16)%    (11.79)%    (13.19)%
         Philadelphia Stock Exchange
         Gold & Silver Index                (3.18)%    (10.30)%     (6.68)%
         S&P 500 Index                       18.76%      27.85%      22.76%

     The Toronto Stock  Exchange Gold & Precious  Minerals Index (TSE) is a
     capitalization-weighted  index designed to measure the  performance of
     the gold and  silver  sector of the TSE 300  Index.  The  Philadelphia
     Stock Exchange Gold & Silver Index (XAU) is a  capitalization-weighted
     index which includes the leading  companies  involved in the mining of
     gold and silver.  The S&P 500 Stock Index is a widely recognized index
     of common stock prices in U.S. companies.

60

<PAGE>

More information on the funds is available at no charge, upon request:

ANNUAL/SEMI-ANNUAL REPORT

This report  describes each fund's  performance,  lists holdings,  and describes
recent  market  conditions,  fund  strategies,  and  other  factors  that  had a
significant impact on the fund's performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

More information about the funds, their investment  strategies and related risks
is provided in the SAI.  There can be no  guarantee  that the funds will achieve
their  objectives.  The  current  SAI is on file  with  the  SEC and is  legally
considered a part of this prospectus.

TO REQUEST INFORMATION:

BY PHONE  1-800-US-FUNDS

BY MAIL   Shareholder Services
          U.S. Global Investors Funds
          P.O. Box 781234
          San Antonio, TX 78278-1234

BY INTERNET  http://www.usfunds.com.

The SEC also  maintains a website at  http://www.sec.gov  that contains the
Statement of Additional Information, material incorporated by reference and
other information that the funds file  electronically with the SEC. You may
also  visit or call the  SEC's  Public  Reference  Room in  Washington,  DC
(1-800-SEC-0330)  or send a  request  plus a  duplicating  fee to the  SEC,
Public Reference Section, Washington, DC 20549-6009.

                        U.S. GLOBAL INVESTORS, INC.
                SEC Investment Company Act File No. 811-1800

<PAGE>

                            [GRAPHIC: USGI logo]


<PAGE>

- --------------------------------------------------------------------------------
      PART B:INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

                           U.S. GLOBAL INVESTORS FUNDS

                       STATEMENT OF ADDITIONAL INFORMATION

               CHINA REGION OPPORTUNITY FUND ("CHINA REGION FUND")
                 ALL AMERICAN EQUITY FUND ("ALL AMERICAN FUND")
                               EQUITY INCOME FUND
                                REAL ESTATE FUND
                                GOLD SHARES FUND
                                 WORLD GOLD FUND
                              GLOBAL RESOURCES FUND
                                  TAX-FREE FUND
                             NEAR-TERM TAX FREE FUND
                     U.S. GOVERNMENT SECURITIES SAVINGS FUND
                       U.S. TREASURY SECURITIES CASH FUND

U.S. Global Investors Funds ("Trust") is an open-end series investment  company.
This Statement of Additional Information is not a prospectus. You should read it
in conjunction with the prospectus dated November 1, 1999, which you may request
from U. S. Global Investors, Inc. ("Adviser"), 7900 Callaghan Road, San Antonio,
Texas 78229, or 1-800-US-FUNDS (1-800-873-8637).

The date of this Statement of Additional Information is November 1, 1999.

<PAGE>

                                TABLE OF CONTENTS

GENERAL INFORMATION...........................................................3
FUND POLICIES.................................................................4
INVESTMENT STRATEGIES AND RISKS...............................................6
PORTFOLIO TRANSACTIONS.......................................................21
MANAGEMENT OF THE FUND.......................................................22
PRINCIPAL HOLDERS OF SECURITIES..............................................24
CERTAIN PURCHASES OF SHARES OF THE FUND......................................28
CALCULATION OF PERFORMANCE DATA..............................................30
TAX STATUS...................................................................32
CUSTODIAN, FUND ACCOUNTANT, AND ADMINISTRATOR................................37
DISTRIBUTOR..................................................................37
INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL....................................37

- --------------------------------------------------------------------------------
Statement of Additional Information                  U.S. Global Investors Funds
Page 2 of 37

<PAGE>

                               GENERAL INFORMATION

The Gold  Shares,  World Gold and  Global  Resources  Funds are  non-diversified
series,  and each of the other  funds is a  diversified  series  of U.S.  Global
Investors Funds (the "Trust"),  an open-end management  investment company.  The
Trust was originally  incorporated  in Texas in 1969 as United  Services  Funds,
Inc. and  reorganized  as a  Massachusetts  business trust on July 31, 1984. The
Trust changed its name to U.S. Global Investors Funds on February 24, 1997.

On July 1, 1998 the following  funds changed their names by deleting the letters
U.S.  from the  beginning  of their names:  Gold Shares  Fund,  World Gold Fund,
Global Resources Fund, Real Estate Fund, All American Fund,  Income Fund and Tax
Free Fund. Also on July 1, 1998 United Services  Near-Term Tax Free Fund changed
its name to Near-Term Tax Free Fund. On November 1, 1999 the Income Fund changed
its name to the Equity Income Fund.

The assets received by the Trust from the issue or sale of shares of each of the
funds, and all income,  earnings,  profits and proceeds thereof, subject only to
the rights of creditors,  are separately allocated to each fund. They constitute
the  underlying  assets of each fund, are required to be segregated on the books
of accounts,  and are to be charged with the expenses with respect to such fund.
Any general  expenses of the Trust,  not readily  identifiable as belonging to a
particular  fund,  shall be allocated by or under the  direction of the Board of
Trustees in such manner as the Board determines to be fair and equitable.

Each share of each of the funds  represents an equal  proportionate  interest in
that  fund  with  each  other  share  and is  entitled  to  such  dividends  and
distributions,  out of the income belonging to that fund, as are declared by the
Board. Upon liquidation of the Trust,  shareholders of each fund are entitled to
share  pro  rata  in  the  net  assets  belonging  to  the  fund  available  for
distribution.

The trustees  have  exclusive  power,  without the  requirement  of  shareholder
approval,  to issue series of shares without par value, each series representing
interests in a separate  portfolio,  or divide the shares of any portfolio  into
classes,  each class having such  different  dividend,  liquidation,  voting and
other rights as the trustees may determine,  and may establish and designate the
specific classes of shares of each portfolio. Before establishing a new class of
shares  in  an  existing  portfolio,   the  trustees  must  determine  that  the
establishment and designation of separate classes would not adversely affect the
rights of the holders of the initial or previously  established  and  designated
class or classes.

The Trust's first amended and restated master trust agreement requires no annual
or  regular  meeting of  shareholders.  In  addition,  after the  trustees  were
initially elected by the shareholders,  the trustees became a  self-perpetuating
body.  Thus,  there will ordinarily be no shareholder  meetings unless otherwise
required by the Investment Company Act of 1940 ("1940 Act").

On any matter submitted to shareholders, the holder of each share is entitled to
one vote per share with  proportionate  voting for fractional shares. On matters
affecting any  individual  fund, a separate vote of that fund would be required.
Shareholders  of any fund are not  entitled  to vote on any matter that does not
affect their fund but which requires a separate vote of another fund.

Shares do not have cumulative  voting rights,  which means that in situations in
which shareholders elect trustees, holders of more than 50% of the shares voting
for the  election of trustees  can elect 100% of the Trust's  trustees,  and the
holders of less than 50% of the shares  voting for the election of trustees will
not be able to elect any person as a Trustee.

Shares have no preemptive or subscription rights and are fully transferable.

There are no conversion rights. Under Massachusetts law, the shareholders of the
Trust could,  under certain  circumstances,  be held  personally  liable for the
obligations  of  the  Trust.  However,  the  Master  Trust  Agreement  disclaims
shareholder  liability  for acts or  obligations  of the Trust and requires that
notice of such disclaimer be given in each  agreement,  obligation or instrument
entered  into or  executed  by the  Trust  or the  trustees.  The  Master  Trust
Agreement  provides  for  indemnification  out of the Trust's  property  for all
losses  and  expenses  of  any  shareholder  held  personally   liable  for  the
obligations of the Trust.  Thus, the risk of a shareholder  incurring  financial
loss on account of shareholder  liability is limited to  circumstances  in which
the Trust itself would be unable to meet its obligations.

- --------------------------------------------------------------------------------
U.S. Global Investors Funds                  Statement of Additional Information
                                                                    Page 3 of 37

<PAGE>

                               FUND POLICIES

The following  information  supplements  the discussion of each fund's  policies
discussed in the funds' prospectus.

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

FUNDAMENTAL  INVESTMENT  RESTRICTIONS.  Each  fund  will not  change  any of the
following investment restrictions, without the affirmative vote of a majority of
the outstanding voting securities of the fund, which, as used herein,  means the
lesser of (1) 67% of the fund's outstanding shares present at a meeting at which
more than 50% of the outstanding  shares of the fund are  represented  either in
person or by proxy, or (2) more than 50% of the fund's outstanding shares.

A FUND MAY NOT:

 1. Issue senior securities.

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

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

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

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

 6. Lend  its  assets,  except  that any fund may  purchase  money  market  debt
    obligations and repurchase  agreements secured by money market  obligations,
    and except for the purchase or  acquisition  of bonds,  debentures  or other
    debt securities of a type customarily  purchased by institutional  investors
    and except that any fund may lend  portfolio  securities  with an  aggregate
    market  value of not more than  one-third  of such fund's  total net assets.
    (Accounts  receivable for shares  purchased by telephone shall not be deemed
    loans.) The  Near-Term  Tax Free Fund may not lend its  assets,  except that
    purchases of debt  securities in furtherance of investment  objectives  will
    not constitute lending of assets.

 7. Purchase any security on margin,  except that it may obtain such  short-term
    credits as are necessary for clearance of securities transactions.

 8. Make short sales.

 9. Invest in securities  that are subject to legal or contractual  restrictions
    on resale ("restricted  securities"),  except that (i) the China Region Fund
    may  invest  up to 15% of  net  assets  in  illiquid  securities,  including
    securities which are subject to legal or contractual restrictions on resale,
    and (ii) the Gold Shares Fund, the Global Resources Fund, and the World Gold
    Fund may  invest up to 10% of the value of their  respective  net  assets in
    such  restricted  securities.  Any such  investments by the Gold Shares Fund
    will be in companies that have been in existence for two

- --------------------------------------------------------------------------------
Statement of Additional Information                  U.S. Global Investors Funds
Page 4 of 37

<PAGE>

    consecutive years or more, including the operation of predecessors, and that
    have not  defaulted in the payment of any debt within such two years.  (This
    10%  restriction  includes the 2% restriction on warrants  described in (12)
    below.)

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

11. (a) Invest more than 5% of the value of its total  assets in  securities  of
    any one issuer, except such limitation shall not apply to obligations issued
    or guaranteed by the U.S. Government, its agencies or instrumentalities,  or
    (b) acquire more than 10% of the voting securities of any one issuer. (These
    limitations as to the Near-Term Tax Free Fund and China Region Fund apply to
    only 75% of the value of their respective  gross assets.) These  limitations
    do not apply to the World  Gold,  Gold  Shares and Global  Resources  Funds,
    which are non-diversified funds.

