U S GLOBAL ACCOLADE FUNDS
497, 1997-03-20
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                           U.S. GLOBAL ACCOLADE FUNDS
    
                               BONNEL GROWTH FUND

   
                                P.O. BOX 781234
                         SAN ANTONIO, TEXAS 78278-1234
    
                        1-800-US-FUNDS (1-800-873-8637)
                (INFORMATION, SHAREHOLDER SERVICES AND REQUESTS)

                        INTERNET: HTTP://WWW.USFUNDS.COM

                                   PROSPECTUS

   
                                FEBRUARY 3, 1997
                             AMENDED MARCH 20, 1997
    

This prospectus  presents  information  that a prospective  investor should know
about the Bonnel Growth 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 3, 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 upon
request  at  the  address   set  forth   above  or  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
FINANCIAL HIGHLIGHTS.................          3
INVESTMENT OBJECTIVES AND
CONSIDERATIONS.......................          5
OTHER INVESTMENT PRACTICES...........          6
RISK FACTORS.........................          9
HOW TO PURCHASE SHARES...............         10
HOW TO EXCHANGE SHARES...............         13
HOW TO REDEEM SHARES.................         15
HOW SHARES ARE VALUED................         20
DIVIDENDS AND TAXES..................         21
THE TRUST............................         22
MANAGEMENT OF THE FUND...............         23
DISTRIBUTION EXPENSE PLAN............         26
PERFORMANCE INFORMATION..............         27

                          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.......... $ 5.00
     Account Closing Fee (does not
        apply to exchanges)............... $10.00
     Trader's Fee (shares held less
        than 30 days).....................  0.25%
ANNUAL FUND OPERATING EXPENSES
  (AS A PERCENTAGE OF AVERAGE NET
  ASSETS)(1)
     Management and Administrative
        Fees..............................  1.00%
     12b-1 Fees...........................  0.25%
     Other Expenses, including
        Transfer Agency
        and Accounting Service
        Fees..............................  0.58%
     Total Fund Operating Expenses
        (net of waivers and
        reimbursements)...................  1.83%

                                       2
<PAGE>
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.

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...............................  $  29
     3 years..............................  $  67
     5 years..............................  $ 108
     10 years.............................  $ 219

The Hypothetical  Example is based upon the Fund's historical 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 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  that  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.

                              FINANCIAL HIGHLIGHTS

The  following  per share  data and ratios  for a share of  beneficial  interest
outstanding  throughout the period ended  September 30, 1995, and the year ended
September 30, 1996, have been audited by Price Waterhouse LLP,

   
- ------------
(1) Annual Fund Operating Expenses and the Hypothetical Example are based on the
    Fund's  historical  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 Bonnel,  Inc. (the  "Sub-Advisor")  for serving as
    sub-advisor.   Please refer to the section entitled  MANAGEMENT OF THE FUNDS
    for further information.
    

                                       3
<PAGE>
the Fund's  independent  accountants.  The related financial  statements and the
report of independent  accountants are included in the Fund's 1996 Annual Report
to  Shareholders  and are  incorporated  by  reference  into  the  Statement  of
Additional Information ("SAI"). In addition to the data set forth below, further
information  about the performance of the Fund is contained in the SAI which may
be obtained without charge.

Selected  data for a capital  share  outstanding  throughout  each  period is as
follows:

                                         FOR THE YEAR      OCT. 17, 1994*
                                            ENDED                TO
                                        SEPT. 30, 1996     SEPT. 30, 1995
                                        --------------     --------------
Per Share Operating Performance:
Net asset value, beginning of
  period.............................      $  14.81           $  10.02
                                        --------------     --------------
     Net investment loss.............         (0.14)             (0.07)(a)
     Net realized and unrealized gain
        on investments...............          3.13               4.91
                                        --------------     --------------
Total from investment operations.....          2.99               4.84
                                        --------------     --------------
Dividends and distributions:
     Dividends in excess of net
        investment income............       --                   (0.05)
     Distributions in excess of net
        realized gains...............         (0.65)           --
                                        --------------     --------------
Total dividends and distributions....         (0.65)             (0.05)
                                        --------------     --------------
Net asset value, end of period.......      $  17.15           $  14.81
                                        ==============     ==============
Total Investment Return(b)...........         21.27%             48.74%
Ratio/Supplemental Data:
Net assets, end of period (in
  thousands).........................      $ 90,696           $ 24,673
Ratio of expenses to average net
  assets.............................          1.83%              2.48%(c)
Ratio of net income to average net
  assets.............................         (1.32)%            (1.46)%(c)
Portfolio turnover...................           212%               145%
Average commission rate paid.........      $   0.07                N/A

See accompanying notes to Financial Statements.

