U S GLOBAL ACCOLADE FUNDS
N-30D, 1997-09-09
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(GRAPHICS: Cover page green with background picture of a clock and white letters
of stock indexs)

U.S. GLOBAL ACCOLADE FUNDS

        MEGATRENDS FUND



                                 ANNUAL REPORT 

                                       June 30, 1997

<PAGE>
(back of cover page)

U.S. GLOBAL ACCOLADE FUNDS
- --------------------------------------------------------------------------------
MegaTrends Fund
ANNUAL REPORT
- --------------------------------------------------------------------------------

June 30, 1997

- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

     Letter to Shareholders                 1

     Management's Discussion    
      of Fund Performance                   3

     Portfolio of Investments               6

     Statement of Assets and Liabilities    9

     Statement of Operations               10

     Statement of Changes in Net Assets    11

     Notes to Financial Statements         12

     Financial Highlights                  15

     Report of Independent Accountants     16

<PAGE>
(page 1)
                                             (Graphics: Picture of Frank Holmes)
Dear Shareholder,

We are pleased to present  you with the annual  report for the  MegaTrends  Fund
managed by Dr. Stephen Leeb.  Welcome to the the U.S. Global Investors family of
funds and thank you for your  confidence and trust.

On the following pages you will find financial information about your MegaTrends
Fund, a look at the top portfolio holdings and a report from the fund's manager.

If you have any  questions  about your account or the  information  contained in
this report, please call us at 1-800-US-FUNDS.  Our investor representatives are
waiting to help you.

Sincerely,


/S/FRANK HOLMES

Frank Holmes
Chairman & CEO


P.S. Visit U.S. Global online at www.usfunds.com.

<PAGE>
(page 2 - blank)

<PAGE>
(page 3)

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
                                                                   June 30, 1997

PERFORMANCE

               AVERAGE ANNUAL PERFORMANCE

                                     Inception    5 Year    1 Year
               ---------------------------------------------------
               MegaTrends             
               inception 10/21/91       7.3%      9.0%      20.7%
               ---------------------------------------------------
               S&P 500                 18.6%     19.8%      34.7% 


(linear graph plotted from date in following table)
- --------------------------------------------------------------------------------
6/30/97 = 78                                     10.59%           18.67%
6/30/92 = 18                                     10.96%           19.76%
6/30/96 = 66                                     21.72%           34.68%
                                        MegaTrends Fund S&P 500
                               10/21/91      $10,000.00       $10,000.00
                               10/31/91       $9,990.00       $10,134.15
                               11/30/91       $9,880.00        $9,726.93
                               12/31/91      $10,423.30       $10,837.49
                                1/31/92      $10,373.14       $10,635.77
                                2/29/92      $10,503.56       $10,773.46
                                3/31/92      $10,413.27       $10,564.18
                                4/30/92      $10,503.56       $10,874.02
                                5/31/92      $10,533.65       $10,927.19
                                6/30/92      $10,550.31       $10,764.68
                                7/31/92      $10,723.43       $11,204.09
                                8/31/92      $10,703.06       $10,975.21
                                9/30/92      $10,845.63       $11,104.22
                               10/31/92      $10,886.37       $11,142.34
                               11/30/92      $11,039.12       $11,520.69
                               12/31/92      $11,071.08       $11,662.03
                                1/31/93      $11,122.43       $11,759.43
                                2/28/93      $11,142.98       $11,919.65
                                3/31/93      $11,214.87       $12,170.98
                                4/30/93      $11,112.16       $11,876.80
                                5/31/93      $11,204.59       $12,193.72
                                6/30/93      $11,266.22       $12,229.31
                                7/31/93      $11,266.22       $12,180.08
                                8/31/93      $11,390.93       $12,641.21
                                9/30/93      $11,401.33       $12,544.26
                               10/31/93      $11,370.15       $12,803.58
                               11/30/93      $11,266.22       $12,681.54
                               12/31/93      $11,388.75       $12,834.86
                                1/31/94      $11,675.33       $13,270.80
                                2/28/94      $11,473.66       $12,910.93
                                3/31/94      $11,378.14       $12,349.13
                                4/30/94      $11,208.31       $12,507.34
                                5/31/94      $11,325.07       $12,711.80
                                6/30/94      $11,096.87       $12,400.73
                                7/31/94      $11,183.14       $12,807.64
                                8/31/94      $11,323.33       $13,331.53
                                9/30/94      $11,215.49       $13,005.79
                               10/31/94      $11,247.85       $13,297.56
                               11/30/94      $10,902.75       $12,813.88
                               12/31/94      $11,037.55       $13,003.71
                                1/31/95      $11,114.51       $13,340.70
                                2/28/95      $11,444.32       $13,860.10
                                3/31/95      $11,631.21       $14,268.43
                                4/30/95      $11,895.05       $14,688.27
                                5/31/95      $12,279.83       $15,274.45
                                6/30/95      $12,450.23       $15,628.61
                                7/31/95      $12,583.98       $16,146.66
                                8/31/95      $12,617.42       $16,186.96
                                9/30/95      $12,751.18       $16,869.69
                               10/31/95      $12,795.76       $16,809.42
                               11/30/95      $13,263.90       $17,546.49
                               12/31/95      $13,710.52       $17,884.48
                                1/31/96      $13,939.22       $18,492.48
                                2/29/96      $13,984.96       $18,664.52
                                3/31/96      $13,973.53       $18,844.22
                                4/30/96      $14,293.71       $19,121.79
                                5/31/96      $14,568.15       $19,614.09
                                6/30/96      $14,579.70       $19,688.87
                                7/31/96      $13,764.68       $18,819.50
                                8/31/96      $14,165.72       $19,217.06
                                9/30/96      $14,631.44       $20,297.68
                               10/31/96      $15,355.90       $20,857.29
                               11/30/96      $16,015.67       $22,432.46
                               12/31/96      $15,821.62       $21,988.09
                                1/31/97      $16,651.56       $23,361.06
                                2/28/97      $16,309.05       $23,544.46
                                3/31/97      $15,953.36       $22,578.86
                                4/30/97      $16,203.66       $23,925.60
                                5/31/97      $17,310.25       $25,381.18
                                6/30/97      $17,746.30       $26,517.63

