ACCOLADE FUNDS
497, 1997-02-20
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[GRAPHIC:  U.S. GLOBAL INVESTORS, INC. LOGO ON RIGHT-HAND SIDE]

                               SHAREHOLDER REPORT

Published for the fund shareholders of U.S. Global Investors'   1st Quarter 1997

REACHING NEW HEIGHTS 
IN FUND PERFORMANCE

- --------------      --------------      -----------------     -------------- 
Frank Holmes        Take a closer       Look for our          It's IRA time. 
discusses new       look at our         new name              page 10        
directions for      award-winning       and logo. page 9      -------------- 
investing.          money market        -----------------     
page 2              fund. page 6        
- --------------      --------------


                                       1
<PAGE>
[GRAPHIC:  PICTURE OF AN ANTIQUE COMPASS]

MESSAGE FROM THE PRESIDENT 

     1996 was an exceptional year for U.S. Global Investors and for shareholders
of our funds. As  entrepreneurs  around the world flourished  competitively  and
creatively  to  deliver  superior  products  at great  prices,  we  brought  the
performance  of our  company  and of our funds to new  heights.  With a new name
embodying  our dynamic  new  corporate  structure  and  culture,  we reached the
milestone of guiding more Funds than ever before to 4- and 5-star  rankings from
Morningstar.(3) Our U.S.  Government  Securities Savings Fund, the Bonnel Growth
Fund, the tax-free  funds,  the U.S. All American  Equity Fund, the U.S.  Global
Resources  Fund and the U.S.  World  Gold Fund all  rewarded  shareholders  with
superior performance.

     The Bonnel Growth Fund,  according to Investor's  Business Daily, ranked in
the top 2% of all growth funds in the past two years.(2)  That is like a mark of
98% in school. Now that is superior performance!

     After  seven  consecutive  years  of  high  yields,  our  U.S.   Government
Securities Savings Fund continues to be #1 for 5-year performance,  according to
Lipper Analytical  Services.(1) With the extra benefit of no state income tax on
dividends,  the Fund is one of the  highest  yielding  of all  government  money
market funds, especially in states with high income tax rates such as California
and New York.

     As I discussed with you last quarter,  U.S. Global Investors is inspired to
deliver both superior and consistent performance. We have restructured the whole
Portfolio  Team so that when they  deliver you  superior  performance,  they are
rewarded monthly,  quarterly and annually. If they stay in the top of their peer
group for several years, they receive a compounded bonus for their  consistency.
They win when you win because your success is what is most important.

     A frustration  and  disappointment  has been the U.S. Gold Shares Fund. The
devaluation  of the Rand by 30% last  year took the wind out of the sails of the
Fund,  which in Rand terms  actually  increased in value.  In the latter part of
1996,  we expanded  the Fund's focus to include more  non-South  African  senior
mining  companies and we will continue to do so in 1997, since we cannot control
the destiny of South Africa. We can, however, control our ability to be superior
stock  pickers in the gold  market and will  always  seek out new  opportunities
worldwide.

     Our  performance  successes have come thanks to our disciplined and dynamic
global  investment  strategy.  Economic  expansion  and the global  adoption  of
capitalism  and  American  culture have created  world class  opportunities  for
adventurous  investors.  As fast-growing  foreign economies align with the goals
and principles of the United  States,  global  opportunists  like us will expand
investments  to capture new prospects for growth and the overall risk  reduction
which  diversification can provide.  Global opportunism will be the chief way, I
believe,  to generate  maximum  returns and provide the  greatest  stability  in
equity  investments  over  the  long  term.  And  our  performance  in 1996 is a
testament to our ability to make global opportunism work for shareholders.

     A unique combination of factors has emerged to create a wonderful window of
opportunity  for  you to  participate  in this  exceptional  era of  growth  and
prosperity.  As economic  growth is rising in  America,  Eastern  Europe,  Latin
America and Asia,  political  and  economic  risks are  falling,  and output and
investment are surging as nations  compete for economic market share rather than
political  market share.  And in spite of high growth rates, we are happy to see
that wages remain stable, inflation is under control and excellent opportunities
exist  in  American  growth  stocks,   China,  global  resources  and  REITS.


                                       2
<PAGE>

     A  macro-concept  investors  should  capitalize on is that the four largest
economies  of the  world--America,  Japan,  Germany and  China--are  all net oil
importers.  Even though Japan and Germany have lagged  behind the robust  growth
and  restructuring  of America  and China,  their  demand for oil has driven the
price to $25 per  barrel.  China's  oil imports for last year were up a net 32%.
This is a big  reason  why I believe  that  over the long  term our U.S.  Global
Resources  Fund will  participate  in the  explosive  growth of oil and drilling
companies.

     The tremendous growth rates which created such high oil demand in China are
why I believe  the China  Region  Opportunity  Fund  will  also  generate  great
long-term  returns.  At the same time, the volatility of the China Region market
demands a careful  approach.  After  oscillating in a broad trading range in the
first six months,  the Fund roared at the end of the year.  That price variation
rewarded most of all those  shareholders who used the ABC Investment  Plan(R) to
build  their  wealth  with  this  Fund.  The time for you to  invest  in  global
opportunities  like China is now, and the best technique is active and automatic
monthly investing in our specialized funds.(2)

     India  is  also  coming  to the  fore  as one of  emerging  Asia's  richest
environments for investment.  The second-largest country in the world, it too is
embracing  American  capitalism and is striving to catch up to China's  economic
prosperity.  India is also  competing  politically  as a nuclear power which can
play a key balancing role in the region. India's stature was made clear recently
when India's prime minister and China's  president  reconciled their differences
to work together on issues facing their region and the world.

