U S GLOBAL ACCOLADE FUNDS
N-30D, 1997-05-22
Previous: BASS MANAGEMENT TRUST, SC 13D/A, 1997-05-22
Next: U S GLOBAL ACCOLADE FUNDS, 497, 1997-05-22




[GRAPHIC:  FULL-LENGTH  PHOTO  OF  ART  BONNEL  W/NEWSPAPER  FUND  TABLE  IN THE
BACKGROUND]

                               BONNEL GROWTH FUND

                       ---------------------------------
                       SEMI-ANNUAL REPORT MARCH 31, 1997
                       ---------------------------------
<PAGE>
U.S. Global Investors

           ------------------
           Bonnel Growth Fund
           Semi-Annual Report
           ------------------

           March 31, 1997
           (Unaudited)

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

                    Letter to Shareholders ............    1

                    Investment Manager Perspective ....    2

                    Portfolio of Investments ..........    5

                    Statement of Assets and Liabilities    9

                    Statement of Operations ...........   10

                    Statement of Changes in Net Assets    11

                    Notes to Financial Statements .....   12

                    Financial Highlights ..............   16

- ----------

For more  information,  including charges and expenses,  call  1-800-US-FUNDS or
visit us on the Web at  www.usfunds.com.  Please read the  prospectus  carefully
before investing;  it details the special risks,  including political,  currency
and economic  risks,  of investing in emerging  markets.  U.S. stands for United
Services. Past performance is no guarantee of future results. Investment returns
and  principal of accounts in non-money  market funds may  fluctuate so that you
have a gain or loss when you sell shares.

Lipper Analytical Services ranked the U.S. Government Securities Savings Fund #5
and #1 for  the  one-and  five-year  periods  ended  3/31/97  out of 115  and 79
government money market funds,  respectively.  Like all other mutual funds, Fund
shares are not  backed by the U.S.  government  or its  agencies;  however,  the
securities  it invests in are.  The Fund is managed to  maintain a stable $1 per
share value, though there is no assurance it will be able to do so.

Must be preceded or accompanied by a current prospectus.

<PAGE>

[GRAPHIC:  PHOTO OF FRANK E. HOLMES, CEO ON UPPER RIGHT CORNER]

Dear Shareholder,

Thank you for  investing  with the Bonnel  Growth Fund,  one of the exciting and
dynamic funds in the U.S. Global Investors  family.  On the following pages, Art
Bonnel  shares with you his insights on the markets and his Fund's  performance.

As new opportunities  have opened up worldwide,  we have expanded our investment
focus and changed our name  accordingly.  Our company and our fund family,  once
known as United  Services,  have taken the new name U.S. Global  Investors.  The
names of the individual funds will remain the same. 

These new opportunities  have inspired us to open several new funds for you. The
Adrian Day Global  Opportunity Fund invests for growth in blue-chip and emerging
companies  throughout the world.  And the Regent Eastern European Fund seeks out
the most  promising  investments  in Eastern Europe and the former Soviet Union.

It's easy to open a new account in these funds or to  exchange  into them.  It's
just as easy to open a new  account in the U.S.  Government  Securities  Savings
Fund, which is again ranked #1 by Lipper for five-year  performance.  In today's
market  environment,  a fund like this can help protect your profits and savings
from market  downturns  while still  earning you one of the highest money market
yields available in America. 

Ideal for the long-term investor, the Bonnel Growth Fund has great potential for
superior long-term performance. Remember that its growth strategy works best for
patient  investors  willing  to  stay  invested  through  inevitable  short-term
corrections.  

If you would like to add to your account,  it takes no more than a phone call to
do so. Just call  1-800-US-FUNDS or 1-800-873-8637 to make a telephone purchase.
Thank you for investing with U.S. Global Investors. 

Sincerely yours,


/s/ FRANK HOLMES
Frank Holmes
Chairman & CEO

P.S.  Another way to temper market  corrections is the ABC  Investment  Plan(R).
This  dollar-cost  averaging  method helps you buy more shares when they are "on
sale,"  and it  removes  the  necessity  and the risk of  timing  your  purchase
properly.  Of course, no investment  program can guarantee a profit. If you sell
at bottom, no system will give you a gain. The ABC Investment Plan(R),  however,
works best in times like these by assuring  that you  purchase  more shares when
they cost less. 