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

MegaTrends  invests  principally  in  equity  securities  to  meet  its  primary
investment  objective:   long-term  capital  appreciation  consistent  with  the
preservation  of  capital  For the year ended June 30,  1997,  MegaTrends  had a
return of 20.72% compared with 34.70% for the Standard & Poor's 500 Index.

THE YEAR IN REVIEW

Performance of the U.S.  economy and growth of the domestic equity market for an
extended period has been nothing short of extraordinary. Highlights of this past
year include mild inflation, consistent and better-than-expected earnings gains,
increased  employment  and  declining  unemployment,  continued  improvement  in
productivity,  and  tenacity  of the bull market  that  continued  to hit record
highs.  

As always, we experienced periods of concern.  The trip to long-term  investment
profits is rarely smooth sailing.  The stock market's tumble earlier this spring
was enough to make even the heartiest  investor a little seasick.  After peaking
in mid-March, the Dow Jones Industrial Average dropped nearly 700 points in five
swift weeks. Investors were also concerned about the exceptional strength of the
dollar against most foreign  currencies,  an unnerving uptick in interest rates,
and  the  unexciting  performance  of  many  fixed  income  investments.

Market  leadership  continued  to be very  narrowly  focused,  with a handful of
large-capitalization, blue chip stocks (such as those represented in the S&P 500
Index) moving ahead relentlessly. Most small- and mid-cap stocks did not fare as
well as the large caps.

<PAGE>
(page 4) 
INVESTMENT HIGHLIGHTS

We continue to believe that,  over the next several years,  the best  investment
opportunities  will come from  companies  best  positioned to take  advantage of
strong and probably inflationary economic growth. We have positioned the Fund to
take advantage of strong worldwide growth.

Schumberger  Ltd., a leading  player in the oil and gas  extraction and services
industry, is one of the Fund's largest investments.  Because the energy industry
is currently  operating  above 95 percent of capacity,  new energy  supplies are
going to be needed  even if oil prices do not rise.  Rising oil prices  would be
icing on the cake for oil and gas related  companies.  In other words, we expect
profits  for oil and gas  related  companies  to  grow  even if oil  prices  are
flat--but to grow rapidly if oil prices rise.