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

VALUATION OF SHARES

Share value is calculated in U.S. dollars. A security quoted in another currency
is converted  to U.S.  dollars  using the exchange  rate in effect at 12:00 noon
Eastern time in the principal  market where the security is traded.  A portfolio
security  listed or traded in domestic or  international  markets,  either on an
exchange or over-the-counter,  is valued at the last reported sales price before
the time when a fund values assets.  Lacking any sales on that day, the security
is valued at the mean between the last reported bid and ask prices.

If market  quotations  are not readily  available,  or restricted  securities or
similar  assets are being  valued,  a fund values the assets at fair value using
procedures  established  by the board of trustees.  The trustees have  delegated
pricing  authority  to  the  fair  valuation  committee  of  the  adviser,   for
non-material  pricing  issues,  as  defined  in  the  fair  valuation  committee
procedures.  The trustees  retain  authority to accept or reject any alternative
valuation proposed by the fair valuation committee.

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

- --------------------------------------------------------------------------------
U.S. Global Investors Funds                  Statement of Additional Information
                                                                    Page 5 of 37

<PAGE>

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

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

                         INVESTMENT STRATEGIES AND RISKS

The following  information  supplements the discussion of each fund's investment
strategies and risks in the prospectus.

GOLD AND NATURAL RESOURCES FUNDS

The Gold Shares Fund and World Gold Fund intend to concentrate their investments
in common stocks of companies involved in exploration for, mining of, processing
of, or dealing in, gold.  The Gold Shares Fund may also invest in the securities
of issuers engaged in operations related to silver and other precious metals.

Approximately  20% of the world's  output of gold is produced in the Republic of
South Africa. A substantial  portion of the Gold Shares Fund's net assets may be
invested  in  securities  of  South  African   issuers  engaged  in  mining  of,
exploration for, processing of, or dealing in, gold.

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

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

CHINA REGION FUND

The China Region Fund will invest  primarily in  securities  which are listed or
otherwise  traded by  authorized  brokers and other  entities and will focus its
investments on equities and quasi-equity securities. Quasi-equity securities may
include, for example:  warrants or similar rights or other financial instruments
with substantial  equity  characteristics,  such as debt securities  convertible
into  equity  securities.  Although  the China  Region  Fund  expects  to invest
primarily in listed  securities of  established  companies,  it may,  subject to
local investment  limitations,  invest in unlisted securities of China companies
and companies that have business associations in China, including investments in
new and early

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stage companies.  This may include direct equity  investments.  Such investments
may involve a high degree of business and financial risk. Because of the absence
of any trading  markets for these  investments,  the China  Region Fund may find
itself unable to liquidate such  securities in a timely  fashion,  especially in
the event of  negative  news  regarding  the  specific  securities  or the China
markets in general.  Such securities could decline  significantly in value prior
to the China Region Fund's being able to liquidate such securities.  In addition
to financial and business risks, issues whose securities are not listed will not
be subject  to the same  disclosure  requirements  applicable  to issuers  whose
securities are listed.

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

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

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

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

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

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

While,  historically,  foreign  individual  investors have not been permitted to
invest  directly in  securities  listed on the TSE,  since 1990 certain  foreign
institutional  investors  have been  permitted  access to the Taiwan  securities
market. Currently, foreign institutional investors which meet certain guidelines
promulgated by the TSEC and which are also approved by the TSEC, the MOF and the
CBC, will be permitted to invest in TSE listed securities.  However,  qualifying
foreign institutional investors (such as the China Region Fund) may not own more
than 5% of the shares of a company

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<PAGE>

listed on the TSE, and the total foreign ownership of any listed company may not
exceed 10%. In addition,  the Taiwanese  government prohibits foreign investment
in  certain   industries   including   transportation   and  energy   companies.
Furthermore,  Taiwan imposes an overall country limit on investment and requires
a long-term  commitment.  The China Region Fund's management  believes that over
time  restrictions  on investments in Taiwan may ease to permit greater and more
flexible investment in Taiwanese securities.

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

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

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

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

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

REAL ESTATE FUND

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

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

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

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

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<PAGE>

TAX-FREE FUNDS

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

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

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

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

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

Municipal lease  obligations are subject to different revenue streams than those
associated with more conventional municipal securities.  For this reason, before
investing in a municipal  lease  obligation,  the adviser will  consider,  among
other  things,  whether (1) the leased  property is essential to a  governmental
function  of  the   municipality,   (2)  the  municipality  is  prohibited  from
substituting  or  purchasing   similar  equipment  if  lease  payments  are  not
appropriated,  and (3) the municipality has maintained good market acceptability
for its lease obligations in the past.

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

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

GENERAL INFORMATION ON MUNICIPAL BONDS. Municipal bonds are generally understood
to include debt obligations  issued to obtain funds for various public purposes,
including  the  construction  of a wide  range  of  public  facilities  such  as
airports, bridges, highways,  housing, hospitals, mass transportation,  schools,
streets, and water and sewer works.

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<PAGE>

Municipal  bonds  may also be  issued  to  refund  outstanding  obligations.  In
addition,  certain types of private activity bonds are issued by or on behalf of
public  authorities  to obtain  funds to provide  privately  operated  hazardous
waste-treatment facilities, certain redevelopment projects, airports, docks, and
wharves  (other than lodging,  retail,  and office  facilities),  mass commuting
facilities,  multifamily  residential  rental  property,  sewage and solid waste
disposal property,  facilities for the furnishing of water, and local furnishing
of electric  energy or gas or district  heating  and  cooling  facilities.  Such
obligations are considered to be municipal bonds provided that the interest paid
thereon  qualifies  as exempt  from  Federal  income tax, in the opinion of bond
counsel, to the issuer. In addition, if the proceeds from private activity bonds
are used for the  construction,  equipment,  repair or  improvement of privately
operated  industrial or commercial  facilities,  the interest paid on such bonds
may be exempt from Federal income tax,  although  current Federal tax laws place
substantial limitations on the size of such issues.

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

GOVERNMENT MONEY MARKET FUNDS

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

COMMON INVESTMENT STRATEGIES AND RELATED RISKS

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

FOREIGN  SECURITIES.  The gold and natural  resources funds and the equity funds
may invest in foreign  securities.  Investing in securities  issued by companies
whose  principal  business  activities are outside the United States may involve
significant  risks not present in domestic  investments.  For example,  there is
generally  less  publicly   available   information  about  foreign   companies,
particularly  those not subject to the disclosure and reporting  requirements of
the United States  securities  laws.  Foreign issuers are generally not bound by
uniform accounting, auditing, and financial reporting requirements and standards
of practice  comparable to those applicable to domestic issuers.  Investments in
foreign  securities  also  involve  the  risk of  possible  adverse  changes  in
investment  or  exchange  control  regulations,  expropriation  or  confiscatory
taxation,  limitation  of the  removal  of funds or other  assets  of the  fund,
political or financial  instability  or diplomatic and other  developments  that
could affect such investment. In addition,  economies of particular countries or
areas of the world may differ  favorably or unfavorably  from the economy of the
United States.

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It is  anticipated  that in most cases the best  available  market  for  foreign
securities will be on exchanges or in  over-the-counter  markets located outside
of the  United  States.  Foreign  stock  markets,  while  growing  in volume and
sophistication,  are generally  not as developed as those in the United  States,
and  securities  of some  foreign  issuers  (particularly  those  in  developing
countries)  may be less liquid and more volatile  than  securities of comparable
United  States  companies.  In  addition,   foreign  brokerage  commissions  are
generally higher than commissions on securities  traded in the United States and
may  be  non-negotiable.   In  general,   there  is  less  overall  governmental
supervision and regulation of foreign securities  markets,  broker/dealers,  and
issuers than in the United States.

AMERICAN  DEPOSITORY  RECEIPTS.  American Depositary Receipts ("ADRs") represent
shares of foreign  issuers.  ADRs are  typically  issued by a U.S. bank or trust
company and evidence  ownership  of  underlying  securities  issued by a foreign
corporation. Generally, ADRs in registered form are intended for use in the U.S.
securities  market,  and ADRs in bearer form are intended for use in  securities
markets  outside the United States.  ADRs may not  necessarily be denominated in
the same currency as the underlying securities into which they may be converted.
In addition,  the issuers of the securities underlying  unsponsored ADRs are not
obligated to disclose  material  information  in the United  States;  therefore,
there may be less information available regarding such issuers. There may not be
a correlation  between such  information  and the market value of the ADRs.  For
purposes of the fund's investment  policies,  the fund's investment in ADRs will
be deemed to be investments in the underlying securities.

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

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

Risks of investing in emerging markets include:

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

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

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

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

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

(6)  higher rates of inflation;

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

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

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

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

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

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

(13) less extensive regulation of the securities markets;

(14) certain   considerations   regarding  the  maintenance  of  fund  portfolio
     securities   and  cash   with   foreign   sub-custodians   and   securities
     depositories;

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

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

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

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

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

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

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



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

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

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

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

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

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

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

LOWER-RATED  SECURITIES.  The gold and  natural  resources  funds and the equity
funds may invest in lower-rated  debt securities  (commonly called "junk bonds")
which may be subject to certain risk factors to which other  securities  are not
subject to the same degree. An economic downturn tends to disrupt the market for
lower-rated  bonds and adversely affect their values.  Such an economic downturn
may be expected to result in increased price volatility of lower-rated bonds and
of the value of a fund's  shares,  and an increase in issuers'  defaults on such
bonds.

Also, many issuers of lower-rated bonds are substantially  leveraged,  which may
impair their ability to meet their obligations. In some cases, the securities in
which  a  fund  invests  are   subordinated  to  the  prior  payment  of  senior


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<PAGE>

indebtedness,  thus  potentially  limiting  the fund's  ability to recover  full
principal or to receive payments when senior securities are in default.

The credit  rating of a security  does no  necessarily  address its market value
risk. Also,  ratings may, from time to time, be changed to reflect  developments
in the issuer's financial condition.  Lower-rated securities held by a fund have
speculative  characteristics that are apt to increase in number and significance
with each lower rating category.

When the secondary market for lower-rated bonds becomes  increasingly  illiquid,
or in the absence of readily available market quotations for lower-rated  bonds,
the relative lack of reliable,  objective data makes the  responsibility  of the
Trustees to value such  securities mor  difficult,  and judgment plays a greater
role in the valuation of portfolio  securities.  Also, increased  illiquidity of
the  market  for  lower-rated  bonds may  affect a fund's  ability to dispose of
portfolio securities at a desirable price.

In addition,  if a fund  experiences  unexpected  net  redemptions,  it could be
forced  to sell all or some of its  lower-rated  bonds  without  regard to their
investment  merits,  thereby  decreasing  the asset  base upon  which the fund's
expenses can be spread and possibly  reducing the fund's rate of return.  Prices
of  lower-rated  bonds have been found to be less  sensitive  to  interest  rate
changes and more sensitive to adverse economic changes and individual  corporate
developments than more highly rated investments. Certain laws or regulations may
have a material effect on the fund's investments in lower-rated bonds.

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

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

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

DERIVATIVE SECURITIES. The gold and natural resources funds and equity funds may
purchase and sell  exchange-listed and  over-the-counter put and call options on
securities,  equity and fixed-income indices and other financial instruments. In
addition,  the Gold Shares,  World Gold, China Region and All American Funds may
purchase and sell financial  futures  contracts and options  thereon,  and enter
into various currency transactions such as currency forward contracts,  currency
futures contracts, options on currencies or currency futures (collectively,  all
the above are called

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"derivative securities").  The gold and natural resources funds and equity funds
may invest in derivative securities for hedging,  risk management,  or portfolio
management  purposes,  but  not for  speculation,  and  they  will  comply  with
applicable   regulatory   requirements  when   implementing   these  strategies,
techniques and instruments.

