US GLOBAL INVESTORS FUNDS
497, 1998-07-30
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[Graphics:  5 Stars]

3 Year Morningstar Rating*

ALL AMERICAN EQUITY FUND

[Graphics:  Picture of American Flag]


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ALL AMERICAN EQUITY FUND

THE ALL AMERICAN EQUITY FUND
         You might be surprised  by what  investing a little each month with our
ABC  Investment  Plan(R) can do for your future.  The All  American  Equity Fund
invests in the stocks of leading American blue chip companies which  demonstrate
strong  earnings,  maintain  leading  market  positions and possess  significant
growth  potential.  When you invest in the All American Equity Fund, you benefit
from professional money management, stock diversification and instant liquidity.

THE ABC'S OF BUILDING WEALTH
         At  U.S.  Global  Investors,   we  believe  everyone  should  have  the
opportunity  to  invest.  That's  why we  created  the easy and  affordable  ABC
Investment  Plan(R).  The plan enables you to Automatically Build Capital with a
low initial investment of $100 and regular minimum monthly investments of $30 or
more.

DO IT TODAY
         With an  investment  of only $1 a day in the All American  Equity Fund,
you invest in some of America's leading companies, such as Coca Cola, Microsoft,
Kodak and Boeing,  which are currently in the portfolio.  Only $1 a day--chances
are you won't even miss it. And it can really add up over time.

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MONTHLY INVESTING
         With our ABC  Investment  Plan(R)  the  minimum  investment  is $30 per
month. But to maximize your  opportunities for financial growth,  invest as much
as you can afford on a monthly basis.  The more you save now, the better off you
could be in the future.  If you commit to investing  $100 a month,  in 30 years,
assuming a 12% annual rate of return, you could have almost $350,000.

DOLLAR COST AVERAGING
         By investing the same dollar amount each month,  you take  advantage of
dollar cost  averaging:  you buy fewer  shares when the  market is high and more
when it's low.  Dollar cost averaging does not guarantee that you will realize a
profit or protect against a loss. And, like any investment program,  if you sell
when the  market is  low you may incur a loss.  On the  other hand,  dollar cost
averaging is a  proven method of reducing  the chance that you  buy all  of your
shares at the  top of the market.  You don't have to try to  "time the market"--
and the plan keeps you investing regularly.

GET STARTED
         Our ABC Investment Plan(R) will get you investing.  Simply complete the
enclosed  application and return it in the  postage-paid  envelope.  If you have
questions   regarding  the   application,   please  call  one  of  our  Investor
Representatives toll-free at 1-800-US-FUNDS.

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o   YES!  I need to  learn  more  about  the  benefits  of the All
    American Equity Fund.  Please rush me a FREE investment  guide
    today.

o   Please enclose an IRA investment guide.

Name____________________________________________________________________________

Address_________________________________________________________________________

City, State_____________________________________________________________________

Zip Code___________________________________________   [Graphics:  USGI Logo]

Daytime Phone______________________________________

For immediate service,
call 1-800-557-2297, ext. 240.  AA305


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Give this card to a friend or  relative  who might  want to learn more about the
All American Equity Fund.    [Graphics:  Background Picture of American Flag]
- --------------------------------------------------------------------------------


o   YES!  I need to  learn  more  about  the  benefits  of the All
    American Equity Fund.  Please rush me a FREE investment  guide
    today.

o   Please enclose an IRA investment guide.

Name____________________________________________________________________________

Address_________________________________________________________________________

City, State_____________________________________________________________________

Zip Code___________________________________________   [Graphics:  USGI Logo]

Daytime Phone______________________________________

For immediate service,
call 1-800-557-2297, ext. 240.  AA305


<PAGE>


                                                                    NO POSTAGE
                                                                     NECESSARY
                                                                     IF MAILED
                                                                      IN THE
                                                                   UNITED STATES
BUSINESS REPLY MAIL
FIRST-CLASS MAIL PERMIT NO.394 SAN ANTONIO TX
         POSTAGE WILL BE PAID BY ADDRESSEE

                  US GLOBAL INVESTORS
                  PO BOX 781234
                  SAN ANTONIO TX 78278-9971


- --------------------------------------------------------------------------------
Call 1-800-557-2297,ext. 240.    [Graphics: Background picture of American flag]
- --------------------------------------------------------------------------------
                             
                                                                    NO POSTAGE
                                                                     NECESSARY
                                                                     IF MAILED
                                                                      IN THE
                                                                   UNITED STATES
BUSINESS REPLY MAIL
FIRST-CLASS MAIL PERMIT NO.394 SAN ANTONIO TX
         POSTAGE WILL BE PAID BY ADDRESSEE

                  US GLOBAL INVESTORS
                  PO BOX 781234
                  SAN ANTONIO TX 78278-9971


<PAGE>

U.S. GLOBAL INVESTORS, INC.  is a registered investment  advisor founded in 1968
and based in San Antonio, Texas. We manage 15 no-load mutual funds, ranging from
money market  funds to diverse  emerging  market  funds.  We have thirty  years'
experience managing money and serving shareholder needs.

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FOR MORE  COMPLETE  INFORMATION  ABOUT US  GLOBAL  INVESTORS'  FUNDS,  INCLUDING
CHARGES  AND   EXPENSES,   CALL   1-800-US-FUNDS   OR  VISIT  OUR  WEB  SITE  AT
WWW.USFUNDS.COM  FOR A FREE  PROSPECTUS.  READ IT CAREFULLY BEFORE YOU INVEST OR
SEND MONEY.




Past  performance  is no guarantee  of future  results.  Investment  returns and
principle  will  fluctuate  so that  you may  have a gain or loss  when you sell
shares.

Morningstar uses a proprietary  rating system to show  historical,  riskadjusted
performance. These ratings may change monthly and are calculated from the funds'
one-,three-,  five-,  and ten-year  (when  available)  average annual returns in
excess of 90-day Treasury bill returns, with an appropriate  adjustment for fees
and expenses and with a risk factor  reflecting the funds'  performance below 90
day Treasury bill  returns.  The one-year  ranking is calculated  using the same
methodology but is not a component of the overall  ranking.  Morningstar  awards
five stars to funds in the top 10% of their category, four stars to funds in the
next 22.5%,  three stars to the next 35%,  two stars to the next 22.5%,  and one
star in the bottom 10%.  Morningstar  awarded the All American Equity Fund five,
four, and two stars out of 2454,1462 and 707 funds for the 3- year,  5-year, and
10-year periods ended 6/30/98, respectively.





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