Similarly,  real estate holdings should do particularly  well if inflation picks
up. MegaTrends has made a substantial investment in BRE Properties, Inc., a real
estate  investment  trust (REIT).  The  management of BRE  Properties,  Inc. has
proven  its  mettle  in the  worst of times for the real  estate  industry.  The
company avoided dividend cuts during the real estate slump of the late 1980s and
1990s.

          ------------------------------------------------------
          TOP 10 HOLDINGS BASED ON TOTAL INVESTMENTS
          ======================================================
          Berkshire Hathaway, Inc., Class A                5.56%
               Holding Company
          ------------------------------------------------------
          Cyprus Amax Minerals Company                     4.86%
               Metal Mining
          ------------------------------------------------------
          Sotheby's Holdings, Inc., Class A                4.84%
               Business Service  
          ------------------------------------------------------
          Hartford Financial Services Group, Inc.          4.22%
               Insurance
          ------------------------------------------------------
          Shlumberger Ltd.                                 3.93%
               Oil & Gas Extraction Services
          ------------------------------------------------------
          Telephone & Data Systems, Inc.                   3.91%
               Telecommunications 
          ------------------------------------------------------
          BRE Properties, Inc. Class A                     3.90%
               Real Estate Investment Trust
          ------------------------------------------------------
          Newmont Mining Corporation                       3.67%
               Metal Mining
          ------------------------------------------------------
          Rowan Companies, Inc.                            3.54%
               Oil & Gas Extraction Services
          ------------------------------------------------------
          Chevron Corporation                              3.48%
               Petroleum Refining
          ------------------------------------------------------
          Other                                           58.09%
          ======================================================            
<PAGE>
(page 5)

          TOP 5 INDUSTRIES -
          
          BASED ON TOTAL INVESTMENTS (GRAPH - chart reflecting the following)


           7.16% Insurance
          10.82% Oil & Gas Extraction & Services
           5.56% Holding Company
          10.24% Metal Mining
           7.22% Business Services
                 
CURRENT OUTLOOK

Recent market volatility should convince investors that big cap stocks are not a
one-way street to riches.  Even more  important,  the market  volatility  should
prove to policy makers--in  particular the Federal  Reserve--that stocks and the
economy are very vulnerable to even small rises in short term interest rates. As
a  result,  the Fed will be  forced  to let the  economy  grow at a  strong  and
somewhat  inflationary clip. Growth in the U.S. will be accompanied by growth in
most other major  countries  in the world.  For  example,  most  southeast  Asia
economies are currently expanding at double digit rates, which they can probably
sustain in the near future.  In Europe,  where key countries such as Germany are
suffering  their  highest  unemployment  rates  since  the  1930s,  the case for
inflation  and  strong  growth is  absolutely  compelling.  We expect the global
companies we own to feel the effect of these  economies.  

Although the Fund will do best as growth and inflation accelerate, the nature of
our selections is such that if, contrary to our expectations, growth is moderate
and  inflation  remains in the 3 percent  area,  our stocks should still perform
well.  

While clearly we cannot promise that we will be right about long-term trends, we
do promise we will continue to monitor very closely this ever changing  world of
ours. We will react quickly and decisively to any sign of important changes.

<PAGE>
page 6)

================================================================================
PORTFOLIO OF INVESTMENTS                                    June 30, 1997
================================================================================

COMMON STOCKS   88.20%                            SHARES              VALUE


AIRCRAFT   1.66%
 ................................................................................
The Boeing Company                                 8,000        $  424,500


APPAREL    2.06%
 ................................................................................
Nautica Enterprises, Inc.                         20,000          528,750*


BEVERAGES   2.64%
 ................................................................................
The Coca-Cola Company                             10,000          675,000


BUILDING PRODUCTS   3.41%
 ................................................................................
Royal Group Technologies Ltd.                     33,000           874,500


BUSINESS SERVICES   7.18%
 ................................................................................
Fluor Corporation                                11,000           607,063
Sotheby's Holdings, Inc., Class A                73,000         1,231,875
                                                                ---------
                                                                1,838,938