Derivative  securities  may be used to attempt (1) to protect  against  possible
changes in the  market  value of  securities  held in or to be  purchased  for a
fund's  portfolio  resulting from securities  markets or currency  exchange rate
fluctuations,  (2) to  protect  a fund's  unrealized  gains in the  value of its
portfolio  securities,  (3) to  facilitate  the  sale  of  such  securities  for
investment  purposes,  (4) to manage the  effective  maturity  or  duration of a
fund's portfolio, or (5) to establish a position in the derivatives markets as a
temporary substitute for purchasing or selling particular  securities.  The gold
and natural  resources  funds' and equity  funds'  ability to  successfully  use
derivative  securities  will  depend  upon  the  Adviser's  ability  to  predict
pertinent  market  movements,  and cannot be assured.  Investing  in  derivative
securities  will  increase  transaction  expenses  and may result in a loss that
exceeds the principal invested in the transactions.

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

The gold and natural  resources  funds' and equity funds'  activities  involving
derivative  securities may be limited by the requirements of Subchapter M of the
Internal Revenue Code for qualification as a regulated investment company.

PUT AND CALL OPTIONS.  The gold and natural resources funds and equity funds may
purchase and sell (issue)  both put and call  options.  The funds may also enter
into transactions to close out their investment in any put or call options.

A put option gives the purchaser of the option,  upon payment of a premium,  the
right to sell, and the issuer of the option the obligation to buy the underlying
security,  commodity, index, currency or other instrument at the exercise price.
For instance,  a fund's purchase of a put option on a security might be designed
to protect  its  holdings in the  underlying  instrument  (or, in some cases,  a
similar  instrument) against a substantial decline in the market value by giving
a fund the right to sell such  instrument at the option  exercise  price. A call
option,  upon payment of a premium,  gives the purchaser of the option the right
to buy, and the issuer the obligation to sell,  the underling  instrument at the
exercise  price.  A fund's  purchase of a call  option on a security,  financial
future,  index currency or other  instrument might be intended to protect a fund
against an increase in the price of the underlying instrument that it intends to

purchase  in the  future  by  fixing  the  price at which it may  purchase  such
instrument.  An "American style" put or call option may be exercised at any time
during the option  period  while a  "European  style" put or call  option may be
exercised only upon expiration or during a fixed period prior thereto.

The gold and natural resources funds and equity funds are authorized to purchase
and sell  both  exchange  listed  options  and  over-the-counter  options  ("OTC
options").  Exchange listed options are issued by a regulated  intermediary such
as the Options Clearing Corporation ("OCC"), which guarantees the performance of
the obligations of the parties to

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<PAGE>

such  options.  OTC options are purchased  from or sold to  securities  dealers,
financial  institutions  or other parties  ["Counterparty(ies)"]  through direct
bilateral  agreement  with the  Counterparty.  In contrast  to  exchange  listed
options, which generally have standardized terms and performance mechanics,  all
the terms of an OTC option are set by  negotiation  of the  parties.  Unless the
parties provide for it, there is no central clearing or guaranty  function in an
OTC option.

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

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

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

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

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

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<PAGE>

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

The gold and  natural  resources  funds and  equity  funds will not enter into a
futures  contract  or related  option  (except  for  closing  transactions)  if,
immediately afterwards, the sum of the amount of its initial margin and premiums
on open  futures  contracts  and options  thereon  would exceed 5% of the fund's
total assets (taken at current value). However, in the case of an option that is
in-the-money  at the  time  of the  purchase,  the  in-the-money  amount  may be
excluded in calculating  the 5% limitation.  The segregation  requirements  with
respect to futures contracts and options thereon are described below.

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

The gold and natural resources funds and equity funds may cross-hedge currencies
by entering into  transactions  to purchase or sell one or more  currencies that
are expected to decline in value  relative to other  currencies  in which a fund
has (or expects to have) portfolio exposure.

To reduce  the  effect of  currency  fluctuations  on the value of  existing  or
anticipated  holdings or portfolio  securities,  the gold and natural  resources
funds and equity funds may engage in proxy  hedging.  Proxy  hedging may be used
when the currency to which a fund's  portfolio is exposed is difficult to hedge.
Proxy hedging entails  entering into a forward contract to sell a currency whose
changes in value are  generally  considered  to be linked to a currency in which
some  or all of a  fund's  portfolio  securities  are,  or  are  expected  to be
denominated, and to buy U.S. dollars.

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

The gold and natural  resources funds and equity funds may sell foreign currency
forward only as a means of protecting  their foreign  investments or to hedge in
connection  with  the  purchase  and  sale of  foreign  securities,  and may not
otherwise trade in the currencies of foreign countries.  Accordingly, a fund may
not sell forward the currency of a particular  country to an extent greater than
the aggregate  market value (at the time of making such sale) of the  securities
held in its portfolio denominated in that particular foreign currency (or issued
by companies incorporated

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U.S. Global Investors Funds                  Statement of Additional Information
                                                                   Page 19 of 37
<PAGE>

or operating in that  particular  foreign  country)  plus an amount equal to the
value of securities it  anticipates  purchasing  less the value of securities it
anticipates selling, denominated in that particular currency.

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

The gold and natural  resources funds and equity funds will not attempt to hedge
all their foreign  investments by selling foreign currencies forward and will do
so only to the extent deemed appropriate by the Adviser.

SPECIFIC  FUND  LIMITATIONS  ON  DERIVATIVE  SECURITIES.  The gold  and  natural
resources  funds  will limit  their  investments  in  derivative  securities  to
purchasing and selling call options and purchasing put options on stock indexes,
selling covered calls on portfolio securities, buying call options on securities
the funds intend to purchase,  purchasing put options on securities  (whether or
not  held  in its  portfolio),  and  engaging  in  closing  transactions  for an
identical  option.  Not more than 2% of a particular gold and natural  resources
fund's  total  assets may be invested in premiums on put  options,  and not more
than 25% of a fund's total  assets may be subject to put  options.  The gold and
natural resources funds will not purchase any option, if immediately afterwards,
the aggregate market value of all outstanding  options  purchased and written by
the fund  would  exceed 5% of the  fund's  total  assets.  The gold and  natural
resources funds will not write any call option if, immediately  afterwards,  the
aggregate value of a fund's securities subject to outstanding call options would
exceed  25% of the value of its total  assets.  The gold and  natural  resources
funds will only deal in options that are either  listed on an exchange or quoted
on NASDAQ.

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

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

The Real  Estate  and  Equity  Income  Funds will  limit  their  investments  in
derivative  securities to purchasing and selling call options and purchasing put
options on stock indexes,  selling covered call options on portfolio securities,
buying call  options on  securities  the fund  intends to  purchase,  buying put
options on portfolio  securities,  and engaging in closing  transactions  for an
identical option.

USE OF SEGREGATED AND OTHER SPECIAL  ACCOUNTS.  Many derivative  securities,  in
addition to other  requirements,  require  that the gold and  natural  resources
funds and equity funds  segregate  liquid high grade assets with their custodian
to

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Statement of Additional Information                  U.S. Global Investors Funds
Page 20 of 37

<PAGE>

the extent  that the fund's  obligations  are not  otherwise  "covered"  through
ownership of the  underlying  security,  financial  instrument  or currency.  In
general,  either the full amount of any  obligation  of a fund to pay or deliver
securities or assets must be covered at all times by the securities, instruments
or currency required to be delivered, or subject to any regulatory restrictions,
an amount of cash or liquid  high grade debt  securities  at least  equal to the
current amount of the obligation  must either be identified as being  restricted
in a fund's accounting records or physically segregated in a separate account at
that fund's  custodian.  The  segregated  assets  cannot be sold or  transferred
unless  equivalent  assets  are  substituted  in their  place or it is no longer
necessary to segregate  them. For the purpose of determining the adequacy of the
liquid  securities that have been  restricted,  the securities will be valued at
market or fair value. If the market or fair value of such  securities  declines,
additional cash or liquid securities will be restricted on a daily basis so that
the value of the restricted cash or liquid securities,  when added to the amount
deposited with the broker as margin,  equals the amount of such commitments by a
fund.

TEMPORARY DEFENSIVE INVESTMENTS. For temporary defensive purposes during periods
that, in the Adviser's  opinion,  present the funds with adverse  changes in the
economic,  political or  securities  markets,  the funds may seek to protect the
capital  value of its assets by  temporarily  investing up to 100% of its assets
in:  U.S.  Government  securities,   short-  term  indebtedness,   money  market
instruments,  or other  investment grade cash  equivalents,  each denominated in
U.S. dollars or any other freely convertible currency; or repurchase agreements.
When a fund  is in a  defensive  investment  position,  it may not  achieve  its
investment objective.

PORTFOLIO TURNOVER.  The length of time a fund has held a particular security is
not generally a consideration in investment decisions.  It is the policy of each
fund to effect  portfolio  transactions  without regard to holding period if, in
the judgment of the adviser, such transactions are advisable. Portfolio turnover
generally  involves  some  expense,  including  brokerage  commissions,   dealer
mark-ups or other  transaction  costs on the sale of securities and reinvestment
in other  securities.  Such sales may result in realization  of taxable  capital
gains for shareholders.  Portfolio turnover rates for the funds are described in
the  Financial  Highlights  section  of the  prospectus.  From  time to time,  a
substantial  portion  of the shares of the Gold  Shares  Fund and the World Gold
Fund may be held by "market  timers" and similar  investors that seek to realize
profits by frequently  purchasing  and redeeming (or  exchanging)  shares of the
fund. Such activities may cause the fund to experience a high portfolio turnover
rate. Each fund seeks to minimize the adverse  consequences of these  activities
by imposing a trading fee on such investors and by investing in various types of
derivative securities.

                             PORTFOLIO TRANSACTIONS

The  Advisory  Agreement  between  the Trust and the Adviser  requires  that the
Adviser, in executing  portfolio  transactions and selecting brokers or dealers,
seek the best overall terms available.  In assessing the terms of a transaction,
consideration  may be given to various  factors,  including  the  breadth of the
market in the security,  the price of the security,  the financial condition and
execution capability of the broker or dealer (for a specified transaction and on
a continuing  basis),  the  reasonableness  of the  commission,  if any, and the
brokerage and research services provided to the Trust and/or other accounts over
which  the  Adviser  or  an  affiliate  of  the  Adviser  exercises   investment
discretion.  Under the Advisory Agreement,  the Adviser is permitted, in certain
circumstances,  to pay a higher  commission  than might otherwise be obtained in
order to acquire brokerage and research services.  The Adviser must determine in
good faith, however, that such commission is reasonable in relation to the value
of the  brokerage  and  research  services  provided  -- viewed in terms of that
particular  transaction  or in terms of all the accounts  over which  investment
discretion  is  exercised.  In such case,  the Board of Trustees will review the
commissions  paid by each fund of the Trust to determine if the commissions paid
over representative  periods of time were reasonable in relation to the benefits
obtained.  The advisory fee of the Adviser would not be reduced by reason of its
receipt of such  brokerage  and research  services.  To the extent that research
services of value are provided by broker/dealers  through or with whom the Trust
places  portfolio  transactions the Adviser may be relieved of expenses which it
might otherwise bear.