[GRAPHIC:  FULL-LENGTH PHOTOGRAPH OF FRANK HOLMES]

     The economic  situation in India holds all the elements of future  success.
While the annual per capita  income is  presently  only $350 and the  illiteracy
rate is 48%, 300 million  people  living below the poverty  line  provides  huge
upside  opportunities.  At the  same  time,  the  country  is  producing  50,000
information  technology  professionals  and  sending  between  12,000 and 15,000
programmers  to the USA each  year for  education  and  training,  according  to
Coopers and Lybrand.  It has the second largest  population of  English-speaking
engineers  in the world.  The  combination  of  talented  IT  professionals  and
substantially  low labor costs has made India an attractive place to manufacture
U.S.-designed  software and  components  and then ship them back to the U.S. for
sale.  This is the future of how the  world's  firms will win market  share in a
very competitive global arena. As soon as enough attractive  companies appear on
the Indian  market to fill a mutual fund  portfolio  and when various  legal and
trading issues are resolved on Indian stock  exchanges,  U.S.  Global  Investors
will consider opening an India Region fund.

     Here at home in the U.S.,  new  information  tools,  such as the  Internet,
magnify the  benefits  of  democracy,  capitalism  and the  American  securities
markets. The rise of the Internet as a medium of dispersing information provides
global opportunities for technology companies in the U.S. Our great stock picker
Art Bonnel, portfolio manager of the Bonnel Growth Fund, is rigorously searching
for those companies which are leaders in technology and generate consistent high
growth and earnings.

     Investment  opportunities  exist around the world,  including in the United
States.  Bull and bear markets make little  difference  when your strategy is to
find the best and  fastest-growing  companies  anywhere  and buy their stock for
shareholders.  As the new  millennium  approaches,  the strategy of U.S.  Global
Investors is to maximize the opportunities  which the new era of global economic
expansion  has opened up to us. We invite you to join us as we explore  globally
for superior performance. 1996 was an exceptional year for U.S. Global Investors
and for shareholders of our funds. As entrepreneurs  around the world flourished
competitively  and creatively to deliver superior  products at great prices,  we
brought the  performance of our company and of our funds to new heights.  With a
new name embodying our dynamic new corporate  structure and culture,  we reached
the  milestone of guiding more Funds than ever before to 4- and 5-star  rankings
from  Morningstar.(3)  Our U.S.  Government  Securities Savings Fund, the Bonnel
Growth Fund,  the tax-free  funds,  the U.S. All American  Equity Fund, the U.S.
Global  Resources  Fund and the U.S.  World Gold Fund all rewarded  shareholders
with superior performance.

                                       3
<PAGE>

FUND FOCUS

Q: IN EVERY YEAR THAT YOU HAVE MANAGED THE U.S.  GOVERNMENT  SECURITIES  SAVINGS
FUND,  LIPPER  HAS  AWARDED  YOUR  FUND  THE  NUMBER  1  RANKING  FOR  FIVE-YEAR
PERFORMANCE.(1,2)   HOW  DO  YOU   CONSISTENTLY   OFFER   SUPERIOR   YIELDS  FOR
SHAREHOLDERS?

A: The main  advantage  of our Fund is our  demonstrated  ability  to buy  money
market instruments at low prices. My background gives me an edge over some of my
counterparts  in that I have worked on the sell side of the  business,  which is
finance slang for investment banking and trading. As a fund manager with trading
experience,  I understand the motivations of bond salesmen and how they operate.
After  working a year on a trading desk, I learned never to say yes to the first
price.  And my persistence  usually gets a better deal.  What does that mean for
the  shareholder?  It means that the shareholder gets a lower price and a higher
yield. I'm constantly  working to increase their returns.  At the same time, our
firm  guarantees  that  fund  expenses  will be low,  and we  consistently  keep
expenses lower than the guaranteed cap.

Q: HOW DOES YOUR  MANAGEMENT  STYLE  SEPARATE  OUR MONEY  MARKET  FUNDS FROM THE
COMPETITION?

A: In our shop,  the manager  actually  gets onto the  trading  desk and hammers
things out with the salesman, whereas at other firms the managers assume more of
an analytical  role.  Other managers  decide what to buy after just looking at a
computer  terminal,  and then give an order to a trader  who  actually  does the
negotiating. The trader executes the trade but without the incentive the manager
has to achieve great  performance.  As a result,  traders  often buy  securities
without  making the effort to get a better  price.  It's like walking into a car
dealership and paying sticker price without even making a counteroffer.  Because
I stay on the telephone and in contact with Wall Street,  I am more in tune with
market  changes and can react more  quickly.  That kind of second effort to make
more money for  shareholders is what makes U.S. Global  Investors a unique force
in the mutual fund business.

[GRAPHIC:  FULL-LENGTH PHOTO OF CRESTON KING]
Creston  King,  CFA,  manages the  fixed-income  and money  market funds at U.S.
Global  Investors.  A  municipal  bond  specialist,   he  worked  in  borkerage,
investment banking and retail sales before joining the company in 1993.

Q:  HOW HAS  YOUR  INVESTMENT  STRATEGY  ENHANCED  THE  PERFORMANCE  OF THE U.S.
GOVERNMENT SECURITIES SAVINGS FUND?

