U S GLOBAL ACCOLADE FUNDS, 485APOS, 2000-12-29

U S GLOBAL ACCOLADE FUNDS
485APOS, 2000-12-29

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Registration No. 33-61542
Registration No. 811-7662

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. / /
Post-Effective Amendment No. 17

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Post-Effective Amendment No. 17

U.S. GLOBAL ACCOLADE FUNDS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

7900 Callaghan Road
San Antonio, Texas 78229
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

Registrant's Telephone Number, including Area Code (210) 308-1234

Frank E. Holmes, President
U.S. Global Accolade Funds
7900 Callaghan Road
San Antonio, Texas 78249-3340
(NAME AND ADDRESS OF AGENT FOR SERVICE)

Approximate date of proposed public offering:

It is proposed that this filing will become effective (check appropriate box):

/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/ / on March 1, 2001, pursuant to paragraph (b) of Rule 485
/X/ 60 days after filing pursuant to paragraph (a) of Rule 485
/ / on____________, pursuant to paragraph (a) of Rule 485.

................................................................................
CROSS REFERENCE SHEET
................................................................................

PART A

FORM N-1A ITEM NUMBER SECTION(S) IN PROSPECTUS
------------------------------------ -------------------------------------

1. Front and Back Cover Pages Same

2. Risk/Return Summary: Investments, Risk/Return Summary
Risks, and Performance Investment Objectives
Main Investment Strategies
Main Risks
Performance Information

3. Risk/Return Summary: Fee Table Fees and Expenses

4. Principal Investment Strategies, Same
and Related Risks

5. Management's Discussion of Fund Not Applicable
Performance

6. Management, Organization, Fund Management
and Capital Structure

7. Shareholder Information How to Buy Shares
How to Sell (Redeem) Shares
How to Exchange Shares
Important Information about Purchases
and Redemptions
Other Information About Your Account
Additional Investor Services

8. Distribution Arrangements Distribution Plan

9. Financial Highlights Information Financial Highlights

PART B

10. Cover Page and Table of Contents Same

11. Fund History General Information

12. Description of the Fund and Investment Restrictions and Risks
Its Investments Investment Strategies and Risks
Portfolio Transactions

13. Management of the Fund Same

14. Control Persons and Principal Principal Holders of Securities
Holders of Securities

15. Investment Advisory and Other Investment Advisory Services
Services General Information
Transfer Agency and Other Services
Distribution Plan

16. Brokerage Allocation and Portfolio Turnover
Other Practices Portfolio Transactions

17. Capital Stock and Other Securities General Information

18. Purchase, Redemption, Certain Purchases of Shares of
and Pricing of Shares the Fund
Additional Information on Redemptions

19. Taxation of the Fund Tax Status

20. Underwriters Underwriter/Distributor
Distribution Plan

21. Calculation of Performance Data Same

22. Financial Statements Cover Page
Financial Statements
<PAGE>

................................................................................
PART A. INFORMATION REQUIRED IN A PROSPECTUS (ITEMS 1 - 9)
................................................................................

U.S. GLOBAL ACCOLADE FUNDS

BONNEL GROWTH FUND

PROSPECTUS
MARCH 1, 2001

The Securities and Exchange Commission (SEC) has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC: U.S. Global Investors logo]

<PAGE>

CONTENTS

RISK/RETURN SUMMARY ..................................................... 1

PERFORMANCE ............................................................. 2

FEES AND EXPENSES ....................................................... 3

PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS ....................... 5

FUND MANAGEMENT ......................................................... 7

HOW TO BUY SHARES ....................................................... 8

HOW TO SELL (REDEEM) SHARES ............................................. 11

HOW TO EXCHANGE SHARES .................................................. 12

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS ................... 13

OTHER INFORMATION ABOUT YOUR ACCOUNT .................................... 16

ADDITIONAL INVESTOR SERVICES ............................................ 16

DISTRIBUTIONS AND TAXES ................................................. 17

FINANCIAL HIGHLIGHTS .................................................... 18

<PAGE>

RISK/RETURN SUMMARY

INVESTMENT OBJECTIVE

The Bonnel Growth Fund seeks long-term growth of capital.

The fund's trustees may change the objective without a shareholder vote upon
30-day written notice. If there is a material change to the fund's objective or
policies, you should consider whether the fund remains an appropriate investment
for you.

The fund is a series of the U.S. Global Accolade Funds (trust). The sub-adviser
for the fund is Bonnel, Inc. (Sub-Adviser).

MAIN INVESTMENT STRATEGIES

The fund invests primarily in a diversified portfolio of common stocks. In
general, the fund's Sub-Adviser uses a growth-style process to choose companies
for investment. A growth company is one that has had superior growth,
profitability, and quality relative to companies in the same industry and that
is expected to continue such performance. The fund may invest a significant
amount of its total assets in technology companies. The fund may also invest in
companies of all sizes; however, the Sub-Adviser currently focuses on small- and
medium-sized companies.

MAIN RISKS

The fund is designed for long-term investors and is not a complete investment
program. You may lose money by investing in the fund.

MARKET RISK

The fund is designed for long-term investors who can accept the risks of
investing in a portfolio with significant common stock holdings. Common stocks
tend to be more volatile than other investment choices such as bonds and money
market instruments. The value of the fund's shares will go up and down due to
movement of the overall stock market or of the value of the individual
securities held by the fund, and you could lose money.

PORTFOLIO MANAGEMENT

The skill of the Sub-Adviser will play a significant role in its analysis of
companies, companies sectors, economic trends, the relative attractiveness of
different market capitalization, or other matters.

SMALL- AND MEDIUM-SIZED COMPANY RISK

The Sub-Adviser's investment focus on small- and medium- sized companies
involves greater risk than a fund that invests primarily in larger, more
established companies. The stocks of small- and medium-sized companies often
fluctuate in price to a greater degree than stocks of larger, more mature
companies. Smaller companies may have more limited financial resources, fewer
product lines, and less liquid trading markets for their stock. The fund's
share price may experience greater volatility when the fund is more heavily
invested in small companies.

1
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TECHNOLOGY COMPANY RISK

The fund's investment in technology companies creates additional risk. The
technology sector has historically been volatile due to the rapid pace of
product change and development within the sector. The stock prices of companies
operating within this sector may be subject to abrupt or erratic movements.

GROWTH STOCK RISK

Because of their perceived growth potential, growth stocks are typically in
demand and tend to carry relatively high prices. Growth stocks generally
experience share price fluctuations as the market reacts to changing perceptions
of the underlying companies' growth potentials and broader economic activities.
If the fund's growth stocks do not produce the predicted earnings growth, their
share price may drop, and the fund's net asset value may decline.

PERFORMANCE

The following bar chart and table show the volatility of the fund's returns,
which is one indicator of the risks of investing in the fund. The bar chart
below shows changes in the fund's performance from year to year.

Annual Total Returns (As of December 31 Each Year)

[Graphic: Bar chart plotted from data in table below (Data to be provided with
485(b) filing).]

Best quarter shown in the bar chart above: ______% in _____ quarter _____

Worst quarter shown in the bar chart above: ______% in _____ quarter _____

2
<PAGE>

The table below compares the fund's average annual returns for the past one- and
five-year periods, as well as for the life of the fund, to those of unmanaged
indexes.

Average Annual Returns Since
(For the Periods Ending Inception
December 31, 2000) 1 Year 5 Years 10/17/94
----------------------- ------ ------- ---------
BONNEL GROWTH FUND
S&P 500 Index*
S&P Mid-Cap 400 Index**
Russell 2000 Index***

* The S&P 500 Stock Index is a widely recognized index of common stock prices
of U.S. companies.

** The S&P Mid-Cap 400 Index is a capitalization-weighted index that measures
the performance of the mid-range sector of the U.S. stock market.

*** The Russell 2000 Index consists of the 2,000 smallest companies in the
Russell 3000(r) Index, a widely recognized small-cap index.

Past performance does not guarantee future results.

FEES AND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES - DIRECT FEES

The following table describes the fees and expenses that you may pay if you buy
and hold shares of the fund. If you sell shares and request your money by wire
transfer, there is a $10 fee. Your bank may also charge a fee for receiving
wires.

Maximum sales charge (load) imposed on purchases None
Account closing fee* $10
Administrative exchange fee $ 5
Short-term trader's fee (If shares are exchanged
or redeemed in less than one month) 0.25%**
--------------------
* Does not apply to exchanges
** Percentage of value of shares redeemed or exchanged

ANNUAL FUND OPERATING EXPENSES INDIRECT FEES

Fund operating expenses are paid out of the fund's assets and are reflected in
the fund's share price and dividends. These costs are paid indirectly by
shareholders. "Other Expenses" include fund expenses such as custodian,
accounting, and transfer agent fees.

3
<PAGE>

The figures below show operating expenses as a percentage of the fund's net
assets during the fiscal year ended October 31, 2000.

Management fees 1.00%
Distribution (12b-1) fees 0.24%
Other expenses 0.31%
Total annual fund operating expenses* 1.55%

* Actual fund operating expenses were 1.54% as a result of expense
reductions of 0.01%

EXAMPLE OF EFFECT OF THE FUND'S OPERATING EXPENSES

This hypothetical example is intended to help you compare the cost of investing
in this fund with the cost of investing in other mutual funds. The example
assumes that:

- You invest $10,000.
- Your investment has a 5% annual return.
- The fund's operating expenses and returns remain the same.
- All dividends and distributions are reinvested.

You would pay the following expenses if you redeemed all of your shares at the
end of the periods shown:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$167 $496 $849 $1,844

You would pay the following expenses if you did not redeem your shares:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$157 $486 $839 $1,834

* Actual annual returns and fund operating expenses may be greater or less
than those provided for in the assumptions.

4
<PAGE>

PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

This section takes a closer look at the fund's principal investment strategies
and certain risks of investing in the fund.

INVESTMENT PROCESS

In selecting stocks for the fund, the Sub-Adviser, Bonnel, Inc., initially
applies a "top-down" analysis of the markets. This means that the Sub-Adviser
considers the growth potential of the capitalization categories (i.e., small,
medium, and large) and industry sectors. The Sub-Adviser chooses common stocks
within those categories that have the potential for capital appreciation. The
Sub-Adviser analyzes a company's capital appreciation potential based on various
investment criteria, which may include earnings figures, equity ownership by
management, market leadership, strong management, price to earnings ratios, debt
to equity ratios, stock price movement, magnitude of trading volume, and the
general growth prospects of the company. The Sub-Adviser considers the same
criteria when making decisions to sell common stocks held by the fund. The fund
may invest in companies of all sizes; however, the Sub-Adviser currently focuses
on companies with market capitalizations of less than $10 billion (medium- and
small-capitalization) at the time of initial purchase. The skill of the
Sub-Adviser will play a significant role in the fund's ability to achieve its
investment objective.