The Trust may, in some instances,  purchase  securities that are not listed on a
national  securities  exchange or quoted on Nasdaq, but rather are traded in the
over-the-counter   market.   When  the   transactions   are   executed   in  the
over-the-counter market, it is intended generally to seek first to deal with the
primary market makers.  However,  the services of brokers will be utilized if it
is anticipated that the best overall terms can thereby be obtained. Purchases of
newly  issued  securities  for the Tax Free  Fund and  Near-Term  Tax Free  Fund
usually are placed with those  dealers from which it appears that the best price
or execution  will be obtained.  Those dealers may be acting as either agents or
principals.

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U.S. Global Investors Funds                  Statement of Additional Information
                                                                   Page 21 of 37

<PAGE>

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

                                     1997         1998         1999
                                  ----------   ----------   ----------
          Gold Shares Fund        $  481,476   $1,042,140   $1,039,858
          World Gold Fund         $  704,381   $  420,285   $1,977,308
          Global Resources Fund   $   90,646   $  420,285   $  102,134
          China Region Fund       $  115,788   $   51,295   $   30,898
          All American Fund       $    8,080   $   17,647   $   37,881
          Equity Income Fund      $   50,565   $    7,782   $   28,171
          Real Estate Fund        $   97,602   $   59,003   $   24,069

As of June 30, 1999,  the Equity Income Fund owned  securities  issued by Morgan
Stanley Dean Witter & Co. and Merrill Lynch & Co., Inc.  valued in the aggregate
at $133,250 and $71,944,  respectively.  The China Region Fund owned  securities
issued by HSBC Holdings valued in the aggregate at $2,188,542.  Except as noted,
the funds did not own any securities  issued by their regular  broker-dealers as
of the end of the fiscal year.

                             MANAGEMENT OF THE FUND

The Trust's  Board of Trustees  manages the business  affairs of the Trust.  The
Trustees   establish  policies  and  review  and  approve  contracts  and  their
continuance.  Trustees  also elect the officers and select the Trustees to serve
as executive and audit committee members. The Trustees and Officers of the Trust
and their principal  occupations during the past five years are set forth below.
Except as otherwise  indicated,  the business  address of each is 7900 Callaghan
Road, San Antonio, Texas 78229.

NAME AND ADDRESS       AGE  TRUST POSITION        PRINCIPAL OCCUPATION
- ----------------       ---  --------------  -----------------------------------
John P. Allen          69   Trustee         President,    Deposit    Development
P.O. Box 160323                             Associates  Inc., a bank market- ing
San Antonio, Texas                          firm.   President,   Paragon  Press.
78280                                       Partner, Rio Cibolo Ranch, Inc.

E. Douglas Hodo        64   Chairman of     Chief  Executive  Officer of Houston
7702 Fondren                the Board       Baptist  University.  Formerly  Dean
Houston, Texas 77074                        and   Professor  of  Economics   and
                                            Finance,   College  of  Busi-  ness,
                                            University of Texas at San Antonio.

Clark R. Mandigo       56   Trustee         Business consultant since 1991. From
15050 Jones                                 1985  to  1991,   President,   Chief
  Maltsberger                               Executive  Officer,  and Director of
San Antonio, Texas                          Intelogic Trace,  Inc., a nationwide
78247                                       company  which  sells,   leases  and
                                            maintains        computers       and
                                            telecommunications    systems    and
                                            equipment.  Prior to 1985, President
                                            of BHP Petroleum  (Americas),  Ltd.,
                                            an  oil  and  gas   exploration  and
                                            development  company.   Director  of
                                            Palmer  Wireless,  Inc.,  Lone  Star
                                            Steakhouse & Saloon, Inc. and Physi-
                                            cian    Corporation    of   America.
                                            Formerly  a  Director  of  Datapoint
                                            Corporation.       Trustee       for
                                            Pauze'/Swanson United Services Funds
                                            from November 1993 to February 1996.

Charles Z. Mann        75   Trustee         Business consultant since January 1,
13 Knapton                                  1993.  Chairman,   Bermuda  Monetary
  Estates Rd.                               Authority   from   1986   to   1992.
Turning Point                               Executive    Vice    President    of
Smiths Parish                               International   Median  Limited,   a
Bermuda FLBX                                private  investment holding company,
                                            from  1979  to 1985  and  previously
                                            general  manager  of  Bank  of  N.T.
                                            Butterfield    &   Son,    Ltd.,   a
                                            Bermuda-based   bank.   Currently  a
                                            Director of Bermuda  Electric  Light
                                            Company,   Ltd.;  Overseas  Imports,
                                            Ltd.;     Tyndall      International
                                            (Bermuda)     Ltd.;     Old    Court
                                            International   Reserves   Ltd.;  XL
                                            Investments Limited, Glaxo (Bermuda)
                                            Limited.

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Statement of Additional Information                  U.S. Global Investors Funds
Page 22 of 37

<PAGE>

NAME AND ADDRESS       AGE  TRUST POSITION        PRINCIPAL OCCUPATION
- ----------------       ---  --------------  -----------------------------------
W. W. McAllister, III  57   Trustee         Chairman   of  the  Board  of  Texas
7550 IH-10 West                             Insurance Agency,  Inc. from 1981 to
Suite 700                                   present.  Chairman  of the  Board of
San Antonio, Texas                          Bomac  Sports  Limited   d.b.a.   SA
78247                                       Sports  Unlimited from December 1995
                                            to  present. Currently a director of
                                            Alamo  Title  Holding  Co. and Alamo
                                            Title  Insurance  of Texas.  General
                                            Partner   of  Bomac   Transportation
                                            Limited  Company  from  January 1994
                                            through  August 1995.  Consultant to
                                            River  Valley  Bank  from  September
                                            1992   through    September    1994.
                                            President  of  San  Antonio  Savings
                                            Association    and   its   successor
                                            companies  from  1976  to  1982  and
                                            Chairman  of the Board  from 1982 to
                                            1992.

W.C.J. van Rensburg    60   Trustee         Professor of Geological  Science and
6010 Sierra                                 Petroleum Engineering, University of
  Arbor Court                               Texas at  Austin.  Former  Associate
Austin, Texas                               Director,    Bureau   of    Economic
78759                                       Geology, University of Texas. Former
                                            Chairman, Department of Geosciences,
                                            West Texas State University.  Former
                                            technical  director of South African
                                            Minerals    Bureau    and    British
                                            Petroleum    Professor   of   Energy
                                            Economics   at  the  Ran   Afrikaans
                                            University,    Johannesburg,   South
                                            Africa.

Frank E. Holmes (1)    44   Trustee,        Chairman  of the Board of  Directors
                            President,      and Chief  Executive  Officer of the
                            Chief           Adviser.   Since  October  1989  Mr.
                            Executive       Holmes has served and  continues  to
                            Officer,        serve in various  positions with the
                            Chief           Adviser,  its  sub-sidiaries and the
                            Investment      investment  companies  it  sponsors.
                            Officer         Director of Franc-Or  Resource Corp.
                                            from November 1994 to November 1996.
                                            Director   of   Adventure    Capital
                                            Limited  from  January  1996 to July
                                            1997 and  Director  of Vedron  Gold,
                                            Inc. from August 1996 to March 1997.
                                            Director  of  71316  Ontario,   Inc.
                                            since April 1987 and of F. E. Holmes
                                            Organization,  Inc. since July 1978.
                                            Director  of  Marleau,  Lemire  Inc.
                                            from January  1995 to January  1996.
                                            Director of United Services  Canada,
                                            Inc.  since  February 1995 and Chief
                                            Executive  Officer from  February to
                                            August 1995.

Susan B. McGee         40    Executive      President,  Corporate  Secretary and
                             Vice           General   Counsel  of  the  Adviser.
                             President,     Since  September  1992 Ms. McGee has
                             Secretary,     served  and  continues  to  serve in
                             General        various  positions with the Adviser,
                             Counsel        its subsidiaries, and the investment
                                            companies   it   sponsors.    Before
                                            September  1992,  Ms.  McGee  was  a
                                            student at St. Mary's Law School.

David J. Clark         38    Treasurer      Chief   Financial   Officer,   Chief
                                            Operating  Officer  of the  Adviser.
                                            Since May 1997 Mr.  Clark has served
                                            and  continues  to serve in  various
                                            positions  with the  Adviser and the
                                            investment  companies  it  sponsors.
                                            Foreign  Service  Officer  with U.S.
                                            Agency for International Development
                                            in  the  U.S.  Embassy,  Bonn,  West
                                            Germany  from May 1992 to May  1997.
                                            Audit  Supervisor  for University of
                                            Texas  Health  Science  Center  from
                                            April    1991   to    April    1992.
                                            Auditor-in-Charge  for Texaco,  Inc.
                                            from August 1987 to June 1990.

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

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U.S. Global Investors Funds                  Statement of Additional Information
                                                                   Page 23 of 37

<PAGE>

COMPENSATION TABLE

                       TOTAL COMPENSATION FROM      TOTAL COMPENSATION FROM
                         U.S. INVESTORS FUNDS      U.S. GLOBAL FUND COMPLEX (1)
   NAME                    TO BOARD MEMBERS              TO BOARD MEMBERS
- -------------------    ------------------------    ----------------------------
Frank E. Holmes                $     0                       $     0
E. Douglas Hodo                $38,100                       $38,100
John P. Allen                  $25,600                       $25,600
Charles Z. Mann                $24,100                       $24,100
W.C.J. van Rensburg            $25,500                       $25,500
Bo McAllister                  $24,475                       $24,475
Clark R. Mandigo               $24,475                       $42,575

- -----------------------------
(1)  Total  compensation  paid by U.S. Global Fund Complex for period ended June
     30, 1999. As of this date there were fifteen funds in the complex.  Messrs.
     Holmes and Mandigo serve on all fourteen funds.

                         PRINCIPAL HOLDERS OF SECURITIES

As of September  30, 1999,  the officers and Trustees of the Trust,  as a group,
owned less than 1% of the outstanding shares of each fund. The Trust is aware of
the following  person(s) owning of record, or beneficially,  more than 5% of the
outstanding shares of any fund as of October 6, 1999.

                                                      PERCENTAGE    TYPE OF
         FUND                   SHAREHOLDERS            OWNED      OWNERSHIP
 --------------------     -------------------------     ------     ----------
 Real Estate Fund         Charles Schwab & Co. Inc.     20.04%     Record (1)
 China Region Fund        Charles Schwab & Co. Inc.     19.84%     Record (1)
 World Gold Fund          Charles Schwab & Co. Inc.     18.37%     Record (1)
                          National Financial
                            Services Corp.               5.50%     Record (2)
 All American Fund        Charles Schwab & Co. Inc.     15.71%     Record (1)
 Equity Income Fund       Stewart D. Fordham
                          Los Angeles, CA 90025-6325    14.53%     Beneficial
 Near-Term Tax
   Free Fund              Charles Schwab & Co. Inc.     14.30%     Record (1)
 Tax Free Fund            Charles Schwab & Co. Inc.     13.73%     Record (1)
 Gold Shares Fund         Charles Schwab & Co. Inc.      9.24%     Record (1)
 Global Resources
   Fund                   Charles Schwab & Co. Inc.      6.94%     Record (1)

- -----------------------------
(1)  Charles  Schwab & Co.,  Inc.,  a  broker/dealer  located at 101  Montgomery
     Street, San Francisco, CA 94104-4122, had advised that no individual client
     owns more than 5% of the fund.

