U S GLOBAL INVESTORS INC
497, 1998-05-14
INVESTMENT ADVICE
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[Front page of report]

SHAREHOLDER REPORT            [Graphics: US Global Investors logo]

Published for the fund shareholders of U.S. Global Investors      Spring 1998

[Graphics: Seashell and US Global Investors logos screened in background]

At U.S.  Global  Investors,  we are committed to continual  growth and perpetual
change in our quest for superior performance. Our company logo, derived from the
chambered  Nautilus,  represents the ideal of  symmetrical  expansion and global
reach.The Nautilus grows from a single point of origin. Centered in San Antonio,
U.S.  Global  Investors has  operations and interests in more than 110 countries
around the world. And just as the Nautilus expands in perfect increments,  we're
expanding and upgrading our  operations  while  enhancing  customer  service and
performance.

<PAGE>

SHAREHOLDER REPORT

Table of Contents


Message from
Frank Holmes             p.2

Fund Focus:
MegaTrends               p.4

Fund Notes               p.6

Shareholder
Services                 p.10

Expert Insight: 
Stephen Leeb             p.12


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

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

Susan Filyk, Editor
Mark Talbot-Kelly, Creative Director
William Chaffey, Associate Editor
Contributors: Robin Ewing, Wendy Ortega, Christina Frances, Lisa Minkley

_______________________________________________________________________________

THE PRESIDENTIAL MARKET CYCLE

MESSAGE FROM THE CHAIRMAN

Dear Shareholder,

         We are in the  fourth  year  of a  phenomenal  stock  market  and  many
investors are concerned that the market is overdue for a substantial correction.
To put the  situation in  perspective  we have gone through the history books to
see if the risk of investing now is too high. Before going into detail about the
Presidential  Market Cycle Theory, the bottom line is, it's not too early or too
late to invest as long as you  follow  two key  rules for  successful  long term
investing:  1) Diversify  your porfolio with an asset  allocation  strategy that
meets  your  risk  profile  and  long  term  retirement  needs.  2) Use  the ABC
Investment Plan(R) of regular and systematic investing.

         At no time in the history of the stock  market has the market  returned
more  then 20% per year for more  than  three  years in a row.  As we enter  the
fourth year of this phenomenal market,  many wonder what the year will bring. Do
you think we're going to see solid  returns for the stock market in 1998? If you
adhere to the Presidential Market Cycle Theory, the answer is probably not.

         According to Presidential  Market Cycle Theory,  the economy fluctuates
in fairly regular patterns over the course of each presidential  term: The first
two years after a presidential  election tend to be weak, while years three (the
pre-election  year) and four (the  election  year) offer strong  returns for the
stock market. The reason:  Politics,  of course. The party in power, Democrat or
Republican, wants to remain in power.So, during pre-election and election years,
the  incumbent  government  increases  the money  supply and popular  government
programs,  while  reducing  taxes--whatever  it takes to keep  business  and the
markets moving up. Prosperous  business people,  employed workers and moderately
contented taxpayers add up to re-election. No rocket science there.

[Graphic: Bar Chart plotted from data in table below]

The S&P 500 and the Election Cycle (1952-1998)
______________________________________________

1st Post-Election Year                  4.61%
2nd Post Election Year                  4.24%
Pre-Election Year                       17.64%
Election Year                           11.15%


         In the  lackluster  part of the  cycle,  the years just  following  the
election year, the President makes the difficult decisions,  hoping they will be
forgotten by the time 

(2) 
<PAGE>

SHAREHOLDER REPORT

[Graphic:  Picture of Frank Holmes shaking hands with Sam Nujoma; with 
following caption:  Chairman and CEO of U.S. Global Investors, Frank Holmes, 
shakes hands with the President of Namibia, Sam Nujoma, after touring diamond 
operations in Africa.]

elections roll around. These decisions,  usually involving more taxes,  spending
and regulation,  eat into business profits.  Because stock prices follow 
corporate earnings,  these decisions have a negative impact on the
stock market.

        In the past fifty  years,  stock market  movements  from high to low to
high again have run almost uniformly in four-year patterns.  In fact, there have
been 13 identifiable complete stock market cycles showing a high and a low since
the end of World  War  Two.  We're in the 14th  cycle  now.  Further,  of the 13
periods,  92% of the cycle "lows"  occurred in the first and second years of the
presidential term.  Similarly,  the "highs" should occur in the third and fourth
years (the election year) of a presidential cycle. Do they? In approximately 85%
of the four-year cycles, the high point was reached in the third or fourth year.

         Politics do have a  significant  effect on the stock  market  (were you
watching bond prices during the Monica Lewinsky scandal?),  but does this theory
really  work?  And if so, why aren't we all  boosting our returns by keeping our
money in stocks in  pre-election  and election year  markets,  and switching our
money into Treasury bills in the off years?

         Because,  like  all  theories,  this one has its  inconsistencies.  For
example, last year should have been a down year according to theory, as it was a
post-election  year--yet  the S&P posted  returns of more than 30%. You wouldn't
want all your money sitting in Treasuries during that kind of run, would you?

         Statistically,  this  year  should  be an  under  performer  as it is a
mid-term  year.  Yet there is a  tremendous  amount of  liquidity in the market,
investor  confidence is high and inflation is low.  That  generally  spells good
returns for the stock market.  Remember, there is never one "best time" to begin
investing in the stock market: The key to successful  investing is the length of
time you are prepared to remain invested, not when you begin to invest.

         Programs like dollar cost  averaging  with the ABC  Investment  Plan(R)
reduce  the risk that you buy at the top of the  market  and keep you  investing
regularly over time, in both up and down markets. That discipline can really pay
off and takes the emotional "sting" out of buying and selling at the wrong time.

         See  page 12 for  ideas  on how to  build a  balanced  and  diversified
portfolio,  and read on about the great  performance of the All American  Equity
Fund and the Regent Eastern European Fund.