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

(a)  Net of expense reimbursements and fee waivers.

(b)  Total return does not reflect the effect of account fees.

(c)  Annualized ratio is net of fee waivers.  Had such  reimbursements  not been
     made, the annualized expense ratio in effect during the period,  subject to
     the most  restrictive  state  limitation,  would  have  been  2.50% and the
     annualized net investment income ratio would have been (1.52)%.

* Commencement of operations.

                                       4
<PAGE>
                    INVESTMENT OBJECTIVES AND CONSIDERATIONS

The  investment  objective  of the Bonnel  Growth Fund (the "Fund") is long-term
growth of capital. Current income is not an objective and any income received is
incidental.  The Fund seeks this  growth by  investing  primarily  in the common
stocks of domestic  and foreign  issuers.  The Fund does not intend to invest in
fixed income  securities  other than money market  instruments  and  convertible
bonds.  There  is no  assurance  that  the  Fund  will  achieve  its  investment
objective.  Neither the  investment  objective  nor the  investment  policy is a
fundamental   policy,  and  the  Board  of  Trustees  may  change  them  without
shareholder approval. However, shareholders will be notified in writing at least
30 days before any material change to either the Fund's investment  objective or
its investment policy.

Common  stocks will be selected  that meet  certain  fundamental  and  technical
selection  standards  which, in the  Sub-Advisor's  opinion,  have  appreciation
potential.  The Fund  expects  to focus its  investments  on  mid-capitalization
companies with market capitalizations of around $1 billion. However, the Fund is
not limited to mid-capitalization stocks and will also invest in large and small
capitalization  companies.  Fundamental investment criteria include, but are not
limited to, earnings figures, equity ownership by management, market leadership,
strong  management,  price to earnings  ratios,  debt to equity ratios,  and the
general  growth  prospects of the issuer.  Common  stocks will not be eliminated
simply  because  they  do  not  pay  a  current  dividend.  Technical  selection
considerations  include,  but are not  limited  to,  stock  price  movement  and
magnitude of trading volume.  These criteria may lead the Fund to invest more or
less of its assets in specific  industries as market conditions  change, but the
Fund does not focus its  investments  in any particular  industry.  The Fund may
invest in securities traded on domestic or foreign  exchanges,  quoted on NASDAQ
or traded on the domestic or foreign  over-the-counter  markets. The Sub-Advisor
is not obligated to conform to any particular  fundamental or technical standard
of selection  or to the ranking of such  standards.  Standards of selection  and
their ranking will vary according to the Sub-Advisor's judgment.

The Sub-Advisor intends to stay fully invested in such stocks, regardless of the
movement of stock prices generally.  Under normal market conditions, the Fund is
required  to have at  least  80% of the  value of its  total  assets  in  equity
securities. Of that 80%, no more than 5% may consist of preferred stock or bonds
convertible into common stock. The remainder of the portfolio may be invested in
money market  instruments to provide liquidity,  purchase portfolio  securities,
pay redemptions and meet other demands for cash. When the Sub-Advisor determines
that market conditions warrant,  the Fund may invest up to 100% of its assets in
money market instruments for temporary defensive purposes.

                                       5
<PAGE>
The Fund may  invest up to 25% of its total  assets in common  stocks  and other
equity securities of foreign issuers,  but only if they are listed on a domestic
or  foreign  exchange,  quoted on NASDAQ or traded on the  domestic  or  foreign
over-the-counter  market. See RISK FACTORS in this prospectus.  As a part of the
25%  limitation,  no more than 5% of the Fund's net assets  will be  invested in
securities  of issuers  domiciled in countries  considered  by the Advisor to be
emerging markets.

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

                           OTHER INVESTMENT PRACTICES

As a fundamental policy, which 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

                                       6
<PAGE>
     such   borrowings)   when  deemed   desirable  or   appropriate  to  effect
     redemptions, provided that the Fund will not purchase additional securities
     while borrowings exceed 5% of the Fund's 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.  The  Fund's  historical  portfolio  turnover  ratio is
presented in the  FINANCIAL  HIGHLIGHTS  section of this  prospectus.  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 paid 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 cases,  the Board of Trustees will review the
commissions  paid  by the  Fund  to  determine  if  the  commissions  paid  over
representative  periods are reasonable in relation to the benefits obtained. The
advisory fee of the Advisor would not be reduced  because 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.