(2)  National Financial Services Corp., a broker/dealer located at Church Street
     Station,  New York, NY  10008-3908,  has advised that no individual  client
     owns more than 5% of the fund.

INVESTMENT ADVISORY SERVICES

The  investment  adviser to the funds is U.S.  Global  Investors,  Inc., a Texas
corporation,  pursuant to an Advisory  Agreement  dated as of October 27,  1989.
Frank E. Holmes,  Chief Executive Officer and a Director of the Adviser, as well
as a Trustee,  President and Chief Executive Officer of the Trust,  beneficially
owns more than 25% of the  outstanding  voting  stock of the  Adviser and may be
deemed to be a controlling person of the Adviser.

In addition to the services described in the funds' prospectus, the Adviser will
provide the Trust with office space,  facilities and simple business  equipment,
and  will  provide  the  services  of  executive  and  clerical   personnel  for
administering  the  affairs  of the Trust.  It will  compensate  all  personnel,
officers and trustees of the Trust if such persons are  employees of the Adviser
or its  affiliates,  except  that the Trust will  reimburse  the  Adviser  for a
portion of the compensation of the Adviser's employees who perform certain legal
services for the Trust, including state securities

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Statement of Additional Information                  U.S. Global Investors Funds
Page 24 of 37

<PAGE>

law regulatory  compliance  work,  based upon the time spent on such matters for
the Trust.  The Adviser pays the expense of printing and mailing the  prospectus
and sales materials used for promotional purposes.

MANAGEMENT FEES

The Trust pays the Adviser a separate management fee for each Fund in the Trust.
Such fee is based on varying  percentages of average net assets. The Adviser has
contractually  limited total Fund operating expenses to not exceed 1.00% for the
All American  Fund,  0.70% for the Tax Free Fund and Near-Term Tax Free Fund and
0.40% for the Government  Securities Savings Fund on an annualized basis through
June 30, 2000, and until such later date as the Adviser determines. For the last
three fiscal years ended June 30, 1999, the funds paid the following  management
fees (net of expenses paid by the adviser or voluntary fee waivers):

                  FUND                     1997          1998          1999
  ----------------------------------    ----------    ----------    ----------
  Gold Shares Fund                      $1,173,225    $  616,410    $  314,052
  World Gold Fund                       $2,380,969    $1,521,454    $1,119,941
  Global Resources Fund                 $  281,264    $  295,610    $  159,064
  China Region Fund                     $  270,994    $  385,682    $  200,343
  All American Fund                     $        0    $   33,254    $  200,343
  Equity Income Fund                    $   70,067    $   77,558    $   78,288
  Real Estate Fund                      $  101,214    $  108,227    $   65,427
  Tax Free Fund                         $        0    $        0    $        0
  Near-Term Tax Free Fund               $        0    $        0    $        0
  Government Securities Savings Fund    $   91,782    $  418,522    $  900,908
  Treasury Securities Cash Fund         $  826,231    $  906,071    $  876,133

The Trust pays all other expenses for its operations and activities. Each of the
funds of the Trust pays its allocable  portion of these  expenses.  The expenses
borne by the Trust  include the charges and expenses of any transfer  agents and
dividend  disbursing  agents,  custodian  fees,  legal and  auditors'  expenses,
bookkeeping  and  accounting  expenses,   brokerage  commissions  for  portfolio
transactions,  taxes, if any, the advisory fee, extraordinary expenses, expenses
of issuing and redeeming  shares,  expenses of shareholder and trustee meetings,
and of  preparing,  printing  and mailing  proxy  statements,  reports and other
communications  to shareholders,  expenses of registering and qualifying  shares
for sale,  fees of trustees  who are not  "interested  persons" of the  Adviser,
expenses of attendance by officers and trustees at professional  meetings of the
Investment  Company  Institute,  the No-Load Mutual Fund  Association or similar
organizations,  and  membership  or  organization  dues of  such  organizations,
expenses of preparing and setting in type the  prospectus  and periodic  reports
and expenses of mailing them to current  shareholders,  fidelity bond  premiums,
cost of  maintaining  the books and records of the Trust,  and any other charges
and fees not specified.

SUB-ADVISERS

The  advisory  agreement  between the Adviser and the Trust  permits the Adviser
from  time  to  time  to  engage  one or  more  sub-advisers  to  assist  in the
performance of its services. Pursuant to the advisory agreement, the Adviser has
engaged  Goodman & Company N.Y. Ltd. as  Sub-Adviser to the Real Estate Fund, as
approved by  shareholders  on January 26, 1998.  It is wholly owned by Goodman &
Company  Ltd.,  which is  ultimately  wholly owned by Dundee  Bancorp  Inc.,  an
Ontario incorporated Canadian company listed on the Toronto Stock Exchange.  Mr.
Nathan  Edward "Ned"  Goodman,  Chairman of Goodman & Company N.Y.  Ltd., is the
"controlling  person" of Goodman & Company N.Y.  Ltd. and Goodman & Company Ltd.
("Goodman & Company").

Under the terms of the  sub-advisory  agreement,  the Sub-Adviser is required to
furnish the Adviser  information and advice,  including advice on the allocation
of investments among real estate related securities, relating to that portion of
the fund's  assets as the  Adviser  shall from time to time  designate;  furnish
continuously an investment program with respect to such assets; and to otherwise
manage the fund's  investments in accordance with the investment  objectives and
policies  as  stated  in the  fund's  Prospectus  and  Statement  of  Additional
Information.  Goodman  & Company  bears  all  expenses  in  connection  with the
performance of the services under the sub-advisory agreement.  Goodman & Company
manages the fund's entire portfolio, with the exception of daily cash management
services, which services are provided by the Adviser.

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U.S. Global Investors Funds                  Statement of Additional Information
                                                                   Page 25 of 37

<PAGE>

The sub-advisory agreement remains in effect pursuant to its terms for two years
from the date of shareholder  approval and from year to year  thereafter so long
as such  continuation is  specifically  approved at least annually (i) by either
the  Trustees  of the Trust or by vote of a majority of the  outstanding  voting
securities (as defined in the 1940 Act) of the fund, and (ii) in either event by
the vote of a majority of the  Trustees of the Trust who are not parties to this
agreement  or  "interested  persons"  (as  defined  in the 1940 Act) of any such
party,  cast in person at a meeting  called  for the  purpose  of voting on such
approval.  The sub-advisory  agreement is terminable,  without  penalty,  by the
Board,  by a Majority  Vote of the  fund's  shareholders,  by the  Adviser or by
Goodman &  Company,  in each case on not more  than  sixty nor less than  thirty
days'  written  notice to the other  party  and to the  fund.  The  sub-advisory
agreement terminates automatically in the event of its assignment (as defined in
the 1940 Act).

For the sub-advisory  services, the Adviser pays Goodman & Company 50 percent of
the  Management Fee (as defined in the advisory  agreement)  paid by the fund to
the Adviser,  net of all mutually agreed upon fee waivers and reimbursements and
reimbursements  required by applicable law. The fee paid to Goodman & Company is
paid by the Adviser out of its management fee and does not increase the expenses
of the fund.

ADVISORY FEE SCHEDULE

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

     Treasury  Securities Cash, and      0.50% of the  first  $250,000,000
     Government  Securities Savings      and 0.375% of the excess
     Funds

     World    Gold    and    Global      1.00% of the  first  $250,000,000
     Resources Funds                     and 0.50% of the excess

     Near-Term Tax Free Fund             0.50%

     China Region Opportunity Fund       1.25%

The Adviser may, out of profits  derived  from its  management  fee, pay certain
financial  institutions  (which may include banks,  securities dealers and other
industry  professionals) a "servicing fee" for performing certain administrative
servicing  functions for fund shareholders to the extent these  institutions are
allowed to do so by applicable statute,  rule or regulation.  These fees will be
paid  periodically  and will  generally be based on a percentage of the value of
the institutions'  client fund shares.  The  Glass-Steagall  act prohibits banks
from  engaging  in  the  business  of  underwriting,   selling  or  distributing
securities.  However, in the adviser's opinion,  such laws should not preclude a
bank from  performing  shareholder  administrative  and  servicing  functions as
contemplated herein.

The board of trustees of the Trust  (including a majority of the  "disinterested
trustees")  recently  approved  continuation  of the October 27, 1989,  advisory
agreement  through February 1999. The advisory  agreement  provides that it will
continue initially for two years, and from year to year thereafter, with respect
to each fund, as long as it is approved at least  annually both (i) by a vote of
a majority of the outstanding  voting securities of such fund (as defined in the
1940  Act) or by the board of  trustees  of the  Trust,  and (ii) by a vote of a
majority  of the  trustees  who are not  parties to the  advisory  agreement  or
"interested  persons" of any party  thereto,  cast in person at a meeting called
for the  purpose  of voting on such  approval.  The  advisory  agreement  may be
terminated  on 60 days'  written  notice  by  either  party  and will  terminate
automatically if it is assigned.

DISTRIBUTION, TRANSFER AGENCY AND OTHER SERVICES

U.S. Global  Brokerage,  Inc., 7900 Callaghan Road, San Antonio,  Texas 78229, a
subsidiary  of  the  Adviser  ("U.S.  Global   Brokerage"),   is  the  principal
underwriter and [exclusive]  agent for  distribution of the fund's shares.  U.S.
Global Brokerage is obligated to use all reasonable efforts, consistent with its
other business, to secure purchasers for the fund's shares, which are offered on
a continuous basis.

Beginning  September 3, 1998, U.S. Global Brokerage commenced marketing the fund
and distributing the fund's shares pursuant to a Distribution  Agreement between
the Trust and U.S. Global Brokerage (the  "Distribution  Agreement").  Under the
Distribution  Agreement,  U.S.  Global  Brokerage may enter into agreements with
selling

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Statement of Additional Information                  U.S. Global Investors Funds
Page 26 of 37

<PAGE>

brokers,  financial planners and other financial representatives for the sale of
the fund's shares. Following such sales, a fund will receive the net asset value
per share.

Pursuant to the Distribution Agreement, the Trust is responsible for the payment
of all fees and expenses (i) in connection with the preparation, setting in type
and filing of any registration  statement under the 1933 Act, and any amendments
thereto,  for the issuance of the fund's  shares;  (ii) in  connection  with the
registration and  qualification of the fund's shares for sale in states in which
the Board of Trustees  shall  determine  it advisable to qualify such shares for
sale;  (iii) of preparing,  setting in type,  printing and mailing any report or
other  communication  to holders of the fund's shares in their capacity as such;
and (iv) of  preparing,  setting in type,  printing  and  mailing  Prospectuses,
Statements of  Additional  Information,  and any  supplements  thereto,  sent to
existing holders of the fund's shares.  U.S. Global Brokerage is responsible for
paying the cost of (i) printing and  distributing  Prospectuses,  Statements  of
Additional  Information and reports  prepared for its use in connection with the
offering of the fund's shares for sale to the public;  (ii) any other literature
used in connection with such offering; (iii) advertising in connection with such
offering; and (iv) any additional  out-of-pocket expenses incurred in connection
with these costs.