A: After I came on with the company, I restructured the Fund in order to achieve
high yield at a lower risk. We invest in larger blocks of securities than in the
past,  which saves money on brokerage  fees, and we invest with the intention of
holding to maturity.  All of the  positions  in the Fund will mature  within one
year,  which offers us several  advantages.  First, it gives greater security to
shareholders,  because if there is any market  volatility,  the positions in the
Fund will not be greatly affected. And also our portfolio is laddered,  that is,
positions in the Fund mature in short intervals, so we always have money to take
advantage  of new  opportunities  in the  market.  Since I have the cash to move
immediately,  I can provide  great deals for our  shareholders  on a  consistent
basis.

Q:  BESIDES  TOP  PERFORMANCE,  WHAT  ELSE  DO  THE  MONEY  MARKET  FUNDS  OFFER
SHAREHOLDERS OF U.S. GLOBAL INVESTORS' FUNDS? 

A: One of the greatest advantages is instant liquidity. You can write checks for
free on accounts in both Funds and you can have money wired to your bank account
with  just a phone  call.  When you want to take  money  out of one of our stock
funds, you can exchange into or out of the money market funds anytime. One of my
favorite benefits of the Funds, and I use this all the time for my own finances,
is the  automatic  bill  paying  which  the Funds  offer for free.  For all your
regular payments, such as your mortgage,  insurance,  rent or loans of any kind,
you just set up the  service  and you never have to  remember  to write a check.
Your payment is made automatically, as long as you have sufficient funds in your
account,  and you don't have to worry about the Postal Service getting the check
there on time.

                                       4
<PAGE>

Q: SO YOU WOULD RECOMMEND THIS FUND OVER USING BANK ACCOUNTS ALONE?

A: Absolutely.  The U.S.  Treasury  Securities Cash Fund is great for people who
write a lot of checks for amounts  less than $500.  I use my account in the Fund
instead of a checking account, since checkwriting is free with a $1,000 balance.
You can write as many  checks as you want and at the end of the month I actually
make money with the dividends the Fund pays out. The U.S. Government  Securities
Savings  Fund is where I keep  money  saved  for  emergencies  and for my larger
bills.  I also keep some money in there to diversify my assets and to reduce the
overall volatility of my personal investments in our family of funds.

Q:  WHO  SHOULD  INVEST  IN THESE  FUNDS,  OTHER  THAN  THOSE  LOOKING  FOR CASH
MANAGEMENT TOOLS FOR THEIR PERSONAL FINANCES?

A: Anyone who wants a low-risk  investment which they can have instant access to
whenever they need cash should consider our funds. The U.S. Treasury  Securities
Cash Fund is made up of Treasury notes which have less than one year to maturity
and is the safest fund in our collection. The U.S. Government Securities Savings
Fund  focuses  more on getting a higher  yield with  triple-A  rated  government
agency securities,  which are issued by the Federal Home Loan Bank, Student Loan
Marketing  Association  and the Federal Farm Credit Bank. By offering the safety
and yield which these securities provide, our money market funds can enhance any
investor's portfolio.

      --------------------------          --------------------------
      U.S. GOVERNMENT SECURITIES           U.S. Treasury Securities 
             SAVINGS FUND                         Cash Fund         
                                                                    
                5.13%                               4.26%           
          7-day simple yield                  7-day simple yield    
                                                                    
                5.27%                               4.35%           
          7-day compound yield               7-day compound yield   
           As of 2/6/97(1,2)                  As of 2/6/97(1,2)     
      --------------------------          --------------------------

- --------------------------------------------------------------------------------
For a free investor's guide to our money market funds,  call  1-800-US-FUNDS  or
1-800-873-8637  today. If you have yet to open a money market  account,  call us
now to learn more about how our funds can enhance your investment  portfolio and
make your personal finances easier.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
GLOBAL IQ QUIZ, PART II 
You can win a free U.S.  Global  Investors  t-shirt  by being  among the
first 50 shareholders to correctly answer these global trivia questions. To test
your  global  IQ,  call  an  investor   representative  at  1-800-US-FUNDS,   or
1-800-873-8637.

[GRAPHIC:  PICTURE OF A DESKTOP GLOBE]

1  What was the top performing  China fund in the U.S. during the fourth quarter
   of 1996?
2  A major stock market index of what  Eastern  European  country rose 127.6% in
   1996?
3  If you had  invested  $10,000  in the  Bonnel  Growth  Fund  on the  10/17/94
   inception date, how much would it have been worth on 1/1/97?
4  Investors around the world can read about U.S. Global Investors' funds on the
   World Wide Web. What is the address for our Web site?
5  Congress has increased the  contribution  limit for spousal IRAs from $250 in
   1996 to a new,  much  higher  limit,  in 1997.  How much  can  investors  now
   contribute to spousal IRAs?
   [ ] $500 [ ] $1,000 [ ] $1,500 [ ] $2,000 


                                       5
<PAGE>

FUND NOTES  

[GRAPHIC:  MAGNIFYING GLASS OVERLOOKING A CIRCUIT BOARD]

BONNEL GROWTH FUND 
     Portfolio  manager Art Bonnel believes that short-term stock market dips in
1997 will present an  excellent  buying  opportunity  for  investors  who use an
automatic monthly investment plan. While corrections are possible along the way,
the positive  reaction of the market to the  re-election  of  President  Clinton
supports  Art's  expectation  of another  good year for  stocks.  By focusing on
companies  with high  current  growth,  the Fund  posted  excellent  returns  in
1996.(4)  Much of this  success came in the Fund's  technology,  health care and
retail  holdings.  These will continue to play a strong role in the portfolio as
we look for opportunities for growth in other industries as well.