GENERAL PORTFOLIO POLICIES

PRINCIPAL TYPES OF INVESTMENTS AND RELATED RISKS

Under normal market conditions, at least 80% of the fund's total assets will be
invested in equity securities, which include common stock, and securities
convertible into common stock and preferred stock. Because the fund may invest
substantially all of its assets in common stocks, the main risk is that the
value of the stocks it holds may decrease in response to the activities of an
individual company or in response to general market, business, and economic
conditions. If this occurs, the fund's share price may also decrease.

OTHER TYPES OF INVESTMENTS, RELATED RISKS, AND CONSIDERATIONS

While not principal strategies, the fund may invest to a limited extent in
preferred stock and convertible securities, may purchase or sell options, may
invest in foreign securities and money market instruments, may lend portfolio
securities, may hold temporary investments such as repurchase agreements, and
may invest in illiquid securities. The risks of these types of instruments and
strategies are described below and in the Statement of Additional Information.

5
<PAGE>

While investment in foreign companies is not a current focus of the fund, the
fund may invest up to 25% of its total assets in the common stocks and other
equity securities of foreign issuers, but only if they are listed on a domestic
or foreign stock exchange, quoted on Nasdaq-AMEX, or traded on the domestic or
foreign over-the-counter market. The fund may invest in sponsored or unsponsored
American Depository Receipts (ADRs), which represent shares of foreign issuers.
As part of its foreign investments, the fund may invest up to 5% of its total
assets in emerging markets. Investments in foreign securities involve greater
risks than investments in domestic securities. Foreign securities tend to be
more volatile than domestic securities due to a number of factors, including
fluctuations in currency exchange rates; political, social, or economic
instability; and less stringent accounting, disclosure, and financial reporting
requirements in a particular country. These risks are generally intensified in
emerging markets.

The fund may purchase or sell options on individual securities and on equity
indexes. Options are generally used to hedge the portfolio against certain
market risks, but they may also be used to increase returns. Using options may
decrease returns and increase volatility.

The fund may invest up to 15% of its net assets in illiquid securities.
Disposition of illiquid securities often takes more time than more liquid
securities, may result in higher selling expenses, and may not be made at
desirable prices or at the prices at which such securities have been valued by
the fund.

For temporary defensive purposes, the fund may invest up to 100% of its assets
in liquid, high-grade money market instruments. When the fund is in a defensive
investment position, it may not achieve its investment objective.

The fund's portfolio turnover rate varies from year to year according to market
conditions and has historically exceeded 100%. A high turnover rate increases
transaction costs and may increase your exposure to capital gains taxes.

6
<PAGE>

FUND MANAGEMENT

INVESTMENT ADVISER

U.S. Global Investors, Inc., 7900 Callaghan Road, San Antonio, Texas 78229
(Adviser), furnishes investment advice and manages the fund's business affairs.
The Adviser was organized in 1968 and serves as investment adviser to U.S.
Global Investors Funds, a family of mutual funds with approximately $1.3 billion
in assets. For the fiscal year ended October 31, 2000, the Adviser was paid a
fee of 1.00% of net assets in the fund.

SUB-ADVISER

The Adviser has retained Bonnel, Inc., P.O. Box 649, Reno, Nevada 89504, to
serve as Sub-Adviser for the fund. Bonnel, Inc. has been the Sub-Adviser to the
fund since October 17, 1994. In consideration for investment management services
rendered to the fund, the Adviser shares the management fee (net of all expense
reimbursements and waivers, if any) with the Sub-Adviser. The fund is not
responsible for paying any portion of the Sub-Adviser's fees.
Adviser and Sub-Adviser 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.

PORTFOLIO MANAGER

Mr. Arthur Bonnel, President of Bonnel, Inc., is the fund's portfolio manager
and has been managing money professionally since 1970. Mr. Bonnel has managed
the Bonnel Growth Fund since October 17, 1994, and was previously the portfolio
manager of the MIM Stock Appreciation Fund from August 1987 through May 1994,
which had objectives, policies, and strategies that were substantially similar
to those of the Bonnel Growth Fund. The table below compares the performance of
the MIM Stock Appreciation Fund to the S&P 500, a widely recognized unmanaged
index that generally represents U.S. common stocks. The table shows average
annual returns for the one-year, three-year, and five-year periods ended
February 28, 1994, assuming the reinvestment of dividends and distributions, net
of fund expenses. The annual returns for Bonnel Growth Fund are available in the
Performance section of this prospectus. Past performance does not guarantee
future results.

7
<PAGE>

The MIM Stock
Appreciation Fund (a)
(For the Periods Ended 2/28/94) S&P 500 Index
------------------------------- -------------
One Year 21.58% 8.31%
Three Years 20.80% 11.61%
Five Years 20.64% 13.64%

(a) 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
annualized expense ratio of the BONNEL GROWTH FUND for the fiscal period
ended October 31, 2000, was 1.54%.

DISTRIBUTION PLAN

The fund has adopted a 12b-1 plan that allows the fund to pay the Adviser and
its affiliates for shareholder services and promotional expenses. Because this
fee is continually paid out of the fund's assets, over time it will increase the
cost of your investment and may potentially cost you more than other types of
sales charges. For the fiscal year ended October 31, 2000, fees paid by the fund
under this plan were 0.24% of the fund net assets.

HOW TO BUY SHARES

MINIMUMS

Initial Subsequent
Investment Investment
---------- ----------
Regular account $5,000 $ 50
ABC Investment Plan (r) $1,000 $100
Custodial accounts for minors $1,000 $ 50
Retirement account None None

Minimum investments may be waived at the discretion of the officers of the
trust.

SEND NEW ACCOUNT APPLICATIONS TO:

Shareholder Services
U.S. Global Investors, Inc.
P.O. Box 781234
San Antonio, TX 78278-1234

BY MAIL

Read this prospectus.

Fill out the application if you are opening a new account.

Make the check payable to the BONNEL GROWTH FUND for the amount you want to
invest.

Send the completed application and a check in the envelope provided.

8
<PAGE>

To add to an existing account, be sure to include your account number on
your check and mail it with the investment slip found on your confirmation
statement.

BY PHONE

We automatically grant all shareholders telephone exchange privileges
unless they decline them explicitly in writing.

If you already have a U.S. GLOBAL FUND account, you may purchase additional
shares by telephone order.

You must pay for them within seven business days.

Telephone purchases are not available for U.S. Global retirement accounts.

Telephone purchase orders may not exceed ten times the value of the
collected balance of all like-registered accounts on the date the order is
placed.

BY WIRE

Call 1-800-US-FUNDS for current wire instructions and a confirmation
number.

BY ABC INVESTMENT PLAN (r)

To purchase more shares automatically each month, fill out the ABC
Investment Plan(r) form.

U.S. GLOBAL ACCOLADE FUNDS automatically withdraws monies from your bank
account monthly.

See details on the application.

BY INTERNET

You can visit our web site, www.usfunds.com, to add to your investment
portfolio from your bank account. See our web site or call 1-800-US-FUNDS
for more information. Online purchases may not exceed $50,000.

IMPORTANT NOTES ABOUT PAYING FOR YOUR SHARES

Your check must be made payable to the BONNEL GROWTH FUND.

You may not purchase shares by credit card or third-party checks.

You may not exchange shares purchased by telephone until the fund has received
and accepted payment and has posted it to your account.

Checks drawn on foreign banks will not be invested until the collection process
is complete.

9
<PAGE>

The fund will cancel unpaid telephone orders and any decline in price of the
shares will be collected from shares of any affiliated funds you own.

If a check or ACH investment is returned unpaid due to nonsufficient funds, stop
payment, or other reasons, the fund will charge you $20, and you will be
responsible for any loss incurred by the fund. To recover any such loss or
charge, the fund reserves the right to redeem shares of any affiliated funds you
own, and you could be prohibited from placing further orders unless full payment
by wire or cashier's check accompanies the investment request.

Any expenses charged to the fund for collection procedures will be deducted from
the amount invested.

EFFECTIVE TIME FOR PURCHASE OR REDEMPTION ORDERS

Purchases of shares in the fund require payment by check or wire at the time the
order is received except for telephone purchases, which require payment within
seven business days after the order is received and accepted. If you purchase
shares by check, you can sell (redeem) those shares beginning ten business days
after your check is received by Shareholder Services - you can exchange into
other U.S. Global funds. The fund reserves the right to refuse to honor
redemptions if your check has not cleared. Redemptions or exchanges out of a
fund may be subject to a trader's fee. See Fees and Expenses for details.

Orders to purchase shares received after the close of the New York Stock
Exchange (NYSE), (typically, 4:00 p.m. Eastern time), will not become effective
until the next business day.

An order to establish a new account and purchase shares of the fund will become
effective, if accepted, at the time the fund next determines its net asset value
(NAV) per share after the fund's transfer agent has received:

a completed and signed application, and

a check or wire transfer for the full amount.

If you already have a BONNEL GROWTH FUND account, your order to purchase shares,
if accepted, will become effective at the time the fund next determines NAV
after the transfer agent receives your written request or telephone order.

In all cases, the shares purchased will be priced at the NAV per share next
determined after the time of effectiveness.

All purchases of shares are subject to acceptance by the fund and are not
binding until accepted.

10
<PAGE>

HOW TO SELL (REDEEM) SHARES

Send a written request showing your account number and the dollar amount or
number of shares you are redeeming to the address shown under "How to Buy
Shares."

Each registered shareholder must sign your request, with the signature(s)
appearing exactly as it does on your account registration.

Redemptions of more than $15,000 require a signature guarantee.

A signature guarantee may be required in other situations. See "Signature
Guarantee/Other Documentation."

If you have an identically registered account in a U.S. Global Investors
money market fund with checkwriting privileges, you may call the fund and
direct an exchange of your Bonnel Growth Fund shares into your existing
money market fund account. You may then write a check against your money
market fund account.

Telephone redemptions are not available for equity funds or shares held in
retirement accounts by the fund.

The fund may pay for shares you sell by "redeeming in kind," that is, by
giving you marketable securities (which typically will involve brokerage
costs for you to liquidate) rather than cash. The fund generally won't make
a redemption in kind unless your requests over a 90-day period total more
than $250,000 or 1% of the fund's assets, whichever is less.

IMPORTANT NOTES ABOUT REDEEMING YOUR SHARES

Generally, we will send payment for your redeemed shares to you within two
business days after your redemption request has been received and accepted
by the fund.

You may receive payment for redeemed shares via wire. To elect these
services, send the fund a written request giving your bank information with
signature guarantee for all registered owners. See Signature
Guarantee/Other Documentation.

You will be charged $10 for a wire transfer. International wire charges
will be higher.

11
<PAGE>

We will usually send a wire transfer the next business day after receipt of
your order.