The  Distribution  Agreement  continues  in effect  from year to year,  provided
continuance  is approved at least  annually by either (i) the vote of a majority
of the  Trustees of the Trust,  or by the vote of a majority of the  outstanding
voting  securities of the Trust, and (ii) the vote of a majority of the Trustees
of the Trust who are not interested persons of the Trust and who are not parties
to  the  Distribution  Agreement  or  interested  persons  of any  party  to the
Distribution Agreement; however, the Distribution Agreement may be terminated at
any  time  by  vote of a  majority  of the  Trustees  of the  Trust  who are not
interested  persons of the Trust,  or by vote of a majority  of the  outstanding
voting securities of the Trust, on not more than sixty (60) days' written notice
by  the  Trust.  For  these  purposes,  the  term  "vote  of a  majority  of the
outstanding  voting  securities" is deemed to have the meaning  specified in the
1940 Act and the rules enacted thereunder.

The  Transfer  Agency  Agreement  with the Trust  provides  for each fund to pay
United Shareholder  Services,  Inc. ("USSI") an annual fee of $23.00 per account
(1/12  of  $23.00  monthly).  In  connection  with  obtaining  and/or  providing
administrative  services  to the  beneficial  owners  of  Trust  shares  through
broker-dealers,  banks,  trust companies and similar  institutions which provide
such services and maintain an omnibus account with the Transfer Agent, each fund
shall pay to the  Transfer  Agent a monthly fee equal to  one-twelfth  (1/12) of
12.5  basis  points  (.00125)  of the value of the  shares of the funds  held in
accounts at the institutions, which payment shall not exceed $1.92 multiplied by
the average daily number of accounts  holding  Trust shares at the  institution.
These fees cover the usual transfer  agency  functions.  In addition,  the funds
bear certain other Transfer Agent expenses such as the costs of record retention
and postage,  plus the telephone and line charges  (including  the toll-free 800
service)  used by  shareholders  to contact the Transfer  Agent.  For the fiscal
period ended June 30, 1999,  the funds paid the  following  amounts for transfer
agency fees and expenses  (net of expenses  paid by the Adviser or voluntary fee
waivers):

                 Gold Shares Fund                     $982,799
                 World Gold Fund                      $586,654
                 Global Resources Fund                $204,368
                 China Region Fund                    $170,044
                 All American Fund                    $131,646
                 Equity Income Fund                   $ 42,635
                 Real Estate Fund                     $ 52,578
                 Tax Free Fund                        $ 31,513
                 Government Securities Savings Fund   $860,534
                 Treasury Securities Cash Fund        $370,170

                 The Near-Term Tax Free Fund paid $0 due to the
                 Adviser's expense limit guarantees.

Prior to November 1997, USSI performed bookkeeping and accounting services,  and
determined  the daily net asset  value for each of the  funds.  Bookkeeping  and
accounting services were provided to the funds at a sliding scale fee based upon
average  net assets and subject to an annual  minimum  fee.  Beginning  November
1997, Brown Brothers  Harriman & Co. , an independent  service  provider,  began
providing the funds with bookkeeping, accounting and custody services

- --------------------------------------------------------------------------------
U.S. Global Investors Funds                  Statement of Additional Information
                                                                   Page 27 of 37

<PAGE>

and determined  the daily net asset value for each of the funds.  For the fiscal
period ended June 30, 1999, the funds paid the following amounts for bookkeeping
and accounting services:

                 Gold Shares Fund                     $ 46,581
                 World Gold Fund                      $ 47,063
                 Global Resources Fund                $ 38,851
                 China Region Fund                    $ 45,582
                 All American Fund                    $ 40,244
                 Equity Income Fund                   $ 40,219
                 Real Estate Fund                     $ 42,576
                 Tax Free Fund                        $ 39,992
                 Near-Term Tax Free Fund              $ 45,027
                 Government Securities Savings Fund   $101,932
                 Treasury Securities Cash Fund        $ 34,839

In  addition  to the  services  performed  for the funds and the Trust under the
Advisory Agreement,  the Adviser, through its subsidiary USSI, provides transfer
agent and dividend  disbursement  agent services pursuant to the Transfer Agency
Agreement  as  described  in the funds'  prospectus  under  "Fund  Details."  In
addition,  lockbox and  statement  printing  services are provided by USSI.  The
Board of Trustees recently  approved the Transfer Agency and related  agreements
through  February 28, 2000. For the three fiscal years ended June 30, 1997, 1998
and 1999,  the Trust  paid USSI  total  transfer  agency  fees and  expenses  of
$3,789,333, $3,421,224 and $3,432,941, respectively, for all funds.

All fees paid to the  Adviser  during  the  fiscal  year  ended  June 30,  1999,
(including  management and transfer  agency but net of  reimbursements)  totaled
$7,231,379.

Additionally, the Adviser was reimbursed at cost for in-house legal and internal
administration  services  pertaining to each fund during the year ended June 30,
1999, in the amounts $223,403 and $54,820, respectively.

A & B Mailers,  Inc., a  corporation  wholly owned by the Adviser,  provides the
Trust with certain mail  handling  services.  The charges for such services have
been negotiated by the Audit Committee of the Trust and A & B Mailers, Inc. Each
service is priced separately. For the fiscal year ended June 30, 1999, the funds
paid A&B Mailers, Inc. $716,690 for mail handling services.

                     CERTAIN PURCHASES OF SHARES OF THE FUND

The following  information  supplements the discussion of how to buy fund shares
as discussed in the prospectus.

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

(1)  the  securities  offered by the investor in exchange for shares of the fund
     must not be in any way restricted as to resale or otherwise be illiquid;

(2)  securities of the same issuer must already exist in the fund's portfolio;

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

(4)  any  securities  so acquired by the fund shall not comprise  over 5% of the
     fund's net assets at the time of such exchange;

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Statement of Additional Information                  U.S. Global Investors Funds
Page 28 of 37

<PAGE>

(5)  no  over-the-counter  securities  will be  accepted  unless  the  principal
     over-the-counter market is in the United States; and,

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

The Trust  believes  that this  ability  to  purchase  shares of the fund  using
securities  provides a means by which holders of certain  securities  may obtain
diversification  and  continuous  professional  management of their  investments
without the expense of selling those securities in the public market.

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

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

ADDITIONAL INFORMATION ON REDEMPTIONS

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

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

The checkwriting withdrawal procedure enables a shareholder to receive dividends
declared on the shares to be redeemed until such time as the check is processed.
If a check  for the  balance  of the  account  is  presented  for  payment,  the
dividends will close out and generate a dividend check and close the account. If
there are not sufficient  shares to cover a check, the check will be returned to
the payee and marked  "insufficient  funds." Checks written against shares which
have been in the account  less than 7 days and were  purchased  by check will be
returned as uncollected funds. A shareholder may avoid this 7-day requirement by
purchasing by bank wire or cashiers check.

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

REDEMPTION  IN KIND.  The Trust  reserves the right to redeem shares of the Gold
Shares Fund or the China Region Fund in cash or in kind. However,  the Trust has
elected to be governed by Rule 18f-1 under the  Investment  Company Act of 1940,
pursuant  to which the Trust is  obligated  to redeem  shares of the Gold Shares
Fund or China  Region  Fund  solely in cash up to the lesser of  $250,000 or one
percent of the net asset value of the Trust during any 90-day period

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U.S. Global Investors Funds                  Statement of Additional Information
                                                                   Page 29 of 37

<PAGE>

for any one shareholder. Any shareholder of the Gold Shares Fund or China Region
Fund  receiving a redemption  in kind would then have to pay  brokerage  fees in
order to convert the investment  into cash. All redemptions in kind will be made
in marketable securities of the particular fund.

SUSPENSION OF REDEMPTION PRIVILEGES. The Trust may suspend redemption privileges
or postpone the date of payment for up to seven days,  but cannot do so for more
than seven days after the redemption  order is received except during any period
(1) when the NYSE is closed,  other than customary weekend and holiday closings,
or trading on the Exchange is restricted as  determined  by the  Securities  and
Exchange  Commission  ("SEC"),  (2) when an emergency  exists, as defined by the
SEC,  which  makes it not  reasonably  practicable  for the Trust to  dispose of
securities owned by it or fairly to determine the value of its assets, or (3) as
the SEC may otherwise permit.

CALCULATION OF PERFORMANCE DATA

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

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

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

The seven-day  yield and effective  yield for the Treasury  Securities Cash Fund
and the  Government  Securities  Savings  Fund at June 30,  1999 were  3.43% and
3.49%, and 4.60% and 4.71%,  respectively,  with an average weighted maturity of
investments on that date of 43 and 78 days, respectively.

TOTAL RETURN

The Gold Shares Fund,  Global  Resources  Fund,  World Gold Fund,  Equity Income
Fund,  Tax Free Fund,  the Real Estate Fund, and the Near-Term Tax Free Fund may
each  advertise  performance  in terms of average annual total return for 1-, 5-
and 10-year  periods,  or for such lesser periods as any of such funds have been
in existence. Average annual

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Statement of Additional Information                  U.S. Global Investors Funds
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<PAGE>

total  return is  computed by finding the  average  annual  compounded  rates of
return over the periods  that would  equate the initial  amount  invested to the
ending redeemable value, according to the following formula:

                                       n
                                  P(1+T) = ERV

           Where: P   = a hypothetical initial payment of $1,000
                  T   = average annual total return
                  N   = number of years
                  ERV = ending   redeemable  value  of  a  hypothetical
                        $1,000 payment made at the beginning of the 1-,
                        5- or 10- year  periods  at the end of the year
                        or period.

The calculation assumes all charges are deducted from the initial $1,000 payment
and assumes all dividends and  distributions  by each fund are reinvested at the
price stated in the prospectus on the reinvestment  dates during the period, and
includes all recurring fees that are charged to all shareholder accounts.

The average  annual  compounded  rate of return for each fund for the  following
years ended as of June 30, 1999, is as follows:

                                      1 YEAR    5 YEARS    10 YEARS
                                      ------    --------   --------
             Gold Shares Fund          (9.76)%  (31.06)%   (19.14)%
             World Gold Fund          (20.89)%  (11.74)%    (3.22)%
             Global Resources Fund     (4.12)%    0.82 %     0.91 %
             China Region Fund         37.50 %   (5.43)%    (9.22)% (1)
             All American Fund         19.49 %    24.43%    14.48 %
             Equity Income Fund         6.30 %    14.22%    10.48 %
             Real Estate Fund          (8.44)%    7.84 %     5.25 %
             Tax Free Fund              1.39 %     5.93%     6.25 %
             Near-Term Tax Free Fund    2.35 %     4.58%     5.53 % (2)
             ---------------
             (1) (02/10/94 inception)
             (2) (12/04/90 inception)

YIELD

The Tax Free and  Near-Term  Tax Free Funds each may  advertise  performance  in
terms of a 30-day yield  quotation.  The 30-day  yield  quotation is computed by
dividing the net  investment  income per share  earned  during the period by the
maximum offering price per share on the last day of the period, according to the
following formula:
                                       A-B     6
                             YIELD=2[(---- + 1) - 1]
                                       CD
               Where:  A = dividends  and  interest  earned
                           during the period

                       B = expenses accrued  for the period
                           (net of reimbursement)

                       C = the  average   daily  number  of
                           shares outstanding  during   the
                           period   that  were entitled  to
                           receive dividends

                       D = the  maximum  offering price per
                           share  on  the last  day of  the
                           period

The  30-day  yield for the 30 days  ended  June 30,  1999,  for each fund was as
follows:

                       Tax Free Fund                  4.39%
                       Near-Term Tax Free Fund        3.47%

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U.S. Global Investors Funds                  Statement of Additional Information
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<PAGE>

TAX EQUIVALENT YIELD

The Tax Free Fund's tax  equivalent  yield for the 30 days ended June 30,  1999,
was 7.27% based on a Federal income tax rate of 39.6%.