Happy Investing,

/s/ Frank Holmes

Frank Holmes

_______________________________________________________________________________

FUND UPDATE:

[Graphic: five stars]

The ALL AMERICAN
EQUITY FUND,
featured in our winter 
shareholder report,  
received five stars 
from Morningstar for its 
3 year performance 
as of 3/31/98.


For a list of your 
Fund's top ten
holdings call
1-800-US-FUNDS.


Consider opening an Education IRA for the special grandson or  grand-daughter in
your life. They make great birthday gifts. Our Investor Representatives can show
you how.

_______________________________________________________________________________

Morningstar uses a proprietary  rating system to show historical,  risk-adjusted
performance. These ratings may change monthly and are calculated from the funds'
one-,  three-,  five- and ten-year  (when  available)  average annual returns in
excess of 90-day Treasury bill returns, with an appropriate  adjustment for fees
and  expenses and with a risk factor  reflecting  the funds'  performance  below
90-day  T-bill  returns.  The  one-year  ranking  is  calculated  using the same
methodology but is not a component of the overall  ranking.  Morningstar  awards
five stars to funds in the top 10% of their category, four stars to funds in the
next 22.5%,  three stars to the next 35%,  two stars to the next 22.5%,  and one
star in the bottom  10%.  Morningstar  awarded  the fund five stars out of 2,437
funds for the 3-year period ended 3/31/98.

For more complete  information,  including charges and expenses,  call 1-800-US-
FUNDS or visit our web site at  www.usfunds.com.  Read the prospectus  carefully
before investing. Past performance is no guarantee of future results. Investment
returns and  principal  will  fluctuate so that you may have a gain or loss when
you sell shares.


(3) 
<PAGE>

SHAREHOLDER REPORT

MEET THE MANAGER

[Graphic:  Picture of Stephen Leeb]

STEPHEN LEEB
Stephen Leeb, Ph.D. manages the MegaTrends Fund. Dr. Leeb holds a B.S. in econo-
mics from the Wharton School of Business, and an M. A. and  Ph. D. in psychology
and an M.A. in mathematics from the University of Illinois. Dr. Leeb is the edi-
tor of Personal Finance, The Big Picture, and author of Getting in on the Ground
Floor and Market Timing for the Nineties. He has made appearances on Wall Street
Week, the Nightly Business Report, CNN and CNBC.

INVESTMENT GOALS:
Capital appreciation and protection
RISK/REWARD POTENTIAL:
Low                                    High
[Graphic: Shaped Bar showing MegaTrends Fund halfway between "Low" and "High".]
SALES CHARGE:
None-no load
PORTFOLIO MANAGER:
Dr. Stephen Leeb

_______________________________________________________________________________

For more complete  information,  including charges and expenses,  call 1-800-US-
FUNDS or visit our web site at  www.usfunds.com.  Read the prospectus  carefully
before investing.

_______________________________________________________________________________

FUND FOCUS

MEGATRENDS FUND

Q: WHAT TYPES OF STOCKS MAKE UP THE MEGATRENDS FUND PORTFOLIO?

         High quality  growth  stocks which are going to do well in a variety of
market  environments.  We look for  "safe"  growth.  We combine  technical  with
fundamental  analysis,  and look for companies with consistent earnings,  strong
balance sheets, strong market positions and committed management. We also invest
in bonds  and money  market  instruments  if we feel they will  provide a needed
measure  of  protection  in certain  environments.  We will be  purchasing  some
zero-coupon  bonds in the  future to add  further  investment  stability  to the
portfolio.

Q: WHAT IS THE INVESTMENT OBJECTIVE OF THE FUND?

         Capital preservation is a major component of our investment  objective,
and as such we position the fund to withstand all kinds of investment "weather".
We also focus on capital growth to generate returns in good times and bad.

Q: HOW DOES THE MEGATRENDS FUND MANAGE RISK?

         Basically  by investing in high  quality  stocks  diversified  across a
broad  spectrum of economic  sectors.  We give up a percentage  of return on the
upside to protect against downside losses. At the moment the market could change
toward  inflation  or  deflation,  and we have to be ready for either  scenario,
moving into sectors that will do well in either case.

Q: YOU'RE KNOWN FOR SPOTTING TRENDS. WHAT MARKET TRENDS DO YOU SEE DEVELOPING
FOR THIS YEAR?

         I think we'll see Asia  recover as soon as they get their money  supply
situation figured out, and also recovery in Japan. Japan is poised to jump start
its economy.  While the fund is not directly  invested in Asia,  developments in
Asia will generate  worldwide  growth.  This should  create  upward  pressure in
commodity prices. We'll see more turbulence in U.S. stocks.

MEGA TRENDS

[Grpahic: Mountain chart plotted from data in table below.]
October 31st 91 To March 31st 98, 
NAV - NAV, Total Return,
Based In U S Dollar, Calculation Movements

                    US Glob             Dividend
                    Acc:MegaTrend       Rate
                    Fd (US) 20.22

