U S GLOBAL ACCOLADE FUNDS
497, 1997-03-10
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                           U.S. GLOBAL ACCOLADE FUNDS

                                   ADRIAN DAY
                             GLOBAL OPPORTUNITY FUND

                         1-800-US-FUNDS (1-800-873-8637)
                (INFORMATION, SHAREHOLDER SERVICES AND REQUESTS)

                        INTERNET: HTTP://WWW.USFUNDS.COM

                                   PROSPECTUS

   
                                FEBRUARY 20, 1997
                             AMENDED MARCH 10, 1997
    

This prospectus  presents  information  that a prospective  investor should know
about the Adrian Day Global  Opportunity Fund (the "Fund"), a diversified series
of U.S. Global Accolade Funds (the "Trust"),  formerly Accolade Funds. The Trust
is an open-end  management  investment  company.  Investors are  responsible for
determining  whether or not an investment in the Fund is  appropriate  for their
needs. Read and retain this prospectus for future reference.

A Statement of Additional  Information  dated  February 20, 1997, has been filed
with the  Securities  and  Exchange  Commission  and is  incorporated  herein by
reference.  The Statement is available free from U.S.  Global  Accolade Funds by
calling 1-800-US-FUNDS (1-800-873-8637).

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

                                TABLE OF CONTENTS

             SUMMARY OF FEES AND EXPENSES.........          2               
             INVESTMENT OBJECTIVES AND
             PRACTICES............................          3
             OTHER INVESTMENT PRACTICES...........          4
             RISK FACTORS.........................          7
             HOW TO PURCHASE SHARES...............          9
             HOW TO EXCHANGE SHARES...............         12
             HOW TO REDEEM SHARES.................         14
             HOW SHARES ARE VALUED................         19
             DIVIDENDS AND TAXES..................         20
             THE TRUST............................         21
             MANAGEMENT OF THE FUND...............         22
             DISTRIBUTION EXPENSE PLAN............         24
             PERFORMANCE INFORMATION..............         24

                          SUMMARY OF FEES AND EXPENSES

The  following  summary is provided to assist you in  understanding  the various
costs and expenses a shareholder in the Fund could bear directly or indirectly.

SHAREHOLDER TRANSACTION EXPENSES
     Maximum Sales Load..............       None
     Redemption Fee..................       None
     Administrative Exchange Fee.....        $ 5
     Account Closing Fee (does not
       apply to exchanges)...........        $10
     Trader's Fee (shares held less
       than 30 days).................       1.00%
ANNUAL FUND OPERATING EXPENSES
  (AS A PERCENTAGE OF AVERAGE NET
  ASSETS)(1)
     Management Fees.................       1.25%
     12b-1 Fees......................       0.25%
     Other Expenses, including
       Transfer Agency
       and Accounting Services
       Fees..........................       1.00%
     Total Fund Operating Expenses...       2.50%

Except for active ABC Investment Plan(R) accounts, custodial accounts for minors
and retirement accounts,  if an account balance falls, for any reason other than
market  fluctuations,  below $5,000 anytime during a month, that account will be
subject to a monthly small account charge of $1 which will be payable quarterly.
See SMALL ACCOUNTS.

A shareholder who requests delivery of redemption proceeds by wire transfer will
be subject to a $10 charge. International wires will be higher.

                                       2

<PAGE>

HYPOTHETICAL EXAMPLE OF EFFECT OF FUND EXPENSES(1):

You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual return and redemption at the end of each period.

             1 year...............................  $ 35
             3 years..............................  $ 88

The Hypothetical  Example is based upon the Fund's estimated  expenses which are
expected to decline as the Fund's net assets  increase.  In conformance with SEC
regulations, the example is based upon a $1,000 investment;  however, the Fund's
minimum investment is $5,000. In practice,  a $1,000 account would be assessed a
monthly  $1.00 small account  charge which is not reflected in the example.  See
SMALL  ACCOUNTS.  Included in these  estimates is the account closing fee of $10
for each period.  This fee is a flat charge which does not vary with the size of
your investment.  Accordingly,  for investments  larger than $1,000,  your total
expenses will be  substantially  lower in percentage terms than the illustration
implies.  The  example  should  not be  considered  a  representation  of future
expenses. Actual expenses may be more or less than those shown.

                       INVESTMENT OBJECTIVES AND PRACTICES

The Fund's investment  objective is long-term growth of capital.  The Fund seeks
to achieve this  objective by investing  throughout  the world in a  diversified
portfolio  consisting  primarily  (80% of  total  assets  during  normal  market
conditions)  of  marketable  common stocks and in  securities  convertible  into
common stocks of global (both international and domestic) blue chip corporations
that the Sub-Advisor believes the market has undervalued.

The Fund is committed to flexible value  investing,  searching for common stocks
that are  selling at  substantial  discounts  to the  underlying  value of their
assets,  earning power, or private market value.  Taking a global approach,  the
Fund searches for value  investments  around the world.  The Fund seeks first to
build and maintain core  investments in the common stock of  international  blue
chip  companies  that are well  capitalized  and well  managed and enjoy  strong
balance sheets and brand-name  recognition in their own markets. The Sub-Advisor
believes  such  companies  are  poised to grow and  prosper  with the  continued
development  of  consumer  markets  around the world.  Supplementing  these core
investments, the Fund has the flexibility to purchase a wide variety



- ------------------------------
(1) Annual Fund Operating  Expenses are based on the Funds  estimated  expenses.
Management Fees,  Transfer Agency Fees, and Accounting Services Fees are paid to
U.S. Global Investors,  Inc. (the "Advisor") and its wholly-owned  subsidiaries.
The  Advisor  then  pays  a part  of the  management  fee  to  Global  Strategic
Management, Inc. (the "Sub-Advisor") for serving as sub-advisor. Please refer to
the section entitled MANAGEMENT OF THE FUNDS for further information.

                                       3

<PAGE>

of investments  that appear to the  Sub-Advisor to offer value at any particular
time.  The  Sub-Advisor  searches  for  a  variety  of  unrecognized  contrarian
investments,  including at any given time, securities issued by smaller,  lesser
known companies, new companies, and companies operating in emerging markets. The
Fund may also  invest  in debt  securities  (although  income  is an  incidental
consideration) including high yield or junk bonds,  convertible securities,  and
commodity-linked securities.

Under normal market conditions the Fund will invest primarily (up to 100% of its
assets) in foreign securities,  although investments in United States securities
are  permitted  and  will be  emphasized  when  the  Sub-Advisor  believes  that
opportunities in the United States markets appear more  attractive.  When deemed
appropriate by the Fund's  Sub-Advisor  for  short-term  investment or defensive
purposes,  the Fund may hold a portion of its assets (up to 100%) in  short-term
debt  instruments  including  commercial  paper,  certificates  of  deposit,  or
repurchase agreements.