The  Near-Term Tax Free Fund's tax  equivalent  yield for the 30 days ended June
30, 1999, was 5.75% based on a Federal income tax rate of 39.6%.

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

NONSTANDARDIZED TOTAL RETURN

Each fund may provide the above  described  standard  total return results for a
period  which ends as of not earlier than the most recent  calendar  quarter end
and which begins either twelve months before or at the time of  commencement  of
each fund's operations. In addition, each fund may provide nonstandardized total
return  results for differing  periods,  such as for the most recent six months.
Such  nonstandardized  total  return is computed as  otherwise  described  under
"Total Return" except that no annualization is made.

DISTRIBUTION RATES

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

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

EFFECT OF FEE WAIVER AND EXPENSE REIMBURSEMENT

All  calculations of performance  data in this section reflect the Adviser's fee
waivers or reimbursement  of a portion of the fund's  expenses,  as the case may
be.

                                   TAX STATUS

TAXATION OF THE FUNDS -- IN GENERAL

As stated in its  prospectus,  each fund  intends  to  qualify  as a  "regulated
investment  company" under Subchapter M of the Internal Revenue Code of 1986, as
amended ("Code").  Accordingly,  no fund will be liable for Federal income taxes
on its  taxable  net  investment  income and  capital  gain net income  that are
distributed to  shareholders,  provided that a fund  distributes at least 90% of
its net investment income and net short-term capital gain for the taxable year.

To qualify as a  regulated  investment  company,  each fund  must,  among  other
things:  (a) derive in each  taxable  year at least 90% of its gross income from
dividends,  interest,  payments with respect to securities loans, gains from the
sale or other disposition of stock,  securities or foreign currencies,  or other
income derived with respect to its business of

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<PAGE>

investing in such stock,  securities or currencies ("90% test"); and (b) satisfy
certain diversification  requirements at the close of each quarter of the fund's
taxable year.  Furthermore,  in order to be entitled to pay tax-exempt  interest
income dividends to shareholders,  the Tax Free Fund and Near-Term Tax Free Fund
must satisfy the  requirement  that, at the close of each quarter of its taxable
year, at least 50% of the value of its total assets  consists of obligations the
interest of which is exempt from Federal  income tax. The Tax Free and Near-Term
Tax Free Funds intend to satisfy this requirement.

The Code  imposes a  non-deductible  4%  excise  tax on a  regulated  investment
company that fails to  distribute  during each  calendar year an amount equal to
the sum of (1) at least 98% of its ordinary income for the calendar year, (2) at
least 98% of its capital gain net income for the  twelve-month  period ending on
October 31 of the  calendar  year and (3) any portion not taxable to the fund of
the respective  balance from the preceding calendar year. Because the excise tax
is based upon  undistributed  taxable  income,  it will not apply to  tax-exempt
income  received by the Tax Free and Near-Term Tax Free Funds.  The funds intend
to make such  distributions  as are necessary to avoid imposition of this excise
tax.

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

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

TAXATION OF THE FUNDS' INVESTMENTS

Securities  sold during a period may generate  gains or losses based on the cost
at which they were purchased.  Net realized  capital losses,  for federal income
tax purposes,  may be carried  forward to offset current or future capital gains
until expiration.  The loss  carryforward and related  expiration dates for each
fund, as of June 30, 1999, are as follows:

                                                 LOSS          EXPIRATION
                      FUND                   CARRYFORWARDS        DATE
     ----------------------------------      ------------      -----------
     U.S. Treasury Securities Cash           $      7,531             2007
     U.S. Government Securities Savings        1,629 ,392      2003 - 2005
     Near-Tern Tax Free                           200,511      2002 - 2003
     Real Estate                                  360,575             2007
     China Region Opportunity                   6,602,805      2004 - 2007
     Global Resources                           6,668,259             2007
     World Gold                                42,669,885      2000 - 2007
     Gold Shares                              193,554,980      2000 - 2007

                                                                    POST-
                                                POST-         OCTOBER 31, 1998
                                           OCTOBER 31, 1998     CURRENCY LOSS
                      FUND                  CAPITAL LOSSES        DEFERRAL
     ----------------------------------      -----------          --------
     U.S. Treasury Securities Cash           $    10,657          $     --
     Real Estate                                 241,627                --
     China Region Opportunity                  4,144,732               233
     Global Resources                          2,907,762             6,875
     World Gold                               12,564,904           122,651
     Gold Shares                               2,787,360           185,685

The amounts above, in accordance with tax rules,  are deemed to have occurred on
July 1, 1999.

A fund's ability to make certain investments may be limited by provisions of the
Code that require inclusion of certain  unrealized gains or losses in the fund's
income  for  purposes  of the 90%  test,  the  30%  test  and  the  distribution
requirements  of the  Code,  and by  provisions  of the Code  that  characterize
certain  income or loss as ordinary  income or loss rather than  capital gain or
loss. Such recognition, characterization and timing rules generally apply to

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U.S. Global Investors Funds                  Statement of Additional Information
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<PAGE>

investments in certain forward currency  contracts,  foreign currencies and debt
securities denominated in foreign currencies.

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

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

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

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

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

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Statement of Additional Information                  U.S. Global Investors Funds
Page 34 of 37

<PAGE>

TAXATION OF THE SHAREHOLDER

Taxable distributions generally are included in a shareholder's gross income for
the taxable  year in which they are  received.  However,  dividends  declared in
October, November or December and made payable to shareholders of record in such
a month will be deemed to have been  received on December 31, if a fund pays the
dividends during the following January.

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

Distributions  by a fund,  other than the Treasury  Securities Cash Fund and the
Government  Securities  Savings  Fund,  will result in a  reduction  in the fair
market value of fund shares.  Should a distribution reduce the fair market value
below a  shareholder's  cost  basis,  such  distribution  nevertheless  would be
taxable to the  shareholder as ordinary  income or long-term  capital gain, even
though,  from an investment  standpoint,  it may  constitute a partial return of
capital.  In  particular,  investors  should  be  careful  to  consider  the tax
implications  of buying shares of such funds just prior to a  distribution.  The
price  of such  shares  purchased  at  that  time  includes  the  amount  of any
forthcoming distribution.  Those investors purchasing the fund shares just prior
to a distribution  may receive a return of investment  upon  distribution  which
will nevertheless be taxable to them.

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

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

A shareholder  of a fund should be aware that a redemption of shares  (including
any exchange into another U.S.  Global  Investors  fund) is a taxable event and,
accordingly,  a capital gain or loss may be recognized.  If a shareholder of the
Tax  Free  Fund or the  Near-Term  Tax Free  Fund  receives  an  exempt-interest
dividend  with  respect to any share and such share has been held for six months
or less, any loss on the redemption or exchange will be disallowed to the extent
of such exempt-interest dividend. Similarly, if a shareholder of a fund receives
a distribution  taxable as long-term  capital gain with respect to shares of the
fund and redeems or exchanges  shares  before he has held them for more than six
months,  any loss on the  redemption  or exchange (not  otherwise  disallowed as
attributable  to an  exempt-interest  dividend)  will be  treated  as  long-term
capital loss to the extent of the long-term capital gain recognized.

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

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

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U.S. Global Investors Funds                  Statement of Additional Information
                                                                   Page 35 of 37

<PAGE>

CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES

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

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

FOREIGN TAXES

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

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

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

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

<PAGE>

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Statement of Additional Information                  U.S. Global Investors Funds
Page 36 of 37

The foregoing discussion relates only to generally applicable federal income tax
provisions  in  effect  as of  the  date  of the  prospectus  and  Statement  of
Additional Information. Shareholders should consult their tax advisors about the
status of distributions from the fund in their own states and localities.

                  CUSTODIAN, FUND ACCOUNTANT, AND ADMINISTRATOR

Brown  Brothers  Harriman  &  Co.  serves  as  custodian,  fund  accountant  and
administrator  for  all  funds  of the  Trust  described  in this  Statement  of
Additional  Information.  With respect to the funds that own foreign  securities
Brown  Brothers  Harriman & Co. may hold  securities  of the funds  outside  the
United States pursuant to sub-custody  arrangements  separately  approved by the
Trust.  Prior to November 1997 Bankers Trust provided  custody services and USSI
provided fund accounting and administrative  services.  Services with respect to
the retirement accounts will be provided by Security Trust and Financial Company
of San Antonio, Texas, a wholly owned subsidiary of the Adviser.

                                   DISTRIBUTOR

U.S. Global Brokerage,  Inc., 7900 Callaghan Road, San Antonio,  Texas 78229, is
the exclusive agent for  distribution of shares of the funds. The distributor is
obligated to sell the shares of the funds on a  best-efforts  basis only against
purchase orders for the shares.  Shares of the funds are offered on a continuous
basis.

                    INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL

Arthur Andersen LLP, 225 Franklin Street, Boston Massachusetts 02110-2812,  were
appointed  auditors for the Trust effective July 1, 1999. The accountants  audit
and report on the funds' annual financial statements,  review certain regulatory
reports  and  the  funds'  federal   income  tax  returns,   and  perform  other
professional accounting, auditing, tax, and advisory services when engaged to do
so by the Trust.

PricewaterhouseCoopers  LLP, 160 Federal Street,  Boston,  Massachusetts  02110,
served as the  independent  accountants  for the Trust for the fiscal year ended
June 30, 1999.

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

- --------------------------------------------------------------------------------
U.S. Global Investors Funds                  Statement of Additional Information
                                                                   Page 37 of 37

<PAGE>

- --------------------------------------------------------------------------------
                            PART C: OTHER INFORMATION
- --------------------------------------------------------------------------------

                            PART C: OTHER INFORMATION

ITEM 23. EXHIBITS

The following  exhibits are  incorporated  by reference to the previously  filed
documents indicated below, except as noted.

(a)1. First  Amended and Restated  Master Trust  Agreement,  dated May 19, 1995,
      incorporated  by  reference  from  Post-  Effective  Amendment  No.  78 to
      Registration Statement (EDGAR Accession No. 0000101507-99- 000019).

   2. Amendment No. 1, dated January 31, 1997, to the First Amended and Restated
      Master  Trust  Agreement  changing  the name of the  trust to U.S.  Global
      Investors Funds,  incorporated by reference from Post-Effective  Amendment
      No. 80 filed September 2, 1997 (EDGAR Accession No.
      0000101507-97-000095).

   3. Amendment  No. 2, dated June 9, 1998,  to the First  Amended and  Restated
      Master Trust Agreement  changing the names of selected funds  incorporated
      by reference from Post-Effective  Amendment No. 82 filed September 2, 1998
      (EDGAR Accession No. 0000101507-98-000031).