U.S. WORLD GOLD FUND & U.S. GOLD SHARES FUND
     Demand for gold may have  reached  record  levels in 1996,  thanks to lower
prices for the metal. While stronger  investment demand and renewed  speculative
interest  will be required  to push gold back above $400,  the supply and demand
fundamentals  for gold  remain  good.  The gold market  should  also  improve as
investors  recognize that they have exaggerated their concerns regarding central
bank sales.

     The weakness in gold stocks at the end of November and in early January can
be directly  attributed to the depressed  gold price,  although the  exploration
stocks and junior gold miners  suffered more due to year-end  tax-loss  selling.
The  correction  in those  issues has  produced a number of  interesting  buying
opportunities as share prices have fallen in line with fundamentals.

U.S. GLOBAL RESOURCES FUND
     Offshore  energy  development  in the Gulf of Mexico is  embarking on a new
era,  according  to the  investment  team of the  U.S.  Global  Resources  Fund.
Reduction of royalty fees in  economically  marginal  deep-water  tracts and the
record-breaking  sale of tracts in the  central  Gulf  earlier  this year should
result in  increased  profits and  production  for the oil  drilling and service
companies the Fund invests in.

[GRAPHIC:  PICTURE OF STACKS OF GOLD: MEDALLIONS, BARS, INGOTS.]

     As Peter Lynch wrote in the October issue of Worth, our competitors' equity
mutual  funds  underweight  oil  stocks,  in spite of the fact  that the  spread
between  the  dividend  yields of the major  oil  stocks  and the S&P 500 is the
widest it has been in 45 years. Also, rapid economic development in China, India
and the former  Soviet  Union is  strengthening  the  fundamentals  for  natural
resources and has contributed to the  acceleration of the annual increase in oil
demand  from  1.5%  for the last ten  years to 2.5%  projected  for the next two
years.  To take advantage of this global boom in the oil and energy market,  the
Fund's  portfolio  holds a high  weighting in oil and gas stocks  throughout the
world.

U.S. REAL ESTATE FUND

[GRAPHIC:  PARTIAL FACADE OF GOVERNMENT BUILDING]

     Significant  money flows into the real estate  sector drove up share prices
of many issues and produced  excellent  total  returns this quarter for the U.S.
Real Estate Fund.(4) The public is becoming increasingly aware of the advantages
of  investing in real estate,  an equity  asset class  independent  of the stock
market.  Institutional  investors such as pension funds and insurance  companies
are also looking to real estate investment trusts as an easier way to derive the
benefits of real estate than direct ownership of property. The influx of capital
has  allowed  REITs to grow their  assets and their cash  flows.  In the current
economic climate of moderate  growth,  we expect more solid returns for the Fund
in the coming year.

                                       6
<PAGE>

U.S. INCOME FUND
     After the November election preserved the status quo in the White House and
Congress,  a sharp rise in the  enthusiastic  markets boosted many stocks in the
U.S. Income Fund's portfolio. Late in the quarter,  beleaguered telephone stocks
staged a strong rally,  and utilities  profited from the increase in consumption
of energy,  especially  natural  gas, as the cold winter took hold.  1997 should
bring a moderate inflation and interest rate climate which will be beneficial to
the large, financially sound and conservatively valued stocks we focus on.

CHINA REGION OPPORTUNITY FUND
     The China Region Opportunity  Fund's excellent  performance ranked the Fund
number 12 among all stock funds in America for the fourth quarter.  As Hong Kong
companies  increasingly match gears with the Chinese economy,  they will sustain
their earnings growth and take better  advantage of the huge market they border.
Since early 1996, we have  concentrated  the Fund's  portfolio in China and Hong
Kong and have been well  rewarded.(4)  We expect that our success  there in 1996
will continue in 1997 as we maintain the Fund's overweighting of these markets.

U.S. ALL AMERICAN EQUITY FUND
     We believe that  fundamentals  in the U.S.  stock market  indicate  further
growth.  Interest  rates are low and stable,  and the  economy,  while  slowing,
remains healthy. At the same time, we believe shareholders should take advantage
of  the  ABC  Investment  Plan(R)  to  invest  gradually  in the  market,  since
short-term corrections are likely.(2) The U.S. All American Equity Fund achieved
a close correlation to the S&P 500 in 1996, while seeking out even better growth
prospects such as those available in technology and health care. We expect these
sectors will outperform in coming quarters.

FIXED INCOME AND MONEY MARKET FUNDS
     We anticipate  that  inflationary  pressures will persist in coming months,
triggering gradually rising interest rates this year. We expect upward movements
to be  slight,  since the Fed will seek  only to fine tune the  economy.  And we
believe that the bond market will consequently fare better in 1997 than in 1996.