                                                                               1
<PAGE>

BONNEL GROWTH FUND SEMI-ANNUAL REPORT 
FOR THE PERIOD ENDED MARCH 31, 1997

The past six months have been turbulent for both the stock market and the Bonnel
Growth Fund.  For the six months  ended March 31, 1997,  the Fund's total return
was -9.41% vs. +11.24% for the S&P 500 and -0.24% for the Russell 2000 index. It
appears that most of the dollars  flowing into mutual funds are going into index
or large-cap funds and not growth funds. Growth may be out of favor for now, but
it will come back.  

We are pleased to report  that the Fund had assets of $84.3  million as of March
31 and our  expense  ratio  is now  down to an  annualized  1.75%.  This is very
positive for shareholders,  since fixed costs are being spread out over a larger
asset  base,  thus  reducing  the  cost to each  investor.

The Fund has a high  weighting  in  growth-oriented  technology,  retailing  and
healthcare  issues.  We seek out companies  which,  in our opinion,  have strong
growth potential and because of that our analysis continues to uncover stocks in
these dynamic  industries.  Sears Roebuck,  which we have held since April 1995,
has  continued to reward us. The Fund  received  the  Allstate  spin-off and the
stock of Sears is still  near its high.  Merck & Co.  has been in the  portfolio
since October 1995 and is also  continuing to do well.  Merck's  prospects  look
good because of new drugs coming to market and the aging of the U.S. population.

Then of course  there is  technology.  One of our larger  holdings,  Intel,  was
initially purchased in October 1996 and still shows great earnings and prospects
for the  future.  It also  is a very  liquid  stock  which  other  institutional
investors are seeking out in this market environment.

The Fund looks at most  industries in an effort to capitalize on what we believe
are undervalued situations.  As an example, in January of this year we purchased
some shares of McDonald's.  A fast-food company with international  exposure, it
is one of the best long-term growth companies in the market. As you look through
the  report you will see some of the other  diversification  the Fund has taken.
Remember that while our focus has generally been on  technology,  healthcare and
retail, our objective is growth. We look at all companies, large and small, with
a focus on mid-cap  companies to achieve that  objective to the greatest  extent
possible.  


2
<PAGE>

[GRAPHIC:  PIE CHART CREATED WITH THE FOLLOWING DATA]

TOP SECTORS BASED ON TOTAL INVESTMENTS

INDUSTRY                                                              PERCENT

Technology ....................................................        37.35%
Chemicals, Pharmaceuticals, & Health Care .....................        20.17%
Retailing .....................................................         6.38%
Other .........................................................        36.10%
Total Investments .............................................       100.00%

[END OF CHART]

The volatility in 1997 has made investing difficult and has made diversification
and risk management even more important. The Dow Jones Industrial Average peaked
at 7085.16 on March 11 and then fell almost 10% by early  April.  The NASDAQ did
even  worse,  peaking  in January  at  1388.06  and  falling to 1206.90 in early
April--a 13.05% decline.  Yet when the market  corrects,  some stocks can become
the  bargains  of the next bull  market.  We will  continue  to search for these
bargains.  The  important  thing to remember is no one knows  exactly  where the
bottom will be, so it is important to take advantage of  low-priced,  high-value
stocks and not try to get them at their very lowest.  Time will work in favor of
the patient investor. 

You have a large  choice of funds to choose from in today's  marketplace,  and I
would like to thank you for choosing us and for placing your  confidence in U.S.
Global  Investors.  We will  continue to work hard in our effort to find what we
consider good quality  investments  for the portfolio.  Thank you again for your
support.