COMMUNICATION EQUIPMENT   3.43%
 ................................................................................
Sony Corporation, ADR                            10,000           880,000


COMPUTERS & DATA PROCESSING   2.47%
 ................................................................................
Microsoft Corporation                             5,000           631,875*


ELECTRONICS & COMPONENTS   3.32%
 ................................................................................
Intel Corporation                                 6,000           850,875


ENTERTAINMENT   2.82%
 ................................................................................
The Walt Disney Company                           9,000           722,250


FARMING   .97%
 ................................................................................
Pioneer Hi-Bred International, Inc.               3,100           248,000


FINANCIAL SERVICES   2.78%
 ................................................................................
Fannie Mae                                       16,300           711,088


FORESTRY   2.60%
 ................................................................................
Weyerhaeuser Company                             12,800           665,600


HEALTHCARE EQUIPMENT   2.91%
 ................................................................................
ThermoTrex Corporation                           30,000           744,375*

<PAGE>
(page 7)

================================================================================
PORTFOLIO OF INVESTMENTS                     
================================================================================

COMMON STOCKS                                    SHARES            VALUE

HOLDING COMPANY   5.53%
 ................................................................................
Berkshire Hathaway, Inc., Class A                   30        $ 1,416,000*


HOUSEHOLD APPLIANCES   2.55%
 ................................................................................
General Electric Company                          10,000          653,750


INSURANCE   7.12%
 ................................................................................
American International Group, Inc.                 5,000          746,875
Hartford Financial Services Group, Inc.           13,000        1,075,750
                                                                ---------
                                                                1,822,625

METAL MINING   10.19%
 ................................................................................
Barrick Gold Corporation                          14,000          308,000
Cyprus Amax Minerals Company                      50,500        1,237,250
Newmont Mining Corporation                        24,000          936,000
TVX Gold, Inc.                                    24,000          127,500*
                                                                 --------
                                                                2,608,750
MOTOR VEHICLES   1.28%
 ................................................................................
Chrysler Corporation                               10,000         328,125


OIL & GAS EXTRACTION & SERVICES   10.76%
 ................................................................................
Apache Corporation                                 12,000         390,000
ENSCO International Incorporated                    8,800         464,200*
Rowan Companies, Inc.                              32,000         902,000*
Schlumberger Ltd.                                   8,000       1,000,000
                                                                ----------
                                                                2,756,200

PETROLEUM REFINING   3.46%
 ................................................................................
Chevron Corporation                                12,000         887,250


REAL ESTATE INVESTMENT TRUST   5.17%
 ................................................................................
BRE Properties, Inc., Class A                      39,500         992,437
New Plan Realty Trust                              15,000         330,937
                                                                ----------
                                                                1,323,375

TELECOMMUNICATIONS   3.89%
 ................................................................................
Telephone & Data Systems, Inc.                     26,200         995,600


- --------------------------------------------------------------------------------
Total Common Stocks                                            22,587,425
- --------------------------------------------------------------------------------
   (cost $17,725,193)

<PAGE>
(page 8)

================================================================================
PORTFOLIO OF INVESTMENTS
================================================================================

                                            PRINCIPAL
REPURCHASE AGREEMENT    11.26%               AMOUNT                   VALUE


Joint Repurchase Agreement Account:
    PaineWebber, Inc., 6/30/97, 5.95%, 
    due 7/1/97, repurchase price $2,885,716,
    collateralized by U.S. Treasury Note,
    6.0%, 6/30/99 held in a joint
    repurchase account (cost $2,885,239)      $2,885,239         $  2,885,239

- --------------------------------------------------------------------------------
TOTAL INVESTMENTS   99.46%                                         25,472,664
- --------------------------------------------------------------------------------
  (cost of $20,610,432)

Other assets and liabilities, net   0.54%                             137,447
                                                                    ---------
NET ASSETS 100%                                                   $25,610,111
                                                                  -----------




* Non-income producing
See accompanying notes to financial statements.


<PAGE>
(PAGE 9)
================================================================================
STATEMENTS OF ASSETS AND LIABILITIES                          June 30, 1997
================================================================================

Investments, at identified cost                                 $20,610,432

ASSETS
 ................................................................................
Investments, at value                                           $25,472,664
Cash                                                                  4,276
Receivables:
     Investments sold                                               175,354
     Dividends                                                       23,873
     Interest                                                           477
     Capital shares sold                                             12,567
Other                                                                   724

 ................................................................................
TOTAL ASSETS                                                     25,689,935
 ................................................................................