The Fund is not intended to be a complete  investment  program,  and there is no
assurance that its investment  objective can be achieved.  The Fund's investment
objective  is not a  fundamental  policy  and may be  changed  by the  Board  of
Trustees without shareholder approval. However, shareholders will be notified in
writing  at  least  thirty  days  prior to any  material  change  in the  Fund's
investment objective.  Unless otherwise indicated,  all investment practices and
limitations of the Fund are  nonfundamental  policies that may be changed by the
Board of Trustees without shareholder approval.

                           OTHER INVESTMENT PRACTICES

As a fundamental policy that cannot be changed without a vote of shareholders:


     (a) the Fund may not invest more than 25% of its total assets in securities
     of  companies   principally   engaged  in  any  one  industry  (other  than
     obligations  issued or guaranteed by the United States Government or any of
     its agencies or instrumentalities);

     (b) with respect to 75% of its total assets,  the Fund will not: (i) invest
     more than 5% of the value of its total assets in the  securities of any one
     issuer  (except such  limitation  will not apply to  obligations  issued or
     guaranteed   by   the   United   States   Government,   its   agencies   or
     instrumentalities);  nor (ii)  acquire  more  than  10% of the  outstanding
     voting securities of any one issuer;

     (c) the Fund may lend portfolio  securities with an aggregate  market value
     of not more than one-third of the Fund's total net assets;

     (d) the Fund may  borrow up to 33 1/3% of the  amount  of its total  assets
     (reduced by the amount of all liabilities and indebtedness  other than such
     borrowings) when deemed desirable or appropriate to effect redemptions,

                                       4

<PAGE>

     provided,  however,  that the Fund will not purchase additional  securities
     while borrowings exceed 5% of the Funds total assets.

PORTFOLIO TURNOVER

It is the policy of the Fund to seek long-term growth of capital.  The Fund will
effect  portfolio  transactions  without regard to its holding period if, in the
judgment of the  Advisor  and  Sub-Advisor,  such  transactions  are in the best
interests of the Fund.  Increased  portfolio turnover may result in higher costs
for brokerage  commissions,  dealer mark-ups and other transaction costs and may
also result in taxable capital gains.  Certain tax rules may restrict the Fund's
ability to engage in  short-term  trading if the security has been held for less
than three  months.  See  PORTFOLIO  TURNOVER  in the  Statement  of  Additional
Information.

PORTFOLIO TRANSACTIONS

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

REPURCHASE AGREEMENTS

The Fund may  invest a portion  of its  assets  in  repurchase  agreements  with
domestic  broker-dealers,  banks and other financial institutions,  provided the
Fund's  custodian  always has possession of securities  serving as collateral or
has  evidence  of  book  entry  receipt  of  such  securities.  In a  repurchase
agreement,  the Fund purchases  securities  subject to the seller's agreement to
repurchase such securities at a specified time (normally one day) and price. The

                                       5

<PAGE>

repurchase  price  reflects  an  agreed-upon  interest  rate  during the time of
investment.  All repurchase  agreements must be  collateralized by United States
Government or government agency securities,  the market values of which equal or
exceed  102%  of the  principal  amount  of  the  repurchase  obligation.  If an
institution enters an insolvency proceeding,  the resulting delay in liquidation
of securities  serving as collateral could cause the Fund some loss if the value
of the securities  declined prior to liquidation.  To minimize the risk of loss,
the Fund will  enter  into  repurchase  agreements  only with  institutions  and
dealers which the Board of Trustees consider creditworthy.

STRATEGIC TRANSACTIONS

The Fund may, but is not required to, use various other investment strategies as
described  below.  Such  strategies are generally  accepted as modern  portfolio
management  techniques  and are  regularly  used by many mutual  funds and other
institutional investors.  Techniques and instruments may change over time as new
instruments and strategies are developed or regulatory changes occur.

In the course of pursuing these investment strategies, the Fund may purchase and
sell  exchange-listed and  over-the-counter  put and call options on securities,
equity and  fixed-income  indices  and other  financial  instruments,  financial
futures  contracts  and options  thereon,  and may enter into  various  currency
transactions such as currency forward contracts,  currency futures contracts, or
options on  currencies  or  currency  futures  (collectively,  all the above are
called "Strategic  Transactions").  The Fund will not sell put options except in
closing transactions.

The Fund may engage in Strategic  Transactions for hedging, risk management,  or
portfolio  management purposes and not for speculation.  Strategic  Transactions
may be used to attempt to protect against  possible  changes in the market value
of  securities  held in, or to be  purchased  for,  the Fund's  portfolio.  Such
changes  may  result  from   securities   markets  or  currency   exchange  rate
fluctuations.  Strategic Transactions may also be used to attempt to protect the
Fund's  unrealized  gains  or  prevent  losses  in the  value  of its  portfolio
securities,  or to  establish  a  position  using  Strategic  Transactions  as a
temporary  substitute  for  purchasing  or selling  particular  securities.  See
INVESTMENT  OBJECTIVES  AND POLICIES -- RISK  CONSIDERATIONS  OF THE FUND in the
Statement  of  Additional  Information.  The  ability  of the Fund to use  these
Strategic  Transactions  successfully will depend upon the Sub-Advisor's ability
to predict  pertinent market movements,  which cannot be assured.  The Fund will
comply with  applicable  regulatory  requirements  when it engages in  Strategic
Transactions.

LENDING OF PORTFOLIO SECURITIES

The Fund may lend securities to  broker-dealers  or institutional  investors for
their use in  connection  with  short  sales,  arbitrages  and other  securities
transactions.  The Fund may  receive a fee from  broker-dealers  for lending its
portfolio

                                       6

<PAGE>

securities.  The Fund  will not lend  portfolio  securities  unless  the loan is
secured by collateral  (consisting  of any  combination  of cash,  United States
Government  securities or  irrevocable  letters of credit) in an amount at least
equal (on a daily  marked-to-market  basis) to the current  market  value of the
securities  loaned.  In the event of a bankruptcy  or breach of agreement by the
borrower  of the  securities,  the Fund  could  experience  delays  and costs in
recovering  the  securities  loaned.  The Fund  will not enter  into  securities
lending agreements unless its custodian  bank/lending agent will fully indemnify
the Fund against loss due to borrower default.  The Fund may not lend securities
with an aggregate  market  value of more than  one-third of the Fund's total net
assets.

                                  RISK FACTORS

The Fund is designed for long-term value investors who can accept  international
investment  risk.  The Fund's share price will tend to reflect the  movements of
the different securities markets in which it is invested and, unless hedged, the
foreign currencies in which investments are denominated.

Because the Fund's  investments  will be subject to the market  fluctuations and
risks  inherent in all  investments,  there can be no assurance  that the Fund's
stated objective will be realized.  The Fund's Advisor and Sub-Advisor will seek
to  minimize  these  risks  through   professional   management  and  investment
diversification. As with any long-term investment, the value of shares when sold
may be higher or lower than when purchased.

MARKET RISK

Investments in equity and debt  securities are subject to inherent  market risks
and fluctuations in value due to earnings, economic conditions,  quality ratings
and other factors beyond the control of the Advisor or Sub-Advisor. As a result,
the return and net asset value of the Fund will fluctuate.