Proceeds from the redemption of shares purchased by check may be delayed
until full payment for the shares has been received and cleared, which may
take up to ten business days from the purchase date.

To protect shareholders from the expense burden of excessive trading, the
fund charges 0.25% of the value of shares redeemed or exchanged when the
shares are held less than one month.

Upon closing your account, you will be charged a $10 account closing fee.

HOW TO EXCHANGE SHARES

When exchanging shares into other funds in the U.S. Global Investors family of
funds:

Each account must be registered identically; each must have the same
signatures and addresses.

You will be charged $5 by the transfer agent for each exchange out of any
fund account.

Retirement accounts administered by the Adviser or its agents may exchange
up to three times per calendar quarter at no charge. (A short-term trading
fee may apply.)

You may exchange shares using the automated telephone system, speaking to
an investment representative, using our web site, www.usfunds.com, or by
mail. Certain restrictions apply. Please call 1-800-US-FUNDS for more
details.

Exchanges made on our web site, www.usfunds.com, must be between your
existing accounts.

You are responsible for obtaining and reading the prospectus for the fund
into which you are exchanging.

Exchanges result in the sale of one fund's shares and the purchase of
another fund's shares, which is usually a taxable event to you.

Exchanges into any new fund are subject to that fund's initial and
subsequent investment minimums.

12
<PAGE>

Exchanges out of the fund of shares held less than one month are subject to
the short-term trading fee equal to 0.25% of the value of shares exchanged.

An exchange order is effective when the exchange request is received by the
funds, except that exchanges into and out of the Gold Shares and/or World
Gold Funds are not permitted after the earlier of 3:00 p.m. Eastern time or
the close of the NYSE, after which the exchange order will be effective on
the next business day.

Exchanges may be delayed until such time as the proceeds from the sale of
the fund out of which you wish to exchange are available to the fund, which
could take up to ten business days. In general, the fund expects to
exercise this right to delay the effectiveness of the purchase only on
exchanges of $50,000 or more. If your purchase will be delayed, you will be
notified immediately.

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

THE FUND RESERVES THE FOLLOWING RIGHTS

To modify or eliminate any special purchase or redemption services or
privileges.

To hold redemption proceeds for up to ten business days or longer if
permitted by the SEC.

To waive investment minimums or account minimum fees.

To refuse any application, investment, or exchange.

To require a signature guarantee or any other documentation.

To freeze any account and suspend account services when notice is received
that there is a dispute between registered or beneficial owners or there is
reason to believe a fraudulent transaction may occur.

ACCOUNT MINIMUMS

To reduce its expenses, the fund may redeem the shares in your account if your
balance drops below $5,000 for any reason other than share value decline. The
fund also may deduct a monthly $5 minimum balance fee (or the value of the
account if less than $5) from such accounts. Active ABC Investment Plan(r)
accounts, retirement accounts, and custodial accounts for minors are not subject
to these involuntary redemptions and balance fee policies.

13
<PAGE>

You will receive a 30-day written notice before the fund undertakes any
involuntary redemption. During that time, you may buy more shares to bring your
account above the minimum.

NET ASSET VALUE (NAV) CALCULATION

The price at which you buy, sell, or exchange fund shares is the NAV. The NAV of
the fund is calculated at the close of regular trading of the New York Stock
Exchange (NYSE), which is usually 4:00 p.m. Eastern time, each day that the NYSE
is open. NAV is determined by adding the value of the fund's investments, cash
and other assets, deducting liabilities, and dividing that value by the total
number of fund shares outstanding.

For a purchase, redemption, or exchange of fund shares, your price is the NAV
next calculated after your request is received in good order and accepted by the
fund, its agent, or designee. To receive a specific day's price, your request
must be received before the close of the NYSE on that day. (Note: for exchanges
out of the Gold Shares and/or World Gold Funds, your request must be received
before 3:00 p.m. Eastern time.)

When the fund calculates NAV, it values the securities it holds at market value.
When market quotes are not available or do not fairly represent market value, or
if a security's value has been materially affected by events occurring after the
close of a foreign market on which the security principally trades, the
securities may be valued at fair value. Fair value will be determined in good
faith using consistently applied procedures that have been approved by the
trustees. Money market instruments maturing within 60 days may be valued at
amortized cost, which approximates market value. Assets and liabilities
expressed in foreign currencies are converted into U.S. dollars at the
prevailing market rates quoted by one or more banks or dealers at 12:00 noon
Eastern time each day.

The fund may invest in portfolio securities that are primarily listed on foreign
exchanges or other markets that trade on weekends and other days when the fund
does not price its shares. As a result, the NAV of the fund may change on days
when you will not be able to purchase or redeem shares.

14
<PAGE>

SIGNATURE GUARANTEE/OTHER DOCUMENTATION

The fund requires signature guarantees to protect you and the fund from
attempted fraudulent requests for redeemed shares. Your redemption request must
therefore be in writing and accompanied by a signature guarantee if:

Your redemption request exceeds $15,000.

You request that payment be made to a name other than the one on your
account registration.

You request that payment be mailed to an address other than the one of
record with the fund.

You change or add information relating to your designated bank.

You have changed your address of record within the last 30 days.

You may obtain a signature guarantee from most banks, credit unions,
broker/dealers, savings and loans, and other eligible institutions. You cannot
obtain a signature guarantee from a notary public.

The guarantor must use a stamp "SIGNATURE GUARANTEED" and the name of the
financial institution. An officer of the institution must sign the guarantee. If
residing outside the United States, a Consular's seal will be accepted in lieu
of a signature guarantee. Military personnel may acknowledge their signatures
before officers authorized to take acknowledgments, e.g., legal officers, and
adjutants.

The signature guarantee must appear together with the signature(s) of all
registered owner(s) of the redeemed shares on the written redemption request.
Each signature must have a signature guarantee stamp.

Additional documents are required for redemptions by corporations, executors,
administrators, trustees, and guardians. For instructions call 1-800-US-FUNDS.

15
<PAGE>

OTHER INFORMATION ABOUT YOUR ACCOUNT

The fund takes precautions to ensure that telephone or online transactions are
genuine, including recording the transactions, testing shareholder identity, and
sending written confirmations to shareholders of record. The fund and its
service providers are not liable for acting upon instructions that are
communicated by telephone or computer that they believe to be genuine if these
procedures are followed.

CONFIRMATIONS

After any transaction, you will receive written confirmation including the
per-share price and the dollar amount and number of shares bought or redeemed.

PURCHASES THROUGH BROKER/DEALERS

You may buy fund shares through financial intermediaries such as broker/dealers
or banks, who may charge you a fee or have different account minimums, which are
not applicable if you buy shares directly from the fund.

ADDITIONAL INVESTOR SERVICES

ONLINE SERVICES

If you are a shareholder, you may use our web site to access your account
information 24 hours a day from your personal computer. Our web site allows you
to view account history, account balances, as well as make purchases and
exchanges among your existing accounts. Please visit us online at
www.usfunds.com.

RETIREMENT SERVICES

The fund is offered through a range of qualified retirement plans, including
IRAs, SEPs, 401(k) plans, 403(b) plans and other pension and profit-sharing
plans that are sponsored by _______________ . Pursuant to an agreement between
you and _____ , you will be charged an annual custodial fee as follows:

Regular IRA $10
Roth IRA $10
Education IRA $10
SEP IRA $15
SIMPLE IRA $25
Profit-sharing plan $15

These fees will be deducted from each fund in an account unless payment has
been received.

The fund offers many other services, such as payroll deductions, custodial
accounts, and systematic withdrawals.

Please call 1-800-US-FUNDS for more information.

16
<PAGE>

DISTRIBUTIONS AND TAXES

Unless you elect to have your distributions in cash, they will automatically be
reinvested in fund shares. The fund generally pays income dividends and
distributes capital gains, if any, annually. You should consult your tax adviser
regarding the particular tax consequences of your investment in the fund.

TAXES TO YOU

You will generally owe taxes on amounts distributed to you by the fund, whether
you reinvest the distributions in additional shares or receive them in cash.

Distributions of gains from the sale of assets held by the fund for more than a
year generally are taxable to you at the applicable long-term capital gains
rate, regardless of how long you have held fund shares. Distributions from other
sources generally are taxed as ordinary income.

Each year the fund will send you a statement that will detail the tax status of
distributions made to you for that year.

If you redeem fund shares that have gone up in value, you will have a taxable
gain when you redeem. Exchanges are treated as a redemption and purchase for tax
purposes. Therefore, you will also have a taxable gain upon exchange if the
shares redeemed have gone up in value.

17
<PAGE>

FINANCIAL HIGHLIGHTS

This table is intended to show you the fund's financial performance for the past
five years. Some of the information reflects financial results for a single fund
share. The total returns represent the rate at which an investor would have
earned (or lost) money on an investment in the fund. It assumes that all
dividends and capital gains have been reinvested.

Ernst & Young LLP, independent auditors, has audited this information for the
fiscal years ended October 31, 1999 and 2000 , and their report and the fund's
financial statements are included in the annual report, which is available by
request. Another accounting firm has audited this information for the fiscal
periods ended October 31, 1998.

<TABLE>
<CAPTION>
Year Ended October 31, Year Ended September 30,
---------------------- ------------------------
2000 1999 1998 1997 1996 2000 1999 1998
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value at Beginning of Period [Financial information to be provided with 485(b) filing]
Income from investment operations
Net investment income (loss)
Net realized and unrealized gains (losses) on securities
Total from investment operations
Less distributions
From net investment income
From capital gains
In excess of capital gains
Total distributions
Net Asset Value at End of Period
Total Return (Excluding Account Fees) (a)
Ratios/supplemental data (b)
Net assets, end of period (in thousands)
Ratio of expenses to average net assets
Ratio of expenses after fee reimbursements
and expense reductions
Ratio of net income (loss) to average net assets
Portfolio turnover

- For the month ended October 31, 1997.

(a) Total returns for periods less than one year are not annualized. Assumes
investment at the net asset value at the beginning of the period,
reinvestment of all distributions and a complete redemption of the
investment at the net asset value at the end of the period.

(b) Ratios are annualized for periods of less than one year. Expenses
reimbursed or offset reflect reductions to total expenses. Such amounts
would decrease the net investment income ratio had such reductions not
occurred.
</TABLE>

18
<PAGE>

BONNEL GROWTH FUND, A SERIES OF U.S. GLOBAL ACCOLADE FUNDS

More information on this fund is available at no charge, upon request.

ANNUAL/SEMI-ANNUAL REPORT

This report describes the fund's performance, lists holdings, and describes
recent market conditions, fund strategies, and other factors that had a
significant impact on the fund's performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

More information about this fund, its investment strategies, and related risks
is provided in the SAI. There can be no guarantee that the fund will achieve its
objective. The current SAI is on file with the SEC and is legally considered a
part of this prospectus.