LIABILITIES
 ................................................................................
Payables:
     Capital shares redeemed                                        10,559
     To manager and affiliates                                      28,769
     Dividends and distribution                                         55
     Accounts payable and accrued expenses                          40,441
 ................................................................................
TOTAL LIABILITIES                                                   79,824
 ................................................................................


NET ASSETS                                                     $25,610,111
                                                               ===========

NET ASSETS CONSIST OF:
 ................................................................................
Paid in capital                                                $18,146,460
Undistributed net investment income (loss)                             (55)
Accumulated net realized gain on investments                     2,601,474
Net unrealized appreciation of investments                       4,862,232
                                                               -----------  
Net assets applicable to capital shares outstanding            $25,610,111
                                                               ===========  
     Capital shares outstanding, an unlimited number
     of no par shares authorized                                 1,903,792
                                                               -----------
NET ASSET VALUE, PER SHARE                                          $13.45
                                                               ===========  

See accompanying notes to financial statements.

<PAGE>
(PAGE 10)
================================================================================
STATEMENT OF OPERATIONS                                Year Ended June 30, 1997
================================================================================
                
NET INVESTMENT INCOME
Income:
     Dividends.......................................$336,323
     Interest and other...............................160,883
                                                     --------
     Total Income.....................................497,206

Expenses:
     Management fee...................................253,386
     Transfer agent fees and expenses..................49,994
     Administrative service fees.......................29,508
     Accounting service fees and expenses..............34,986
     Legal and professional fees.......................35,230
     Distribution plan expenses........................38,207
     Custodian fees.....................................4,553
     Shareholder reporting..............................7,283
     Registration fees.................................19,554
     Trustees' fees and expenses.......................12,800
     Amortization of organizational costs...............2,534
     Miscellaneous......................................8,305
     Total expenses before reductions.................496,340
     Expenses reimbursed..............................(20,988)
          Net Expenses................................475,352

Net Investment Income..................................21,854

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
     Realized gain from investments.................3,046,765
     Unrealized appreciation of investments.........1,777,070
                                                    ---------   
Net Realized and Unrealized Gain on Investments.....4,823,835


Net Increase in Net Assets Resulting 
     From Operations                               $4,845,689
                                                  ===========

See accompanying notes to financial statements.
<PAGE>
(page 11)
================================================================================
STATEMENT OF CHANGES IN NET ASSETS
================================================================================
                                             Years Ended June 30, 1997 and 1996

                                                         1997          1996

INCREASE (DECREASE) IN NET ASSETS
From investment operations:
 ................................................................................
     Net investment income                          $     21,854   $   396,853
     Net realized gain                                 3,046,765     4,277,995
     Net unrealized appreciation                       1,777,070       133,795
                                                      ----------     ---------
          NET INCREASE IN NET ASSETS FROM
          INVESTMENT OPERATIONS                        4,845,689     4,808,643

Distributions to shareholders:
 ................................................................................
     From net investment income                          (21,909)     (399,897)
     From net capital gains                             (426,654)   (3,618,910)
     In excess of net capital gains                          ---       (18,637)
                                                       ----------   -----------
          TOTAL DISTRIBUTIONS TO SHAREHOLDERS           (448,563)   (4,037,444)

From capital share transactions:
 ................................................................................
     Proceeds from shares sold                         1,955,228     1,464,215
     Distributions reinvested                            437,124     3,933,064
     Paid-in capital portion of short-term trading fee     2,420           ---
                                                       ---------     ----------
                                                       2,394,772     5,397,279
    
     Cost of shares redeemed                          (9,127,072)  (11,199,062)
                                                      -----------  ------------
          NET DECREASE IN NET ASSETS
          FROM CAPITAL SHARE TRANSACTIONS             (6,732,300)   (5,801,783)

 ................................................................................
NET INCREASE (DECREASE) IN NET ASSETS                 (2,335,174)   (5,030,584)
 ................................................................................