             ---------------------------------------------
              TOP 6 PERFORMERS FOR 1996        1 year(2,4)
              -------------------------        -----------
             U.S. Global Resources Fund          +34.11%
             U.S. Real Estate Fund               +31.56%
             Bonnel Growth Fund                  +27.93%
             China Region Opportunity Fund       +27.85%
             U.S. All American Equity Fund       +22.28%
             U.S. World Gold Fund                +19.52%
             ---------------------------------------------

- --------------------------------------------------------------------------------
          MORNINGSTAR RANKINGS                         1 year(3)
          --------------------                         ---------

          U.S. Real Estate Fund                          *****
          U.S. Global Resources Fund                     *****
          United Services Near-Term Tax Free Fund        *****
          U.S. Tax Free Fund                             ****
          U.S. All American Equity Fund                  ****
- --------------------------------------------------------------------------------

DISCLOSURE INFORMATION For a free Fact Kit containing more complete information,
including  charges  and  expenses,  call  1-800-US-FUNDS.  Read  the  prospectus
carefully  before  investing.(1)  IN REGARDS TO THE U.S.  GOVERNMENT  SECURITIES
SAVINGS FUND AND THE U.S.  TREASURY  SECURITIES CASH FUND: Like all other mutual
funds, Fund shares are not backed by the U.S. government or its agencies, though
the  securities  they invest in are;  nor are they a deposit of or endorsed by a
bank;  nor are they  insured by the FDIC.  The Funds are  managed to  maintain a
stable $1 per share value,  though there is no assurance  that they will be able
to do so. According to SEC guidelines, capital gains or losses are excluded from
yield  calculations.  Lipper  Analytical  Services  ranked  the U.S.  Government
Securities  Savings Fund #5 and #1 for the 1- and 5-year  periods ended 12/31/96
(out of 115 and 78 government money market funds, respectively).  (2) IN REGARDS
TO ALL OF U.S.  GLOBAL  INVESTORS'  FUNDS:  Past  performance is no guarantee of
future results.  "U.S." stands for United Services.  The advisor's  opinion does
not  guarantee  a profit.  Investing  in  emerging  markets or in gold  involves
special  risks which are detailed in the  prospectus.  Investment  principal and
returns will  fluctuate.  Using the ABC Investment  Plan(R) does not guarantee a
profit.  If you  sell at the  bottom,  no  system  will  give  you a  gain.  (3)
Morningstar rankings as of 12/31/96. Morningstar, a nationally recognized mutual
fund rating  service,  awards  ratings  which reflect  historical  risk-adjusted
performance.  It awards  five  stars to funds in the top 10% of their  category,
four stars to funds in the next 22.5%, three stars to the next 35%, two stars to
the next 22.5% and one star to funds in the bottom  10%.  The U.S.  Real  Estate
Fund  received 5 stars out of 2959 funds for 1 year and 1 star out of 1058 funds
for 5 years.  The U.S. Global  Resources Fund received 5 stars out of 2959 funds
for 1 year,  2 stars  out of 1058  funds for 5 years and 1 star out of 598 funds
for 10 years.  The United Services  Near-Term Tax Free Fund received 5 stars out
of 1739 funds for 1 year and 4 stars out of 580 funds for 5 years.  The U.S. Tax
Free Fund  received  4 stars out of 1739  funds for 1 year,  3 stars out of 1058
funds  for 5 years  and 1 star out of 589  funds  for 10  years.  The  U.S.  All
American  Equity Fund received 4 stars out of 2959 funds for 1 year, 3 stars out
of 1058  funds  for 5 years  and 1 star out of 589  funds  for 10  years.  Total
operating  expenses for the United Services Near-Term Tax Free Fund and U.S. Tax
Free Fund were either  capped our  subsidized  by the  advisor.  This  benefited
shareholders and improved fund performance.  (4) Fund  performance:  U.S. Global
Resources Fund,  8.75%, 5 years,  6.08% 10 years. U.S. Real Estate Fund, 7.72% 5
years,  6.95%  since  inception  (7/2/87).  Bonnel  Growth  Fund,  33.02%  since
inception  (10/17/97).  China Region  Opportunity  Fund,  -7.57% since inception
(2/10/97).  U.S. All American Equity Fund, 11.98% 5 years,  8.46% 10 years. U.S.
World Gold Fund,  15.79% 5 years,  6.05% 10 years. 

                                       7
<PAGE>

NEWS & NOTES FROM SHAREHOLDER SERVICES  

[GRAPHIC:  PHOTO OF A HOME MAILBOX]

WE HAVE MADE YOUR TAX PREPARATION EASIER
     Along with your tax  information  for 1996,  we have sent you your  average
cost basis on your  redemptions and the amount of any tax-exempt  dividends paid
to you during  the year.  If you have not  received  tax forms from us or if you
have  a  question   about  your  tax   information,   please  call  an  investor
representative at 1-800-873-8637 for assistance.

FOR FASTER ACCESS TO YOUR ACCOUNT, CALL 1-800-873-8637
     Our  automated  system can save you valuable  time.  With it you can obtain
account  balances,  review  cleared  checks and  confirm  deposits--all  without
holding for a representative.

BUSINESS & CORPORATE MONEY MARKET FUND ACCOUNT BENEFITS
     While corporations may not use  interest-bearing  checking  accounts,  U.S.
Global Investors offers a profitable alternative. Business accounts in our money
market funds earn income  dividends and enjoy the  convenience of  checkwriting.
With a minimum  balance of $1,000 in one of our high-yield  funds,  YOUR COMPANY
COULD  MAKE  MONEY  ON YOUR  OPERATING  CASH.  Plus,  you can now  have  the IRS
automatically  debit your account in the U.S. Treasury  Securities Cash Fund for
pre-payment of taxes.

HOW TO GET THE MOST FROM YOUR IRA
     Have you  invested  the maximum in your IRA for 1996?  If not, do so before
April 15 so you can get the greatest benefit from  tax-deferred  growth.  If you
have,  consider  making a  contribution  to your IRA for 1997. By investing now,
your  investment  enjoys tax deferral all year,  which could mean more money for
your retirement. And with the new $2,000 limit on contributions to spousal IRAs,
you can enjoy IRA advantages on even more of your money.