/s/ ARTHUR J. BONNEL
Arthur J. Bonnel
Portfolio Manager

                                                                               3
<PAGE>

                   ------------------------------------------
                   TOP 10 HOLDINGS BASED ON TOTAL INVESTMENTS
                   ------------------------------------------
                      EXXON CORPORATION ........       3.84%
                      Petroleum Refining
                   ..........................................
                      THE CLOROX COMPANY .......       3.33%
                      Chemical & Allied Prod
                   ..........................................
                      COLGATE-PALMOLIVE COMPANY        2.96%
                      Chemical & Allied Prod
                   ..........................................
                      ELI LILLY AND COMPANY ....       2.93%
                      Chemical & Allied Prod
                   ..........................................
                      MICROSOFT CORPORATION ....       2.72%
                      Business Services
                   ..........................................
                      AVERY-DENNISON CORPORATION       2.51%
                      Chemical & Allied Prod
                   ..........................................
                      MERCK & COMPANY, INC. ....       2.50%
                      Chemical & Allied Prod
                   ..........................................
                      CHEVRON CORPORATION ......       2.48%
                      Petroleum Refining
                   ..........................................
                      INTEL CORPORATION ........       2.48%
                      Electronics/Elect. Equip 
                   ..........................................
                      DELL COMPUTER CORPORATION        2.41%
                      Industrial/Computer Equip 
                   ..........................................
                      OTHER ....................      71.84%

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

4
<PAGE>

<TABLE>
<CAPTION>

PORTFOLIO OF INVESTMENTS 
                                                                  MARCH 31, 1997

                                                SHARES         VALUE
COMMON STOCKS   99.09%
<S>                                             <C>        <C>
APPAREL & OTHER FINISHED PRODUCTS   1.83%
Dress Barn, Inc. ........................        10,000    $   168,750*
Jones Apparel Group, Inc. ...............        30,000      1,113,750*
Tommy Hilfiger Corporation ..............         5,000        261,250*
                                                           -----------
                                                             1,543,750
BUSINESS SERVICES 8.81%
Activision, Inc. ........................        15,000        168,750*
Boole & Babbage, Inc. ...................        20,000        475,000*
DSP Group Inc. ..........................        10,000         92,500*
Electronics for Imaging, Inc. ...........        10,000        398,750*
Hyperion Software Corporation ...........        20,000        330,000*
Keane, Inc. .............................         5,000        164,375*
Manugistics Group, Inc. .................         5,000        182,500*
Microsoft Corporation ...................        25,000      2,292,188*
Project Software & Development ..........        30,000        960,000*
Seattle Filmworks Inc. ..................        15,000        165,000*
Shared Medical Systems ..................        10,000        465,000
Sun Microsystems, Inc. ..................        50,000      1,443,750*
Systems & Computer Technology Corporation        15,000        290,625*
                                                           -----------
                                                             7,428,438

CHEMICAL & ALLIED PRODUCTS  17.31%
Avery-Dennison Corporation ..............        55,000      2,117,500
Avon Products, Inc. .....................        35,000      1,837,500
Colgate-Palmolive Company ...............        25,000      2,490,625
Eli Lilly and Company ...................        30,000      2,467,500
Helen of Troy Ltd. ......................         5,000        118,750*
Medco Research Inc. .....................        15,000        120,000*
Merck & Company, Inc. ...................        25,000      2,106,250
NBTY, Inc. ..............................        35,000        529,375*
The Clorox Company ......................        25,000      2,803,125
                                                           -----------
                                                            14,590,625

DURABLE GOODS-WHOLESALE  3.78%
Act Manufacturing Inc. ..................        40,000        830,000*
Borg-Warner Automotive, Inc. ............         5,000        213,125
Harmonic Lightwaves, Inc. ...............        20,000        275,000*
Martin Marietta Materials, Inc. .........        15,000        386,250
W.W. Grainger, Inc. .....................        20,000      1,480,000
                                                           -----------
                                                             3,184,375
EATING AND DRINKING PLACES  1.99%
Cracker Barrel Old Country Store ........        10,000        261,250
McDonald's Corporation ..................        30,000      1,417,500
                                                           -----------
                                                             1,678,750