The Fund may purchase  common stock of small and medium size companies which may
be  unseasoned  and which often  fluctuate  in price more than common  stocks of
larger, more mature companies.

Debt  securities,  including  investment  grade and high yield  bonds,  are also
subject to price  fluctuations  based on changes in the level of interest rates,
which  will  generally  result  in  these  securities  changing  in price in the
opposite direction.  That is, these securities will experience appreciation when
interest rates decline and will depreciate when interest rates rise.

FOREIGN INVESTMENTS

While investment by the Fund on an international  basis will permit shareholders
to participate in economic developments abroad, such investments involve certain
risks not ordinarily associated with investing in securities of United

                                       7

<PAGE>

States issuers.  These risks may include  political  instability of some foreign
governments,  fluctuation in foreign  exchange rates, the imposition of exchange
control  regulations,  the possibility of  expropriation  decrees,  more limited
information  about  foreign  issuers,  different  accounting  standards,  higher
brokerage costs and foreign withholding taxes. Moreover,  foreign securities and
their markets may not be as liquid as U.S. securities and their markets.

To the extent the Fund's  investments  are  denominated  in and pay  interest or
dividends  in foreign  currencies,  and to the extent  that the Fund's  currency
exposure is unhedged,  the value of their investment by the Fund, as measured in
U.S.  dollars,  may be affected either  favorably or unfavorably by movements in
exchange  rates  between  the  dollar  and those  foreign  currencies.  For more
detailed  information  see FOREIGN  SECURITIES  in the  Statement of  Additional
Information.

EMERGING MARKETS

The Fund may invest up to 15% of its assets in  emerging  markets,  but not more
than  5% of its  assets  in any  single  country  considered  to be  part of the
emerging  market.  Any company with a market  capitalization  of $500 million or
more is  excluded  from the 15%  limitation  regardless  of whether or not it is
incorporated or primarily operates in an emerging market. The risks of investing
in foreign markets are generally intensified for investments in emerging markets
since their economies are generally smaller,  less diverse, and less mature, and
their political  systems less stable than those in developed  countries.  A more
complete  description of the risks associated with investing in emerging markets
is contained in the Statement of Additional Information.

CURRENCY HEDGING

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

                                       8

<PAGE>

LOWER-RATED AND UNRATED DEBT SECURITIES

The Fund may invest up to 15% of its assets in debt securities without regard to
credit rating and may, therefore,  invest in instruments that could experience a
default in the payment of principal  and  interest.  The Fund may also  purchase
debt securities on which the issuer has defaulted.

Lower-rated  or unrated high yield debt  securities  are commonly  known as junk
bonds and are often considered to be of speculative  grade. They involve greater
risk of default due to changes in economic  conditions,  changes in the issuer's
creditworthiness  or other  circumstances.  The market for these  securities  is
generally more limited and their prices may experience  greater  volatility than
in the  case of debt  securities  with  higher  ratings.  See the  Statement  of
Additional  Information for a more complete discussion of the risks of investing
in lower-rated and unrated debt securities.

COMMODITY LINKED SECURITIES

The Fund may  invest up to 10% of its net  assets  in  structured  notes  and/or
preferred  stock,  the  value of which is  linked  to the price of gold or other
commodities. Such structured securities have different characteristics and risks
than other types of  securities in which the Fund may invest.  For example,  not
only the coupon and/or dividend but also the redemption  amount may be increased
or decreased  depending on the change in the price of the referenced  commodity.
See COMMODITY LINKED  SECURITIES in the Statement of Additional  Information for
further information.

ILLIQUID SECURITIES

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

                             HOW TO PURCHASE SHARES

The minimum  initial  investment for the Fund is $5,000 for regular  accounts or
$1,000 for custodial accounts for minors.  The minimum subsequent  investment is
$50.  The  minimum  initial  investment  for  persons  enrolled  in  the  ABC(R)
Investment  Plan  (Automatically  Building  Capital) is $1,000,  and the minimum
subsequent  investment  pursuant  to such a plan is $100 or more per  month  per
account. No minimum purchase is required for retirement plan accounts, including
IRAs, administered by the Advisor or its agents and affiliates.

                                       9

<PAGE>

YOU MAY INVEST IN THE FOLLOWING WAYS:

BY MAIL

Send  your  application  and  check,  made  payable  to the  Adrian  Day  Global
Opportunity Fund, to P.O. Box 781234, San Antonio, Texas 78278-1234.

When  making  subsequent  investments,   enclose  your  check  with  the  return
remittance  section of the confirmation  statement,  or write your name, address
and  account  number on your check or a separate  piece of paper and mail to the
address  mentioned  above. Do not use the remittance  part of your  confirmation
statement  for a different  fund  because it is  pre-coded.  This may cause your
investment to be invested into the wrong fund. If you wish to purchase shares in
more than one fund,  send a separate  check or money order for each fund.  Third
party checks will not be accepted, and the Trust reserves the right to refuse to
accept second party checks.

BY TELEPHONE

Once your  account is open,  you may make  investments  by  telephone by calling
1-800-US-FUNDS  (1-800-873-8637).  Investments by telephone are not available in
money market funds or any retirement account  administered by the Advisor or its
agents.  The  maximum  telephone  purchase  is ten times the value of the shares
owned,  calculated  at the last  available  net asset value.  Payment for shares
purchased by telephone is due within seven  business  days after the date of the
transaction.  You cannot  exchange  shares  purchased by  telephone  until after
payment has been received and accepted by the Trust.

BY WIRE

You may make your initial or  subsequent  investments  in U.S.  Global  Accolade
Funds  by  wiring  funds.   To  do  so,  call  U.S.  Global  Accolade  Funds  at
1-800-US-FUNDS   (1-800-873-8637)   for  a   confirmation   number   and  wiring
instructions.

BY ABC INVESTMENT Plan(R)

The ABC  Investment  Plan(R)  (Automatically  Building  Capital) is offered as a
special  service  allowing  you to build a  position  in any of the U.S.  Global
Investors family of funds over time without trying to outguess the market.  Once
your account is open, you may make  investments  automatically by completing the
ABC Investment  Plan(R) form  authorizing  U.S. Global Accolade Funds to draw on
your money market or bank account for a minimum of $100 a month beginning within
thirty (30) days after the account is opened. These lower minimums are a special
service  bringing to small  investors the benefits of U.S. Global Accolade Funds
without requiring a $5,000 minimum initial investment.

                                       10

<PAGE>

Your investment  dollars will  automatically  buy more shares when the market is
undervalued  and fewer  shares when the market is  overvalued.  By  investing an
equal  amount at  regular,  periodic  intervals,  you avoid the  extremes in the
market. Of course, using the ABC Investment Plan(R) does not guarantee a profit.
If you sell at the bottom, no system will give you a gain.

You may call  1-800-873-8637  to open a treasury  money market fund or you could
ask your bank whether it will honor debits through the Automated  Clearing House
("ACH")  or, if  necessary,  preauthorized  checks.  You may  change the date or
amount of your  investment or discontinue the Plan anytime by letter received by
U.S.  Global  Accolade  Funds at least two weeks  before the change is to become
effective.