TO REQUEST INFORMATION:

By Phone 1-800-873-8637

By Mail BONNEL GROWTH FUND
P.O. Box 781234
San Antonio, TX 78278-1234

By Internet http://www.usfunds.com

The SEC also maintains a website at http://www.sec.gov that contains the
Statement of Additional Information, material incorporated by reference and
other information that the fund files electronically with the SEC. You may also
visit the SEC's Public Reference Room in Washington, DC (1-202-942-8090), or
send a request plus a duplicating fee to the SEC, Public Reference Section,
Washington, DC 20549-0102, or by e-mail to [email protected].

BONNEL GROWTH FUND
SEC Investment Company Act File No. 811-7662

19
<PAGE>

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

Investing involves balancing potential rewards against potential risks. To
achieve higher rewards on your investment, you must be willing to take on higher
risk. If you are most concerned with safety of principal, a lower risk
investment will provide greater stability but with lower potential earnings.
Another strategy for dealing with volatile markets is to use the ABC Investment
Plan(r). The list below is a reward and risk guide to all of the mutual funds in
the U.S. Global Investors family of funds. This guide may help you decide if a
fund is suitable for your investment goals. This illustration is for comparative
purposes and is intended to describe general characteristics. It does not
represent past or future performance.

HIGH REWARD - HIGH RISK China Region Opportunity Fund
Regent Eastern European Fund
Gold Shares Fund
World Gold Fund
Global Resources Fund
BONNEL GROWTH FUND

MODERATE REWARD - All American Equity Fund
MODERATE RISK MegaTrends Fund
Equity Income Fund
Tax Free Fund
Near-Term Tax Free Fund

LOW REWARD - LOW RISK U.S. Government Securities Savings Fund
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.

OTHER FUND SERVICES

The fund offers additional services to meet the unique needs of our investors,
including:

Payroll deduction plans, including military allotments.

Custodial accounts for minors.

Systematic withdrawal plans.

Retirement plans such as IRA, SEP/IRA, Roth IRA, Education IRA, SIMPLE IRA,
403(b)(7), 401(k), and employer-adopted defined contribution plans.

This page is not a part of the prospectus.

20
..............................................................................
<PAGE>

U.S. GLOBAL ACCOLADE FUNDS

MEGATRENDS FUND

PROSPECTUS
MARCH 1, 2001

The Securities and Exchange Commission (SEC) has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC:U.S. Global Investors, Inc. Logo]

<PAGE>

CONTENTS

RISK/RETURN SUMMARY 1

PERFORMANCE 3

FEES AND EXPENSES 4

PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS 5

FUND MANAGEMENT 7

HOW TO BUY SHARES 9

HOW TO SELL (REDEEM) SHARES 12

HOW TO EXCHANGE SHARES 13

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS 14

OTHER INFORMATION ABOUT YOUR ACCOUNT 16

ADDITIONAL INVESTOR SERVICES 17

DISTRIBUTIONS AND TAXES 18

FINANCIAL HIGHLIGHTS 19

<PAGE>

RISK/RETURN SUMMARY

INVESTMENT OBJECTIVES

The MegaTrends Fund seeks long-term capital appreciation consistent with the
preservation of capital. Earning current income from dividends, interest, and
short-term capital gains is a secondary objective.

The fund is a series of U.S. Global Accolade Funds (trust). The sub-adviser for
the fund is Money Growth Institute, Inc. (Sub-Adviser).

MAIN INVESTMENT STRATEGIES

The fund has a flexible investment strategy. The fund may invest any portion of
its assets in the following three asset classes: stocks, bonds, or money market
instruments. Currently, the fund's portfolio holds primarily stocks in order to
pursue growth potential.

The Sub-Adviser balances the fund's investments in stocks, bonds, or money
market instruments based on its analysis of major economic themes. The
Sub-Adviser performs statistical analysis of monetary and economic trends and
evaluates the financial markets to identify "megatrends" in the global economy.
The Sub-Adviser's analysis primarily focuses on the potential for inflation or
deflation and how these trends affect the risk potential in the stock and bond
markets. The Sub-Adviser uses this analysis to allocate the fund's assets
between stocks, bonds, and money market instruments. The Sub-Adviser may
significantly overweight or underweight the fund's assets in one of these asset
classes.

Historically, the Sub-Adviser has invested the fund's assets in a diversified
portfolio consisting primarily of common stocks issued by U.S. companies. The
Sub-Adviser uses a combination of growth- and value-style of stock selection.
Value-investing places an emphasis on strong balance sheets, substantial free
cash flow, and a record of rising dividends or a high dividend yield. In
addition, the Sub-Adviser seeks growth at a reasonable price by looking at a
company's projected growth rate compared to its price to earnings ratio. The
Sub-Adviser currently intends to remain primarily invested in stocks unless the
Sub-Adviser's analysis causes it to determine that all or a portion of the
fund's assets should be shifted to either bonds or money market instruments.

MAIN RISKS

The fund is designed for long-term investors and is not a complete investment
program. You may lose money by investing in the fund.

1
<PAGE>

Market Risk

From time to time, the fund may invest all or a portion of its assets in bonds.
The value of bonds may fluctuate based on changes in the level of interest
rates. The value of bonds generally goes up when interest rates decline and goes
down when interest rates rise. Bonds also are subject to credit risk.

Growth Stock Risk

Value Risk

The determination that a stock is undervalued is subjective. The market may not
agree and the stock's price may not rise to what the Sub-Adviser believes is its
full value. It may even decrease in value. Value stocks may also become
unpopular.

Small Company Risk

The fund may invest in smaller companies. Investment in smaller companies
involves greater risk than investment in larger, more established companies. The
stocks of small- and medium-size companies often fluctuate in price to a greater
degree than stocks of larger, more mature companies. Smaller companies may have
more limited financial resources, fewer product lines, and less liquid trading
markets for their stock.

Portfolio Management

The skill of the Sub-Adviser will play a significant role in the fund's ability
to achieve its investment objectives. The fund's investment results depend on
the ability of the Sub-Adviser to correctly identify economic "megatrends,"
especially with regard to accurately forecasting inflationary and deflationary
periods. In addition, the fund's investment results depend on the Sub-Adviser's
ability to shift the fund's assets into the asset classes at the times and in
the amounts that will benefit the fund's performance. Historical evidence
indicates that accurately balancing asset classes based on major economic themes
has been an extremely difficult investment strategy to implement on a consistent
basis. While the Sub-Adviser has substantial experience in applying balancing
techniques, there is no assurance that the Sub-Adviser will correctly anticipate
relative asset class performance in the future on a consistent basis.

2
<PAGE>

PERFORMANCE

ANNUAL TOTAL RETURNS (As Of December 31 Each Year)

[Graphic: Bar chart plotted from data in table below (Data to be provided with
485(b) filing).]

Best quarter shown in the bar chart above: ______% in _____ quarter _____

Worst quarter shown in the bar chart above: ______% in _____ quarter _____

The table below compares the fund's average annual returns for the past one- and
five-year periods, as well as for the life of the fund, to those of unmanaged
indexes.

Average Annual Total Returns Since
(For the Periods Ending Inception,
December 31, 2000) 1 Year 5 Years 10/21/91
---------------------------- ------ ------- ----------
MEGATRENDS FUND
S&P 500 Index*
Lipper Flexible Portfolio Funds Index**

* The S&P 500 Stock Index is a widely recognized index of common stock prices
of U.S. companies.

** The Lipper Flexible Portfolio Funds Index includes funds that allocate
investments across various asset classes, including domestic common stocks,
bonds, and money market instruments with a focus on total return.

Past performance does not guarantee future results.

3
<PAGE>

FEES AND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES - DIRECT FEES

Maximum sales charge (load) imposed on purchases None
Account closing fee* $10
Administrative exchange fee $ 5
Short-term trader's fee (If shares are exchanged or
redeemed in less than one month) 0.25%**
--------------------
* Does not apply to exchanges
** Percentage of value of shares redeemed or exchanged

ANNUAL FUND OPERATING EXPENSES - INDIRECT FEES

The figures below show operating expenses as a percentage of the fund's net
assets during the fiscal year ended October 31, 2000.

Management fees 1.00%
Distribution (12b-1) fees 0.20%
Other expenses 1.12%
Total annual fund operating expenses* 2.32%

* Actual fund operating expenses were 2.31% as a result of expense reductions of
0.01%

EXAMPLE OF EFFECT OF THE FUND'S OPERATING EXPENSES

This hypothetical example is intended to help you compare the cost of investing
in this fund with the cost of investing in other mutual funds. The example
assumes that:

- You invest $10,000.
- Your investment has a 5% annual return.
- The fund's operating expenses and returns remain the same. *

4
<PAGE>

- All dividends and distributions are reinvested.

You would pay the following expenses if you redeemed all of your shares at the
end of the periods shown:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$244 $731 $1,245 $2,656

You would pay the following expenses if you did not redeem your shares:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$234 $721 $1,235 $2,646

- Actual annual returns and fund operating expenses may be greater or
less than those provided for in the assumptions.

PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

This section takes a closer look at the fund's principal investment strategies
and certain risks of investing in the fund.

PRINCIPAL INVESTMENT STRATEGIES

The fund may invest any portion of its assets in the following three asset
classes:

Stocks: Securities that represent shares of ownership in a company and usually
carry voting rights and earn dividends, including common stocks, preferred
stocks, and securities convertible into common stocks.

Bonds: Securities representing money borrowed that must be repaid later. Bonds
have specific maturities and usually a specific rate of interest or an original
purchase discount. Bonds include U.S. Government obligations and corporate debt.

Money Market Instruments: Short-term debt obligations of governments and
corporations.

The fund's assets are invested primarily based on the Sub- Adviser's statistical
analysis of monetary and economic trends, and evaluation of the financial
markets, which assist the Sub-Adviser in identifying major economic themes,
otherwise known as "megatrends." The Sub-Adviser's analysis is based primarily
on evaluating inflationary and deflationary pressures in the economy. In
general, during inflationary periods, the Sub-Adviser will invest primarily in
stocks, and during deflationary periods, the Sub-Adviser will invest primarily
in bonds.

5
<PAGE>

INVESTMENT PROCESS

The Sub-Adviser for the fund is Money Growth Institute, Inc. The Sub-Adviser's
investment process is based primarily on portfolio balancing techniques
developed by Dr. Stephen Leeb, President, and controlling shareholder of the
Sub- Adviser, and his staff. The Sub-Adviser has developed models over the years
to assist it in assessing economic "megatrends" and the resulting relative risk
potential in the stock and bond markets. These models emphasize general economic
and monetary factors and, to a lesser extent, trends in the stock and bond
markets themselves.