                                                                               5
<PAGE>


PORTFOLIO OF INVESTMENTS                                          MARCH 31, 1997

                                                SHARES         VALUE

ELECTRIC, GAS & SANITARY SERVICES  1.19%
AES Corporation .........................        10,000    $   560,000*
Superior Services, Inc. .................        20,000        445,000*
                                                           -----------
                                                             1,005,000
ELECTRONICS/ELECTRICAL EQUIPMENT  13.93%
ADC Telecommunications, Inc. ............        70,000      1,881,250*
American Power Conversion Corp. .........        20,000        432,500*
ANADIGICS, Inc. .........................        30,000        810,000*
Boston Technology, Inc. .................        40,000        755,000*
Coherent Communications System ..........        50,000        862,500*
Detection Systems, Inc. .................         5,000         87,500*
ECI Telecommunications ..................         5,000         92,500
ESS Technology, Inc. ....................        30,000        727,500*
Hutchinson Technology, Inc. .............        51,000      1,453,500*
Intel Corporation .......................        15,000      2,086,875
Micrel, Inc. ............................        10,000        290,000*
Moog, Inc. ..............................         3,000         70,125*
MRV Communications Inc. .................         5,000        111,250*
P-COM, Inc. .............................        40,000      1,040,000*
Plexus Corporation ......................        30,000        885,000*
Vari-L Company, Inc. ....................        20,000        160,000*
                                                           -----------
                                                            11,745,500

FABRICATED METALS 4.24%
Illinois Tool Works, Inc. ...............        20,000      1,632,500
Snap-On, Inc. ...........................        30,000      1,162,500
Tower Automotive, Inc. ..................        20,000        780,000*
                                                           -----------
                                                             3,575,000

HEALTH SERVICES  2.97%
Columbia/HCA Healthcare Corp. ...........        20,000        672,500
Express Scripts, Inc. Class "A" .........         5,000        178,750*
Patterson Dental Company ................         5,000        170,000*
Pediatrix Medical Group Inc. ............        20,000        657,500*
RehabCare Group, Inc. ...................        35,000        826,875*
                                                           -----------
                                                             2,505,625

INDUSTRIAL/COMPUTER EQUIPMENT 14.59%
Applied Magnetics Corp. .................        35,000        988,750*
Baker Hughes, Inc. ......................        10,000        383,750
Compaq Computer Corporation .............        25,000      1,915,625*
Comverse Technology, Inc. ...............        15,000        592,500*
DT Industries, Inc. .....................        20,000        525,000
Dell Computer Corporation ...............        30,000      2,028,750*
Digital Link Corporation ................        10,000        125,000*
ENCAD, Inc. .............................        20,000        597,500*



6
<PAGE>


PORTFOLIO OF INVESTMENTS                                          MARCH 31, 1997

                                                 SHARES        VALUE

INDUSTRIAL/COMPUTER EQUIPMENT   14.59% (continued)
Minnesota Mining & Manufacturing Co. ....        20,000    $ 1,690,000
Selas Corporation of America ............         3,000         48,000
Smart Modular Tech Inc. .................        10,000        237,500*
Smith International Inc. ................        25,000      1,140,625*
Valmont Industries ......................        20,000        780,000
Varco International Inc. ................        50,000      1,250,000*
                                                           -----------
                                                            12,303,000

MEASURING INSTRUMENTS/PHOTO GOODS  2.78%
Datum, Inc. .............................        25,000        362,500*
II-VI, Inc. .............................        70,000      1,732,500*
MTS Systems Corporation .................         5,000        110,000
Wireless Telecom Group ..................        15,000        140,625
                                                           -----------
                                                             2,345,625

PETROLEUM REFINING  6.31%
Chevron Corporation .....................        30,000      2,088,750
Exxon Corporation .......................        30,000      3,232,500
                                                           -----------
                                                             5,321,250

PRIMARY METAL INDUSTRIES  1.05%
AFC Cable Systems .......................        10,000        207,500*
Engelhard Corporation ...................         5,000        105,000
Lone Star Technologies, Inc. ............        30,000        570,000*
                                                           -----------
                                                               882,500