ADDITIONAL INFORMATION ABOUT PURCHASES

All  purchases  of shares  are  subject to  acceptance  by the Trust and are not
binding until accepted.  U.S. Global Accolade Funds reserves the right to reject
any application or investment. Orders received by the Fund's transfer agent or a
subagent  before 4:00 p.m.  Eastern time,  Monday  through  Friday  exclusive of
business  holidays,  and  accepted by the Fund will receive the share price next
computed  after receipt of the order.  If the NYSE and other  financial  markets
close earlier, as on the eve of a holiday,  orders will become effective earlier
in the day at the close of trading on the NYSE.

If your telephone order to purchase shares is canceled due to nonpayment or late
payment  (whether or not your check has been processed by the Fund), you will be
responsible for any loss incurred by the Trust because of such cancellation.

If a check is returned unpaid due to nonsufficient  funds, stop payment or other
reasons,  the Trust will charge $20,  and you will be  responsible  for any loss
incurred by the Trust with respect to canceling the purchase.

To  recover  any such loss or charge,  the Trust  reserves  the  right,  without
further  notice,  to redeem shares of any affiliated  funds already owned by any
purchaser whose order is canceled,  for whatever reason. Such a purchaser may be
prohibited from placing  additional orders unless investments are accompanied by
full payment by wire or cashier's check.

U.S. Global Accolade Funds charges no sales commissions or "loads" of any
kind. However, investors may purchase and sell shares through registered
broker-dealers who may charge fees for their services.

CHECKS DRAWN ON FOREIGN BANKS.  To be received in good order, an investment must
be made in U.S. dollars payable through a bank in the U.S. As an accommodation,
the Fund's transfer agent may accept checks payable in a foreign currency or
drawn on a foreign bank and will attempt to convert such checks into U.S.
dollars and repatriate such amount to the Fund's account in the

                                       11

<PAGE>

U.S. Your investment in the Fund will not be considered to have been received in
good order until your foreign check has been converted into U.S.  dollars and is
available to the Fund through a bank in the U.S. Your investment in the Fund may
be delayed until your foreign  check has been  converted  into U.S.  dollars and
cleared  the normal  collection  process.  Any  amounts  charged to the Fund for
collection procedures will be deducted from the amount invested.

If the  Trust  incurs a charge  for  locating  a  shareholder  without a current
address, such charge will be passed through to the shareholder.

TAX IDENTIFICATION NUMBER

The Fund is required by Federal law to withhold  and remit to the United  States
Treasury a part of the  dividends,  capital gain  distributions  and proceeds of
redemptions paid to any shareholder who fails to furnish the Fund with a correct
taxpayer  identification number, who underreports dividend or interest income or
who fails to provide  certification of tax identification  number. To avoid this
withholding requirement,  you must certify on your application, or on a separate
Form W-9  supplied by the  transfer  agent,  that your  taxpayer  identification
number is correct and that you are not currently  subject to backup  withholding
or you are exempt  from  backup  withholding.  For  individuals,  your  taxpayer
identification number is your social security number.

Instructions to exchange or transfer shares held in established accounts will be
refused  until  the  certification  has been  provided.  In  addition,  the Fund
assesses a $50 administrative fee if the taxpayer  identification  number is not
provided by year-end.

CONFIRMATION STATEMENTS

When  you  open  your  account,  U.S.  Global  Accolade  Funds  will  send you a
confirmation  statement,  which will be your  evidence  that you have  opened an
account  with  U.S.  Global  Accolade  Funds.  The  confirmation   statement  is
nonnegotiable,  so if it is lost or destroyed, you will not be required to buy a
lost  instrument  bond or be subject to other  expense or trouble,  as you would
with a negotiable stock certificate. The fund does not issue stock certificates.

                             HOW TO EXCHANGE SHARES

You have the  privilege  of  exchanging  into any of the other funds in the U.S.
Global Investors family of funds. An exchange  involves the redemption (sale) of
shares of one fund and  purchase  of shares of  another  fund at the  respective
closing net asset value and is a taxable transaction.

                                       12

<PAGE>

FUNDS IN THE U.S. GLOBAL INVESTORS FAMILY OF FUNDS

Investing  involves  balancing  potential  rewards against  potential  risks. To
achieve higher rewards on your investment, you must be willing to take on higher
risk.  If you are  most  concerned  with  safety  of  principal,  a  lower  risk
investment  will provide greater  stability but with lower  potential  earnings.
Another  strategy for dealing with volatile markets is to use the ABC Investment
Plan(R). The list below is a reward and risk guide to all of the mutual funds in
the U.S. Global Investors  family of funds.  This guide may help you decide if a
fund is suitable for your investment goals.

              HIGH REWARD  China Region Opportunity Fund
                HIGH RISK  U.S. Gold Shares Fund
                           U.S. World Gold Fund
                           U.S. Global Resources Fund
                           Adrian Day Global Opportunity Fund
                           Bonnel Growth Fund
                           U.S. Real Estate Fund
          MODERATE REWARD  U.S. All American Equity Fund
              MODERATE RISK MegaTrends Fund
                           U.S. Income Fund
                           U.S. Tax Free Fund
                           United Services Near-Term Tax Free Fund
               LOW REWARD  U.S. Government Securities Savings Fund
                 LOW RISK  U.S. Treasury Securities Cash Fund

If  you  have   additional   questions,   one  of  our   professional   investor
representatives    will    personally    assist   you.    Call    1-800-US-FUNDS
(1-800-873-8637).

BY TELEPHONE

You will be able to automatically  direct U.S. Global Accolade Funds to exchange
your shares by calling toll free 1-800-US-FUNDS (1-800-873-8637).  In connection
with such exchanges, neither the Fund nor the transfer agent will be responsible
for acting upon any instructions  reasonably believed by them to be genuine. The
shareholder, because of this policy, will bear the risk of loss. The Fund and/or
its transfer  agent will,  however,  use  reasonable  procedures to confirm that
telephone  instructions are genuine  (including  requiring some form of personal
identification,    providing    written    confirmation   and   tape   recording
conversations). If either party does not employ reasonable procedures, it may be
liable for losses due to unauthorized or fraudulent transactions.

                                       13

<PAGE>

BY MAIL

You may direct U.S.  Global  Accolade  Funds in writing to exchange  your shares
between  identically  registered accounts in the U.S. Global Investors family of
funds.  The  request  must  be  signed  exactly  as  the  name  appears  in  the
registration. (Before writing, read ADDITIONAL INFORMATION ABOUT EXCHANGES.)

ADDITIONAL INFORMATION ABOUT EXCHANGES

(1) A $5  charge  will be paid to United  Shareholder  Services,  Inc.  for each
exchange  out of any  fund  account.  Retirement  accounts  administered  by the
Advisor or its  agents are  charged  $5 for each  exchange  exceeding  three per
quarter. Exchange fees cover administrative costs associated with handling these
exchanges.