       10/31/91           9.99   
       11/29/91           9.88   
       12/31/91        10.4233          0.0333
        1/31/92       10.37314   
        2/28/92       10.50356   
        3/31/92       10.41327   
        4/30/92       10.50356   
        5/29/92       10.53365   
        6/30/92       10.55031          0.1566
        7/31/92       10.72343   
        8/31/92       10.70306   
        9/30/92       10.84563   
       10/30/92       10.88637   
       11/30/92       11.03912   
       12/31/92       11.07108          0.0913
        1/29/93       11.12243   
        2/26/93       11.14298   
        3/31/93       11.21487   
        4/30/93       11.11216   
        5/31/93       11.20459   
        6/30/93       11.26622          0.13
        7/30/93       11.26622   
        8/31/93       11.39093   
        9/30/93       11.40133   
       10/29/93       11.37015   
       11/30/93       11.26622   
       12/31/93       11.38875          0.2279
        1/31/94       11.67533   
        2/28/94       11.47366   
        3/31/94       11.37814   
        4/29/94       11.20831   
        5/31/94       11.32507   
        6/30/94       11.09687          0.165
        7/29/94       11.18314   
        8/31/94       11.32333   
        9/30/94       11.21549   
       10/31/94       11.24785   
       11/30/94       10.90275   
       12/30/94       11.03755          0.195
        1/31/95       11.11451   
        2/28/95       11.44432   
        3/31/95       11.63121   
        4/28/95       11.89505   
        5/31/95       12.27983   
        6/30/95       12.45023          0.155
        7/31/95       12.58398   
        8/31/95       12.61742   
        9/29/95       12.75118   
       10/31/95       12.79576   
       11/30/95       13.26390   
       12/29/95       13.71052          0.3107
        1/31/96       13.93922   
        2/29/96       13.98496   
        3/29/96       13.97353   
        4/30/96       14.29371   
        5/31/96       14.56815   
        6/28/96       14.57970          1.4801
        7/31/96       13.76468   
        8/30/96       14.16572   
        9/30/96       14.63144   
       10/31/96       15.35590   
       11/29/96       16.01567   
       12/31/96       15.82162          0.22
        1/31/97       16.65156   
        2/28/97       16.30905   
        3/31/97       15.95336   
        4/30/97       16.20366   
        5/30/97       17.31025   
        6/30/97       17.74630          0.001
        7/31/97       18.93202   
        8/29/97       18.31281   
        9/30/97       19.30091   
       10/31/97       18.28646   
       11/28/97       18.37868   
       12/31/97       18.28778          2.021
        1/30/98       18.36488   
        2/27/98       19.36716   
        3/31/98       20.21524   


$10,000 Invested
October 31, 1991
is worth $20,215 
as of March 31, 1998

1 year              26.71%
5 year              12.51%
Inception           11.54%
Inception Date      10/21/91

Past  performance  is no guarantee  of future  results.  Investment  returns and
principal  will  fluctuate  so that  you may  have a gain or loss  when you sell
shares.

(4) 
<PAGE>

SHAREHOLDER REPORT

Q: WHAT'S THE SITUATION WITH OIL?

         It's at its lowest  price  ever in real  terms due to three  transitory
factors:  an unseasonably  warm winter in the north,  OPEC  squabbling,  and the
decline in demand from Asia.  Oil prices should return to higher  levels,  which
makes the oil service sectors  attractive in the long term. The world needs oil.
It is the basis of every  modern  economy in the  world.  And oil  drillers  are
limited in number,  so regardless  of the price of oil,  demand will remain high
for drillers.  Even with reduced  demand in Asia, oil is still running at 95% of
world production  capacity.  Prior to the decline, oil production was running at
almost  97% of  capacity.  Despite  the drop in the fourth  quarter of '98,  the
fundamentals for oil drilling  stocks,  like their earnings  estimates,  haven't
changed. These stocks should be good buys.

         Ironically,  the low oil prices in the short term are long term bullish
for oil  stocks.  The low prices  have kept  people  from  feeling  they have to
conserve,  they're out there buying  inefficient sport utility vehicles.  In the
future oil prices  are going to go up,  and those  people  will have to buy more
gasoline.  Oil  is  a  finite  resource,  and  at  the  moment  its  prices  are
artificially low.

Q: HOW HAS THE ASIAN SITUATION AFFECTED YOUR MANAGEMENT OF THE FUND?

         Asia is essentially a problem that could be solved;  it's a question of
restructuring  foreign debt and getting the banking situation under control. I'm
not so  concerned  about Asia, a fact which has enabled me to sit with less cash
in the Fund than I would if I felt Asia were going to be a major factor.  Asia's
troubles certainly brightened the short term view for the U.S. stock market. And
there are some very good trading  opportunities  in Asia,  especially  in retail
stocks.

Q: WHY HAS INFLATION BEEN SO LOW?

         Again,  due to  overlapping  factors.  The dollar has been very strong.
Competition   has  kept  labor   prices   low.  As  labor  costs  have  come  up
(traditionally  a source of "wage  inflation"),  commodity prices have virtually
plummeted.  Technology has also become significantly cheaper and is contributing
to greater efficiency.

Q: WHAT WOULD INDICATE TO YOU THAT INFLATION MIGHT BE A FACTOR IN THE COMING
YEAR?

         Oil  prices  will go up and that  always  has an  impact.  I think wage
inflation  will  begin to affect  prices.  We'll see Asia come back  online as a
major  consumer,  which will bring  commodity  prices  back up. The market  will
continue  to be  volatile.  We  might  see a turn  upward  in  gold.  Industrial
commodity prices will go higher. If inflation factors come into play, the market
might go from being led by financial stocks to energy stocks.

Q: WHAT ARE TWO THINGS YOU THINK EVERY INVESTOR SHOULD KNOW ABOUT THIS MARKET?

         This market is an unusual  market.  Inflation is low and the economy is
growing at a steady clip.  Things are almost perfect.  But it's not always going
to be this  easy.  The S&P has  averaged  returns  of more than 20% per year for
three  years  in  a  row.  A  fourth  year  return  of  20%  or  more  would  be
unprecedented.  Valuations  of stock  prices  relative to the  valuation of real
assets have never been higher in the history of the stock market.  Remember that
stocks are trading at fifty times earnings. These price to earnings ratios could
be halved if inflation goes from 2 to 4%, so we have to invest carefully.

_______________________________________________________________________________

TIPS FOR CALLING
AN INVESTOR
REPRESENTATIVE:

We  understand  how  frustrating  it can be to  have  to  hold  for an  Investor
Representative.  Tax time,  IRA  season,  market  fluctuations  and the new bank
change have  resulted in an enormous  volume of phone calls.  The following is a
list of tips to help make your hold time minimal:

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

2. Avoid  trading time.  Our heaviest call volume occurs  between 1-3 pm Central
time,  right before the market closes.  We have  representatives  available from
7:30am to 7pm, Monday through Friday.  Calling before or after trading hours may
help expedite your call.

3. Have your account number and social  security  number ready when you call. If
you have all of your information  available at the time you place your call, you
lessen the hold time for others.

INVESTMENT IDEA

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

_______________________________________________________________________________

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

(5) 
<PAGE>

SHAREHOLDER REPORT

GLOBAL I.Q. QUIZ

(1)  Where does the term broker come from?