(b)   By-laws, incorporated by reference from Post-Effective Amendment No. 44 to
      Registration Statement
      (EDGAR Accession No. 0000101507-99-000019).

(c)   Instruments Defining Rights of Security Holders. Not applicable

(d)1. Advisory  Agreement with U.S. Global  Investors,  Inc., dated October 1989
      incorporated  by reference  from  Post-Effective  Amendment  No. 62 (EDGAR
      Accession No. 0000101507-99-000019).

   2. Sub-Advisory  Agreement between Registrant,  U.S. Global Investors,  Inc.,
      and Goodman & Co.,  dated April 24, 1998,  incorporated  by reference from
      N-SAR filed August 26, 1998 (EDGAR Accession No. 0000101507-98-000031).

(e)1. Distribution Agreement between Registrant and U.S. Global Brokerage,  Inc.
      dated  September  3, 1998,  incorporated  by  reference  from PEA 84 filed
      August 31, 1999 (EDGAR Accession No. 0000101507-99- 000019).

   2. Specimen Selling Group Agreement between principal underwriter and dealers
      incorporated  by  reference  from  Post-Effective  Amendment  No. 82 filed
      September 2, 1998 (EDGAR Accession No. 0000101507-98-000031).

(f)   Bonus or Profit Sharing Contracts. Not applicable.

(g)   Custodian Agreement between Registrant and Brown  Brothers  Harriman & Co.
      dated  November 1, 1997,  incorporated  by reference  from  Post-Effective
      Amendment   No.  82  filed   September  2,  1998  (EDGAR   Accession   No.
      0000101507-98-000031).

(h)1. Transfer  Agency  Agreement,  as amended,  between  Registrant  and United
      Shareholder  Services,  Inc.  dated  November  1,  1988,  incorporated  by
      reference  to Post  Effective  Amendment  No. 79 filed  September  3, 1996
      (EDGAR Accession No. 0000101507-96-000065).

   2. Expense Cap Agreement, dated July 1, 1999, included herein

(i)1. Opinion  of  Goodwin,  Procter  &  Hoar  incorporated  by  reference  from
      Post-Effective-Amendment No. 59.

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

(j)1. Consent of  independent  accountants,  PricewaterhouseCoopers  LLP,  dated
      October 27, 1999, included herein.

   2  Consent of independent accountants, Arthur Andersen LLP, dated October 27,
      1999, included herein.

<PAGE>

   3. Consent of Goodwin  Procter & Hoar LLP,  dated October 28, 1999,  included
      herein.

(k)   Omitted Financial Statements. Not applicable

(l)   Initial Capital Agreements. Not applicable.

(m)   Rule 12b-1 Plan. Not applicable

(n)   Rule 18f-3 Plan. Not applicable.

(o)   Power of Attorney  dated August 13, 1999,  incorporated  by reference from
      PEA 84 filed August 31, 1999 (EDGAR Accession No. 0000101507-99-000019).

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

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

ITEM 25. INDEMNIFICATION

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

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

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

ITEM 27. PRINCIPAL UNDERWRITERS

(a)   U.S.  Global  Brokerage,  Inc., a wholly owned  subsidiary of U.S.  Global
      Investors, Inc., is registered as a limited- purpose broker/dealer for the
      purpose  of  distributing  U.S.  Global  Investors  Funds and U.S.  Global
      Accolade Funds shares, effective September 3, 1998.

<PAGE>

(b)   Thefollowing  table lists,  for each  director and officer of U.S.  Global
      Investors Funds, the information indicated.

      NAME AND PRINCIPAL     POSITIONS AND OFFICES  POSITIONS AND OFFICES
       BUSINESS ADDRESS        WITH UNDERWRITER        WITH REGISTRANT

      Anthony A. Rabago         Director               Vice President
      7900 Callaghan Road       President
      San Antonio, TX 78229

      David J. Clark            Chief Financial        Treasurer
      7900 Callaghan Road       Officer
      San Antonio, TX 78229

      Elias Suarez              Vice President         Vice President,
      7900 Callaghan Road                              Institutional Sales
      San Antonio, TX 78229

      Patrick J. Klumpyan       Secretary              Vice President,
      7900 Callaghan Road                              Shareholder Services
      San Antonio, TX 78229

(c)   Not applicable

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

All  accounts  and  records  maintained  by  the  registrant  are  kept  at  the
registrant's  office located at 7900 Callaghan  Road,  San Antonio,  Texas.  All
accounts and records  maintained by Brown Brothers  Harriman & Co. as custodian,
fund accountant, and administrator for U.S. Global Accolade Funds are maintained
at 40 Water Street, Boston, Massachusetts 02109.

ITEM 29. MANAGEMENT SERVICES

Not applicable

ITEM 30. UNDERTAKINGS

Not applicable

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act  of  1940,  the  Registrant  certifies  that  it  meets  all of the
requirements for effectiveness of this Registration  Statement  pursuant to Rule
485(b)  under  the  Securities  Act of 1933  and that it has  duly  caused  this
Amendment to the Registration  Statement on Form N-1A to be signed on its behalf
by the undersigned, thereto duly authorized in the city of San Antonio, State of
Texas, on the 29th day of October, 1999.

                                    U.S. GLOBAL INVESTORS FUNDS



                                    By: /s/ Frank E. Holmes
                                       ----------------------------------
                                       Frank E. Holmes
                                       President, Chief Executive Officer

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

       SIGNATURE                     TITLE                          DATE

*/S/ JOHN P. ALLEN                 Trustee                      October 29, 1999
- ------------------------------
John P. Allen

*/S/ EDWARD D. HODO                Trustee                      October 29, 1999
- ------------------------------
Edward D. Hodo

/S/ FRANK E. HOLMES                                             October 29, 1999
- ------------------------------     Trustee, President,
Frank E. Holmes                    Chief Executive Officer

*/S/ CLARK R. MANDIGO              Trustee                      October 29, 1999
- ------------------------------
Clark R. Mandigo

*/S/ CHARLES Z. MANN               Trustee                      October 29, 1999
- ------------------------------
Charles Z. Mann

*/S/ WALTER W. MCALLISTER, III     Trustee                      October 29, 1999
- ------------------------------
Walter W. McAllister, III

*/S/ W.C.J. VAN RENSBURG           Trustee                      October 29, 1999
- ------------------------------
W.C.J. van Rensburg


/S/ SUSAN B. MCGEE
- ------------------------------     Executive Vice President     October 29, 1999
Susan B. McGee                     Secretary, General Counsel



*BY: /S/ SUSAN B. MCGEE
     -------------------------
     Susan B. McGee
     Attorney-in-Fact under
     Power of Attorney
     dated August 13, 1999

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.DESCRIPTION OF EXHIBIT

(h) 2.  Expense Cap Agreement, dated July 1, 1999.

(i) 1.  Consent of Goodwin Procter & Hoar LLP, dated October 28, 1999.

(i) 2.  Consent of independent  accountants,  PricewaterhouseCoopers  LLP, dated
        October 27, 1999.

(i) 3.  Consent of independent  accountants,  Arthur Andersen LLP, dated October
        27, 1999.



                                              [U.S. GLOBAL INVESTORS, INC. LOGO]


July 1, 1999

U.S. Global Investors Funds
7900 Callaghan Road
San Antonio, Texas 78229

Dear U.S. Global Investors Funds:

We hereby  confirm  and  acknowledge  our  agreement  to limit  total  operating
expenses of the following  funds to not exceed a percentage of their average net
assets as set forth below on an annualized basis through June 30, 2000.

                                                         PERCENTAGE OF
     FUND                                              AVERAGE NET ASSETS
     ---------------------------------------           ------------------
     All American Equity Fund                                1.00%
     Tax Free Fund                                           0.70%
     Near-Term Tax Free Fund                                 0.70%
     U.S. Government Securities Savings Fund                 0.40%

Yours truly,

/S/ FRANK E. HOLMES

Frank E. Holmes
Chief Investment Officer, US. Global Investors, Inc.

                                                        7900 Callaghan Road
                                                        ........................
                                                        MAIL ADDRESS:
                                                        P.O. Box 781234
                                                        San Antonio, Texas
                                                        78278-1234
                                                        ........................
                                                        Tel 210-308-1234
                                                        ........................
                                                        1-800-US-FUNDS
                                                        ........................
                                                        Fax 210-308-1223
                                                        ........................
                                                        email [email protected]




                           GOODWIN, PROCTER & HOAR LLP
                               COUNSELLORS AT LAW
                                 EXCHANGE PLACE
                        BOSTON, MASSACHUSETTS 02109-2881

                                                      TELEPHONE (617) 570-1000
                                                     TELECOPIER (617) 523-1231


                                October 28, 1999



U.S. Global Investors Funds
7900 Callaghan Road
San Antonio, Texas 78229

Ladies and Gentlemen:

      We hereby  consent to the  incorporation  by reference  in  Post-Effective
Amendment No. 85 (the  "Amendment")  to Registration  Statement  2-35439 on Form
N-1A (the "Registration Statement") of U.S. Global Investors Funds (the "Trust")
of  our  opinion  with  respect  to the  legality  of the  shares  of the  Trust
representing interests in (i) the Gold Shares Fund, Global Resources Fund, World
Gold Fund, All American Equity Fund,  Equity Income Fund  (formerly,  the Income
Fund),  Tax Free Fund,  U.S.  Treasury  Securities  Cash Fund,  U.S.  Government
Securities Savings Fund, Real Estate Fund and Near-Term Tax Free Fund (formerly,
U.S.   California   Double  Tax  Free  Fund),   which  opinion  was  filed  with
Post-Effective  Amendment  No. 59 to the  Registration  Statement,  and (ii) the
China  Region  Opportunity  Fund,  which  opinion was filed with  Post-Effective
Amendment No. 74 to the  Registration  Statement.  We also hereby consent to the
reference to this firm in the  Statement  of  Additional  Information  under the
heading "Independent  Accountants and Legal Counsel" which is included in Part B
of the Amendment.

                                       Very truly yours,

                                       /s/ Goodwin, Procter & Hoar LLP

                                       GOODWIN, PROCTER & HOAR  LLP

DOCSC\810449.1



                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby  consent to the  incorporation  by  reference  in the  Prospectus  and
Statement of Additional  Information  constituting parts of this  Post-Effective
Amendment No. 85 to the registration  statement on Form N-1A (the  "registration
statement")  of our report  dated  August 23,  1999,  relating to the  financial
statements and financial highlights appearing in the June 30, 1999 Annual Report
to Shareholders of U.S. Global Investors Funds,  which financial  statements and
financial  highlights are also  incorporated by reference into the  Registration
Statement.  We also  consent to the  references  to our firm  under the  heading
"Financial  Highlights"  in the  Prospectus  and under the heading  "Independent
Accountants and Legal Counsel" in the Statement of Additional Information.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Boston, Massachusetts
October 27, 1999



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Trustees of
U.S. Global Investors Funds:

As independent public accountants, we hereby consent to the use of our name (and
to all  references  to our  firm)  included  in or made a part  of  U.S.  Global
Investors  Funds  Post  Effective  Amendment  No.  85 and  Amendment  No.  85 to
Registration Statement File Nos. 02-35439 and 811-1800, respectively.

                                        /s/ Arthur Andersen LLP)

                                        Arthur Andersen LLP

Boston, Massachusetts
October 27, 1999



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