(2) An exchange  involves both the  redemption of shares out of the Fund and the
purchase of shares in a "Separate Fund." Like any other purchase,  shares of the
Separate Fund cannot be purchased by exchange  until all  conditions of purchase
are met, including  investable  proceeds being immediately  available.  Like any
other  redemption,  the Fund reserves the right to hold exchange proceeds for up
to seven days. In general,  the Fund expects to exercise this right on exchanges
of $50,000 or more.  In such event,  purchase of the  Separate  Fund shares will
also be delayed. Separate Fund shares will be priced at their net asset value at
the time of purchase.  Redemption  proceeds  will not be invested in either fund
during this period.  Fund shares will always be redeemed  immediately;  however,
Separate  Fund  shares  will not be  purchased  until  investable  proceeds  are
available. You will be notified immediately if the purchase will be delayed.

(3) Shares may not be exchanged  unless you have furnished U.S.  Global Accolade
Funds with your tax identification number, certified as required by the Internal
Revenue  Code and  Regulations,  and the  exchange  is to an  account  with like
registration and tax identification number. (See TAX IDENTIFICATION NUMBER.)

(4)  Exchanges out of the Adrian Day Global Opportunity Fund of shares held less
than 30 days are subject to a trader's fee. (See TRADER'S FEE PAID TO FUNDS.)

(5)  The exchange privilege may be canceled anytime. The exchange fee and other
terms of the privilege are subject to change.

                              HOW TO REDEEM SHARES

You may redeem any or all of your  shares at will.  Requests  received in proper
order by the Trust's transfer agent or a subagent before 4:00 p.m. Eastern time,
Monday through  Friday  exclusive of business  holidays,  will receive the share
price next computed after receipt of the request.

                                       14

<PAGE>

BY MAIL

A written  request for redemption  must be in "proper order," which requires the
delivery of the following to the transfer agent:

     (1) written request for redemption  signed by each registered owner exactly
     as the shares are  registered,  the account number and the number of shares
     or the dollar amount to be redeemed;

     (2)  signature guarantees when required; and

     (3)  additional  documents  as are  customarily  required to  evidence  the
     authority  of  persons  effecting  redemptions  on behalf of  corporations,
     executors,  trustees,  and other  fiduciaries.  Redemptions will not become
     effective until all documents,  in the form required, have been received by
     the transfer agent.  (Before  writing,  read ADDITIONAL  INFORMATION  ABOUT
     REDEMPTIONS.)

HOW TO EXPEDITE REDEMPTIONS

To redeem  your Fund  shares by  telephone,  you may call the Fund and direct an
exchange out of the Fund into an identically registered account in a U.S. Global
treasury money market fund ($1,000  minimum  initial  investment).  You may then
write a check  against  your  treasury  money  market fund  account.  See HOW TO
EXCHANGE  SHARES for a description of exchanges,  including the $5 exchange fee.
Call 1-800-873-8637 for more information  concerning telephone redemptions and a
treasury money market fund prospectus.

SPECIAL REDEMPTION ARRANGEMENTS

Institutional  investors,  brokers,  advisers,  banks  or  similar  institutions
(whether  acting  for  themselves  or on behalf of a  client)  may make  special
arrangements to have redemption proceeds  transferred by wire to pre-established
accounts upon telephone instructions. For additional information, call the Trust
at  1-800-873-8637.  Telephone  redemptions are available for Chairman's  Circle
accounts.

SIGNATURE GUARANTEE

Redemptions  of more than  $15,000  require a signature  guarantee.  A signature
guarantee is required for all redemptions, regardless of the amount involved, if
(a) proceeds are to be paid to someone  other than the  registered  owner of the
shares or (b) proceeds are to be mailed to an address other than the  registered
address of record. When a signature  guarantee is required,  each signature must
be  guaranteed  by: (a) a federally  insured bank or thrift  institution;  (b) a
broker or dealer  (general  securities,  municipal,  or  government) or clearing
agency  registered  with  the  U.S.  Securities  and  Exchange  Commission  that
maintains  net  capital  of at  least  $100,000;  or (c) a  national  securities
exchange or national

                                       15

<PAGE>

securities   association.   The  guarantee   must:  (i)  include  the  statement
"Signature(s)  Guaranteed";  (ii) be signed in the name of the  guarantor  by an
authorized  person,  including  the person's  printed name and position with the
guarantor;  and (iii) include a recital that the guarantor is federally insured,
maintains  the  requisite  net capital or is a national  securities  exchange or
association.  Shareholders living abroad may acknowledge their signatures before
a U.S.  consular  officer.  Military  personnel may acknowledge their signatures
before officers  authorized to take  acknowledgments  (e.g.,  legal officers and
adjutants).

REDEMPTION PROCEEDS MAY BE SENT TO YOU:

BY MAIL

If your  redemption  check is  mailed,  it is  usually  mailed  within 48 hours;
however, the Fund reserves the right to hold redemption proceeds for up to seven
days.  If the shares to be redeemed  were  purchased  by check,  the  redemption
proceeds will not be mailed until the purchase check has cleared, which may take
up to seven  days.  You may avoid this  requirement  by  investing  by bank wire
(Federal  funds).  Redemption  checks may be delayed  if you have  changed  your
address in the last 30 days.  Please notify the Fund promptly in writing,  or by
telephone, of any change of address.

BY WIRE

You may authorize the Fund to transmit redemption proceeds by wire, provided you
send  written  wiring  instructions  with a signature  guarantee  at the time of
redemption.  Proceeds from your  redemption  will usually be  transmitted on the
first  business day following the  redemption.  However,  the Trust reserves the
right to hold  redemptions  for up to seven  days.  If the shares to be redeemed
were  purchased by check,  the  redemption  proceeds will not be mailed or wired
until the purchase check has cleared,  which may take up to seven days. A $10.00
charge  will  be  deducted   from   redemption   proceeds  to  cover  the  wire.
International wire charges will be higher.

ADDITIONAL INFORMATION ABOUT REDEMPTIONS

The  redemption  price may be more or less than your cost,  depending on the net
asset  value of the Fund's  portfolio  next  determined  after  your  request is
received.

A request  to redeem  shares in an IRA or  similar  retirement  account  must be
accompanied by IRS Form W4-P and a reason for withdrawal as required by the IRS.
Proceeds from the redemption of shares from a retirement  account may be subject
to withholding tax.

                                       16

<PAGE>

The  Trust  has the  authority  to  redeem  existing  accounts  and to  refuse a
potential  account the  privilege of having an account in the Trust if the Trust
reasonably  determines  that the  failure  to redeem or  prohibit  would  have a
material  adverse  consequence  for the Trust and its  shareholders.  No account
closing fee or redemption  fee will be charged to investors  whose  accounts are
closed under this provision.

TRADER'S FEE PAID TO FUND

A trader's  fee of 1.00% of the value of shares  redeemed or  exchanged  will be
assessed to  shareholders  who redeem or  exchange  shares of the Fund held less
than thirty (30)  calendar  days.  The  trader's fee will be paid to the Fund to
benefit  remaining  shareholders  by  protecting  them  against  expenses due to
excessive  trading.  Excessive  short-term  trading  has an  adverse  impact  on
effective  portfolio  management  as well  as on Fund  expenses.  The  Fund  has
reserved  the  right to  refuse  investments  from  shareholders  who  engage in
short-term trading that may be disruptive to the Fund.