When the Sub-Adviser's analysis supports the fund's investment in stocks, the
Sub-Adviser selects stocks by utilizing a combination of growth and value style
of investing. In addition, the fund generally will invest in large companies
that are dominant in their industry, have quality management, and display
strong, stable financial health. The common stocks of such companies generally
are traded on major stock exchanges and have a high degree of liquidity. The
Sub-Adviser may also invest in smaller companies but does not currently intend
to invest more than 5% of the fund's assets in stocks with market
capitalizations of less than $300 million at the time of purchase. While the
fund is diversified, the Sub-Adviser may invest a significant portion of the
fund's assets in the stock of a single company. As a result, a single security's
increase or decrease in value may have a greater impact on the fund's share
price and total return.

The Sub-Adviser may invest all or a portion of the fund's assets in bonds or
money market instruments when it believes that such securities provide the
potential for better investment performance and a higher level of safety than
stocks. The Sub-Adviser has developed models that assist it in assessing risk in
the bond markets and interest rate trends. The maturities of the bonds in the
fund's portfolio will be based in large measure on both the Sub-Adviser's
perception of general risk levels in the bond market versus the stock market and
the Sub-Adviser's perception of the future trend and term structure of interest
rates.

GENERAL PORTFOLIO POLICIES

PRINCIPAL TYPES OF INVESTMENTS, AND RELATED RISKS

Because the fund may invest substantially all of its assets in common stocks of
U.S. companies, the main risk is that the value of the stocks it holds may
decrease in response to the activities of an individual company or in response
to general market, business, and economic conditions. If this occurs, the fund's
share price may also decrease.

6
<PAGE>

OTHER TYPES OF INVESTMENTS, RELATED RISKS, AND CONSIDERATIONS

While not principal strategies, the fund may lend portfolio securities, may
invest in foreign securities and convertible securities, may hold temporary
investments such as repurchase agreements, and may invest in illiquid
securities. In addition, the fund may invest in zero-coupon bonds, real estate
investment trusts (REITs), and when-issued or delayed-delivery securities. The
risks of these types of instruments and strategies are described below and in
the Statement of Additional Information.

For temporary defensive purposes, the fund may invest up to 100% of its assets
in U.S. Government securities, short-term indebtedness, money market
instruments, or other high-grade cash equivalents, each denominated in U.S.
dollars or any other freely convertible currency; or repurchase agreements. When
the fund is in a defensive investment position, it may not achieve its
investment objective.

The Sub-Adviser may sell the fund's portfolio securities without regard to
holding periods if such transactions are in the best interests of the fund.
Increased portfolio turnover may result in higher costs for brokerage
commissions, dealer mark-ups, and other transaction costs and may result in
taxable capital gains. The fund's historical portfolio turnover rates are noted
under Financial Highlights.

FUND MANAGEMENT

INVESTMENT ADVISER

U.S. Global Investors, Inc., 7900 Callaghan Road, San Antonio, Texas 78229,
(Adviser) furnishes investment advice and manages the fund's business affairs.
The Adviser was organized in 1968 and serves as investment adviser to U.S.
Global Investors Funds, a family of mutual funds with approximately $1.3 billion
in assets. For the fiscal year ended October 31, 2000, the Adviser was paid a
fee of 1.00% of net assets in the fund.

SUB-ADVISER

The Adviser has retained Money Growth Institute, Inc., 500 5th Avenue, Suite
3120, New York, New York 10110, to serve as the Sub-Adviser for the fund. Money
Growth Institute, Inc. has been the Sub-Adviser for the fund since November 18,
1996. The Sub-Adviser manages the composition of the portfolio and is
responsible for day-to-day investment management of the fund. In consideration
for investment management services rendered to the fund, the Adviser shares the
management fee (net of all expense reimbursements and waivers, if any) with the
Sub-Adviser. The fund is not responsible for paying any portion of the
Sub-Adviser's fees.

7
<PAGE>

Adviser and Sub-Adviser investment personnel may invest in securities for their
own accounts according to codes of ethics that establish procedures for personal
investing and restrict certain transactions.

PORTFOLIO MANAGER

Dr. Stephen Leeb is the fund's portfolio manager. Dr. Leeb has been engaged in
the business of providing investment advisory and portfolio management services
since the late 1970s. Dr. Leeb is the editor of Personal Finance, one of the
most widely read financial newsletters, and The Big Picture, a well-known market
timing newsletter. In addition, Dr. Leeb is the author of the acclaimed books,
Defying the Market, Getting in on the Ground Floor, Market Timing for the
Nineties, and The Agile Investor. Dr. Leeb holds a Bachelor's Degree in
Economics from The Wharton School of Business at the University of Pennsylvania.
He also received an M.A. in Psychology and Math and a Ph.D. in Psychology from
the University of Illinois. Dr. Leeb has been quoted in numerous financial
publications, and he has appeared on Wall Street Week, Nightly Business Report,
CNN, and CNBC.

DISTRIBUTION PLAN

8
<PAGE>

HOW TO BUY SHARES

MINIMUMS

Initial Subsequent
Investment Investment
---------- ----------
Regular account $5,000 $ 50
ABC Investment Plan (r) $1,000 $100
Custodial accounts for minors $1,000 $ 50
Retirement account None None

Minimum investments may be waived at the discretion of the officers of the
trust.

SEND NEW ACCOUNT APPLICATIONS TO

Shareholder Services
U.S. Global Investors, Inc.
P.O. Box 781234
San Antonio, TX 78278-1234

BY MAIL

Read this prospectus.

Fill out the application if you are opening a new account.

Make the check payable to the MEGATRENDS FUND for the amount you want to
invest.

Send the completed application and a check in the envelope provided.

To add to an existing account, be sure to include your account number on
your check and mail it with the investment slip found on your confirmation
statement.

BY PHONE

We automatically grant all shareholders telephone exchange privileges
unless you decline them explicitly in writing.

If you already have a U.S. GLOBAL FUND account, you may purchase additional
shares by telephone order.

You must pay for them within seven business days.

Telephone purchases are not available for U.S. Global retirement accounts.

Telephone purchase orders may not exceed ten times the value of the
collected balance of all like-registered accounts on the date the order is
placed.

BY WIRE

Call 1-800-US-FUNDS for current wire instructions and a confirmation
number.

9
<PAGE>

BY ABC INVESTMENT PLAN(r)

To purchase more shares automatically each month, fill out the ABC
Investment Plan(r) form.

U.S. GLOBAL ACCOLADE FUNDS automatically withdraws monies from your bank
account monthly.

See details on the application.

BY INTERNET

IMPORTANT NOTES ABOUT PAYING FOR YOUR SHARES

Your check must be made payable to the MEGATRENDS FUND.

You may not purchase shares by credit card or third-party checks.

You may not exchange shares purchased by telephone until the fund has received
and accepted payment and has posted it to your account.

Checks drawn on foreign banks will not be invested until the collection process
is complete.

The fund will cancel unpaid telephone orders and any decline in price of the
shares will be collected from shares of any affiliated funds you own.

Any expenses charged to the fund for collection procedures will be deducted from
the amount invested.

EFFECTIVE TIME FOR PURCHASE OR REDEMPTION ORDERS

If you purchase shares by check, you can sell (redeem) those shares beginning
seven calendar days after your check is received by Shareholder Services--you
can exchange into other U.S. Global funds. The fund reserves the right to refuse
to honor redemptions if your check has not cleared. Redemptions or exchanges out
of a fund may be subject to a trader's fee. See Fees and Expenses for details.

<PAGE>

Orders to purchase shares received after the close of the New York Stock
Exchange (NYSE), (typically, 4:00 p.m. Eastern time), will not become effective
until the next business day.

a completed and signed application, and

a check or wire transfer for the full amount.

If you already have a MEGATRENDS FUND account, your order to purchase shares, if
accepted, will become effective at the time the fund next determines NAV after
the transfer agent receives your written request or telephone order.

In all cases, the shares purchased will be priced at the NAV per share next
determined after the time of effectiveness.

All purchases of shares are subject to acceptance by the fund and are not
binding until accepted.

11
<PAGE>

HOW TO SELL (REDEEM) SHARES

Send a written request showing your account number and the dollar amount or
number of shares you are redeeming to the address shown under "How to Buy
Shares."

Each registered shareholder must sign your request, with the signature(s)
appearing exactly as it does on your account registration.

Redemptions of more than $15,000 require a signature guarantee.

A signature guarantee may be required in other situations. See "Signature
Guarantee/Other Documentation."

If you have an identically registered account in a U.S. Global Investors
money market fund with checkwriting privileges, you may call the fund and
direct an exchange of your MegaTrends Fund shares into your existing money
market fund account. You may then write a check against your money market
fund account.

Telephone redemptions are not available for equity funds or shares held in
retirement accounts by the fund.

IMPORTANT NOTES ABOUT REDEEMING YOUR SHARES

Generally, we will send payment for your redeemed shares to you within two
business days after your redemption request has been received and accepted
by the fund.

You will be charged $10 for a wire transfer. International wire charges
will be higher.

We will usually send a wire transfer the next business day after receipt of
your order.

12
<PAGE>

To protect shareholders from the expense burden of excessive trading, the
fund charges 0.25% of the value of shares redeemed or exchanged when the
shares are held less than one month.

Upon closing your account, you will be charged a $10 account closing fee.

HOW TO EXCHANGE SHARES

When exchanging shares into other funds in the U.S. Global Investors family of
funds:

Each account must be registered identically; each must have the same
signatures and addresses.

You will be charged $5 by the transfer agent for each exchange out of any
fund account.

Retirement accounts administered by the Adviser or its agents may exchange
up to three times per calendar quarter at no charge. (Short-term trading
fee may apply.)

Exchanges made on our web site, www.usfunds.com, must be between your
existing accounts.

You are responsible for obtaining and reading the prospectus for the fund
into which you are exchanging.

Exchanges result in the sale of one fund's shares and the purchase of
another fund's shares, which is usually a taxable event to you.

Exchanges into any new fund are subject to that fund's initial and
subsequent investment minimums.

Exchanges out of the fund of shares held less than one month are subject to
the short-term trading fee equal to 0.25% of the value of shares exchanged.

13
<PAGE>

Exchanges may be delayed until such time as the proceeds from the sale of
the fund out of which you wish to exchange are available to the fund, which
could take up to seven days. In general, the fund expects to exercise this
right to delay the effectiveness of the purchase only on exchanges of
$50,000 or more. If your purchase will be delayed, you will be notified
immediately.

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

THE FUND RESERVES THE FOLLOWING RIGHTS

To modify or eliminate any special purchase or redemption services or
privileges.

To hold redemption proceeds for up to ten business days, or longer if
permitted by the SEC.

To waive investment minimums or account minimum fees.

To refuse any application, investment, or exchange.