PRINTING/PUBLISHING  3.71%
Analytical Surveys, Inc. ................        10,000        106,250*
Consolidated Graphics Inc. ..............        70,000      2,003,750*
McGraw-Hill Companies, Inc. .............        20,000      1,022,500
                                                           -----------
                                                             3,132,500

RETAIL  6.38%
Alberto-Culver Company ..................        20,000        445,000
Amerisource Health Corporation ..........        20,000        875,000*
Dollar Tree Stores, Inc. ................        25,000        925,000*
Safeway, Inc. ...........................        35,000      1,623,125*
Sears, Roebuck and Company ..............        30,000      1,507,500
                                                           -----------
                                                             5,375,625

SECURITY & COMMODITY BROKERS  1.88%
Bear Stearns Companies, Inc. ............        15,750        413,437
Charles Schwab Corporations .............        35,000      1,115,625
Investment Technology Group .............         3,000         57,000*
                                                           -----------
                                                             1,586,062


                                                                               7
<PAGE>


PORTFOLIO OF INVESTMENTS                                          MARCH 31, 1997

                                                 SHARES         VALUE
TEXTILE MILL PRODUCTS   1.36%
Interface Inc. ..........................         3,000    $    75,188
Russel Corporation ......................        30,000      1,072,500
                                                           -----------
                                                             1,147,688

MISCELLANEOUS  4.98%
Anchor Gaming
   (Amusement & Recreation Services) ....        35,000        975,625*
Brightpoint, Inc. 
   (Communications) .....................        12,500        203,125*
DeVry, Inc. 
   (Educational Services) ...............        15,000        330,000*
Ducommun Inc. 
    (Transportation Equipment) ..........        10,000        243,750*
Home Depot, Inc. 
    (Building Materials) ................        30,000      1,605,000
Oceaneering International, Inc. 
    (Oil and Gas Extraction) ............        20,000        312,500*
Owens-Illinois, Inc. 
    (Stone, Clay, Glass, Concrete) ......        20,000        492,500*
Southwall Technologies Inc. 
    (Rubber & Miscellaneous Plastics) ...         5,000         33,125*
                                                           -----------
                                                             4,195,625
                                                           -----------
TOTAL COMMON STOCKS (cost $85,029,512) ..                   83,546,938


                                               PRINCIPAL
                                                AMOUNT
REPURCHASE AGREEMENT   .87%

Joint Repurchase   Agreement    Account,
     6.50%    3/31/97,    due    4/1/97,
     repurchase      price     $729,692,
     collateralized   by   $752,660   of
     allocated portions of U.S. Treasury
     Note, 5%, 1/31/99 and U.S. Treasury
     Bonds, 6.625% to 7.625%, 2/15/25 to
     2/15/27,    plus   the   associated
     interest,    (cost $729,692)           $   729,692        729,692

TOTAL INVESTMENTS   99.96%
  (cost $85,759,204)                                        84,276,630
Other assets and liabilities, net .04%                          30,617
                                                           -----------

NET ASSETS   100%                                          $84,307,247
                                                           ===========


- ----------
* Non-income producing security.

See accompanying notes to financial statements.

8
<PAGE>


STATEMENT OF ASSETS AND LIABILITIES                               MARCH 31, 1997


ASSETS
   Investments, at value (identified cost of $85,759,204) .....    $ 84,276,630
   Cash .......................................................           3,033
   Receivables:
      Dividends ...............................................          24,700
      Interest ................................................             132
      Capital shares sold .....................................         486,789
   Other ......................................................          10,982
                                                                   ------------
   Total Assets ...............................................      84,802,266
                                                                   ------------

LIABILITIES
   Payables:
      Capital shares redeemed .................................         374,785
      To manager and affiliates ...............................          17,065
      Accounts payable and accrued expenses ...................         103,169
                                                                   ------------
   Total Liabilities ..........................................         495,019
                                                                   ------------
NET ASSETS ....................................................    $ 84,307,247
                                                                   ============

NET ASSETS CONSIST OF:
   Paid-in capital ............................................    $ 80,839,247
   Undistributed net investment income (loss) .................        (496,663)
   Accumulated net realized gain (loss) from investments ......       5,447,237
   Net unrealized appreciation (depreciation) of investments ..      (1,482,574)
                                                                   ------------
   Net assets applicable to capital shares outstanding ........    $ 84,307,247
                                                                   ============

   Capital shares outstanding .................................       5,478,648
                                                                   ============

NET ASSET VALUE, PER SHARE ....................................          $15.39
                                                                         ======

- ----------
See accompanying notes to financial statements.