(2)  In 1969,  notes  over $100 in value were eliminated as currency  because of
declining  demand.  Can you name the political  faces that  disappeared  off the
$500, $1000, $5000, $10,000 and $100,000?

(3)  Where does the term dollar come from?

(4)  The Dow Jones Industrials (DJIA)  and the S&P 500 are the two most followed
stock market indicators. What's the difference?

(5) Of what significance is RJR Nabisco to the S&P 500?

(6)  In Dow Theory, how important is the  observance  and  analysis of volume to
contemporary technical analysts?

(7)  The seeds for the collapse of each bull market are sewn in advance. A great
majority  of  investors  are  caught  by  surprise  and watch the value of their
investments  decline rapidly.  In general,  bull markets are killed by excessive
speculation by the private sector or by fiscal mismanagement by the government.
What were the factors behind the 1837 Market Panic?

         Quiz answers on page 8.

_______________________________________________________________________________
For more  information,  including charges and expenses,  call  1-800-US-FUNDS or
visit our Web site at  www.usfunds.com  for a free  prospectus.  Please  read it
carefully before investing.  Past performance is no guarantee of future results.
Investment  returns and principal  will fluctuate so that you may have a gain or
loss when you sell shares.
_______________________________________________________________________________

FUND NOTES AS OF 3/31/98

WORLD GOLD FUND
1 year              -29.32%
5 year                4.23%
10 year              -0.26%
Inception Date     11/27/85

GOLD SHARES FUND
1 year              -55.23%
5 year              -19.08%
10 year             -16.66%
Inception Date       7/1/74

         Gold has  traded in a fairly  narrow  range  between  $290 and $300 per
ounce. Gold equities staged a small rally off the bottom. The XAU is up 12% from
a low set in December.  A small sale was reported by the Czech  central  bank. A
merger  between  Kinross  Gold of Canada  and AMAX gold  pairs  Kinross'  strong
balance sheet with AMAX's good producing  assets and high debt load to produce a
senior gold producer with low debt and quality assets.

         Gold lease rates have edged up above 3% in recent  days,  although  the
reasons for this are unclear.  Some  speculate that central banks are calling in
some  borrowed  gold to square  their books while  others  believe it is a small
squeeze  maneuver  to force some short  covering.  It is  speculated  that after
decisions  concerning the EMU are made in July,  gold might recover.  In related
news, a renowned value investor has taken a large position in silver bullion.

GLOBAL RESOURCES FUND
1 year              -10.09%
5 year                5.63%
10 year               3.97%
Inception date       8/3/83

         Commodity  prices over the last  quarter  have  trended  lower.  In the
metals area, gold has moved between $295 and $300 per ounce. Silver came to life
after it was  disclosed  that a renowned  value  investor had made a substantial
investment  in the metal.  Copper and aluminum  prices have drifted  lower.  Oil
prices climbed to a high of almost $18 per barrel at the end of January but fell
sharply  before OPEC agreed to restrict  production.  Natural gas prices  remain
fairly  strong.  Consolidations  have taken  place in the gold and oil  services
industries.  In Canada there have been several  acquisitions as U.S. players buy
companies to gain access to Canada's abundant natural gas reserves.

         Most of the large U.S. brokerage firms have now recommended a return to
market weighting in the energy sector.  Earnings will obviously decline for 1998
due to sharply lower oil prices,  though  overall  growth in demand for oil over
the next two to three years has not changed.

BONNEL GROWTH FUND
1 year              42.93%
Inception           27.85%
Inception date    10/17/94

         Technology  stocks have been volatile due to fears of reduced demand in
Asia,  with  small and  mid-cap  technology  stocks  affected  more  than  their
large-cap  counterparts.  As a result, there are some terrific values out there.
While  the  Asian  market  for  technological  goods  declined  due to  currency
devaluations and consumer fears, the cost of producing  technology in Asia fell,
resulting in higher profit margins for those  corporations which manufacture all
or a portion of their computer equipment in Asia.

         Inflation  remains low and there is  tremendous  liquidity in the stock
market.  Investors are likely to turn their attention to the  undervalued  small
stocks during the next few quarters as many large-cap stocks are highly priced.

         Our  holdings  in the  retail and health  sectors  continue  to perform
admirably. Capital-gains tax cuts like the one recently passed have historically
produced small and mid-cap rallies.


(6) 
<PAGE>

SHAREHOLDER REPORT
 
REAL ESTATE FUND 
1 year              17.11% 
5 year               9.36% 
10 year              9.36% 
Inception date      7/2/87

         Real Estate securities have offered moderate returns so far in 1998 due
to possible  regulatory changes on the horizon.  When the Real Estate Investment
Trust Act was signed into law in 1960,  REITs were  envisioned  as passive  real
estate  vehicles which were exempt from taxation at the corporate  level as long
as they distributed 95% of their net taxable income to  shareholders.  Some fear
that the Real  Estate  Investment  Trust Act may be changed as many REITs are no
longer passive real estate vehicles.  The executive branch has made proposals to
limit  the  growth  of  REITs  via  stricter  income  tests  in the  event of an
acquisition, and by limiting ownership control to no more than 50% of the voting
power or economic value of all classes of stock.  Investors  should keep in mind
that these proposals are subject to a long legislative process.