To require a signature guarantee or any other documentation.

ACCOUNT MINIMUMS

You will receive a 30-day written notice before the fund undertakes any
involuntary redemption. During that time, you may buy more shares to bring your
account above the minimum.

14
<PAGE>

NET ASSET VALUE (NAV) CALCULATION

SIGNATURE GUARANTEE/OTHER DOCUMENTATION

Your redemption request exceeds $15,000.

You request that payment be made to a name other than the one on your
account registration.

15
<PAGE>

You request that payment be mailed to an address other than the one of
record with the fund.

You change or add information relating to your designated bank.

You have changed your address of record within the last 30 days.

You may obtain a signature guarantee from most banks, credit unions,
broker/dealers, savings and loans, and other eligible institutions. You cannot
obtain a signature guarantee from a notary public.

Additional documents are required for redemptions by corporations, executors,
administrators, trustees, and guardians. For instructions call 1-800-US-FUNDS.

OTHER INFORMATION ABOUT YOUR ACCOUNT

The fund takes precautions to ensure that telephone or online transactions are
genuine, including recording the transactions, testing shareholder identity, and
sending written confirmations to shareholders of record. The fund and its
service providers are not liable for acting upon instructions, communicated by
telephone or computer, that they believe to be genuine if these procedures are
followed.

CONFIRMATIONS

After any transaction, you will receive written confirmation including the
per-share price and the dollar amount and number of shares bought or redeemed.

PURCHASES THROUGH BROKER/DEALERS

16
<PAGE>

ADDITIONAL INVESTOR SERVICES

ONLINE SERVICES

RETIREMENT SERVICES

The fund is offered through a range of qualified retirement plans, including
IRAs, SEPs, 401(k) plans, 403(b) plans and other pension and profit-sharing
plans that are sponsored by Security Trust and Financial Company (STFC).
Pursuant to an agreement between you and STFC, you will be charged an annual
custodial fee as follows:

Regular IRA $10
Roth IRA $10
Education IRA $10
SEP IRA $15
SIMPLE IRA $25
Profit-sharing plan $15

The trust company will deduct these fees from each fund in an account unless
payment has been received.

The fund offers many other services, such as payroll deductions, custodial
accounts, and systematic withdrawals.

Please call 1-800-US-FUNDS for more information.

17
<PAGE>

DISTRIBUTIONS AND TAXES

TAXES TO YOU

You will generally owe taxes on amounts distributed to you by the fund, whether
you reinvest the distributions in additional shares or receive them in cash.

Each year the fund will send you a statement that will detail the tax status of
distributions made to you for that year.

18
<PAGE>

FINANCIAL HIGHLIGHTS

This table is intended to show you the fund's financial performance for the past
five years. Some of the information reflects financial results for a single fund
share. Total returns represent the rate at which an investor would have earned
(or lost) money on an investment in the fund. It assumes that all dividends and
capital gains have been reinvested.

Ernst & Young LLP, independent auditors, has audited this information for the
fiscal years ended October 30, 1999 and 2000, and their report and the fund's
financial statements are included in the annual report, which is available by
request. Other accounting firms have audited this information for the fiscal
periods ended October 31, 1998, October 31, 1997, and June 30, 1996 through
1997.

<TABLE>
<CAPTION>
Year Ended October 31, Year Ended June 30,
---------------------------- -------------------
2000 1999 1998 1997* 1997** 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value at Beginning of Period
Income from investment operations [Financial information to be provided with 485(b) filing.]
Net investment income (loss)
Net realized and unrealized gains (losses) on securities
Total from investment operations
Less distributions
From net investment income
In excess of net investment income
From capital gains
In excess of capital gains
Total distributions
Net Asset Value at End of Period
Total Return (Excluding Account Fees) (a)
Ratios/supplemental data (b)
Net assets, end of period (in thousands)
Ratio of expenses to average net assets
Ratio of expenses after fee reimbursements and expense
reductions
Ratio of net income (loss) to average net assets
Portfolio turnover

* For the four months ended October 31, 1997.

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

(a) Total returns for periods less than one year are not annualized. Assumes an
investment at the net asset value at the beginning of the period,
reinvestment of all distributions and a complete redemption of the
investment at the net asset value at the end of the period.

19
<PAGE>

MEGATRENDS FUND, A SERIES OF U.S. GLOBAL ACCOLADE FUNDS

More information on this fund is available at no charge, upon request:

ANNUAL/SEMI-ANNUAL REPORT

STATEMENT OF ADDITIONAL INFORMATION (SAI)

More information about this fund, its investment strategies, and related risks
is provided in the SAI. There can be no guarantee that the fund will achieve its
objectives. The current SAI is on file with the SEC and is legally considered a
part of this prospectus.

TO REQUEST INFORMATION

By Phone 1-800-873-8637

By Mail MegaTrends Fund
P.O. Box 781234
San Antonio, TX 78278-1234

By Internet http://www.usfunds.com

The SEC also maintains a website at http://www.sec.gov that contains the
Statement of Additional Information, material incorporated by reference, and
other information that the fund files electronically with the SEC. You may also
visit the SEC's Public Reference Room in Washington, DC (1-202-942-8090) or send
a request plus a duplicating fee to the SEC, Public Reference Section,
Washington, DC 20549-0102, or by e-mail to [email protected].

MEGATRENDS FUND
SEC Investment Company Act File No. 811-7662

20
<PAGE>

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

High Reward - High Risk China Region Opportunity Fund
Regent Eastern European Fund
Gold Shares Fund
World Gold Fund
Global Resources Fund
Bonnel Growth Fund

Moderate Reward - All American Equity Fund
Moderate Risk MEGATRENDS FUND
Equity Income Fund
Tax Free Fund
Near-Term Tax Free Fund

Low Reward - Low Risk U.S. Government Securities Savings Fund
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.

Other Fund Services

The fund offers additional services to meet the unique needs of our investors,
including:

Payroll deduction plans, including military allotments.

Custodial accounts for minors.

Systematic withdrawal plans.

Retirement plans such as IRA, SEP/IRA, Roth IRA, Education IRA, SIMPLE
IRA, 403(b)(7), 401(k), and employer-adopted defined contribution
plans.

This page is not a part of the prospectus.

21
..............................................................................
<PAGE>

U.S. GLOBAL ACCOLADE FUNDS

REGENT EASTERN EUROPEAN FUND

PROSPECTUS
MARCH 1, 2001

The Securities and Exchange Commission (SEC) has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC: U.S. Global Investors, Inc. Logo]

<PAGE>

CONTENTS

RISK/RETURN SUMMARY 1

PERFORMANCE 3

FEES AND EXPENSES 4

PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS 5

FUND MANAGEMENT 12

HOW TO BUY SHARES 14

HOW TO SELL (REDEEM) SHARES 17

HOW TO EXCHANGE SHARES 18

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS 20

OTHER INFORMATION ABOUT YOUR ACCOUNT 22

ADDITIONAL INVESTOR SERVICES 23

DISTRIBUTIONS AND TAXES 24

FINANCIAL HIGHLIGHTS 25

<PAGE>

RISK/RETURN SUMMARY

INVESTMENT OBJECTIVE

The Regent Eastern European Fund seeks long-term growth of capital.

The fund is a series of U.S. Global Accolade Funds (trust). The sub-adviser for
the fund is Regent Fund Management Limited (Sub-Adviser).

MAIN INVESTMENT STRATEGIES

The fund invests primarily in a diversified portfolio of the common stocks of
companies located in the emerging markets of Eastern Europe. In general, Eastern
European countries are in the early stages of industrial, economic, or capital
market development. Eastern European countries may include countries that were,
until recently, governed by communist governments or countries that, for any
other reason, have failed to achieve levels of industrial production, market
activity, or other measures of economic development typical of the developed
European countries. Although the fund may invest in any Eastern European
country, it will focus its investment in companies located in Poland, the Czech
Republic, and Hungary, and, to a lesser extent, Russia, Croatia, Slovenia and
the Slovak Republic.

While the fund may invest in companies of any size, it will emphasize companies
that are large capitalization companies relative to the size of their local
markets and generally have local brand name recognition in their industry.

MAIN RISKS

The fund is designed for long-term investors who can accept the special risks of
investing in Eastern European countries that are not typically associated with
investing in more established economies or securities markets. You should
carefully consider your ability to assume these risks before making an
investment in the fund. An investment in shares of the fund is not a complete
investment program. The fund is speculative and is not appropriate for all
investors. You may lose money by investing in the fund.

MARKET RISK

1
<PAGE>

PORTFOLIO MANAGEMENT

The skill of the Sub-Adviser will play a significant role in its analysis of
companies, sectors, economic trends, the relative attractiveness of different
sizes of stocks, and other matters.

FOREIGN SECURITIES/EMERGING MARKETS

The fund's investments in foreign securities are subject to special risks. The
fund's returns and share price may be affected to a large degree by several
factors including fluctuations in currency exchange rates; political, social, or
economic instability; and less stringent accounting, disclosure, and financial
reporting requirements in a particular country. These risks are generally
intensified in emerging markets, which includes those countries in which the
fund primarily invests. Political and economic structures in Eastern European
countries are in their infancy and developing rapidly, and such countries may
lack the political, social, and economic stability characteristic of more
developed countries. In addition, Eastern European securities markets are
substantially smaller, less liquid, and significantly more volatile than
securities markets in the U.S. or Western Europe. The fund's share price will
reflect the movements of the different stock markets in which it is invested and
the currencies in which its investments are denominated.

While the Sub-Adviser's investment focus is on companies in Eastern Europe that
are large-capitalization companies in their local markets, these companies may
be small by the standards of U.S. or Western European stock market
capitalization. The stocks of such companies often fluctuate in price to a
greater degree than stocks of larger companies in more developed markets.

GEOGRAPHIC CONCENTRATION - EASTERN EUROPE

The fund concentrates its investments in companies located in Eastern Europe.
Because of this, companies in the fund's portfolio may react similarly to
political, social, and economic developments in any of the Eastern European
countries. For example, many companies in the same region may be dependent on
related government fiscal policies. Companies may be adversely affected by new
or unanticipated legislative changes that could affect the value of such
companies and, therefore, the fund's share price. The fund's returns and share
price may be more volatile than those of a less concentrated portfolio.

2
<PAGE>

PERFORMANCE

Annual Total Returns (As of December 31 Each Year)

[Graphic: Bar chart plotted from data in table below (Data to be provided with
485(b) filing).]

Best quarter shown in the bar chart above: ______% in _____ quarter _____

Worst quarter shown in the bar chart above: ______% in _____ quarter _____

The table below compares the fund's average annual returns for the last year, as
well as for the life of the fund, to those of unmanaged indexes.