                                                                               9
<PAGE>



STATEMENT OF OPERATIONS                                          
                                                 SIX MONTHS ENDED MARCH 31, 1997

NET INVESTMENT INCOME

   Income:
      Dividends ...............................................    $    322,379
      Interest and other ......................................          22,676
                                                                   ------------
        Total Income ..........................................         345,055
                                                                   ------------

   Expenses:
      Management fees .........................................         479,734
      Transfer agent fees and expenses ........................         110,799
      Accounting service fees and expenses ....................          21,874
      Legal and professional fees .............................          16,198
      Distribution plan expenses ..............................         119,639
      Custodian fees ..........................................          10,906
      Shareholder reports and notices .........................          19,155
      Registration fees .......................................          36,606
      Trustee's fees and expenses .............................          15,434
      Miscellaneous ...........................................          12,286
                                                                   ------------
      Total expenses before reductions ........................         842,631
      Expenses reimbursed or offset ...........................            (913)
                                                                   ------------
        Net Expenses ..........................................         841,718
                                                                   ------------
NET INVESTMENT INCOME (LOSS) ..................................        (496,663)
                                                                   ------------


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

   Realized gain from securities ..............................       7,518,884
   Net change in unrealized appreciation
   (depreciation) of investments ..............................     (16,276,796)
                                                                   ------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS ........      (8,757,912)
                                                                   ------------

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ..................................    $ (9,254,575)
                                                                   ============
</TABLE>

- ----------
See accompanying notes to financial statements.


10
<PAGE>

<TABLE>
<CAPTION>

STATEMENTS OF CHANGES IN NET ASSETS


                                                            SIX MONTHS
                                                               ENDED        YEAR ENDED
                                                             MARCH 31,     SEPTEMBER 30,
                                                               1997            1996
                                                          ------------------------------
<S>                                                       <C>              <C>           
INCREASE (DECREASE) IN NET ASSETS
FROM INVESTMENT OPERATIONS:
   Net investment income (loss) .......................   $    (496,663)   $    (740,292)
   Net realized gain (loss) on investments ............       7,518,884         (728,847)
   Net change in unrealized appreciation (depreciation)     (16,276,796)      11,257,430
                                                          -------------    -------------
      NET INCREASE (DECREASE) IN NET ASSETS FROM
      INVESTMENT OPERATIONS ...........................      (9,254,575)       9,788,291
                                                          -------------    -------------

DISTRIBUTIONS TO SHAREHOLDERS:
   From net realized capital gains ....................        (896,933)            --
   In excess of net ralized capital gains .............            --         (1,492,448)
                                                          -------------    -------------
      TOTAL DISTRIBUTIONS TO SHAREHOLDERS .............        (896,933)      (1,492,448)
                                                          -------------    -------------

FROM CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold ..........................      36,827,946      116,765,133
   Distributions reinvested ...........................         863,247        1,437,680
   Paid-in capital portion of short-term trading fee ..          16,242           25,613
                                                          -------------    -------------
                                                             37,707,435      118,228,426

   Cost of shares redeemed ............................     (33,944,233)     (60,501,758)
                                                          -------------    -------------
      NET INCREASE (DECREASE) IN NET ASSETS FROM
      CAPITAL SHARE TRANSACTIONS ......................       3,763,202       57,726,668
                                                          -------------    -------------

NET INCREASE (DECREASE) IN NET ASSETS .................      (6,388,306)      66,022,511
                                                          -------------    -------------

NET ASSETS
Beginning of period ...................................      90,695,553       24,673,042
                                                          -------------    -------------
END OF PERIOD [including undistributed net investment
   income (loss) of $(496,663) and $-0-, respectively]    $  84,307,247    $  90,695,553
                                                          =============    =============
</TABLE>

- ----------
See accompanying notes to financial statements.