CHINA REGION OPPORTUNITY FUND 
1 year              -23.39%  
Inception           -11.03% 
Inception date      2/10/94

         After the panic  selling  in  January,  the  Asian  market  stabilized.
Although the  political  situation in Indonesia  remains  uncertain,  the entire
region should rebound.  The market declines the most when fear is greatest,  not
necessarily when the actual economy is in bad shape.  That seemed to be the case
here. The collapse of Peregrine  Investment,  the largest underwriter of Chinese
stocks,  knocked down the prices of Chinese shares as investors worried that the
liquidation  of  Peregrine  might  invoke a fire sale of its stock  holdings  in
Chinese  companies.  At times of great  uncertainty,  we maintain that the stock
prices  should  reflect  the  long-term   investment  value  of  the  underlying
companies.  As a result, we took advantage of the great opportunities  presented
by the market and added to our holdings of quality companies. This strategy paid
off once the  market  realized  the  Chinese  stocks  were too cheap to  ignore,
especially with China being relatively  shielded from the Asian economic crisis.
The market  rebounded  very strongly in February and March,  recovering  all the
losses  suffered  in January  and then some.  China is still a very  competitive
economy even after the devaluation of currencies by other countries.  The recent
election of Mr. Zhu Rongji as new premier is an encouraging development.  He has
vowed to reform the state-owned  enterprises  and the banking system.  He is not
only well accepted domestically, but also well regarded internationally. Judging
from his speech to the  People's  Congress,  he has a good grasp of the economic
problems in China and should be able to solve them.

ALL  AMERICAN  EQUITY FUND 
1 year              43.25% 
5 year              18.71% 
10 year             12.63%  
Inception Date      3/4/81 
Five stars from Morningstar 
(see page 3 for details)

         The U.S.  market was off to a solid start and continued to perform well
despite the earnings warnings from bell-weather companies, such as Intel, Compaq
and Applied Materials.  A stable economic outlook and continued  liquidity drove
the market  higher.  Although the fund  benefited from the broad strength of the
market, we remain very selective, concentrating on companies that should deliver
stable  earnings  growth for the next two years,  or companies  whose stocks are
extremely  undervalued.  We continue  to favor  consumer  staples and  financial
stocks 

_______________________________________________________________________________

U.S. Global Investors offers the Roth IRA!

The Roth IRA has become the  investor's  retirement  vehicle of choice for 1998.
The Roth differs from a Traditional IRA in several  fundamental ways which makes
it more attractive than a Traditional IRA.

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

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

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


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

For more complete  information,  including charges and expenses,  call 1-800-US-
FUNDS or visit our web site at  www.usfunds.com.  Read the prospectus  carefully
before investing. Past performance is no guarantee of future results. Investment
returns and  principal  will  fluctuate so that you may have a gain or loss when
you sell shares.

(7) 
<PAGE>

SHAREHOLDER REPORT

Global I.Q.
Quiz Answers

(1)  Originally, the term referred to wine retailers-those who broach or "break"
wine casks. 
(2)  McKinley,  Cleveland,  Madison, Chase and Wilson,  respectively. 
(3)  The term dollar comes from a silver coin  called the Joachimsthaler  minted
in 1518 in the valley (thal) of St. Joachim. The coin was widely circulated, and
called  the  daalder  in  Holland,  the daler in  Scandinavia  and the dollar in
England.  
(4) Statistically, the DJIA is an average and the S&P 500 is an index. The  DJIA
measures  only  price  movements  while  the S&P 500  measures  value movements.
(5)  On  February 8, 1989,  Standard & Poor  removed RJR and its market value of
over $22  billion,  replacing  it with  $2.3  billion  First  Union,  a regional
bank based in North Carolina. The removal of RJR reflected the completion of the
largest corporate takeover in U.S. history up to that point. 
(6)In bull markets volume tends to increase on rallies and decrease on declines.
But,  in Dow Theory,  conclusive  signals as to the  market's  trend can only be
produced by price movement.  Volume only affords collateral evidence,  which may
aid interpretation of otherwise doubtful  situations.  
(7)  Excessive credit fueled  too much  speculation in purchases of commodities,
manufacturing  companies and western real estate.  When prices reached excessive
heights,  the  speculative bubble burst. A selling panic followed.

For more complete  information,  including charges and expenses,  call 1-800-US-
FUNDS or visit our web site at  www.usfunds.com.  Read the prospectus  carefully
before investing. Past performance is no guarantee of future results. Investment
returns and  principal  will  fluctuate so that you may have a gain or loss when
you sell shares.
_______________________________________________________________________________

because they are more  recession-proof  or benefit from a stable interest
rate  environment.  American blue chips are not cheap, but we can count on their
earnings.  Financial stocks are expected to do well as they benefit from the low
inflation  environment.  The biggest uncertainty lies with technology companies.
Many of them have issued pre-warnings on their first quarter earnings.  However,
the industry  leaders,  such as  Microsoft  and Lucent  Technology,  continue to
perform. For undervalued  situations,  we like some retail companies and managed
care  companies.  We feel the operating  environment is generally  improving for
them while valuation is still quite reasonable.

U.S. GOVERNMENT SECURITIES SAVINGS FUND
7 Day Effective Yld.     5.36%
7 day Simple Yld.        5.22%

U.S.  TREASURY SECURITIES CASH FUND
7 Day Effective Yld.     4.44%
7 Day Simple Yld         4.35%

TAX FREE FUND
1 year             9.11%
5 year             6.11%
10 year            7.36%
Inception Date   11/1/84

NEAR-TERM TAX FREE FUND
1 year             6.62%
5 year             4.64%
Inception          5.93%
Inception date   12/4/90

        The Asian crisis will begin to impact the U.S. economy in the next three
months.  The slowing effect will help to keep the Fed on hold at least until the
May  meeting.  The recent rise in mortgage  rates has helped to slow the boom in
refinancings. You may have noticed that money market yields fell slightly in the
past  month  mostly  due  to a very  strong  Treasury  bill  market.  Yields  on
three-month  bills have fallen close to five percent lately because tax receipts
have limited the Treasury's  financing  needs.  This situation will change as we
move into the month of May.

         The municipal bond market has been down due to strong economic releases
and a large supply overhand during the first two weeks of March. Yield levels on
the longer end have  returned  to those  seen in early  February.  We expect the
yield  picture to get better over the  remainder of the month as the impact from
Asian  turmoil  begins to impact the U.S.  economy.  There are also some pending
legislative  matters  which may impact the  intermediate  sector of the  market.
Through active portfolio management, we will seek to enhance our return.

REGENT EASTERN EUROPEAN FUND
1 year              15.08%
Inception           15.05%
Inception date     3/31/97

Lipper ranked #1 for the period 3/31/97-3/31/98*

*Lipper Analytical  Servicers ranked the Regent Eastern fund #1 for the one year
periodd ending  3/31/98.  Ranks and percentiles are based on the Fund's relative
standing among 154 funds in the emerging markets category.

         The past months have been difficult for emerging markets worldwide. Bad
news in Asia has  affected  emerging  markets in Russia and Eastern  Europe,  as
investors  categorized  all  emerging  markets  as  one  asset  class.  Yet  the
fundamental differences between Asian and European markets are profound. We feel
Europe is a more stable market than Asia.  One reason for this stability is that
the percentage of banking assets to GDP in Russia is about 9% while in Hong Kong
it is 660%. Thus, currency  devaluations or changes in interest rates have a far
greater impact on Hong Kong and Southeast Asian markets than in Europe.

         Low commodity prices have hurt Russia in particular.  Oil and gold, two
major  components  of the Russian  economy,  have been at or near  record  lows,
sparking  further  tough  times for the  Russian  equity  markets.  Nonetheless,
Russia's 

(8) 
<PAGE>

SHAREHOLDER REPORT

earnings growth and GDP growth are expected to be positive for 1998.

         The major  feature of the Eastern  Europe  markets in February  was the
return to favor,  finally,  of the Polish  equity  market.  The recent  story in
Poland has been one of strong economic growth. We expect a poor inflation number
in March due to higher food prices,  which will probably stall the equity market
recovery  in the  short-term.  The  announcement  of a fall in the  crawling-peg
devaluation  from 1% to 0.8% per month will  ultimately  tend to lower  interest
rates and drive the equity market higher,  assuming that earnings  growth begins
to appear.

INCOME FUND 
1 year              38.20% 
5 year              12.14% 
10 year             12.95% 
Inception           10.63% 
Inception Date     11/1/83

The Dow continued to move higher in the first  quarter.  Most of the increase is
due to large investments coming into large cap mutual funds. The Income Fund has
not seen such  large  inflows  since  the  beginning  of the year.  We have been
selling off our smaller  issues in favor of new preferred  stock  issues,  which
will  provide  a steady  source  of income  for our  shareholders.  We have also
lowered our exposure  somewhat to the utility  sector in light of the regulatory
changes  taking place in the  industry.  The spreads on corporate  bonds is very
tight at the  moment,  keeping us out of that  market  until  spreads  return to
normal.

MEGA TRENDS FUND
1 year              26.71%
5 year              12.51%
Inception           11.54%
Inception date    10/21/91

         The most important  economic trend in the world is inexorable  economic
growth.  Once just desirable,  growth today, in a highly interrelated world that
has become increasingly leveraged to financial assets and burdened with debt, is
absolutely necessary.  While growth rules out a broad based bear market, it will
eventually have a cost in terms of higher  inflation and lower price to earnings
ratios for many blue-chip stocks.  Stocks,  which represent calls on real assets
such as REITS  and  energy  stocks,  are not only  among the  market's  cheapest
equities  but are also the surest way of  protecting  against  the  downside  of
strong economic growth.

ADRIAN DAY GLOBAL OPPORTUNITY FUND 
1 year              -10.75% 
5 year                   - 
10 year                  -
Inception           -11.94% 
Inception date      2/20/97

         We've seen the bottoms in most Asian stock markets,  as well as in gold
and most resources, where your fund has been building up substantial holdings at
great prices.  Volatility  will continue in these markets.  We do not anticipate
much lower prices in the months ahead, and we do anticipate substantially higher
prices for equities in these sectors by year end. Last year's  declines in these
sectors were extreme: for gold, we saw the worst year since 1975, while in Asian
markets,  the declines  were  unprecedented.  It may take some time to return to
last year's levels, but we do expect higher prices within the year. In the major
markets in North America and Europe,  the economic  environment  is friendly and
momentum is positive,  suggesting prices could continue to rise. However,  given
the rich  valuations,  the risks of lower earnings from Asian  operations and of
weak  currencies  in  Europe,  any  correction  could be  substantial.  Our cash
position will provide the buying power needed during such corrections.  Although
our cash  position is large,  we  continue  to  accumulate  great  companies  on
declines.
    
_______________________________________________________________________________

"AN INVESTMENT IN KNOWLEDGE PAYS THE BEST DIVIDENDS."
                  Benjamin Franklin

USING YOUR IRA TO FUND A CHILD'S COLLEGE EDUCATION

        You've decided to start a savings plan for your children's education and
you're  looking for the best vehicle for storing the money and  reducing  taxes.
The Education IRA is only part of the story.  There are several  vehicles  which
may help you save for the expense of higher education and reduce taxes. While we
recommend that you consult with a financial planner before making any decisions,
the following is designed to familiarize you with some of the options  available
to those wishing to set up accounts for their children's education in 1998.

THE EDUCATION IRA

         The maximum annual  contribution  to an Education IRA is $500 per child
(as long as income  does not exceed  $95,000 for single  filers or $150,000  for
joint  filers).   Contributions  are  not  tax  deductible,   but  earnings  and
distributions  are tax free if used for  qualified  higher  education  expenses,
which  include  tuition,  books,  supplies and certain room and board  expenses.
Monies  must be used or  withdrawn  (with a 10%  penalty  and  income tax on the
earnings component if not a qualified  distribution) by the time the beneficiary
reaches age thirty,  or rolled over into an Education  IRA for a younger  family
member at any time.  Education  IRAs do not affect the amount you can contribute
to either a Traditional or Roth IRA.

For more complete  information,  including charges and expenses,  call 1-800-US-
FUNDS or visit our web site at  www.usfunds.com.  Read the prospectus  carefully
before investing. Past performance is no guarantee of future results. Investment
returns and  principal  will  fluctuate so that you may have a gain or loss when
you sell shares.

(9)
<PAGE>

SHAREHOLDER REPORT

EDUCATION TIPS
Continued from page 9

         The drawback to the Education IRA is that even if you start saving when
your child is in diapers,  make the maximum  contribution per year and receive a
10% return on your  investment,  you are still left with less than $23,000 after
18 years.  That might cover the first semester at a private  college in 2016. In
addition, by receiving tax-free  distributions from an Education IRA, you become
ineligible  for the  Hope or  Lifetime  Learning  Credits--two  new tax  credits
designed to ease the burden of college costs.