The Fund  executes  most of its  transactions  through a small  group of broker-
dealers selected for their ability to provide  brokerage and research  services.
The Fund may occasionally purchase securities that are not listed on a

                                       7
<PAGE>
national  securities exchange or quoted on NASDAQ, but are instead traded in the
over-the-counter   market.   With  respect  to  transactions   executed  in  the
over-the-counter  market,  the Fund  will  usually  deal  through  its  selected
broker-dealers and pay a commission on such transactions. The Fund believes that
the execution and brokerage  services it receives justify use of  broker-dealers
in  these  over-the-counter  transactions.  See  PORTFOLIO  TRANSACTIONS  in the
Statement of Additional Information.

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  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.

REPURCHASE AGREEMENTS

The Fund may invest part 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 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  before  liquidation.  To reduce the risk of loss,  the Fund will enter
into repurchase agreements only with institutions and dealers which the Board of
Trustees considers creditworthy.

                                       8
<PAGE>
PUT AND CALL OPTIONS

The Fund may  purchase  or sell call  options  and may  purchase  put options on
individual  securities  and on equity  indexes.  The Fund will not  purchase any
option if, immediately afterwards, the aggregate market value of all outstanding
options  purchased  and written by the Fund would  exceed 5% of the Fund's total
assets.  For a more  complete  discussion,  see  PUT  AND  CALL  OPTIONS  in the
Statement of Additional Information.

                                  RISK FACTORS

EQUITY PRICE FLUCTUATIONS

Equity  securities are subject to price  fluctuations  depending on a variety of
factors including market, business and economic conditions. Investment in growth
stocks can involve  special risks.  In seeking long term growth of capital,  the
Fund may often purchase common stock of small- and  medium-size  companies which
may be unseasoned, the stock of which often fluctuates in price more than common
stocks of larger,  more mature  companies  such as many of those included in the
Dow Jones  Industrial  Average.  Therefore,  an investor  should expect that the
share  price of the Fund will  often be more  volatile,  in both "up" and "down"
markets, than most of the popular stock averages.

FOREIGN SECURITIES

Investment  in foreign  securities  may  involve  risks not  present in domestic
investment.  These include  fluctuating  exchange  rates;  the fact that foreign
issuers  may be subject to  different,  and in some  cases,  less  comprehensive
accounting,  financial  reporting  and  disclosure  standards  than are domestic
issuers;  the risk of adverse changes in foreign  investment or exchange control
regulations;  volatile currency markets; expropriation or confiscatory taxation;
political  or  financial  instability;  or other  developments  which can affect
investments.  For more  detailed  information,  see  FOREIGN  SECURITIES  in the
Statement of Additional Information.

PUTS AND CALLS

The Fund may  purchase  or sell call  options  and may  purchase  put options on
individual  securities and on equity  indexes.  If the Fund sells a covered call
option and the securities owned by the Fund appreciate above the option's strike
price,  the Fund will  generally  be asked to deliver the  security,  which will
prevent the Fund from receiving the benefit of any price  appreciation above the
strike price. When purchasing call options the Fund will realize a loss equal to
all or a part of the premium paid for the

                                       9
<PAGE>
option if the price of the underlying security decreases or does not increase by
more than the premium before the call option's  expiration.  When purchasing put
options the Fund will  realize a loss equal to all or a part of the premium paid
for the option if the price of the  underlying  security  increases  or does not
decrease by more than the premium before the put option's expiration.

                             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 Investment
Plan(R)  (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.  Management may waive
the minimum  initial or subsequent  investment  requirement  for purchases  made
through qualifying broker-dealers or certain institutional programs.
    
YOU MAY INVEST IN THE FOLLOWING WAYS:

BY MAIL

Send your application and check, made payable to the Bonnel Growth 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

                                       10
<PAGE>
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.
    
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

                                       11
<PAGE>
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 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

                                       12
<PAGE>
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  that  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.

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.

                                       13
<PAGE>
                HIGH REWARD  China Region Opportunity Fund
                  HIGH RISK  Regent Eastern European Fund
                             U.S. Gold Shares Fund
                             U.S. World Gold Fund
                             U.S. Global Resources Fund
                             Adrian Day Global Opportunity Fund
                             Bonnel Growth Fund
            MODERATE REWARD  U.S. Real Estate Fund
              MODERATE RISK  U.S. All American Equity Fund
                             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.

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.

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. ("USSI"
     or the  "Transfer  Agent")  for  each  exchange  out of any  fund  account.
     Retirement accounts administered by the Advisor or its agents are

                                       14
<PAGE>
     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 Bonnel  Growth  Fund of shares held less than 30
     days are subject to a trader's fee. See TRADERS FEE PAID TO FUND.

     (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.

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
    
                                       15
<PAGE>
   
     (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
Investors  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 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

                                       16
<PAGE>
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
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.

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  to the Trust and its  shareholders.  No  account
closing fee or redemption  fee will be charged to investors  whose  accounts are
closed under this provision.

                                       17
<PAGE>
TRADER'S FEE PAID TO FUND

A trader's  fee of 25 basis  points or 0.25% 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
involuntarily redeemed accounts.
    
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
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

                                       18
<PAGE>
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 ("ST&FC"),  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.

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.

                                       19
<PAGE>
                             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 between 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
any discount or premium,  regardless of the impact of fluctuating interest rates
on the market value of the instrument.

                                       20
<PAGE>
                              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
income  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,  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 income 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 his
shares.

                                       21
<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;
shares of each series represent 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.  The Trustees serve for six-year
terms. 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.

                                       22
<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  September 21, 1994, the Advisor and the Trust contracted with Bonnel,
Inc.  to serve as  Sub-Advisor  for the  Fund.  Mr.  Arthur  Bonnel  formed  the
Sub-Advisor,  a registered  investment  advisor.  Mr. Bonnel,  who serves as the
Fund's portfolio manager,  has been managing money since 1970 and was previously
the portfolio manager of a successful mutual fund for more than five years.

The Sub-Advisor,  located at P.O. Box 649, Reno, Nevada, 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. The Advisor and Sub-Advisor share the management fee equally,  subject
to a minimum  sub-advisory fee and various offsetting  adjustments.  The Fund is
not responsible for paying the Sub-Advisor's fee.

Advisor and Sub-Advisor  investment personnel may invest in securities for their
own  accounts  according  to a code of ethics that  establishes  procedures  for
personal investing and restricts certain transactions.
   
Mr. Bonnel served as the portfolio  manager of the MIM Stock  Appreciation  Fund
from August 1987 through May 1994.  On February  28,  1994,  that fund had $60.1
million in net assets.  However, the MIM Stock Appreciation Fund is no longer in
existence.  As portfolio manager of the MIM Stock  Appreciation Fund, Mr. Bonnel
had full  discretionary  authority  over the selection of  investments  for that
fund. Average annual returns for the one-year,  three-year and five-year periods
ended February 28, 1994, compared
    

                                       23
<PAGE>
with the  performance  of the Standard & Poor's 500 Composite  Stock Price Index
were:

                                        THE MIM STOCK
                                        APPRECIATION       S&P 500
                                         FUND(A)(B)        INDEX(C)
                                        -------------      --------
One Year................................     21.58%           8.31%
Three Years.............................     20.80           11.61
Five Years..............................     20.64           13.64

- ----------------------
     (a)  Average  annual  total  return  reflects  changes in share  prices and
          reinvestment  of  dividends  and  distributions  and is  net  of  fund
          expenses.

     (b)  The expense ratio of the MIM Stock Appreciation Fund from 1988 through
          1993  ranged  from a high of  3.05% in 1988 to a low of 2.47% in 1993.
          The  expense  ratio of the  Bonnel  Growth  Fund  for the  year  ended
          September 30, 1996, was 1.83%.

     (c)  The Standard & Poor's 500 Composite  Stock Price Index is an unmanaged
          index of common stocks generally  representative  of the United States
          stock  market.  The  index is  adjusted  to  reflect  reinvestment  of
          dividends.

Historical performance is not an indication of future performance. The MIM Stock
Appreciation  Fund was a separate fund,  and its  historical  performance is not
indicative of the potential  performance of the Bonnel Growth Fund. Share prices
and investment  returns will  fluctuate  reflecting  market  conditions and also
changes in company-specific fundamentals of portfolio securities.

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 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. The Advisor  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,

                                       24
<PAGE>
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 USSI
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. For the fiscal year ending September 30, 1996, the Fund paid USSI a total
of $115,740 for transfer agency, lock box and printing services.
   
The transfer agent performs  bookkeeping and accounting  services and determines
the daily net asset  value for the Fund for a fee based upon  assets and subject
to an annual minimum fee of $35,000.
    

                                       25
<PAGE>
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.

                                       26
<PAGE>
                            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 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.
    
                                       27

<PAGE>
                           U.S. GLOBAL ACCOLADE FUNDS

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

                               Bonnel Growth Fund

   
                               INVESTMENT ADVISOR
                          U.S. Global Investors, Inc.
                              7900 Callaghan Road
                        Mailing Address: P.O. Box 781234
                         San Antonio, Texas 78278-1234
    

                             INVESTMENT SUB-ADVISOR
                                  Bonnel, Inc.
                                  P.O. Box 649
                               Reno, Nevada 89504

                                 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 ACCOUNTANTS
                              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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