US GLOBAL INVESTORS FUNDS
497, 1998-06-02
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                           U.S. GLOBAL INVESTORS FUNDS
                              U.S. REAL ESTATE FUND

                           MAY 1, 1998, SUPPLEMENT TO
                        PROSPECTUS DATED NOVEMBER 3, 1997

PORTFOLIO MANAGER--PAGE 21

Delete the final  paragraph of page 21 describing  the portfolio  manager of the
U.S. Real Estate Fund and replace with the following paragraph:

     The adviser has  contracted  with Goodman & Company  N.Y.  Ltd. to serve as
     sub-adviser  to the U.S.  Real Estate  Fund  beginning  May 1, 1998.  It is
     wholly owned by Goodman & Company Ltd., which is ultimately wholly owned by
     Dundee Bancorp Inc., an Ontario incorporated Canadian company listed on The
     Toronto  Stock  Exchange.  Mr. Ned  Goodman,  Chairman of Goodman & Company
     Ltd.,  is the  "controlling  person" of  Goodman & Company  N.Y.  Ltd.  and
     Goodman & Company Ltd. ("Goodman & Company").

     Goodman & Company is the manager of Dynamic Mutual Funds, a Canadian family
     of 26 mutual funds with  approximately  $6.5  billion  (Cdn) of funds under
     management,  over $500 million of which is in two real estate equity funds.
     Goodman & Company uses a team approach to manage the U.S. Real Estate Fund.
     The team is led by Mr. Goodman and Ms. Anne MacLean. Mr. Goodman, Chartered
     Financial  Analyst,  has more than thirty years of  investment  experience.
     Since  1979,  Mr.  Goodman  has  served as  Chairman,  President  and Chief
     Executive Officer of Goodman & Company, an adviser to investment  companies
     operating in Canada. Ms. MacLean, Chartered Financial Analyst, is a Goodman
     & Company  portfolio  manager  and  partner  responsible  for  U.S.,  Latin
     American  and real estate  equities.  Before  joining  Goodman & Company in
     January 1995,  Ms.  MacLean had twelve years of investment  experience as a
     portfolio  manager with Gluskin  Sheff &  Associates  and as an  Investment
     Analyst with United Bond and Share Company.

FOR MORE INFORMATION--PAGE 46

After Investment adviser, insert:

     Investment sub-adviser   Goodman & Company N.Y. Ltd.
                              55th Floor, Scotia Plaza
                              40 King Street West
                              Toronto, Ontario M5H 4A9
                              CANADA



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