401(K) PLAN

         If your company offers you a 401(k)  savings plan, you should  maximize
your  contributions as they are tax-deferred.  If you had children late and will
be above age 59 1/2 when they are of college age, this may be a good way to save
for  their  college  education,  although  keep in mind  that you  will  want to
increase your 401(k)  contribution to cover the expense of education in addition
to your retirement.

UGMA/UTMA

         This savings vehicle,  which is derived from the Uniform Gift To Minors
Act (Uniform  Transfer to Minors Act in some states),  allows a parent to set up
an  account in a child's  name with the  child's  social  security  number.  The
account can be set up in a variety of investment  options,  including mutual and
bond  funds.  A  UGMA/UTMA  account  has no  limit  to the  amount  that  can be
contributed,  unlike an Education IRA ($500 max per year) or Roth IRA ($2000 per
year).  For a child  younger than age 14, the first $650 of income from interest
or  dividends is totally  tax-free,  and the second $650 is taxed at the child's
tax rate.  Any income above $1300 is taxed at the  parent's  tax rate.  However,
once the child 
_______________________________________________________________________________

TRANSITIONS

NEWS & NOTES FROM SHAREHOLDER SERVICES

With the change to DST and UMB we have had quite a few calls from  shareholders.
Here are the answers to some  frequently  asked questions which might save you a
phone call.

[Graphic:  picture of woman at desk]

WHAT DOES UMB STAND FOR?

       UMB stands for United Missouri Bank.  Established in 1913, the bank holds
assets of more than $6.6 billion. UMB Bank has received an "A" rating from Weiss
Research, Inc.

WHEN CAN I START USING THE NEW UMB BANK CHECKS?

         You may begin using the new UMB Bank checks immediately.

WHEN SHOULD I STOP USING MY OLD BANKER'S TRUST CHECKS?

         Please destroy all of your old checks by July 1, 1998.

HAS MY ACCOUNT NUMBER CHANGED?

       We have replaced the three digit prefix of your account number with a new
three digit number  beginning with "8". This three digit code corresponds with a
particular  U.S.  Global  Investors'  fund.  Please be sure to give the Investor
Representative  this new number when you are calling with  questions  about your
account.

WHAT IF I HAVE NOT RECEIVED MY REPLACEMENT CHECKS?

         You  should  have  already  received  a packet of UMB Bank  replacement
checks in the mail.  If for some  reason they have not  arrived,  please call an
Investor Representative at 1-800-US-FUNDS to let us know.

WHAT IF THERE IS A PROBLEM WITH MY REPLACEMENT CHECKS?

         If there is an error in the  address,  style or  quantity of checks you
received,  please  let us  know.  We want  the  transition  to be as  smooth  as
possible.

WHY IS MY ACCOUNT NUMBER ON MY STATEMENT DIFFERENT FROM THE ACCOUNT NUMBER ON MY
CHECKS?

         When you write a check from your  account,  the check first goes to UMB
Bank for  processing  before being  forwarded to us. UMB Bank has assigned you a
slightly different account number which will appear on the bottom of your check.
This  number  will  begin  with a "385" or a "386"  followed  by your  statement
account number (minus the three digit fund number).

WHAT ADVANTAGES WILL THE NEW COMPUTER SYSTEM OFFER?

         The new computer system which US Global Investors converted to in early
March, called DST, is the base for future improvements.  We will be installing a
new imaging  system which will decrease  costly  paperwork and allow for faster,
more  efficient  record  keeping  and  research.  DST  will  also  allow  better
integration with our online services.

(10)
<PAGE>

SHAREHOLDER REPORT

WHEN WILL CHECK CARDS BE AVAILABLE?

       We will be mailing shareholders in the U.S. Treasury Securities Cash Fund
an  application  for a Visa  Check  card in  July.  We will  provide  all of the
information  concerning  the  card,  including  any fees,  with the  application
packet.

HAS WIRING INFORMATION CHANGED?

         No, wiring information for your account has not changed. Please contact
an Investor  Representative  prior to wiring and continue to use Banker's  Trust
information to wire assets into your account until further notice.

HOW ARE DIVIDENDS BEING POSTED TO MY MONEY MARKET WITH THE NEW COMPUTER SYSTEM?

         Dividends are still being compounded daily, however, the dividends will
not be posted to your balance until the end of the month.

HOW OFTEN WILL STATEMENTS BE MAILED?

         If you are invested in one of our equity  funds,  you will be receiving
statements  quarterly.  For  shareholders  in the money markets,  statements are
currently being sent confirming transactions and monthly. That means if you make
a purchase or redemption (not including checks), you will automatically  receive
confirmation of it in the mail. At the beginning of the month,  you will receive
a cumulative statement of the previous month's transactions.

DO I  NEED  TO  CHANGE  MY  DIRECT  DEPOSIT  AND  RECURRING  BILL  PAYMENT  PLAN
INFORMATION?

       Yes. Although the current information for Banker's Trust will continue to
work for your Direct  Deposit and Recurring  Bill  Payments,  you need to notify
your payroll  department,  creditors or other institutions of the bank change as
soon as possible.  Do not provide your payroll  department  or creditors  with a
voided check.  We will be sending a packet to everyone in our money market funds
providing  all of the new  information  with the  proper  forms  for the  Direct
Deposit and Recurring Bill Payment Plan. In the meantime, the new information is
as follows:
         New UMB electronic routing number: 101000695 New UMB electronic account
         number:  213 (plus your "385" or "386" account  number on the bottom of
         your new checks. The total account number contains 17 digits).