MAKE YOUR INVESTMENT WORK FOR YOU
     Please be sure to write your investment  checks to the name of the fund you
wish to invest in.  Include in your deposit the tear-off stub from the bottom of
your  statements.  SENDING  INVESTMENT  CHECKS TO A FUND WITH A STUB FOR ANOTHER
FUND, OR FOR ANOTHER  ACCOUNT IN THE SAME FUND,  CAN CAUSE DELAYS IN MAKING YOUR
INVESTMENT.  Be sure the fund and the  account  named on the stub are  those you
wish to invest in. If they are not, call  1-800-873-8637  for free deposit slips
for your account.

PO BOX 659 IS NOW CLOSED
     The Postal Service will no longer forward mail to us if addressed to PO Box
659. When sending investment checks or correspondence, please be sure to use our
new address:  PO Box 781234,  San Antonio,  TX 78278-1234.  If you would like to
receive free envelopes  addressed to us, please call  1-800-873-8637  to request
them.

PORTFOLIO DIRECT
     U.S. Global Investors  portfolio  managers give you the news you need about
your investments on our automated  telephone system.  Every six weeks, each fund
manager  updates his comments on the  markets,  the funds'  performance  and his
outlook for the coming weeks. The perfect complement to the Shareholder  Report,
Portfolio   Direct  is  absolutely   free  and  available  24  hours  a  day  at
1-800-US-FUNDS, or 1-800-873-8637.  Just select option 6 from the automated menu
and  hear the  latest  information  about  your  investments  with  U.S.  Global
Investors.

A NEW FUND JOINS OUR FAMILY
     Shareholders  have  easy  access  to a new  fund  managed  by a  well-known
financial newsletter editor. To learn more about this fund which seeks long-term
capital  appreciation,  call  1-800-US-FUNDS.

                                       8
<PAGE>
A NEW LOOK & A NEW NAME

[GRAPHIC:  U.S. GLOBAL INVESTORS, INC. LOGO]

     Your investments in the funds are managed by U.S. Global Investors, Inc., a
publicly-traded,  registered  investment advisor founded in San Antonio in 1968.
Since changing our name from United Services  Advisors to U.S. Global  Investors
in July 1996,  we have been  introducing  our new name and logo on your  account
statements  and  investment  literature.  Now that  this  transition  is  almost
complete,  you will be able to find the  newspaper  listings for the funds under
U.S.  Global  beginning  March 1. If you do  receive  anything  from us with our
former name or an old logo, it is part of our effort to maximize your investment
dollars by using  materials  already  printed  rather  than  throwing  them away
unused.

U.S. GLOBAL INVESTORS IN THE NEWS
L.A. TIMES, 1/7/97
     "Among  money  managers,  Art Bonnel is one of the  sharpest  shooters  and
quickest  draws in the West.  From his home  office in Reno,  he has guided [the
Bonnel  Growth  Fund] to one of the best  records of any  mutual  fund over that
stretch." 
THE WALL STREET JOURNAL, 1/9/97 
     The China Region  Opportunity  Fund is the #1 Asia  ex-Pacific fund for the
4th quarter of 1996. 
THE WALL  STREET  JOURNAL, 1/9/97 
     The U.S. Real Estate Fund is among the  "Fourth-Quarter  Best  Performers."
MONEY,  November 1996 
     U.S.  Government  Securities  Savings  Fund--"The Best Savings Yield in the
U.S." among government money market funds.

EMPLOYEE SPOTLIGHT: Kevin Trevor-Wilson

[GRAPHIC:  PHOTO OF KEVIN TREVOR-WILSON]
     As an Investor  Representative in the U.S. Global Investment Center,  Kevin
Trevor-Wilson  serves  the  needs  of  the  public  and  our  shareholders  on a
one-on-one  basis. A walk-in  atrium on the first floor of our office  building,
the Investment  Center provides local and visiting  investors the opportunity to
do business  personally with U.S. Global Investors.  

     Shareholders  and others can come to the  Investment  Center to learn about
our  funds  in  depth  and  to  transact  on  their   accounts   with   investor
representatives who can provide the highest level of service possible.  "At U.S.
Global Investors, you're not just a Social Security number," says Kevin. "We see
many  shareholders on a regular basis and know them by name. They often say that
meeting the people who invest and protect their money gives them more confidence
in their investment with us and enhances their experience overall."

     As  part  of  the  U.S.  Global  Investors  team  traveling  to  investment
conferences  throughout the country, Kevin takes his personal touch on the road.
We invite all shareholders to attend these  conferences,  and we hope to see you
soon.

[GRAPHIC:  "ADMIT ONE" TICKET STUB]

INVESTMENT CONFERENCE SCHEDULE
April 29-May 1                          May 28-29
Las Vegas Money Show Conference         Northeast Investment in Mining 
Bally's Resort                          New York Marriott Marquis 

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

Editor, Shareholder Report              Susan Filyk, Editor 
U.S. Global Investors                   Mark Talbot-Kelly, Creative Director  
P.O. Box 781234                         Stephanie Linkous, Associate Editor 
San Antonio, TX 78278-1234              Chris Smith, Associate Editor  
- --------------------------------------------------------------------------------

                                       9
<PAGE>

HAPPY NEW YEAR AND  WELCOME TO IRA  SEASON!  

[GRAPHIC:  HOUR-GLASS]

[GRAPHIC:  PHOTO OF LISA KOTTLER]
LISA  KOTTLER,  Retirement  Specialist  and Vice  President of Security  Trust &
Financial Co.