NET ASSETS
Beginning of year                                     27,945,285    32,975,869

 ................................................................................
End of year                                          $25,610,111   $27,945,285
 ................................................................................

Undistributed net investment income (loss)                  ($55)           $0
                                                     -----------   -----------

Capital Share Activity
 ................................................................................
     Shares sold                                         157,711       123,208
     Shares reinvested                                    36,380       344,965
     Shares redeemed                                    (769,632)     (941,635)
                                                       ----------     ---------
          NET SHARE ACTIVITY                            (575,541)     (473,462)
                                                       ==========     =========

See accompanying notes to financial statements.

<PAGE>
(page 12)
================================================================================
NOTES TO FINANCIAL STATEMENTS                              June 30, 1997
================================================================================

Note 1:  SIGNIFICANT ACCOUNTING POLICIES

MegaTrends Fund (the "Fund") is a diversified,  open-end  management  investment
company registered under the Investment Company Act of 1940.  Effective November
18, 1996, the Fund was  reorganized as a portfolio of U.S. Global Accolade Funds
(the "Trust"), a Massachusetts business trust. The reorganization was a tax-free
exchange,  where shareholders received one share of MegaTrends for each share of
The Leeb Personal Finance Fund, the predecessor fund.

The  following  is a summary of  significant  accounting  policies  consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  The
policies are in conformity with generally accepted accounting principles.

A.  SECURITY VALUATIONS

The Fund  values  investments  traded on national  or  international  securities
exchanges and NASDAQ quoted  securities at the last sales price  reported by the
security's primary exchange at the time of daily valuation.  Domestically listed
and  NASDAQ  securit  ies for  which  no  sale  was  reported,  over-the-counter
securities and corporate  bonds are valued at the mean between the last reported
bid and ask  prices  obtained  from one or more  dealers  making  markets in the
securities.  Short-term  investments with effective  maturities of sixty days or
less at the date of purchase are valued at amortized  cost,  which  approximates
market  value.  The  trustees  determine  fair  value for  securities  if market
quotations are not available or the security is subject to legal restrictions on
resale.

B.  SECURITY TRANSACTIONS AND INVESTMENT INCOME

Security transactions are accounted for on trade date. Realized gains and losses
from security transactions are determined on an identified-cost  basis. Dividend
income is  recorded on the  ex-dividend  date.  Interest  income,  accretion  of
discount and amortization of premium are recorded on an accrual basis.

C.  REPURCHASE AGREEMENTS

The  Fund  may  enter  into  repurchase  agreements  with  recognized  financial
institutions  or  registered  broker-dealers  and, in all  instances,  hold,  as
collateral,  underlying  securities with a value exceeding the total  repurchase
price,  including accrued interest.  The Fund uses a joint repurchase  agreement
account  with other Funds  under  common  management  where  uninvested  cash is
collectively invested in repurchase agreements, and each participating Fund owns
an undivided interest in the account.

D.  FEDERAL INCOME TAXES

The Fund  intends to continue to comply with the  requirements  of the  Internal
Revenue Code applicable to regulated  investment companies and to distribute all
of its taxable  income to  shareholders.  Accordingly,  no provision for federal
income taxes is required.  

<PAGE>
(page 13)
================================================================================
NOTES TO FINANCIAL STATEMENTS
================================================================================

E.  ORGANIZATIONAL  COSTS 

Costs  incurred in  organizing  the Fund were  capitalized  and  amortized  on a
straight-line basis over a 60-month period.

F.  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS

The Fund records  dividends and distributions to shareholders on the ex-dividend
date.  Distributions  are determined in accordance  with income tax  regulations
that may differ from  generally  accepted  accounting  principles.  Accordingly,
periodic  reclassifications  are made  within the  Fund's  capital  accounts  to
reflect  income  and  gains   available  for   distribution   under  income  tax
regulations. 

The Fund makes  distributions from net investment income  semi-annually and from
realized capital gains at least annually.

G.  EXPENSES

The Fund bears expenses  incurred  specifically on its behalf plus an allocation
of its share of Trust level  expenses.  Short-term  trading fees  collected from
temporary  investors  in the Fund are applied as a reduction  of expenses to the
extent of such related cost; any excess is credited as paid-in capital.  Expense
offset  arrangements  have been made with the Fund's  custodian so the custodian
fees are paid  indirectly by credits  earned on the Fund's cash  balances.  Such
deposit arrangements are an alternative to overnight investments.

H.  USE OF ESTIMATES IN FINANCIAL STATEMENT PREPARATION

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
reported  amounts of income and expenses  during the  reporting  period.  Actual
results could differ from those estimates.

NOTE 2:  RELATED  PARTY  TRANSACTIONS

Effective  with the  reorganization  on November 18, 1996, the Fund entered into
contracts with the new investment  manager and its affiliated service providers.

U.S.  Global  Investors,  Inc. (the  "Manager"),  under an  investment  advisory
agreement  with  the  Trust  in  effect  through  October  30,  1997,  furnishes
management and  investmentadvisory  services and,  subject to the supervision of
the Trustees,  directs the inv estments of the Fund  according to its investment
objectives,  policies and  limitations.  The Manager has  contracted  with Money
Growth Institute, Inc. to serve as Sub-Advisor in the execution of the Manager's
investment responsibilities. The Manager also furnishes
<PAGE>
(PAGE 14)
================================================================================
NOTES TO FINANCIAL INSTITUTIONS
================================================================================

all  necessary  office   facilities,   business   equipment  and  personnel  for
administering the affairs of the Trust. Franko E. Holmes, a trustee of the Fund,
is the controlling owner of the Manager.

The Fund pays a  management  fee at an annual  rate of 1% of average net assets.
Fees are accrued  daily and paid  monthly.  

United Shareholder  Services,  Inc.  ("USSI"),  a wholly owned subsidiary of the
Manager,  is transfer agent and accounting  service agent for the Fund. The Fund
pays an annual fee based on number of shareholder  accounts for transfer  agency
services. Certain account fees are paid directly by shareholders to the transfer
agent, which, in turn, reduces its charge to the Fund. For maintaining the books
and records of the Fund and calculating the daily net asset values, USSI is paid
a fee based on Fund net  assets  subject  to a minimum  fee.  Additionally,  the
Manager is reimbursed at cost for in-house legal  services.

Effective  November 18, 1996,  the Fund adopted a  Distribution  Plan under Rule
12b-1 of the  Investment  Company Act of 1940 that allows an annual fee of up to
 .25% of its average net assets to be used for, or to reimburse  the Manager for,
expenditures in connection with sales and  promotional  services  related to the
distribution  of the  Fund's  shares.

Brimberg & Co., L.P., a  broker-dealer  affiliate of the  Sub-Advisor,  received
$97,945  representing all commissions paid by the Fund on purchases and sales of
securities  during the year. 

During  the year ended  June 30,  1997,  A & B  Mailers,  Inc.,  a wholly  owned
subsidiary of the Manager,  was paid $4,603 for mailing services provided to the
Fund. 

The two independent  trustees each receive $8,000  annually as compensation  for
serving  on the  board,  plus  $500  per  each  meeting  attended.  The fees are
allocated  among the four  portfolios  in the Trust.  

The former  administrative  services agent,  shareholder  servicing and transfer
agent and the  accounting  services  agent for the Fund were  affiliates  of the
former manager.  Fees for  administrative  services,  which  terminated with the
change in Manager,  were based on the Fund's average net assets.  For the period
from July 1 through  November 17, 1996, the former  manager  reimbursed the Fund
$20,988 for fees and expenses.

NOTE  3   INVESTMENT ACTIVITY

Purchases and sales of long-term  securities for the year were  $13,735,317  and
$18,778,767,  respectively.

The  federal  income  tax  basis  of  securities  owned  at June  30,  1997  was
$20,614,787.  The  tax  basis  components  of net  unrealized  appreciation  and
depreciation were $5,405,772 and $547,895, respectively.

<PAGE>
(PAGE 15)
================================================================================
FINANCIAL HIGHLIGHTS                                        June 30, 1997
================================================================================

For a capital share outstanding during each year ended June 30,

                                        1997*     1996     1995    1994    1993
 ...............................................................................

Net asset value, beginning of year     $11.27   $11.17   $10.29  $10.84  $10.36
 ...............................................................................

Investment Activities
     Net investment income                .01     .17      .28     .19     .15
     Net realized and unrealized gain
        (loss)                           2.39    1.72      .95    (.35)    .55
                                        -----    ----     ----    -----   ---- 
Total from investment activities         2.40    1.89     1.23    (.16)    .70
                                        -----    ----     ----    -----   ----
Distributions
     From net investment income          (.01)   (.17)    (.28)   (.19)   (.15)
     From net realized gains             (.21)  (1.61)     ---    (.20)   (.07)
     In excess of net realized gains      ---    (.01)    (.07)    ---     ---
                                        -----   -----    -----   -----    ----
     Total distributions                 (.22)  (1.79)    (.35)   (.39)   (.22)

 ................................................................................
Net asset value, end of period         $13.45  $11.27   $11.17  $10.29  $10.84
 ................................................................................

Total Return (excluding account fees)   20.72%  17.10%   12.20%  (1.50)%  6.79%
Ratios to Average Net Assets (a):
     Net investment income                .09%   1.30%    2.36%   1.65%   1.60%
     Total expenses                      1.97%   2.10%    1.98%   1.81%   1.95%
     Expenses reimbursed or offset      (.09)%  (.60)%   (.48)%  (.31)%  (.45)%
     Net expenses                        1.88%   1.50%    1.50%   1.50%   1.50%

Average commission rate paid            $.0800    n/a      n/a     n/a     n/a
Portfolio turnover rate                    62%    115%     163%    143%     83%

Net assets, end of year (in thousands) $25,610  $27,945  $32,976 $45,523 $58,955


   * Effective November 18, 1996, the Fund changed to a new investment manager.

  (a) Expenses  reimbursed  or offset reflect reductions to total  expenses,  as
      discussed in the notes to the  financial  statements. Such  amounts  would
      decrease the net investment income ratio had such reductions not occurred.

See accompanying notes to financial statements.

<PAGE>

(PAGE 16)
================================================================================
REPORT OF INDEPENDENT ACCOUNTANTS                                June 30, 1997
================================================================================
                                 

TO THE TRUSTEES AND SHAREHOLDERS OF U.S. GLOBAL ACCOLADE FUNDS

In our opinion, the accompanying statement of assets and liabilities,  including
the portfolio of  investments  and the related  statements of operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the financial position of MegaTrends Fund (the "Fund") (one
of the portfolios  constituting  the U.S.  Global  Accolade  Funds) at Juneo 30,
1997, and the results of its  operations,  the changes in its net assets and the
financial  highlights  for the year then ended,  in  conformity  with  generally
accepted  accounting  principles.   These  financial  statements  and  financial
highlights   (hereafter   referred  to  as  "financial   statements")   are  the
responsibility  of the Fund's  management;  our  responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit
of these  financial  statements in accordance with generally  accepted  auditing
standards which require that we plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audit,   which  included   confirmation  of  securities  at  June  30,  1997  by
correspondence  with the custodian,  provides a reasonable basis for the opinion
expressed  above.  The  financial  statements  for the year ended June 30,  1996
including the financial highlights for each of the four years in the period then
ended,  were examined by other  independent  accountants whose report dated July
19, 1996  expressed an  unqualified  opinion on those  financial  statements and
financial highlights.


Price Waterhouse LLP
San Antonio, Texas
August 20, 1997


<PAGE>
(page 17)
               ----------------------------------------------------

               ADDITIONAL FEDERAL TAX INFORMATION FOR
               CORPORATE SHAREHOLDERS (unaudited)

               The Dividends Received Deduction is available to
               corporate shareholders on 6.7% of the ordinary 
               income dividends paid by the Fund during the year
               ended June 30, 1997.


               CHANGE IN INDEPENDENT ACCOUNTANTS

               With MegaTrends' merger into the Trust, the Board 
               appointed Price Waterhouse LLP as the new 
               independent accountants for the year ended June 30,
               1997.  The Fund received unquallified opinions on
               its financial statements in this annual report.

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

<PAGE>
(last page - color green with black and white letters)


  
                            (company logo)
            
                        U.S. Global Investors 
              P.O. Box 781234  San Antonio, Texas  78278-1234

                          1-800-US-FUNDS



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