ACCOUNT CLOSING FEE

To reduce  Fund  expenses,  an account  closing  fee of $10 will be  assessed to
shareholders  who  redeem  all shares in their  Fund  account  and  direct  that
redemption  proceeds be delivered to them by mail or wire. The charge is payable
directly  to the Fund's  transfer  agent;  the  transfer  agent will  reduce its
charges to the Fund by an equal amount. The purpose of the charge is to allocate
to redeeming  shareholders a more equitable portion of the transfer agent's fee,
including  the  cost of tax  reporting,  which  is  based  upon  the  number  of
shareholder accounts. Account closing fees do not apply to exchanges between the
funds in the U.S.  Global  Investors  family of funds  nor do they  apply to any
account which is involuntarily redeemed.

SMALL ACCOUNTS

Fund accounts which fall, for any reason other than market  fluctuations,  below
$5,000  anytime  during the month will be  subject  to a monthly  small  account
charge of $1 which will be payable quarterly.  The charge is payable directly to
the Fund's transfer agent which, in turn, will reduce its charges to the Fund by
an  equal  amount.  The  purpose  of the  charge  is to  allocate  the  costs of
maintaining shareholder accounts more equally among shareholders.

As a  special  service  for  small  investors,  active  ABC  Investment  Plan(R)
accounts,   custodial   accounts  for  minors  and   retirement   plan  accounts
administered  by the Advisor or its agents and affiliates will not be subject to
the small account charge.

To reduce  Fund  expenses,  the Trust may redeem  all shares in any  shareholder
account, other than active ABC Investment Plan(R) accounts, custodial accounts

                                       17

<PAGE>

for minors and  retirement  plan  accounts,  if, for a period of more than three
months, the account has a net asset value of $2,500 or less and the reduction in
value is not due to  market  fluctuations.  If the  Fund  elects  to close  such
accounts,  it will notify  shareholders  whose accounts are below the minimum of
its  intention  to do so, and will give those  shareholders  an  opportunity  to
increase their accounts by investing enough assets to bring their accounts up to
the minimum amount within ninety (90) days of the notice. No account closing fee
will be charged to investors  whose  accounts  are closed under this  redemption
provision.

CONFIRMATION STATEMENTS

Shareholders   will  normally  receive  a  confirmation   statement  after  each
transaction  (purchase,  redemption,  dividend,  etc.)  showing  activity in the
account. If you have no transactions, you will receive an annual statement only.

OTHER SERVICES

The Trust  offers a number of plans and  services to meet the  special  needs of
certain investors. Plans include:

     (1)  payroll deduction plans, including military allotments;

     (2)  custodial accounts for minors;

     (3)  flexible, systematic withdrawal plans; and

     (4) various  retirement plans such as IRA, SEP/IRA,  403(b)(7),  401(k) and
     employer-adopted defined contribution plans.

There is an  annual  charge  for each  retirement  plan fund  account  for which
Security Trust & Financial  Company ("STFC"),  a wholly-owned  subsidiary of the
Advisor, acts as custodian.  If the administrative charge is not paid separately
before the last business day of a calendar year or before a total redemption, it
will be deducted from the shareholder's account. Application forms and brochures
describing  these plans and services can be obtained from the transfer  agent by
calling 1-800-US-FUNDS (1-800-873-8637).

SHAREHOLDER SERVICES

United  Shareholder  Services,  Inc., a wholly-owned  subsidiary of the Advisor,
acts as transfer and dividend  paying agent for all fund accounts.  Simply write
or call 1-800-US-FUNDS for prompt service on any questions about your account.

                                       18

<PAGE>

24-HOUR ACCOUNT INFORMATION

Shareholders  can access  current  information  24 hours a day on yields,  share
prices, latest dividends, account balances, deposits and redemptions.  Just call
1-800-US-FUNDS and press the appropriate codes into your touch-tone phone.

                              HOW SHARES ARE VALUED

Shares of the Fund are  purchased or redeemed,  on a continuing  basis without a
sales  charge,  at their  next  determined  net asset  value per  share.  United
Shareholder Services, Inc. calculates the net asset value per share of the Fund.
Net asset value per share is determined, and orders become effective, as of 4:00
p.m. Eastern time, Monday through Friday exclusive of business holidays when the
NYSE is closed,  by dividing the  aggregate  net assets of the Fund by the total
number  of  outstanding  shares of the  Fund.  If the NYSE and  other  financial
markets close earlier, as on the eve of a holiday, the net asset value per share
will be determined earlier in the day at the close of trading on the NYSE.

Valuation  will be  calculated  in U.S.  dollars.  Securities  quoted  in  other
currencies  will be converted to U.S.  dollars  using the exchange  rate then in
effect in the principal  market in which the relevant  securities are traded.  A
portfolio  security  listed or traded on an  international  market (market other
than  those  in  the  United  States  or  Canada),  either  on  an  exchange  or
over-the-counter,  is valued at the last  reported  sales price  before the time
when assets are valued.  A portfolio  security  listed or traded in the domestic
market  (market  in the  United  States or  Canada),  either on an  exchange  or
over-the-counter,  is valued at the latest  reported  sale price before the time
when assets are valued. Lacking any sales on that day, the security is valued at
the mean of the last reported bid and ask prices.

When market quotations are not readily available,  or when restricted securities
or other  assets  are being  valued,  such  assets  are  valued at fair value as
determined  in good  faith by or under  procedures  established  by the Board of
Trustees.

Portfolio  securities traded on more than one market are valued according to the
broadest  and  most  representative  market.  Prices  used  to  value  portfolio
securities are monitored to ensure that they represent current market values. If
the price of a portfolio security is determined to be materially  different from
its current  market  value,  then such  security will be valued at fair value as
determined by management and approved in good faith by the Board of Trustees.

Debt  securities  with maturities of 60 days or less at the time of purchase are
valued based on the amortized cost.  This involves  valuing an instrument at its
cost initially and, thereafter, assuming a constant amortization to maturity of

                                       19

<PAGE>

any discount or premium,  regardless of the impact of fluctuating interest rates
on the market value of the instrument.

                               DIVIDENDS AND TAXES

The Fund intends to qualify as a regulated investment company under SubChapter M
of the Internal Revenue Code of 1986, as amended (the "Code"). By complying with
the  applicable  provisions of the Code, the Fund will not be subject to Federal
income tax on its net investment income and capital gain net income  distributed
to shareholders.

All income  dividends and capital gain  distributions  are normally  reinvested,
without  charge,   in  additional  full  and  fractional  shares  of  the  Fund.
Alternatively,  investors may choose (1) automatic  reinvestment of capital gain
distributions  in Fund  shares and  payment  of income  dividends  in cash,  (2)
payment of capital gain  distributions  in cash and  automatic  reinvestment  of
dividends  in Fund  shares,  or (3) all capital  gain  distributions  and income
dividends  paid in cash.  The share  price of the  reinvestment  will be the net
asset value of the Fund shares computed at the close of business on the date the
dividend or distribution is paid.  Undeliverable dividend checks returned to the
Fund and  dividend  checks  not  cashed  after  180 days will  automatically  be
reinvested  at the price of the Fund on the day  returned (on or about the 181st
day), and the distribution option will be changed to "reinvest."