CHANGES TO YOUR ACCOUNT STATEMENTS:

       Although the basic format of our statements has not changed, a few of the
transaction  descriptions  have.  Below  is a list of some of the  more  obvious
changes you will notice on your new statements.

o       Purchases by cashier's checks will appear as "Purchase-Collected Funds".
o       ACH payments to creditors will not show who the payment was made to.
        We understand this may pose a problem for some of you and we are working
        on the programming to change this.
o       Certain fees which may be assessed to your account,  such as wiring fees
        and special mailing fees, will appear as a "Service  Charge".  They will
        not be differentiated.
o       As you requested, current yields for the money market funds are now back
        on your statements.

After a brief  transition  period  we will  be able to  offer  our  shareholders
enhanced  account  statements  which will give you all your  account  facts at a
glance. We value your comments and welcome any suggestions you may have.


Please  call an  Investor  Representative  at  1-800-873-8637  if you  have  any
questions.
_______________________________________________________________________________

EDUCATION TIPS
Continued from Page 10

reaches 14, all earnings/income are again taxed at his or her tax
rate. You can also give up to $10,000 per year to each of your children  without
incurring gift tax.

         Putting assets in your child's name has its disadvantages.  First, once
your child reaches the age of 18, he or she has full control over the money in a
UGMA/UTMA  account.  Another  downside to the UGMA/UTMA  account is that if your
child  applies  for  financial  aid,  the  college  will  require  that a higher
percentage of their assets (about 35%) be used to pay for tuition. Most colleges
only require  parents to divert  about 6% of their assets for a child's  college
costs, if the child is receiving financial aid.

THE ROTH IRA

         If you don't need to use the money for five years,  the Roth IRA may be
the college savings vehicle for you. Why? For one thing, you can put up to $2000
per year ($4000 for couples  filing  jointly)  into a Roth IRA.  That adds up to
almost  $92,000 over 18 years (at 10%).  Plus the Roth does not exclude you from
qualifying for a Hope or lifetime learning credit, and most schools won't figure
your  Roth  account  into  their  financial  aid  formulas.  A Roth is also more
flexible than either a Traditional or Educational IRA in that once the money has
been in a Roth  account  for five  years,  you pay no  penalty  or income tax on
distributions of your original contributions,  though you will pay income tax on
earnings unless you are over 59 1/2.

TRADITIONAL IRA

         Beginning in 1998 you may withdraw money from a Traditional IRA without
penalty to pay qualified education expenses. You will have to pay federal income
tax on earnings and any deductible contributions you made.

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<PAGE>

SHAREHOLDER REPORT

INVESTMENT PYRAMID

[Graphic: Pyramid shape with information listed below.]

HIGH RISK
China Region Opportunity Fund
Gold Shares Fund
World Gold Fund
Global Resources Fund
Regent Eastern European Fund

MODERATE RISK
MegaTrends Fund
Bonnel Growth Fund
All American Equity Fund
Real Estate Fund
Adrian Day Global Opportunity Fund
Income Fund

LIMITED RISK
Near-TermTax Free Fund
Tax Free Fund

LOW RISK
U.S. Government Securities
Savings Fund
U.S. Treasury Securities
Cash Fund



For more  information,  including charges and expenses,  call  1-800-US-FUNDS or
visit our Web site at  www.usfunds.com  for a free  prospectus.  Please  read it
carefully before investing.  Past performance is no guarantee of future results.
Investment  returns and principal  will fluctuate so that you may have a gain or
loss when you sell shares.
_______________________________________________________________________________

WHAT TYPE OF INVESTOR ARE YOU?

MOST CONSERVATIVE

         Your primary goal is safety of principal.  Perhaps you are within a few
years of  retirement  and  don't  want to expose  your  savings  to undue  risk.
Fluctuations in the value of your  investments make you nervous so you prefer to
keep a substantial  portion of your savings in investments  designed to preserve
your capital.  Still,  the retirement phase of your life could last 10 years, 20
years or  longer.  So  consider  keeping  a  smaller  portion  of your  money in
investments geared for growth.

MODERATELY CONSERVATIVE

         You're concerned with safety,  yet willing to take some chances to help
your money grow.  Your  retirement is 5-10 years away, so you still have time to
make long-term  investments.  To increase the value of your savings,  you assume
moderate  risk  with  some  conservative  stock  investments.  You are  somewhat
concerned  with  fluctuations  in the  value of your  investments  so you keep a
significant portion of your money in stable, capital preservation investments.

MODERATE

       You are a longer-term investor who is slightly more concerned with growth
of capital than safety of principal.  You are not afraid to take risk to realize
your  goals as long as you  temper it with some  safer  investments  to help you
sleep at night.  Since you lean toward  growth over safety,  stocks are the core
component of your investment portfolio;  more conservative investments round out
your portfolio.You're not planning to need your retirement money for at least 10
years.

MODERATELY AGGRESSIVE

         Long-term  growth of capital is your primary  goal.  You are willing to
accept  greater  risk,  in  exchange  for the  potential  for  greater  rewards.
Short-term  volatility in the value of your investments  doesn't worry you since
you won't need your  retirement  savings  for 10 to 15 years.  Your  investments
focus on stocks since they have  typically  generated the greatest  returns over
time.  Consider  including  some  international  investments  within  your stock
allocation.

MOST AGGRESSIVE

      You want above-average gains and are willing to take on above-average risk
to achieve them.  Your  investments  are almost  entirely  devoted to stocks for
maximum   growth   potential.   Your  stock   allocation   should  include  some
international  and high  growth  U.S.  investments.  You are willing to accept a
substantial amount of short-term  volatility in the value of your investments in
exchange for a potentially  high long-term  return. A long-term  investor,  your
retirement is at least 15 years away.

[Graphic: Pie charts with information as seen below.]

MOST CONSERVATIVE
20% stocks
25% money market funds
55% Income Investments/Tax-free Bonds

MODERATELY CONSERVATIVE
15% money Market Funds
40% Stocks
45% Income Investments/ Tax-Free Bonds

MODERATE 
10 % Money Market Funds
30 % Income Investments/Tax-free Bonds
60% stocks

MODERATELY AGGRESSIVE
10 % Money Market Funds
15% Income Investments/Tax-Free Bonds
75% stocks

MOST AGGRESSIVE
10% money market funds
90% stocks

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<PAGE>




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