     As we ring in the new year,  most of us reflect on the past year and charge
forward with renewed hope and  optimism.  We usually make  resolutions  to spend
more time with our family or to  improve  our health  with  exercise  and a good
diet.

     But did you add any financial  goals to your list of  resolutions?  Did you
resolve to improve your financial health and get your financial future on track?
A top  priority  for  1997  should  be  making  and  sticking  to a  disciplined
investment  strategy so that your  future can be as bright as the  optimism of a
new year.

SAVING TODAY MEANS MORE GROWTH FOR TOMORROW
     If one of your  goals is to have a  prosperous  retirement,  you must build
adequate  savings today.  Let's face it,  retirement is more a function of money
than of age.  No longer do workers  automatically  retire at age 65 to collect a
pension and Social  Security.  These days,  our  retirement  begins once we have
accumulated enough money to quit work.

     Though it may seem daunting at first,  this is great news. Why?  Because it
means each of us controls  our own  destiny  and,  if we plan  properly,  we can
retire  sooner than we initially  expected and with a higher  standard of living
than any pension or government benefits can provide.

     How can you  accumulate  more  money for  retirement?  One of the  easiest,
smartest and quickest  ways to save for your  retirement  is with an  Individual
Retirement  Account (IRA) for you and your spouse.  Virtually anyone with earned
income can fund an IRA. Even if you participate in an  employer-sponsored  plan,
you can still put away up to $2,000 a year in an IRA. And the tax  advantages of
IRAs  mean  that your  savings  can grow  significantly  faster  than  through a
conventional  taxable  savings  account.  Since all  dividends and capital gains
accumulate on a tax-deferred  basis in an IRA, your investment is not reduced by
the taxes you would otherwise have to pay on your returns each year.

     Did you  realize you can have over half a million  dollars in thirty  years
just by  contributing  to your IRA? You can, if you are  committed to saving and
investing  today. By investing $166 on a monthly basis (that's $2,000  annually)
in a fund earning an average of 12% per year,  you will have over half a million
dollars in thirty years.  Of course,  not all  investments  earn 12% per year on
average,  and any investment may appreciate or depreciate in value over time. We
recommend  that you  review all of our funds and choose  those  which  offer the
right balance of risk and reward for you.

     Our ABC  Investment  Plan(R)  makes it easy and  affordable  to  schedule a
regular and rewarding financial workout for your finances. With our program, you
choose the investment amount ($30 minimum) which we will automatically  transfer
from your checking  account each month. It takes only $100 to start investing in
most of our funds. By paying yourself first each month,  you can assure that you
stick to your goals.

[GRAPHIC:  ABC BLOCKS]
- --------------------------------------------------------------------------------
INVEST  $2,000 A YEAR IN AN IRA (ONLY $166 A MONTH) AND YOUR SAVINGS  COULD GROW
TO MORE THAN $500,000 IN THIRTY YEARS.
- --------------------------------------------------------------------------------

                                       10
<PAGE>

MAXIMIZE THE BENEFITS OF IRA INVESTING
     The  only  way to  ensure  that  you  have  a  comfortable  and  prosperous
retirement is to start saving today.  So ring in the new year by contributing to
your IRA.  If you have not yet made the  maximum  contribution  for 1996,  do so
before the April 15 deadline.  And if you can, make your full 1997  contribution
as early in the year as possible.  By  investing  at the  beginning of the year,
your money enjoys tax-deferred  accumulation longer, so your money can grow even
faster.  If you make the full  contribution  of $2,000 in any calendar  year, we
will waive the annual custodial fee for that year.

     What better way to start the new year, than by jump-starting your financial
future?  Resolve  today to make 1997 the year you began  making  your  financial
dreams  come true.  

- --------------------------------------------------------------------------------
SEE HOW YOUR MONTHLY INVESTMENT COULD GROW OVER TIME.

Monthly Investment       5 Years     10 Years     20 Years      30 Years
     $   50              $ 4,055     $ 11,202     $ 45,993     $  154,049
     $  100              $ 8,110     $ 22,404     $ 91,986     $  308,097
     $  166              $13,463     $ 37,190     $152,696     $  511,442
     $  250              $20,276     $ 56,009     $229,964     $  770,243
     $  500              $40,552     $112,018     $459,929     $1,540,487
     $1,000              $81,104     $224,036     $919,857     $3,080,973

This hypothetical example assumes a 12% annual return. Your actual return may be
more or less than this amount. No investment program can guarantee a profit.
- --------------------------------------------------------------------------------
THE FLEXIBILITY OF IRAS GIVES YOU MANY OPTIONS
     SEP-IRAS are ideal for  entrepreneurs,  professional  corporations and sole
proprietors.  If you have any self-employed  income,  you are eligible to open a
Simplified  Employee  Pension  plan  (or  SEP-IRA),  which  allows  you to  make
tax-deductible  contributions of up to 15% of compensation or $22,500, whichever
is less. Can you think of another way to shelter up to $22,500 a year?

     CONDUIT/ROLLOVER  IRAS allow  those of you  changing  jobs or  retiring  to
transfer 401(k) or 403(b) assets  directly into a U.S. Global  Investors IRA and
avoid the 20% withholding  requirement.  This tax-free transfer keeps your money
growing  on a  tax-deferred  basis  and is  available  for  all of  U.S.  Global
Investors' funds. AND IF YOU TRANSFER $10,000 OR MORE TO A U.S. GLOBAL INVESTORS
IRA ACCOUNT, YOU'LL NEVER PAY AN ANNUAL FEE FOR THE LIFE OF YOUR ACCOUNT.

     SPOUSAL IRAS.  Surprisingly,  the federal government actually made a change
that will encourage IRA investing. Before 1997, a working spouse and non-working
spouse could  collectively  contribute up to $2,250 annually,  with no more than
$2,000 to either account. Understanding the importance of saving for retirement,
Congress increased the $2,250 limit to $4,000 annually,  still with no more than
$2,000 in either account.  
- --------------------------------------------------------------------------------

               (MOUNTAIN GRAPH PLOTTED FROM DATA IN TABLE BELOW)

                               12% 
                              Year        $166      
                              ----   --------------
                                 0   $         0.00
                                 1   $     2,119.24
                                 2   $     4,492.79
                                 3   $     7,151.16
                                 4   $    10,128.54
                                 5   $    13,463.20
                                 6   $    17,198.02
                                 7   $    21,381.02
                                 8   $    26,065.99
                                 9   $    31,313.14
                                10   $    37,189.96
                                11   $    43,771.99
                                12   $    51,143.87
                                13   $    59,400.37
                                14   $    68,647.66
                                15   $    79,004.61
                                16   $    90,604.40
                                17   $   103,596.17
                                18   $   118,146.95
                                19   $   134,443.82
                                20   $   152,696.32
                                21   $   173,139.12
                                22   $   196,035.05
                                23   $   221,678.50
                                24   $   250,399.15
                                25   $   282,566.29
                                26   $   318,593.48
                                27   $   358,943.94
                                28   $   404,136.45
                                29   $   454,752.07
                                30   $   511,441.55


                                       11
<PAGE>
EXPERT MARKET INSIGHTS
                              
     The U.S stock market is at record levels and, many believe, overvalued. But
investors  do not want to sit in cash and miss  out on  gains.  What to do?  The
answer   may  be  to   move   some   money   into   international   markets--for
diversification, better values and higher profits.

     The U.S. has been one of the  top-performing  stock markets in this decade,
but that's  not  typical  on a  longer-term  basis.  Indeed,  over that  quarter
century,  the U.S.  stock market was not often in the top half of markets around
the world.

     It is not surprising that the U.S. typically underperforms.  It is a mature
economy and market and so, typically, one would not expect the market as a whole
to see the kind of growth that smaller and more dynamic  companies  can produce.
Indeed,  notwithstanding  the very fine growth companies that exist in the U.S.,
the  opportunity to experience  dynamic growth is one reason that many investors
look overseas.

FOREIGN COUNTRIES ARE GAINING GROUND
     This growth becomes clear when we look at the relative  decline in the U.S.
Twenty-five  years ago,  the U.S.  stock market  represented  80% of total world
stock  market  capitalization.  That is, four out of every five dollars in stock
markets  around the world was in a single market,  the United States.  With that
kind of  dominance,  there  was  perhaps  no need  for  U.S.  investors  to look
overseas.

     That's no longer  the case.  Today,  the U.S.,  still the  world's  largest
market,  represents  only  one-third of total world  capitalization.  Individual
sectors  reflect  the growth of foreign  economies.  There is not one U.S.  bank
among the  world's  largest  20 banks.  All 10 of the  world's  largest  utility
companies are outside the U.S., as are the 10 largest appliance companies.

[GRAPHIC:  FULL-LENGTH PHOTO OF ADRIAN DAY]
ADRIAN DAY, a well-known  newsletter  editor,  has been  managing  global equity
accounts for several years. He is offering a free issue of his newsletter Adrian
Day's  Investment  Analyst  to  shareholders  of our  funds.  Please  call us at
1-800-873-8637 for your complimentary copy.

LOOK AT THESE GREAT COMPANIES, AND THEY'RE INEXPENSIVE TOO!
     One can  hardly  afford  to  ignore  the rest of the  world!  Many of these
"foreign"  companies are names perfectly well known to us: Shell, an Anglo-Dutch
company,  with operations around the world;  British Petroleum,  the largest oil
producer in North America;  Nestle,  a Swiss company whose products are on every
U.S.  household's  shelves; and so on. There are other companies less well-known
to investors,  but which  dominate  their own local  markets or regions.

     Right now, after the U.S. stock market has experienced its strongest run in
history,  many of these  foreign  companies are  undervalued  compared with U.S.
counterparts,  particularly  when considering  their relative growth  prospects.
Telefonica de Espana, Spain's dominant phone and cable company which has rapidly
growing operations throughout Latin America, is selling at 14 times earnings and
yielding  nearly  3%.  Singapore  Airlines,  one of the  fastest  growing  major
airlines in the world with a  top-notch  balance  sheet,  sells at only 10 times
earnings and less than book. Portugal's growing financial  powerhouse,  Espirito
Santo (trading on the NYSE), sells at only 12 times depressed earnings,  at less
than book value, and yields 4.5%. New Zealand has one of the best-run  economies
in the world. Brierley Investment, a $2.5 billion regional conglomerate, rapidly
expanding in joint ventures  throughout  Southeast  Asia,  sells at only 8 times
earnings,  sells for book and yields  over 6%. You just don't find  values  like
that in the mature U.S. economy.

     Much of the world has  lagged  the U.S.  the last few  years.  Many  global
economies are starting to turn around as the impact of lower  domestic  interest
rates and  currencies  take  effect.  The better  values  available  abroad will
attract investment capital from investors  concerned about the high U.S. market.
This is a good  time to put some  money  to work in  growing  overseas  markets.


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