Average Annual Total Returns Since
(For The Periods Ending Past Inception
December 31, 2000) 1 Year 3/31/97
---------------------------- ------ ---------
REGENT EASTERN EUROPEAN FUND
S&P 500 Index*
ING Barings Emerging Markets- Eastern European Index**

* The S&P 500 Index is a widely recognized index of common stock prices of
U.S. Companies.

** The ING Barings Emerging Markets-Eastern European Index is comprised of
individual companies representative of the Eastern European markets.

Past performance does not guarantee future results.

3
<PAGE>

FEES AND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES - DIRECT FEES

Maximum sales charge (load) imposed on purchases None
Account closing fee* $10
Administrative exchange fee $ 5
Short-term trader's fee (If shares are exchanged or
redeemed in less than one month) 2.00%**
---------------------------
* Does not apply to exchanges
** Percentage of value of shares redeemed or exchanged

ANNUAL FUND OPERATING EXPENSES - INDIRECT FEES

The figures below show operating expenses as a percentage of the fund's net
assets during the fiscal year ended October 31, 2000.

Management fees 1.25%
Distribution (12b-1) fees 0.25%
Other expenses 3.64%
Total annual fund operating expenses 5.14%

* Actual fund operating expenses were 5.13% as a result of expense
reductions of 0.01%.

EXAMPLE OF EFFECT OF THE FUND'S OPERATING EXPENSES

This hypothetical example is intended to help you compare the cost of investing
in this fund with the cost of investing in other mutual funds. The example
assumes that:

You invest $10,000.

Your investment has a 5% annual return. *

The fund's operating expenses and returns remain the same. *

All dividends and distributions are reinvested.

4
<PAGE>

You would pay the following expenses if you redeemed all of your shares at the
end of the periods shown:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$523 $1,546 $2,567 $5,107

You would pay the following expenses if you did not redeem your shares:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$513 $1,536 $2,557 $5,097

Actual annual returns and fund operating expenses may be greater or less
than those provided for in the assumptions.

PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

This section takes a closer look at the fund's principal investment strategies
and certain risks of investing in the fund.

INVESTMENT PROCESS

The Sub-Adviser for the fund is Regent Fund Management Limited. The Sub-Adviser
uses a top down asset allocation model that attempts to identify the countries
within the region that offer the most potential, with a stock selection model
that attempts to select the companies within each country that meet the
sub-adviser's investment requirements. Although the Sub-Adviser's decision may
be based on various factors, among the most important include the political and
economic environment within each of the Eastern European countries. The
Sub-Adviser then selects companies in each of those countries that it believes
offer growth-oriented investment opportunities. In doing so, the Sub-Adviser
considers such factors as the effect that the transition from a command economy
to a market economy is likely to have on those companies.

GENERAL PORTFOLIO POLICIES

PRINCIPAL TYPES OF INVESTMENTS AND RELATED RISKS

Under normal circumstances, the fund will invest at least 65% of its assets in
equity securities (including common stock, preferred stock, and securities
convertible into common or preferred stock) of companies located in Eastern
European countries. The fund may invest without limit in any country in Eastern
Europe. Currently, the Sub-Adviser intends to focus the fund's investments in
companies located in Poland, the Czech Republic, and Hungary. The fund will be
invested to a lesser extent in Russia, Croatia, Slovenia and the Slovak
Republic. The fund may invest up to 35% of its assets in securities, including
debt securities, of governments and companies located anywhere in the world.

5
<PAGE>

The fund will consider an issuer of securities to be located in an Eastern
European country if:

(1) it is organized under the laws of any Eastern European country and has a
principal office in an Eastern European country,

(2) it derives 50% or more of its total revenues from business in Eastern
European countries, or

(3) its equity securities are traded principally on a securities exchange in an
Eastern European country. (For this purpose, investment companies that invest
principally in securities of companies located in one or more Eastern European
countries will also be considered to be located in an Eastern European country,
as will American Depository Receipts (ADRs) and Global Depository Receipts
(GDRs) with respect to the securities of companies located in Eastern European
countries.)

FOREIGN SECURITIES

The fund may invest substantially all of its assets in the common stocks and
other equity securities of foreign issuers. Investments in foreign securities
involve greater risks than investments in domestic securities. These risks are
generally intensified in emerging markets, which includes those countries in
which the fund primarily invests. These risks include:

- CURRENCY RISK. The value of a foreign security will be affected by the
value of the local currency relative to the U.S. dollar. When the fund
sells a foreign denominated security, its value may be worth less in U.S.
dollars even if the security increases in value in its home country. U.S.
dollar-denominated securities of foreign companies may also be affected by
currency risk.

- POLITICAL, SOCIAL, AND ECONOMIC RISK. Foreign investments may be subject to
heightened political, social, and economic risks, particularly in emerging
markets, which may have relatively unstable governments, immature economic
structures, national policies restricting investments by foreigners,
different legal systems and economies based on only a few industries. In
some countries, a risk may exist that the government may take over the
assets or operations of a company or that the government may impose taxes
or limits on the removal of the fund's assets from that country.

6
<PAGE>

- REGULATORY RISK. There may be less government supervision of foreign
markets. As a result, foreign companies may not be subject to the uniform
accounting, auditing, and financial reporting standards and practices
applicable to domestic companies, and there may be less publicly available
information about foreign companies.

- MARKET RISK. Foreign securities markets, particularly those of emerging
markets, may be less liquid and more volatile than domestic markets.
Certain markets may require payment for securities before delivery, and
delays may be encountered in settling securities transactions. In some
foreign markets, there may not be protection against failure by other
parties to complete transactions.

- TRANSACTION COSTS. Costs of buying, selling, and holding foreign
securities, including brokerage, tax and custody costs, may be higher than
those of domestic transactions.

GEOGRAPHIC CONCENTRATION - EASTERN EUROPE

Political and economic structures in many Eastern European countries are in
their infancy and developing rapidly, and such countries may lack the social,
political, and economic stability characteristic of many more developed
countries. In addition, unanticipated political or social developments may
affect the value of the fund's investment in Eastern European countries. As a
result, the risks normally associated with investing in any foreign country may
be heightened in Eastern European countries. For example, the small size and
inexperience of the securities markets in Eastern European countries and the
limited volume of trading in securities in those markets may make the fund's
investments in such countries illiquid and more volatile than investments in
more developed countries and may make obtaining prices on portfolio securities
from independent sources more difficult than in other more developed markets. In
addition, Eastern European countries have failed in the past to recognize
private property rights and at times have nationalized or expropriated the
assets of private companies. There may also be little financial or accounting
information available with respect to companies located in certain Eastern
European countries and it may be difficult, as a result, to assess the value or
prospects of an investment in such companies. These factors may make it more
difficult for the fund to calculate an accurate net asset value on a daily basis
and to respond to significant shareholder redemptions.

Many of the countries in which the fund invests experienced extremely high rates
of inflation, particularly between 1990 and 1996 when central planning was first
being replaced by the capitalist free market system. As a consequence, the
exchange rates of such countries experienced significant depreciation relative
to the U.S. dollar. While the inflation experience of such countries has
generally improved significantly in recent times, there can be no assurance that
such improvement will be sustained. Consequently, the possibility of significant
loss arising from foreign currency depreciation must be considered as a serious
risk.

7
<PAGE>

In addition to the special risks common to most Eastern European countries
described above, each individual Eastern European country also necessarily
involves special risks that may be unique to that country. Following is a brief
description of special risks that may be incurred when the fund invests in the
Czech Republic, Hungary, Poland, Russia, and the Slovak Republic.

THE CZECH REPUBLIC. The Czech Republic was formerly governed by a communist
regime. In 1989, a market-oriented reform process began. The market-oriented
economy in the Czech Republic is young and still evolving. These reforms leave
many uncertainties regarding market and legal issues.

The Czech Republic has instituted substantial privatization since 1992, when the
first wave of privatization began. Information suggests that dominant or
majority shareholders now control many of the larger privatized companies and
that further restructuring is likely. Members of management and owners of these
companies are often less experienced than managers and owners of companies in
Western European and U.S. markets. Additionally, securities markets on which the
securities of these companies are traded are in their infancy.

The legal system of the Czech Republic is still evolving. Bankruptcy laws have
been liberalized, giving creditors more power to force bankruptcies. The number
of bankruptcies, while still relatively low, is increasing each year. Laws exist
regulating direct and indirect foreign investment, as well as repatriation of
profits and income, and are subject to change at any time. Tax laws include
provisions for both value-added taxes and income taxes. Courts of law are
expected to, but may not, enforce the legal rights of private parties.

The Czech Republic is currently negotiating European Union (EU) entry. In order
to become eligible for acceptance into the EU, the country needs to adopt 32
chapters of European legislation. If adopted, this may reduce some of the
relative risks of investing in the Czech Republic.

HUNGARY. Hungary, formerly governed by a communist regime, tried unsuccessfully
to implement market-oriented reforms in 1968. Beginning in 1989, Hungary again
undertook transformation to a market-oriented economy. These reforms are still
relatively recent and leave many uncertainties regarding economic and legal
issues. Privatization in Hungary has been substantial but is not yet complete.

8
<PAGE>

Owners and managers of Hungarian enterprises are often less experienced with
market economies than owners and managers of companies in Western European and
U.S. markets. The securities markets on which the securities of these companies
are traded are in their infancy.

Laws governing taxation, bankruptcy, restrictions on foreign investments and
enforcement of judgments are subject to change.

Hungary is currently negotiating European Union (EU) entry. In order to become
eligible for acceptance into the EU, the country needs to adopt 32 chapters of
European legislation. If adopted, this will bring Hungarian legislation in many
critical areas into line with the legislation in Western Europe, reducing some
of the risks of investing there.

POLAND. Poland began market-oriented reforms in 1981. In late 1989, more
comprehensive reforms were enacted. Most small enterprises have been privatized.
Privatization of larger entities has been a slower process, delayed by disputes
regarding the compensation of fund managers and the role of investment funds
charged with privatizing industry. Foreign direct investment is very high, with
foreign investors investing $27.8 billion in the domestic economy in the last
five years.

A 1991 law permitted the formation of mutual funds in Poland. The Warsaw Stock
Exchange also opened in 1991 and has grown dramatically, becoming one of the
most liquid markets in Eastern Europe. However, it is a young market with a
capitalization much lower than the capitalization of markets in Western Europe
and the U.S.

Legal reforms have been instituted and laws regarding investments are published
on a routine basis. However, important court decisions are not always accessible
to practitioners. While there are currently no obstacles to foreign ownership of
securities and profits may be repatriated, these laws may be changed anytime
without notice.

Poland is currently negotiating European Union (EU) entry. In order to become
eligible for acceptance into the EU, the country needs to adopt 32 chapters of
European legislation. If adopted, this will bring Polish legislation in many
critical areas into line with the legislation in Western Europe, reducing some
of the risks of investing there.