                                                                              11
<PAGE>

NOTES TO FINANCIAL STATEMENTS  
                                                                  MARCH 31, 1997


NOTE 1  SIGNIFICANT ACCOUNTING POLICIES

Bonnel Growth Fund is a  diversified,  open-end  management  investment  company
registered  under the Investment  Company Act of 1940. The Fund, which commenced
operations  on  October  17,  1994,  is one of four  portfolios  of U.S.  Global
Accolade Funds (the "Trust"), a Massachusetts business trust.

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

A.  SECURITY VALUATIONS

Investments traded on national securities exchanges and NASDAQ quoted securities
are valued at the last sales price reported by the security's  primary  exchange
at the time of daily valuation.  Listed and NASDAQ  securities for which no sale
was reported,  over-the-counter securities and corporate bonds are valued at the
mean  between  the last  reported  bid and asked  prices,  certain  of which are
obtained  from  one or  more  dealers  that  make  markets  in  the  securities.
Short-term  investments  with effective  maturities of sixty days or less at the
date of purchase are valued at amortized cost, which approximates  market value.
Securities for which market  quotations are not readily available and securities
which are subject to legal or contractual  restrictions  on resale are valued at
fair value as determined by the Trustees.

B. SECURITY TRANSACTIONS AND INVESTMENT INCOME

Security transactions are accounted for on trade date. Realized gains and losses
from security  transactions are determined on an identified cost basis. Dividend
income is recorded on the  ex-dividend  date or, in the case of certain  foreign
securities,  as soon as the information  becomes available to the Fund. Interest
income, accretion of discount and amortization of the premium are recorded on an
accrual basis.

C.  REPURCHASE AGREEMENTS

The  Fund  may  enter  into  repurchase  agreements  with  recognized  financial
institutions  or  registered   broker/dealers  and,  in  all  instances,   holds
underlying  securities  with a  value  exceeding  the  total  repurchase  price,
including accrued interest.  The Fund participates,  with other funds managed by
the Manager,  in a joint repurchase  agreement  account where uninvested cash is
collectively  invested  in  repurchase  agreements  for which  each fund has its
respective percentage of an undivided interest in the account.


12
<PAGE>


D.  FEDERAL INCOME TAXES

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

E.  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS

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

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

F.  EXPENSES

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

G.  USE OF ESTIMATES IN FINANCIAL STATEMENT PREPARATION

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


                                                                              13
<PAGE>

NOTE  2  RELATED PARTY TRANSACTIONS

U.S.  Global  Investors,  Inc. (the  "Manager"),  under an  investment  advisory
agreement with the Trust in effect through March 8, 1998,  furnishes  management
and  investment  advisory  services  and,  subject  to  the  supervision  of the
Trustees,  directs the investments of the Fund in accordance with its investment
objectives,  policies and limitations.  The Manager also furnishes all necessary
office  facilities,  business  equipment  and personnel  for  administering  the
affairs of the Trust.  Frank E. Holmes,  a Trustee of the Fund, is a controlling
owner of the Manager.

For the  services of the Manager,  the Fund pays a  management  fee at an annual
rate of 1% of average net assets. Fees are accrued daily and paid monthly.

United Shareholder  Services,  Inc. ("USSI"),  a wholly-owned  subsidiary of the
Manager,  is transfer agent and accounting  service agent for the Fund. The Fund
pays an annual fee based on number of shareholder  accounts for transfer  agency
services.  For maintaining the books and records of the Fund and calculating its
daily  net  asset  value,  USSI is paid a fee  based  upon the level of Fund net
assets,  subject to a minimum  fee.  Additionally,  the  Manager  is  reimbursed
certain costs for in-house legal services pertaining to the Fund.