At the time of purchase,  the share price of the Fund may reflect  undistributed
income, capital gains or unrealized appreciation of securities.  Any dividend or
capital gain  distribution  paid to a  shareholder  shortly  after a purchase of
shares  will  reduce  the  per  share  net  asset  value  by the  amount  of the
distribution.  Although in effect a return of capital to the shareholder,  these
distributions are fully taxable.

The Fund  generally  pays  dividends  and  distributes  capital  gains,  if any,
annually.

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

Dividends from taxable net investment income and distributions of net short-term
capital gains paid by the Fund are taxable to shareholders  as ordinary  income,
whether received in cash or reinvested in additional shares of the Fund. Part of
these dividends may qualify for the 70% dividends received  deduction  available
to  corporations.  Distributions  of  net  capital  gains  will  be  taxable  to
shareholders as long-term  capital gains,  whether paid in cash or reinvested in
additional  shares,  regardless  of the length of time the investor has held the
shares.

                                       20

<PAGE>

Each January  shareholders  will receive a report of their Federal tax status of
dividends  and  distributions  paid or declared by the Fund during the preceding
calendar  year.  This  statement  will  also  show  whether  and to what  extent
distributions  qualify for the 70%  dividends  received  deduction  available to
corporations.

This  discussion  relates  only  to  generally  applicable  Federal  income  tax
provisions  in effect  as of the date of this  prospectus.  Shareholders  should
consult their tax advisers  about the status of  distributions  from the Fund in
their own states and localities.

                                    THE TRUST

U.S. Global Accolade Funds (the "Trust") is an open-end management investment
company consisting of several separate, diversified portfolios.

The Trust was formed April 16, 1993,  as a business  trust under the laws of the
Commonwealth of Massachusetts. It is a series company authorized to issue shares
without par value in separate series. Shares of the series have been authorized;
each share represents an interest in a separate portfolio. The Board of Trustees
of the Trust has the power to create  additional  portfolios  anytime  without a
vote of shareholders of the Trust.

Under the Trust's First Amended and Restated Master Trust  Agreement,  no annual
or regular  meeting of  shareholders  is  required,  although  the  Trustees may
authorize  special  meetings  from time to time.  Under the terms of the  Master
Trust  Agreement,  the Trust has a staggered Board with terms of at least 25% of
the Trustees expiring every three years. The Trustees serve in that capacity for
six-year terms. Therefore, no shareholder meeting will ordinarily be held unless
otherwise  required by the Investment  Company Act of 1940 (the "1940 Act"). The
Trust will call a meeting of shareholders for purposes of voting on the question
of removal of one or more Trustees when  requested in writing to do so by record
holders  of not  less  than  10%  of  the  Trust's  outstanding  shares,  and in
connection  with such meeting to comply with the  provisions of Section 16(c) of
the Investment Company Act of 1940 relating to shareholder communications.

On any matter submitted to shareholders,  shares of each portfolio entitle their
holder to one vote per share, regardless of the relative net asset value of each
portfolio's  shares.  On matters affecting an individual  portfolio,  a separate
vote of shareholders  is required.  Each  portfolio's  shares are fully paid and
non-assessable by the Trust,  have no preemptive or subscription  rights and are
fully transferable with no conversion rights.

                                       21

<PAGE>

                             MANAGEMENT OF THE FUND

TRUSTEES

The Trust's  Board of Trustees  manages the business  affairs of the Trust.  The
Trustees   establish  policies  and  review  and  approve  contracts  and  their
continuance.  Trustees  also elect the officers and select the Trustees to serve
as executive and audit committee members.

THE SUB-ADVISOR

Effective December 18, 1996, the Advisor and the Trust contracted with Global
Strategic Management, Inc. (the "Sub-Advisor"), 900 Bestgate Road, Suite 405,
Annapolis, Maryland 21401, to serve as Sub-Advisor for the Fund. Mr. Adrian Day,
president of the Sub-Advisor and its controlling shareholder, is the Funds
portfolio manager.

Adrian Day has been managing money since the spring of 1991. He is the editor of
the widely acclaimed investment newsletter, ADRIAN DAY'S INVESTMENT ANALYST, and
has been featured in or has written for many  prestigious  publications  and has
been a featured speaker at investment conferences around the world.

The Sub-Advisor  manages the composition of the portfolio and furnishes the Fund
advice and  recommendations  with respect to its  investments and its investment
program  and  strategy,  subject to the general  supervision  and control of the
Advisor and the Trust's Board of Trustees.  While the Sub-Advisor  does not have
experience  managing a mutual fund portfolio,  it has experience  managing,  and
continues to manage, separate accounts for institutions and wealthy individuals.
Investment decisions for the Fund are made independently of investment decisions
made for other clients.

Advisor and Sub-Advisor  investment personnel may invest in securities for their
own  account  according  to a Code of Ethics  that  establishes  procedures  for
personal investing and restricts certain transactions.

In  consideration  for such  services,  the Advisor pays the  Sub-Advisor a sub-
advisory fee. The Advisor and the Sub-Advisor  share the management fee equally,
except that the  Sub-Advisor's  fee will be subject to downward  adjustments  as
described  in  the  Statement  of  Additional  Information.   The  Fund  is  not
responsible for paying any portion of the Sub-Advisor's fees.

THE INVESTMENT ADVISOR

U.S. Global  Investors,  Inc.,  7900 Callaghan  Road, San Antonio,  Texas 78229,
under an investment  advisory agreement with the Trust dated September 21, 1994,
furnishes  investment  advice and is responsible  for overall  management of the
Trust's business affairs. Frank E. Holmes is Chairman of the Board of

                                       22

<PAGE>

Directors and Chief Executive Officer of the Advisor,  and President and Trustee
of the Trust.  Since  October  1989,  Mr.  Holmes has owned more than 25% of the
voting  stock of the  Advisor  and is its  controlling  person.  The Advisor was
organized  in 1968 and serves as  investment  advisor to U.S.  Global  Investors
Funds  (formerly   United  Services  Funds),  a  family  of  mutual  funds  with
approximately $1.5 billion in assets.

The Advisor provides  management and investment  advisory  services to the Trust
and to the Funds in the Trust. It furnishes an investment  program for the Fund;
determines,  subject  to the  overall  supervision  and  review  of the Board of
Trustees, what investments should be purchased, sold and held; and makes changes
on behalf of the Trust in the investments of the Fund.

Investment decisions for the Fund are made independently from those of other
investment companies advised by U.S. Global Investors, Inc.

The Advisor also provides the Trust with office space,  facilities  and business
equipment  and provides the services of  executive  and clerical  personnel  for
administering  the  affairs of the  Trust.  The  Advisor  pays the  expenses  of
printing  and mailing  prospectuses  and sales  materials  used for  promotional
purposes.

The Advisory Agreement with the Trust provides for the Fund to pay the Advisor a
flat management fee of 1% of the Fund's average net assets.

The Advisor may, out of profits  derived  from its  management  fee, pay certain
financial  institutions  (which may include banks,  securities dealers and other
industry  professionals) a servicing fee for performing  certain  administrative
servicing  functions for Fund shareholders to the extent these  institutions are
allowed to do so by applicable statute,  rule or regulation.  These fees will be
paid  periodically  and will  generally be based on a percentage of the value of
the institutions' client Fund shares.

The transfer  agency  agreement  with the Trust provides for the Fund to pay the
transfer agent an annual fee of $23.00 per account (1/12 of $23.00 monthly).  In
connection with  obtaining/providing  administrative  services to the beneficial
owners of Fund shares through broker-dealers, banks, trust companies and similar
institutions that provide such services and maintain an omnibus account with the
transfer  agent,  the Fund will pay to the transfer agent a monthly fee equal to
one-twelfth  (1/12) of 12.5 basis points  (.00125) of the value of the shares of
the fund held in accounts at the  institutions,  which  payment  will not exceed
$1.92  multiplied by the average daily number of accounts holding Fund shares at
the  institution.  These  fees cover the usual  transfer  agency  functions.  In
addition, the Fund bears certain other transfer agent expenses such as the costs
of  records  retention,  postage,  telephone  and line  charges  (including  the
toll-free service) used by shareholders to contact the transfer agent.  Transfer
agent fees and  expenses,  including  reimbursed  expenses,  are  reduced by the
amount of small  account  charges and account  closing fees paid to the transfer
agent.

                                       23

<PAGE>

   
The transfer agent performs  bookkeeping and accounting  services and determines
the daily net asset  value for the Fund for an  asset-based  fee of 0.03% of the
first 250 million average net assets,  0.02% of the next 250 million average net
assets and 0.01% of average net assets in excess of 500 million -- subject to an
annual minimum fee of $24,000.
    
Additionally,  the  Advisor  is  reimbursed  certain  costs for  in-house  legal
services pertaining to the Fund.

The Fund pays all other expenses for its operations and activities. The expenses
borne by the Fund  include,  among  others,  the  charges  and  expenses  of any
shareholder  servicing  agents;  custodian  fees;  legal and  auditor  expenses;
brokerage   commissions   for   portfolio   transactions;   the  advisory   fee;
extraordinary expenses;  expenses of shareholders and trustee meetings; expenses
for  preparing,  printing,  and  mailing  proxy  statements,  reports  and other
communications  to  shareholders;  and expenses of  registering  and  qualifying
shares for sale.

                            DISTRIBUTION EXPENSE PLAN

Pursuant to Rule 12b-1 under the  Investment  Company Act of 1940,  the Fund has
adopted a distribution  expense plan (the "Plan") under which Fund assets may be
used  to pay  for  or  reimburse  expenditures  in  connection  with  sales  and
promotional  services  related to the  distribution  of Fund  shares,  including
personal services provided to prospective and existing Fund shareholders,  which
include the costs of: printing and  distribution of prospectuses and promotional
materials;  making slides and charts for presentations;  assisting  shareholders
and prospective investors in understanding and dealing with the Fund; and travel
and  out-of-pocket  expenses (e.g.,  copy and long distance  telephone  charges)
related  thereto.  Fund  assets  may be  used  to  pay  for  or  reimburse  such
expenditures  provided the total amount expended  pursuant to this Plan does not
exceed 0.25% of net assets annually.

Under the terms of the Plan the Fund may pay a  servicing  fee of up to 0.25% of
the Fund's average net assets (1/12 of 0.25% monthly) to persons or institutions
for performing  certain servicing  functions for Fund  shareholders.  These fees
will be paid  periodically  and will  generally be based on a percentage  of the
value of Fund shares held by the institution's clients. The Plan allows the Fund
to pay for or reimburse  expenditures  in connection  with sales and promotional
services related to the distribution of Fund shares, including personal services
provided to prospective and existing Fund shareholders. See DISTRIBUTION PLAN in
the Statement of Additional Information.

                             PERFORMANCE INFORMATION

From  time  to  time,  in  advertisements  or  in  reports  to  shareholders  or
prospective shareholders, the Fund may compare its performance,  either in terms
of its yield,  total  return,  or its yield AND total  return,  to that of other
mutual funds

                                       24

<PAGE>

with similar  investment  objectives and to stock or other indices.  Performance
comparisons will not be considered as representative  of the future  performance
of the Fund.

The Fund's average  annual total return is computed by  determining  the average
annual  compounded  rate of return for a specified  period that, if applied to a
hypothetical  $1,000 initial  investment,  would produce the redeemable value of
that investment at the end of the period, assuming reinvestment of all dividends
and  distributions and with recognition of all recurring  charges.  The Fund may
also use a total return for  differing  periods  computed in the same manner but
without annualizing the total return.

The Fund's "yield"  refers to the income  generated by an investment in the Fund
over  a  30-day  or  one-month   period  (the  period  will  be  stated  in  the
advertisement).  Yield is  computed by dividing  the net  investment  income per
share earned during the most recent calendar month by the maximum offering price
per share on the last day of that month. This income is then  "annualized." That
is, the income  generated by the investment  during the 30-day period is assumed
to be generated  each month over a 12-month  period and is shown as a percentage
of the investment.

For purposes of the yield calculation,  interest income is computed based on the
yield to maturity of each debt  obligation.  Dividend  income is computed  based
upon the stated dividend rate of each security in the Fund's portfolio,  and all
recurring charges are recognized.

The standard  total return and yield results do not take into account  recurring
and nonrecurring charges for optional services elected by certain  shareholders;
e.g., nominal fees like the $5 exchange fee. These fees reduce the actual return
realized by shareholders.

                                       25

<PAGE>

                           U.S. GLOBAL ACCOLADE FUNDS

                           SHARES OF THE FUND ARE SOLD
                 AT NET ASSET VALUE WITHOUT SALES COMMISSIONS OR
                                 REDEMPTION FEES

                       Adrian Day Global Opportunity Fund

                               INVESTMENT ADVISOR
                           U.S. Global Investors, Inc.
                               7900 Callaghan Road
                         Mailing Address: P.O. Box 29467
                          San Antonio, Texas 78229-0467

                             INVESTMENT SUB-ADVISOR
                        Global Strategic Management, Inc.
                          900 Bestgate Road, Suite 405
                            Annapolis, Maryland 21401

                                 TRANSFER AGENT
                        United Shareholder Services, Inc.
                                 P.O. Box 781234
                          San Antonio, Texas 78278-1234

                                    CUSTODIAN
                              Bankers Trust Company
                                 16 Wall Street
                            New York, New York 10005

                             INDEPENDENT ACCOUNTANT
                              Price Waterhouse LLP
                         One Riverwalk Place, Suite 900
                            San Antonio, Texas 78205

                                  100% No Load

                       Be Sure to Retain This Prospectus.
                        It Contains Valuable Information.


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