RUSSIA. Russia, as a member of the Soviet Union, began reforms under
"perestroika" in 1985. After the collapse of the Soviet Union, Russia
accelerated market-oriented reforms. Privatization began in 1992, and economic
conditions stabilized. The transition process suffered a major setback in August
1998, when the Russian government defaulted on its rouble-denominated sovereign
debt. This action has negatively affected Russian borrowers' ability to access
to access international capital markets and has had a damaging impact on the
Russian economy. Privatization of Russian industry is now largely complete.

9
<PAGE>

There is also speculation that organized crime exerts significant influence on
Russian industry. Concentrated ownership and control of Russian companies limits
the ability of outsiders to influence corporate governance. Legal reforms to
protect stockholders' rights have been implemented, but stock markets remain
underdeveloped and illiquid.

Privatization of agricultural land has been unsuccessful due to disputes between
executive and legislative branches regarding property rights. To date, the
Russian government has not authorized any form of property restitution.

Russian industry is in need of restructuring to close outdated facilities and
increase investment in technology and management. Financial institutions do not
allocate capital in an efficient manner. Bankruptcy laws are restrictive and
offer little protection to creditors. Foreign creditors must file insolvency
claims through Russian subsidiaries. Bankruptcies remain rare.

The Russian system of taxation deters investment and hinders financial stability
by concentrating on the taxation of industry with relatively little emphasis on
individual taxation. A new tax system will be adopted in 2001, but the impact of
the new tax scheme remains uncertain.

SLOVAKIA. Slovakia was formerly governed by a communist regime. In 1989, a
market-oriented reform process began. The market-oriented economy in Slovakia is
young and still evolving, and its markets are fragmented and lack liquidity.
These reforms leave many uncertainties regarding economic and legal issues.

Slovakia's path toward privatization differs from the path of the Czech
Republic. The Slovakian government has issued bonds that can be held until
maturity, sold immediately, or redeemed for shares of stock in companies being
privatized. This method of privatization creates uncertainty about future
restructuring that may occur as bonds are sold and/or converted.

10
<PAGE>

Owners and managers of Slovakian enterprises are often less experienced with
market economies than owners and managers of companies in Western European and
American markets. The securities markets on which the securities of these
companies are traded are also in their infancy.

Laws regarding bankruptcy, taxation, and foreign ownership of Slovakian
enterprises are evolving and may be changed dramatically at any time. Import and
export regulations are minimal.

Slovakia is currently negotiating European Union (EU) entry. In order to become
eligible for acceptance into the EU, the country needs to adopt 32 chapters of
European legislation. If adopted, this will bring Slovakian legislation in many
critical areas into line with the legislation in Western Europe, reducing some
of the risks of investing there.

OTHER TYPES OF INVESTMENTS, RELATED RISKS, AND CONSIDERATIONS

While not principal strategies, the fund, to a limited extent, may invest in
preferred stock and convertible securities, may engage in strategic transactions
(including futures, options and foreign forward currency transactions), may
invest in money market instruments, may lend portfolio securities, may hold
temporary investments such as repurchase agreements, may invest in illiquid
securities and the securities of investment companies, and may purchase
securities on a when-issued or delayed-delivery basis. The risks of these types
of instruments and strategies are described in the Statement of Additional
Information.

For temporary defensive purposes, the fund may invest up to 100% of its assets
in (1) money market instruments, deposits, or such other high-grade, short-term
investments in local Eastern European country currencies as are considered
appropriate at the time; (2) U.S. Government bills, short-term indebtedness,
money market instruments, or other high grade cash equivalents, each denominated
in U.S. dollars or any other freely convertible currency; or (3) repurchase
agreements. When the fund is in a defensive investment position, it may not
achieve its investment objective.

The Sub-Adviser may sell the fund's portfolio securities without regard to
holding periods if such transactions are in the best interests of the fund.
Increased portfolio turnover may result in higher costs for brokerage
commissions, dealer mark-ups and other transaction costs, and may also result in
taxable capital gains. The fund's historical portfolio turnover rates are noted
under Financial Highlights.

11
<PAGE>

FUND MANAGEMENT

INVESTMENT ADVISER

SUB-ADVISER

Effective February 28, 1997, the Adviser and the fund contracted with Regent
Fund Management Limited, Regent House, 1618 Ridge Way Street, Douglas, Isle of
Man IMIIEN, to serve as Sub-Adviser for the fund. The Sub-Adviser is wholly
owned by Regent Pacific Group Limited, which was established in 1990 and is a
holding company of a financial services group with operations in Hong Kong,
London, Moscow, Kiev, and Warsaw and with associations with financial investment
companies in certain other countries. Regent Pacific Group Limited manages and
advises assets in excess of $1.7 billion on behalf of clients.

The Sub-Adviser manages the composition of the portfolio and furnishes the fund
advice and recommendations with respect to its investments and its investment
program and strategy. In consideration for such services, the Adviser shares the
management fee (net of expense reimbursements and waivers, if any) with the
Sub-Adviser. The fund is not responsible for paying any portion of the
Sub-Adviser's fees.

The Sub-Adviser has managed this U.S. registered mutual fund portfolio since
March 1997. It has experience managing, and continues to manage, offshore funds,
private investment companies, and separate accounts for institutions and
high-net-worth individuals.

PORTFOLIO MANAGER

The portfolio management team meets regularly to review portfolio holdings and
to discuss purchase and sale activity. Mr. Andrew Wiles has been the team leader
for the Fund since September 2000. Mr. Wiles has worked for Regent Fund
Management (UK) Ltd. for five years and heads the management team responsible
for public equity investments in Russia and Eastern/Central Europe. Before
joining Regent, he was employed by Buchanan Partners, a London-based global
emerging markets hedge fund, where he was responsible for the GDR trading
program. Mr. Wiles is a member of the Institute of Investment Management and
Research.

12
<PAGE>

DISTRIBUTION PLAN

The fund has adopted a 12b-1 plan that allows the fund to pay or reimburse the
Adviser, its affiliates and others for shareholder services and promotional
expenses. Because this fee is continually paid out of the fund's assets, over
time it will increase the cost of your investment and may potentially cost you
more than other types of sales charges. For the fiscal year ended October 31,
2000, fees paid by the fund under this plan were 0.25% of fund net assets.

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HOW TO BUY SHARES

MINIMUMS

Initial Subsequent
Investment Investment
---------- ----------
Regular account $5,000 $ 50
ABC Investment Plan (r) $1,000 $100
Custodial accounts for minors $1,000 $ 50
Retirement account None None

Minimum investments may be waived at the discretion of the officers of the
trust.

SEND NEW ACCOUNT APPLICATIONS TO

Shareholder Services
U.S. Global Investors, Inc.
P.O. Box 781234
San Antonio, TX 78278-1234

BY MAIL

Read this prospectus.

Fill out the application if you are opening a new account.

Make the check payable to the REGENT EASTERN EUROPEAN FUND for the amount
you want to invest.

Send the completed application and a check in the envelope provided.

To add to an existing account, be sure to include your account number on
your check and mail it with the investment slip found on your confirmation
statement.

BY PHONE

We automatically grant all shareholders telephone exchange privileges
unless you decline them explicitly in writing.

If you already have a U.S. GLOBAL FUND account, you may purchase additional
shares by telephone order.

You must pay for them within seven business days.

Telephone purchases are not available for U.S. Global retirement accounts.

Telephone purchase orders may not exceed ten times the value of the
collected balance of all like-registered accounts on the date the order is
placed.

BY WIRE

Call 1-800-US-FUNDS for current wire instructions and a confirmation
number.

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<PAGE>

BY ABC INVESTMENT PLAN (r)

To purchase more shares automatically each month, fill out the ABC
Investment Plan(r) form.

U.S. GLOBAL ACCOLADE FUNDS automatically withdraws monies from your bank
account monthly.

See details on the application.

BY INTERNET

IMPORTANT NOTES ABOUT PAYING FOR YOUR SHARES

Your check must be made payable to the REGENT EASTERN EUROPEAN FUND.

You may not purchase shares by credit card or third-party checks.

You may not exchange shares purchased by telephone until the fund has received
and accepted payment and has posted it to your account.

Checks drawn on foreign banks will not be invested until the collection process
is complete.

The fund will cancel unpaid telephone orders and any decline in price of the
shares will be collected from shares of any affiliated funds you own.

Any expenses charged to the fund for collection procedures will be deducted from
the amount invested.

EFFECTIVE TIME FOR PURCHASE OR REDEMPTION ORDERS

If you purchase shares by check, you can sell (redeem) those shares beginning
ten business days after your check is received by Shareholder Services--you can
exchange into other U.S. Global funds. The fund reserves the right to refuse to
honor redemptions if your check has not cleared. Redemptions or exchanges out of
a fund may be subject to a trader's fee. See Fees and Expenses for details.

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<PAGE>

Orders to purchase shares received after the close of the New York Stock
Exchange (NYSE), (typically, 4:00 p.m. Eastern time), will not become effective
until the next business day.

a completed and signed application, and

a check or wire transfer for the full amount.

If you already have a REGENT EASTERN EUROPEAN FUND account, your order to
purchase shares, if accepted, will become effective at the time the fund next
determines NAV after the transfer agent receives your written request or
telephone order.

In all cases, the shares purchased will be priced at the NAV per share next
determined after the time of effectiveness.

All purchases of shares are subject to acceptance by the fund and are not
binding until accepted.

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<PAGE>

HOW TO SELL (REDEEM) SHARES

Send a written request showing your account number and the dollar amount or
number of shares you are redeeming to the address shown under "How to Buy
Shares."

Each registered shareholder must sign your request, with the signature(s)
appearing exactly as it does on your account registration.

Redemptions of more than $15,000 require a signature guarantee.

A signature guarantee may be required in other situations. See "Signature
Guarantee/Other Documentation."

If you have an identically registered account in a U.S. Global Investors
money market fund with checkwriting privileges, you may call the fund and
direct an exchange of your Regent Eastern European Fund shares into your
existing money market fund account. You may then write a check against your
money market fund account.

Telephone redemptions are not available for equity funds or shares held in
retirement accounts by the fund.

IMPORTANT NOTES ABOUT REDEEMING YOUR SHARES

Generally, we will send payment for your redeemed shares to you within two
business days after your redemption request has been received and accepted
by the fund.

You will be charged $10 for a wire transfer. International wire charges
will be higher.

We will usually send a wire transfer the next business day after receipt of
your order.

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<PAGE>

Proceeds from the redemption of shares purchased by check may be delayed
until full payment for the shares has been received and cleared, which may
take up to ten business from the purchase date.

To protect shareholders from the expense burden of excessive trading, the
fund charges 2.00% of the value of shares redeemed or exchanged when the
shares are held less than six months.