The  Fund  has  adopted  a  Distribution  Plan  pursuant  to Rule  12b-1  of the
Investment  Company Act of 1940 which  allows an annual fee of up to .25% of its
average net assets to be used for or to reimburse  the Manager for  expenditures
in connection with sales and promotional services related to the distribution of
Fund shares.

During the period  ended March 31, 1997,  A & B Mailers,  Inc.,  a  wholly-owned
subsidiary of the Manager,  was paid $1,048 for mailing services provided to the
Fund.

NOTE 3  INVESTMENT ACTIVITY

For  the  period  ended  March  31,  1997,  purchases  and  sales  of  long-term
investments were $116,752,520 and $114,498,726, respectively.

The federal  income tax basis of the  securities  owned at March 31,  1997,  was
$85,759,204.  The  tax  basis  components  of net  unrealized  appreciation  and
depreciation were $5,800,179 and $7,282,753,  respectively. The Fund had capital
losses of $1,174,714,  which  occurred prior to October 31, 1995,  that, for tax
purposes, are deemed to have occurred on October 1, 1996.


14
<PAGE>

NOTE 4  CAPITAL SHARE ACTIVITY

The  Fund  has an  unlimited  number  of no par  value  shares  authorized.  The
following is a summary of capital share activity:

                                          SIX MONTHS ENDED       YEAR ENDED
                                             MARCH 31, 1997   SEPTEMBER 30, 1996

Shares sold .............................     2,120,845          7,483,138
Shares reinvested .......................        49,413            104,558
Shares redeemed .........................    (1,979,267)        (3,965,534)
                                            -----------         -----------
      Net share activity ................       190,991          3,622,162
                                            ===========         ===========


                                                                              15
<PAGE>

<TABLE>
FINANCIAL HIGHLIGHTS

For a capital  share  outstanding  during the six months  ended  March 31,  1997
(unaudited) and each year ended September 30,

<CAPTION>

                                               1997       1996         1995*
                                             --------   --------     -------

<S>                                          <C>        <C>          <C>          
NET ASSET VALUE, BEGINNING OF PERIOD .....   $ 17.15    $  14.81    $  10.02
                                             -------     -------     -------
INVESTMENT ACTIVITIES
   Net investment income .................      (.09)       (.14)       (.07)
   Net realized and unrealized gain (loss)     (1.50)       3.13        4.91
                                             -------     -------     -------
Total from investment activities .........     (1.59)       2.99        4.84
                                             -------     -------     -------
DISTRIBUTIONS
   From net investment income ............      --          --         --
   In excess of net investment income ....      --          --          (.05)
   From net realized gains ...............      (.17)       --         --
   In excess of net realized gains .......      --          (.65)      --
                                             -------     -------     -------
Total distributions ......................      (.17)       (.65)       (.05)
                                             -------     -------     -------
NET ASSET VALUE, END OF PERIOD ...........   $ 15.39    $  17.15    $  14.81
                                             =======     =======     =+=====

TOTAL RETURN (excluding account fees) ....     (9.41)%     21.27%      48.74%
Ratios to Average Net Assets (a):
   Net investment income .................     (1.04)%     (1.32)%     (1.46)%
   Total expenses ........................      1.75%       1.83%       2.50%
   Expenses reimbursed or offset .........      --          --          (.02)%
   Net expenses ..........................      1.75%       1.83%       2.48%
Average commission rate paid .............   $ .0685     $ .0708        N/A
Portfolio turnover rate ..................       123%        212%        145%

Net assets, end of period (in thousands) .   $84,307     $90,696     $24,673

</TABLE>

- ----------
* From October 17, 1994 (commencement of operations).  

(a) Ratios are annualized for periods of less than one year. Expenses reimbursed
or offset reflect reductions to total expenses, as discussed in the notes to the
financial  statements.  Such amounts would  decrease the net  investment  income
ratio had such  reductions  not occurred.  

See accompanying notes to financial statements.


16
<PAGE>

[GRAPHIC:  U.S. GLOBAL INVESTORS LOGO]

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



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission