As filed with the Securities and Exchange Commission on November 21, 1995.
1933 Act File No. 2-49560
1940 Act File No. 811-2429
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No. 39
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 27
USAA MUTUAL FUND, INC.
-------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
9800 Fredericksburg Rd., San Antonio, TX 78288
------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (210) 498-0600
Michael D. Wagner, Secretary
USAA MUTUAL FUND, INC.
9800 Fredericksburg Rd.
San Antonio, TX 78288-0227
---------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable
after the effective date of this Registration Statement.
It is proposed that this filing will become effective under Rule 485
immediately upon filing pursuant to paragraph (b)
X on December 1, 1995 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on (date) pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2)
If appropriate, check the following box:
This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
DECLARATION PURSUANT TO RULE 24f-2
The Registrant has heretofore registered an indefinite number of
shares of the Aggressive Growth Fund, Growth Fund, Growth &
Income Fund, Income Stock Fund, Income Fund, Short-Term Bond
Fund, and Money Market Fund pursuant to Rule 24f-2 under the
Investment Company Act of 1940. The Registrant filed its Rule
24f-2 notice for the fiscal year ended July 31, 1995 on September
21, 1995.
Exhibit Index on Page 11-12
Page 1 of 44
USAA MUTUAL FUND, INC.
CROSS REFERENCE SHEET
Part A
FORM N-1A ITEM NO. SECTION IN PROSPECTUS
1. Cover Page................Same
2. Synopsis..................Fees and Expenses
3. Condensed Financial
Information............Financial Highlights
Performance Information
4. General Description
of Registrant..........Investment Objective and Policies
Description of Shares
5. Management of the Fund....Management of the Company
Service Providers
6. Capital Stock and Other
Securities.............Dividends, Distributions and Taxes
Description of Shares
7. Purchase of Securities
Being Offered..........Purchase of Shares
Conditions of Purchase and Redemption
Exchanges
Other Services
Share Price Calculation
8. Redemption or Repurchase..Redemption of Shares
Conditions of Purchase and Redemption
Exchanges
Other Services
9. Legal Proceedings.........Not Applicable
USAA MUTUAL FUND, INC.
CROSS REFERENCE SHEET
Part B
FORM N-1A ITEM NO. SECTION IN STATEMENT OF ADDITIONAL
INFORMATION
10. Cover Page...............Same
11. Table of Contents........Same
12. General Information and
History...............Not Applicable
13. Investment Objectives
and Policies..........Investment Policies
Investment Restrictions
Portfolio Transactions
14. Management of the
Registrant............Directors and Officers of the Company
15. Control Persons and
Principal Holders
of Securities.........Directors and Officers of the Company
16. Investment Advisory and
Other Services........Directors and Officers of the Company
The Company's Manager
General Information
17. Brokerage Allocation and
Other Practices.......Portfolio Transactions
18. Capital Stock and Other
Securities............Further Description of Shares
19. Purchase, Redemption and
Pricing of Securities
Being Offered.........Valuation of Securities
Additional Information Regarding
Redemption of Shares
Investment Plans
20. Tax Status...............Tax Considerations
21. Underwriters.............The Company's Manager
22. Calculation of Performance
Data..................Calculation of Performance Data
23. Financial Statements.....General Information
Parts A and B
previously filed with Post-Effective Amendment No. 38
of the Registrant (No. 2-49560)
filed with the Securities and Exchange Commission on
September 29, 1995.
USAA MUTUAL FUND, INC.
PART C. OTHER INFORMATION
-----------------
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Financial Statements included in Parts A and B (Prospectuses
and Statement of Additional Information) of this
Registration Statement:
Financial Statements and Independent Auditors' Reports
are incorporated by reference to the USAA Aggressive
Growth, Growth, Growth & Income, Income Stock, Income,
Short-Term Bond, and Money Market Funds' Annual Reports
to Shareholders for fiscal year ended July 31, 1995.
(b) Exhibits:
Exhibit No. Description of Exhibits
- ---------- -----------------------
1 (a) Articles of Incorporation dated October 10, 1980 (1)
(b) Articles of Amendment dated January 14, 1981 (1)
(c) Articles Supplementary dated July 28, 1981 (1)
(d) Articles Supplementary dated November 3, 1982 (1)
(e) Articles of Amendment dated May 18, 1983 (1)
(f) Articles Supplementary dated August 8, 1983 (1)
(g) Articles Supplementary dated July 27, 1984 (1)
(h) Articles Supplementary dated November 5, 1985 (1)
(i) Articles Supplementary dated January 23, 1987 (1)
(j) Articles Supplementary dated May 13, 1987 (1)
(k) Articles Supplementary dated January 25, 1989 (1)
(l) Articles Supplementary dated May 2, 1991 (1)
(m) Articles Supplementary dated November 14, 1991 (1)
(n) Articles Supplementary dated April 14, 1992 (1)
(o) Articles Supplementary dated November 4, 1992 (1)
(p) Articles Supplementary dated March 23, 1993 (1)
(q) Articles Supplementary dated May 5, 1993 (1)
(r) Articles Supplementary dated November 8, 1993 (1)
(s) Articles Supplementary dated January 18, 1994 (1)
(t) Articles Supplementary dated November 9, 1994 (1)
(u) Articles Supplementary dated November 8, 1995 (filed herewith)
2 Bylaws, as amended January 10, 1994 (1)
3 Voting trust agreement - Not Applicable
4 Specimen certificates for shares of
(a) Growth Fund (1)
(b) Income Fund (1)
(c) Money Market Fund (1)
(d) Aggressive Growth Fund (1)
(e) Income Stock Fund (1)
(f) Growth & Income Fund (1)
(g) Short-Term Bond Fund (1)
5 (a) Advisory Agreement dated September 21, 1990 (1)
(b) Letter Agreement dated June 1, 1993 adding Growth & Income
Fund and Short-Term Bond Fund (1)
6 (a) Underwriting Agreement dated July 25, 1990 (1)
(b) Letter Agreement dated June 1, 1993 adding Growth & Income
Fund and Short-Term Bond Fund (1)
7 Not Applicable
Exhibit No. Description of Exhibits
- ---------- -----------------------
8 (a) Custodian Agreement dated November 3, 1982 (1)
(b) Letter Agreement dated April 20, 1987 adding
Income Stock Fund (1)
(c) Amendment No. 1 to the Custodian Contract dated
October 30, 1987 (1)
(d) Amendment to the Custodian Contract dated November 3, 1988 (1)
(e) Amendment to the Custodian Contract dated February 6, 1989 (1)
(f) Amendment to the Custodian Contract dated November 8, 1993 (1)
(g) Letter Agreement dated June 1, 1993 adding Growth & Income
Fund and Short-Term Bond Fund (1)
9 (a) Articles of Merger dated January 30, 1981 (1)
(b) Transfer Agency Agreement dated January 23, 1992 (1)
(c) Letter Agreement dated June 1, 1993 adding Growth & Income
Fund and Short-Term Bond Fund (1)
(d) Amendments dated May 3, 1995 to the Transfer Agency Agreement
Fee Schedules for Growth Fund, Aggressive Growth Fund, Income
Fund, Growth & Income Fund, Income Stock Fund, Money Market
Fund, and Short-Term Bond Fund (1)
(e) Amendment No. 1 to Transfer Agency Agreement dated November 14,
1995 (filed herewith)
10 Opinion and Consent of Counsel (filed herewith)
11 Independent Auditors' Consent (filed herewith)
12 Financial Statements omitted from prospectus - Not Applicable
13 Subscription and Investment Letter for Growth & Income Fund
and Short-Term Bond Fund (1)
14 Prototype Plans
(a) USAA INVESTMENT MANAGEMENT COMPANY IRA Handbook (1)
(b) USAA INVESTMENT MANAGEMENT COMPANY SEP-IRA Handbook (1)
(c) USAA INVESTMENT MANAGEMENT COMPANY 403(b)(7) Handbook (1)
15 12b-1 Plans - Not Applicable
16 Schedule for Computation of Performance Quotation (1)
17 Financial Data Schedules
(a) Growth Fund (filed herewith)
(b) Aggressive Growth Fund (filed herewith)
(c) Income Fund (filed herewith)
(d) Money Market Fund (filed herewith)
(e) Income Stock Fund (filed herewith)
(f) Growth & Income Fund (filed herewith)
(g) Short-Term Bond Fund (filed herewith)
18 Plan Adopting Multiple Classes of Shares - Not Applicable
19 Powers of Attorney
(a) Powers of Attorney for Michael J.C. Roth, Sherron
A. Kirk, John W. Saunders, Jr., C. Dale Briscoe,
George E. Brown, Howard L. Freeman, Jr., and
Richard A. Zucker dated November 8, 1993 (1)
(b) Powers of Attorney for Hansford T. Johnson and
Barbara B. Dreeben (1)
- --------------------
(1) Previously filed with Post-Effective Amendment No. 38 of the
Registrant (No. 2-49560) filed with the Securities and
Exchange Commission on September 29, 1995.
Item 25. Persons Controlled by or Under Common Control with Registrant
Information pertaining to persons controlled by or under
common control with Registrant is hereby incorporated by
reference to the section captioned "Management of the
Company" in the Prospectus and the section captioned
"Directors and Officers of the Company" in the Statement of
Additional Information.
Item 26. Number of Holders of Securities
Set forth below are the number of record holders, as of
August 31, 1995, of each class of securities of the Registrant.
Title of Class Number of Record Holders
-------------- ------------------------
Aggressive Growth Fund 34,251
Growth Fund 81,771
Income Stock Fund 104,451
Income Fund 81,212
Money Market Fund 106,348
Growth & Income Fund 21,950
Short-Term Bond Fund 5,817
Item 27. Indemnification
Protection for the liability of the adviser and
underwriter and for the officers and directors of the
Registrant is provided by two methods:
(a) The Director and Officer Liability Policy. This policy
covers all losses incurred by the Registrant, its
adviser and its underwriter from any claim made against
those entities or persons during the policy period by
any shareholder or former shareholder of the Fund by
reason of any alleged negligent act, error or omission
committed in connection with the administration of the
investments of said Registrant or in connection with
the sale or redemption of shares issued by said Registrant.
(b) Statutory Indemnification Provisions. Under Section 2-
418 of the Maryland General Corporation Law, the
Registrant is authorized to indemnify any past or
present director, officer, agent or employee against
judgments, penalties, fines, settlements and reasonable
expenses actually incurred by him in connection with
any proceeding in which he is a party by reason of
having served as a director, officer, agent or
employee, if he acted in good faith and reasonably
believed that, (i) in the case of conduct in his
official capacity with the Registrant, that his conduct
was in the best interests of the Registrant, or (ii) in
all other cases, that his conduct was at least not
opposed to the best interests of the Registrant. In
the case of any criminal proceeding, said director,
officer, agent or employee must in addition have had no
reasonable cause to believe that his conduct was
unlawful. In the case of a proceeding by or in the
right of the Registrant, indemnification may only be
made against reasonable expenses and may not be made in
respect of any proceeding in which the director,
officer, agent or employee shall have been adjudged to
be liable to the Registrant. The termination of any
proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent
creates a rebuttable presumption that the director,
officer, agent or employee did not meet the requisite
standard of conduct for indemnification. No
indemnification may be made in respect of any
proceeding charging improper personal benefit to the
director, officer, agent or employee whether or not
involving action in such person's official capacity, if
such person was adjudged to be liable on the basis that
improper personal benefit was received. If such
director, officer, agent or employee is successful, on
the merits or otherwise, in defense of any such
proceeding against him, he shall be indemnified against
the reasonable expenses incurred by him (unless such
indemnification is limited by the Registrant's charter,
which it is not). Additionally, a court of appropriate
jurisdiction may order indemnification in certain
circumstances even if the appropriate standard of
conduct set forth above was not met.
Indemnification may not be made unless authorized in
the specific case after determination that the
applicable standard of conduct has been met. Such
determination shall be made by either: (i) the board
of directors by either (x) a majority vote of a quorum
consisting of directors not parties to the proceeding
or (y) if such a quorum cannot be obtained, then by a
majority vote of a committee of the board consisting
solely of two or more directors not at the time parties
to such proceeding who were duly designated to act in
the matter by a majority vote of the full board in
which the designated directors who are parties may
participate; (ii) special legal counsel selected by the
board of directors or a committee of the board by vote
as set forth in (i) above, or, if the requisite quorum
of the board cannot be obtained therefore and the
committee cannot be established, by a majority vote of
the full board in which directors who are parties may
participate; or (iii) the stockholders.
Reasonable expenses may be reimbursed or paid by the
Registrant in advance of final disposition of a
proceeding after a determination, made in accordance
with the procedures set forth in the preceding
paragraph, that the facts then known to those making
the determination would not preclude indemnification
under the applicable standards provided the Registrant
receives (i) a written affirmation of the good faith
belief of the person seeking indemnification that the
applicable standard of conduct necessary for
indemnification has been met, and (ii) a written
undertaking to repay the advanced sums if it is
ultimately determined that the applicable standard of
conduct has not been met.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the Registrant's Articles of
Incorporation or otherwise, the Registrant has been
advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against
public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, then the Registrant will,
unless in the opinion of its counsel the matter has
been settled by a controlling precedent, submit to a
court of appropriate jurisdiction the question of
whether indemnification by it is against public policy
as expressed in the Act and will be governed by the
final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
Information pertaining to business and other
connections of the Registrant's investment adviser is
hereby incorporated by reference to the section of the
Prospectus captioned "Management of the Company" and to
the section of the Statement of Additional Information
captioned "Directors and Officers of the Company".
Item 29. Principal Underwriters
(a) USAA Investment Management Company (the "Adviser") acts
as principal underwriter and distributor of the
Registrant's shares on a best-efforts basis and
receives no fee or commission for its underwriting
services. The Adviser, wholly-owned by United Services
Automobile Association, also serves as principal
underwriter for USAA Tax Exempt Fund, Inc., USAA
Investment Trust, and USAA State Tax-Free Trust.
(b) Set forth below is information concerning each director
and executive officer of USAA Investment Management
Company.
Name and Principal Position and Offices Position and Offices
Business Address with Underwriter with Registrant
- ------------------ -------------------- --------------------
Hansford T. Johnson Director and Chairman Director and
9800 Fredericksburg Rd. of the Board of Chairman of the
San Antonio, TX 78288 Directors Board of Directors
Michael J.C. Roth Chief Executive Officer, President, Director
9800 Fredericksburg Rd. President, Director, and and Vice Chairman of
San Antonio, TX 78288 Vice Chairman of the the Board of Directors
Board of Directors
John W. Saunders, Jr. Senior Vice President, Vice President and
9800 Fredericksburg Rd. Fixed Income Investments, Director
San Antonio, TX 78288 and Director
Harry W. Miller Senior Vice President, None
9800 Fredericksburg Rd. Equity Investments,
San Antonio, TX 78288 and Director
William McCrae Director None
9800 Fredericksburg Rd.
San Antonio, TX 78288
Josue Robles, Jr. Director None
9800 Fredericksburg Rd.
San Antonio, TX 78288
John J. Dallahan Senior Vice President, None
9800 Fredericksburg Rd. Investment Services
San Antonio, TX 78288
Michael D. Wagner Vice President, Secretary Secretary
9800 Fredericksburg Rd. and Counsel
San Antonio, TX 78288
Sherron A. Kirk Vice President and Treasurer
9800 Fredericksburg Rd. Controller
San Antonio, TX 78288
Alex M. Ciccone Vice President, Assistant
9800 Fredericksburg Rd. Compliance Secretary
San Antonio, TX 78288
(c) Not Applicable
Item 30. Location of Accounts and Records
The following entities prepare, maintain and preserve the
records required by Section 31(a) of the Investment Company
Act of 1940 (the "1940 Act") for the Registrant. These
services are provided to the Registrant through written
agreements between the parties to the effect that such
services will be provided to the Registrant for such periods
prescribed by the Rules and Regulations of the Securities
and Exchange Commission under the 1940 Act and such records
are the property of the entity required to maintain and
preserve such records and will be surrendered promptly on
request:
USAA Investment Management Company
9800 Fredericksburg Rd.
San Antonio, Texas 78288
USAA Shareholder Account Services
10750 Robert F. McDermott Freeway
San Antonio, Texas 78288
State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, Massachusetts 02171
Item 31. Management Services
Not Applicable
Item 32. Undertakings
The Registrant hereby undertakes to provide each person to
whom a prospectus is delivered a copy of the Registrant's
latest annual report(s) to shareholders upon request and
without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant certifies
that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this amendment to its
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San
Antonio and State of Texas on the 21st day of November, 1995.
USAA MUTUAL FUND, INC.
*
---------------------
Michael J.C. Roth
President
Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
(Signature) (Title) (Date)
* Chairman of the November 21, 1995
- ---------------------- Board of Directors
Hansford T. Johnson
* Vice Chairman of the Board November 21, 1995
- ---------------------- of Directors and President
Michael J.C. Roth (Principal Executive Officer)
* Treasurer (Principal November 21, 1995
- ---------------------- Financial and
Sherron A. Kirk Accounting Officer)
* Director November 21, 1995
- ----------------------
John W. Saunders, Jr.
* Director November 21, 1995
- ----------------------
C. Dale Briscoe
* Director November 21, 1995
- ----------------------
George E. Brown
* Director November 21, 1995
- ----------------------
Howard L. Freeman, Jr.
* Director November 21, 1995
- ----------------------
Richard A. Zucker
* Director November 21, 1995
- ----------------------
Barbara B. Dreeben
* By: /s/Michael D. Wagner
- -----------------------------
Michael D. Wagner, Attorney-in-Fact, under Powers of
Attorney dated November 8, 1993, September 6, 1995, and
September 12, 1995, incorporated by reference to Post-
Effective Amendment No. 38, filed with the Securities and
Exchange Commission on September 29, 1995.
Exhibit Index
Exhibit Item Page No. *
- --------- ---- ----------
1 (a) Articles of Incorporation dated October 10, 1980 (1)
(b) Articles of Amendment dated January 14, 1981 (1)
(c) Articles Supplementary dated July 28, 1981 (1)
(d) Articles Supplementary dated November 3, 1982 (1)
(e) Articles of Amendment dated May 18, 1983 (1)
(f) Articles Supplementary dated August 8, 1983 (1)
(g) Articles Supplementary dated July 27, 1984 (1)
(h) Articles Supplementary dated November 5, 1985 (1)
(i) Articles Supplementary dated January 23, 1987 (1)
(j) Articles Supplementary dated May 13, 1987 (1)
(k) Articles Supplementary dated January 25, 1989 (1)
(l) Articles Supplementary dated May 2, 1991 (1)
(m) Articles Supplementary dated November 14, 1991 (1)
(n) Articles Supplementary dated April 14, 1992 (1)
(o) Articles Supplementary dated November 4, 1992 (1)
(p) Articles Supplementary dated March 23, 1993 (1)
(q) Articles Supplementary dated May 5, 1993 (1)
(r) Articles Supplementary dated November 8, 1993 (1)
(s) Articles Supplementary dated January 18, 1994 (1)
(t) Articles Supplementary dated November 9, 1994 (1)
(u) Articles Supplementary dated November 8, 1995 (filed herewith) 13
2 Bylaws, as amended January 10, 1994 (1)
3 Voting trust agreement - Not Applicable
4 Specimen certificates for shares of
(a) Growth Fund (1)
(b) Income Fund (1)
(c) Money Market Fund (1)
(d) Aggressive Growth Fund (1)
(e) Income Stock Fund (1)
(f) Growth & Income Fund (1)
(g) Short-Term Bond Fund (1)
5 (a) Advisory Agreement dated September 21, 1990 (1)
(b) Letter Agreement dated June 1, 1993 adding Growth &
Income Fund and Short-Term Bond Fund (1)
6 (a) Underwriting Agreement dated July 25, 1990 (1)
(b) Letter Agreement dated June 1, 1993 adding Growth &
Income Fund and Short-Term Bond Fund (1)
7 Not Applicable
8 (a) Custodian Agreement dated November 3, 1982 (1)
(b) Letter Agreement dated April 20, 1987 adding Income Stock Fund (1)
(c) Amendment No. 1 to the Custodian Contract dated October 30, 1987 (1)
(d) Amendment to the Custodian Contract dated November 3, 1988 (1)
(e) Amendment to the Custodian Contract dated February 6, 1989 (1)
(f) Amendment to the Custodian Contract dated November 8, 1993 (1)
(g) Letter Agreement dated June 1, 1993 adding Growth & Income Fund
and Short-Term Bond Fund (1)
9 (a) Articles of Merger dated January 30, 1981 (1)
(b) Transfer Agency Agreement dated January 23, 1992 (1)
(c) Letter Agreement dated June 1, 1993 adding Growth & Income Fund
and Short-Term Bond Fund (1)
(d) Amendments dated May 3, 1995 to the Transfer Agency Agreement Fee
Schedules for Growth Fund, Aggressive Growth Fund, Income Fund,
Growth & Income Fund, Income Stock Fund, Money Market Fund, and
Short-Term Bond Fund (1)
(e) Amendment No. 1 to Transfer Agency Agreement dated November 14,
1995 (filed herewith) 17
Exhibit Index, cont.
Exhibit Item Page No. *
- --------- ---- ----------
10 Opinion and Consent of Counsel (filed herewith) 20
11 Independent Auditors' Consent (filed herewith) 22
12 Financial Statements omitted from prospectus - Not Applicable
13 Subscription and Investment Letter for Growth & Income Fund
and Short-Term Bond Fund (1)
14 Prototype Plans
(a) USAA INVESTMENT MANAGEMENT COMPANY IRA Handbook (1)
(b) USAA INVESTMENT MANAGEMENT COMPANY SEP-IRA Handbook (1)
(c) USAA INVESTMENT MANAGEMENT COMPANY 403(b)(7) Handbook (1)
15 12b-1 Plans - Not Applicable
16 Schedule for Computation of Performance Quotation (1)
17 Financial Data Schedules
(a) Growth Fund (filed herewith) 24
(b) Aggressive Growth Fund (filed herewith) 27
(c) Income Fund (filed herewith) 30
(d) Money Market Fund (filed herewith) 33
(e) Income Stock Fund (filed herewith) 36
(f) Growth & Income Fund (filed herewith) 39
(g) Short-Term Bond Fund (filed herewith) 42
18 Plan Adopting Multiple Classes of Shares - Not Applicable
19 Powers of Attorney
(a) Powers of Attorney for Michael J.C. Roth, Sherron A. Kirk,
John W. Saunders, Jr., C. Dale Briscoe, George E. Brown,
Howard L. Freeman, Jr., and Richard A. Zucker dated
November 8, 1993 (1)
(b) Powers of Attorney for Hansford T. Johnson and Barbara
B. Dreeben (1)
(1) Previously filed with Post-Effective Amendment No. 38 of the
Registrant (No. 2-49560) filed with the Securities and
Exchange Commission on September 29, 1995.
- -------------------------------------------------
* Refers to sequentially numbered pages
EXHIBIT 1(u)
USAA MUTUAL FUND, INC.
Articles Supplementary
USAA Mutual Fund, Inc., a Maryland Corporation, having its
principal office in San Antonio, Texas (the "Corporation"),
hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end
investment company under the Investment Company Act of 1940.
SECOND: (a) In accordance with Section 2-105(c) of the
Maryland General Corporation Law, the Board of Directors has
heretofore authorized the issuance of 5,000,000,000 shares of
capital stock of the Corporation ($.01 par value per share).
(b) In accordance with Section 2-105(c) of the Maryland
General Corporation Law and pursuant to authority expressly
vested in the Board of Directors by the Articles of Incorporation
of the Corporation, the Board of Directors hereby increases the
aggregate number of shares of stock of the class of shares
designated as the Growth & Income Fund by classifying an
additional 25,000,000 shares of the authorized and unissued stock
of the Corporation into the Growth & Income Fund.
THIRD: The additional shares of the Growth & Income Fund
shall have the preferences, rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and
conditions as are described in Article VI of the Articles of
Incorporation.
FOURTH: (a) As of immediately before and after the increase
in the total number of shares classified as shares of the Growth
& Income Fund, the total number of shares of stock of all classes
that the Corporation had and has authority to issue was and is
5,000,000,000 shares ($.01 par value per share).
(b) Before the increase in the total number of shares
classified as shares of the Growth & Income Fund, there were
classified 75,000,000 shares of the Growth Fund, 25,000,000
shares of the Aggressive Growth Fund, 135,000,000 shares of the
Income Stock Fund, 200,000,000 shares of the Income Fund,
2,250,000,000 shares of the Money Market Fund, 250,000,000 shares
of the Federal Securities Money Market Fund, 25,000,000 shares of
the Short-Term Bond Fund, and 25,000,000 shares of the Growth &
Income Fund.
(c) After the increase in the total number of shares
classified as shares of the Growth & Income Fund, there are
classified 75,000,000 shares of the Growth Fund, 25,000,000
shares of the Aggressive Growth Fund, 135,000,000 shares of the
Income Stock Fund, 200,000,000 shares of the Income Fund,
2,250,000,000 shares of the Money Market Fund, 250,000,000 shares
of the Federal Securities Money Market Fund, 25,000,000 shares of
the Short-Term Bond Fund, and 50,000,000 shares of the Growth &
Income Fund.
(d) As of immediately before and after the increase in the
total number of shares classified as shares of the Growth Fund,
the aggregate par value of all shares of all classes of stock
authorized to be issued by the Corporation was and is $50,000,000.
IN WITNESS WHEREOF, USAA Mutual Fund, Inc. has caused these
presents to be signed in its name and on its behalf by its
President and witnessed by its Secretary on November 8, 1995.
WITNESS: USAA MUTUAL FUND, INC.
/s/ Michael D. Wagner /s/ Michael J. C. Roth
______________________ _______________________
Michael D. Wagner Michael J. C. Roth
Secretary President
THE UNDERSIGNED, President of USAA Mutual Fund, Inc., who
executed on behalf of the Corporation the foregoing Articles
Supplementary of which this certificate is made a part, hereby
acknowledges in the name and on behalf of said Corporation the
foregoing Articles Supplementary to be the corporate act of said
Corporation and hereby certifies that to the best of his
knowledge, information, and belief the matters and facts set
forth therein with respect to the authorization and approval
thereof are true in all material respects under the penalties of
perjury.
USAA MUTUAL FUND, INC.
/s/ Michael J. C. Roth
_______________________
Michael J. C. Roth
President
EXHIBIT 9(e)
USAA MUTUAL FUND, INC.
AMENDMENT NO. 1
TO
TRANSFER AGENCY AGREEMENT
AMENDMENT No. 1 to the Transfer Agency Agreement between
USAA Mutual Fund, Inc. and USAA Transfer Agency Company ("SAS")
dated January 23, 1992 (the "Agreement"), made as of the 14th day
of November, 1995.
WITNESSETH:
WHEREAS, Paragraph 27 of the Agreement provides that the
Agreement may be amended at any time by mutual agreement between
the parties thereto; and
WHEREAS, A majority of the Directors desire to amend the
Agreement by adding a Paragraph 28 to (1) authorize SAS to enter
into subtransfer agency relationships with one or more third
parties and (2) permit SAS to collect from the Funds an amount
equal to the lesser of the subtransfer agent's fees payable by
SAS and the savings realized by the Funds from such subtransfer
agency arrangements.
NOW, THEREFORE, The Agreement is hereby amended by adding
Paragraph 28 as follows:
28. SUB-TRANSFER AGENCY RELATIONSHIPS.
USAA Transfer Agency may, from time to time,
enter into arrangements with one or more third
parties (each, a "Sub-Transfer Agent") to perform
certain functions for the Company and USAA
Transfer Agency. In those instances the Company
shall pay USAA Transfer Agency the lesser of (i)
the amount payable by USAA Transfer Agency to the
Sub-Transfer Agent for performing such functions
and (ii) the amount of the Transfer Agency
Savings. As used herein, the term "Transfer
Agency Savings" means the amount that would have
been paid by the Company to USAA Transfer Agency
if all accounts maintained by the Sub-Transfer
Agent had been maintained directly by USAA
Transfer Agency, as determined based upon the per
account charge under the Transfer Agency
Agreement, increased by out-of-pocket charges that
would have been incurred with respect to such
accounts.
This Amendment and the changes to the Agreement effected
hereby shall be effective November 14, 1995.
USAA MUTUAL FUND, INC. USAA TRANSFER AGENCY COMPANY
/s/ Micahael J. C. Roth /s/ Joseph H. L. Jimenez
_______________________ _________________________
Michael J. C. Roth Joseph H. L. Jimenez
President Vice President
ATTEST: ATTEST:
/s/ Michael D. Wagner /s/ Michael D. Wagner
_____________________ _______________________
Michael D. Wagner Michael D. Wagner
Secretary Secretary
EXHIBIT 10
GOODWIN, PROCTER & HOAR
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 227-8591
CABLE.GOODPROCT,BOSTON
November 21, 1995
USAA Mutual Fund, Inc.
USAA Building
9800 Fredericksburg Road
San Antonio, Texas 78288
Ladies and Gentlemen:
As counsel to USAA Mutual Fund, Inc. (the "Company"), a Maryland
corporation, we have been asked to render our opinion with respect to
the issuance of shares of capital stock, $.01 par value per share, of
the Aggressive Growth Fund, Growth Fund, Growth & Income Fund, Income
Stock Fund, Income Fund, Short-Term Bond Fund and Money Market Fund (the
"Shares"), seven classes of capital stock of the Company which have been
established and designated in the Company's Articles of Incorporation
and Articles Supplementary to the Articles of Incorporation, as amended
(collectively, the "Articles"), all as more fully described in certain
Prospectuses and the Statement of Additional Information contained in
Post-Effective Amendment No. 39 (the "Amendment") to the Registration
Statement (No. 2-49560) on Form N-1A (the "Registration Statement") to
be filed by the Company with the Securities and Exchange Commission.
We have examined the Articles, the By-Laws of the Company, as
amended, the minutes of certain meetings of the Board of Directors of
the Company, the Prospectuses and Statement of Additional Information
contained in the Amendment and such other documents, records and
certificates as we deemed necessary for the purposes of this opinion.
Based upon the foregoing, and assuming that not more than
25,000,000 Shares of the Aggressive Growth Fund, 75,000,000 Shares of
the Growth Fund, 50,000,000 Shares of the Growth & Income Fund,
135,000,000 Shares of Income Stock Fund, 200,000,000 Shares of the
Income Fund, 25,000,000 Shares of the Short-Term Bond Fund and
2,250,000,000 Shares of the Money Market Fund will be issued and
outstanding at any time, we are of the opinion that the Shares will,
when sold in accordance with the terms of the Prospectuses and Statement
of Additional Information in effect at the time of the sale, be legally
issued, fully paid and non-assessable.
We hereby consent to the reference to this firm in the Prospectuses
under the heading "Legal Counsel" and in the Statement of Additional
Information under the heading "General Information--Counsel" which form
a part of the Amendment and to the filing of this opinion as an exhibit
to the Amendment.
Very truly yours,
/s/Goodwin, Procter & Hoar
--------------------------
GOODWIN, PROCTER & HOAR
EXHIBIT 11
The Shareholders and Board of Directors
USAA Mutual Fund, Inc.:
We consent to the use of our reports dated September 5, 1995 on
the financial statements of the Aggressive Growth, Growth, Growth
& Income, Income Stock, Income, Short-Term Bond, and Money Market
Funds, separate Funds of the USAA Mutual Fund, Inc. (the
Company), as of and for the year ended July 31, 1995 included in
the Company's Annual Reports to Shareholders for the fiscal year
ended July 31, 1995 incorporated herein by reference and to the
references to our firm under the headings "Financial Highlights"
and "Independent Auditors" as part of Post-Effective Amendment
No. 39 under the Securities Act of 1933, as amended, and
Amendment No. 27 under the Investment Company Act of 1940, as
amended, to the Company's Registration Statement on Form N-1A.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
San Antonio, Texas
November 20, 1995
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000102401
<NAME> USAA MUTUAL FUND, INC.
<SERIES>
<NUMBER> 1
<NAME> GROWTH FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-END> JUL-31-1995
<INVESTMENTS-AT-COST> 812,182
<INVESTMENTS-AT-VALUE> 921,892
<RECEIVABLES> 1,580
<ASSETS-OTHER> 655
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 924,127
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,306
<TOTAL-LIABILITIES> 1,306
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 769,679
<SHARES-COMMON-STOCK> 48,416
<SHARES-COMMON-PRIOR> 35,101
<ACCUMULATED-NII-CURRENT> 7,433
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 35,999
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 109,710
<NET-ASSETS> 922,821
<DIVIDEND-INCOME> 18,465
<INTEREST-INCOME> 1,595
<OTHER-INCOME> 0
<EXPENSES-NET> (7,815)
<NET-INVESTMENT-INCOME> 12,245
<REALIZED-GAINS-CURRENT> 48,004
<APPREC-INCREASE-CURRENT> 118,291
<NET-CHANGE-FROM-OPS> 178,540
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (10,408)
<DISTRIBUTIONS-OF-GAINS> (90,772)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 235,002
<NUMBER-OF-SHARES-REDEEMED> (107,994)
<SHARES-REINVESTED> 99,768
<NET-CHANGE-IN-ASSETS> 304,136
<ACCUMULATED-NII-PRIOR> 5,596
<ACCUMULATED-GAINS-PRIOR> 78,767
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5,642
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,815
<AVERAGE-NET-ASSETS> 753,215
<PER-SHARE-NAV-BEGIN> 17.63
<PER-SHARE-NII> 0.26
<PER-SHARE-GAIN-APPREC> 3.95
<PER-SHARE-DIVIDEND> (0.27)
<PER-SHARE-DISTRIBUTIONS> (2.51)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 19.06
<EXPENSE-RATIO> 1.04
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000102401
<NAME> USAA MUTUAL FUND, INC.
<SERIES>
<NUMBER> 2
<NAME> AGGRESSIVE GROWTH FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-END> JUL-31-1995
<INVESTMENTS-AT-COST> 260,820
<INVESTMENTS-AT-VALUE> 369,855
<RECEIVABLES> 2,546
<ASSETS-OTHER> 467
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 372,868
<PAYABLE-FOR-SECURITIES> 7,139
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,339
<TOTAL-LIABILITIES> 9,478
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 241,709
<SHARES-COMMON-STOCK> 14,840
<SHARES-COMMON-PRIOR> 14,031
<ACCUMULATED-NII-CURRENT> (5)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 12,651
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 109,035
<NET-ASSETS> 363,390
<DIVIDEND-INCOME> 581
<INTEREST-INCOME> 1,075
<OTHER-INCOME> 0
<EXPENSES-NET> (2,456)
<NET-INVESTMENT-INCOME> (800)
<REALIZED-GAINS-CURRENT> 22,333
<APPREC-INCREASE-CURRENT> 101,239
<NET-CHANGE-FROM-OPS> 122,772
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (22,048)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 85,382
<NUMBER-OF-SHARES-REDEEMED> (93,573)
<SHARES-REINVESTED> 21,904
<NET-CHANGE-IN-ASSETS> 114,437
<ACCUMULATED-NII-PRIOR> (5)
<ACCUMULATED-GAINS-PRIOR> 13,166
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,344
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,456
<AVERAGE-NET-ASSETS> 289,233
<PER-SHARE-NAV-BEGIN> 17.74
<PER-SHARE-NII> (0.05)
<PER-SHARE-GAIN-APPREC> 8.35
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (1.55)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 24.49
<EXPENSE-RATIO> 0.86
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000102401
<NAME> USAA MUTUAL FUND, INC.
<SERIES>
<NUMBER> 3
<NAME> INCOME FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-END> JUL-31-1995
<INVESTMENTS-AT-COST> 1,745,901
<INVESTMENTS-AT-VALUE> 1,734,823
<RECEIVABLES> 48,765
<ASSETS-OTHER> 848
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,784,436
<PAYABLE-FOR-SECURITIES> 26,803
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,462
<TOTAL-LIABILITIES> 29,265
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,764,184
<SHARES-COMMON-STOCK> 144,914
<SHARES-COMMON-PRIOR> 147,247
<ACCUMULATED-NII-CURRENT> 2,021
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 44
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (11,078)
<NET-ASSETS> 1,755,171
<DIVIDEND-INCOME> 18,581
<INTEREST-INCOME> 110,422
<OTHER-INCOME> 0
<EXPENSES-NET> (6,892)
<NET-INVESTMENT-INCOME> 122,111
<REALIZED-GAINS-CURRENT> (204)
<APPREC-INCREASE-CURRENT> 62,076
<NET-CHANGE-FROM-OPS> 183,983
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (122,518)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 200,959
<NUMBER-OF-SHARES-REDEEMED> (325,567)
<SHARES-REINVESTED> 99,380
<NET-CHANGE-IN-ASSETS> 36,237
<ACCUMULATED-NII-PRIOR> 2,428
<ACCUMULATED-GAINS-PRIOR> 248
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,033
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,892
<AVERAGE-NET-ASSETS> 1,685,497
<PER-SHARE-NAV-BEGIN> 11.67
<PER-SHARE-NII> 0.84
<PER-SHARE-GAIN-APPREC> 0.45
<PER-SHARE-DIVIDEND> (0.85)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 12.11
<EXPENSE-RATIO> 0.41
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000102401
<NAME> USAA MUTUAL FUND, INC.
<SERIES>
<NUMBER> 4
<NAME> MONEY MARKET FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-END> JUL-31-1995
<INVESTMENTS-AT-COST> 1,527,743
<INVESTMENTS-AT-VALUE> 1,527,743
<RECEIVABLES> 11,181
<ASSETS-OTHER> 9,956
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,548,880
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,825
<TOTAL-LIABILITIES> 8,825
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,540,055
<SHARES-COMMON-STOCK> 1,540,055
<SHARES-COMMON-PRIOR> 1,006,020
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,540,055
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 74,774
<OTHER-INCOME> 0
<EXPENSES-NET> (5,724)
<NET-INVESTMENT-INCOME> 69,050
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 69,050
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (69,050)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,059,833
<NUMBER-OF-SHARES-REDEEMED> (1,592,204)
<SHARES-REINVESTED> 66,406
<NET-CHANGE-IN-ASSETS> 534,035
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,056
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,878
<AVERAGE-NET-ASSETS> 1,272,585
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (0.05)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.45
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000102401
<NAME> USAA MUTUAL FUND, INC.
<SERIES>
<NUMBER> 6
<NAME> INCOME STOCK FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-END> JUL-31-1995
<INVESTMENTS-AT-COST> 1,284,528
<INVESTMENTS-AT-VALUE> 1,399,814
<RECEIVABLES> 10,264
<ASSETS-OTHER> 621
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,410,699
<PAYABLE-FOR-SECURITIES> 661
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,667
<TOTAL-LIABILITIES> 2,328
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,269,689
<SHARES-COMMON-STOCK> 94,114
<SHARES-COMMON-PRIOR> 88,121
<ACCUMULATED-NII-CURRENT> 2,689
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 20,707
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 115,286
<NET-ASSETS> 1,408,371
<DIVIDEND-INCOME> 73,845
<INTEREST-INCOME> 2,337
<OTHER-INCOME> 0
<EXPENSES-NET> (9,357)
<NET-INVESTMENT-INCOME> 66,825
<REALIZED-GAINS-CURRENT> 23,904
<APPREC-INCREASE-CURRENT> 129,417
<NET-CHANGE-FROM-OPS> 220,146
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (67,497)
<DISTRIBUTIONS-OF-GAINS> (19,454)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 236,760
<NUMBER-OF-SHARES-REDEEMED> (231,854)
<SHARES-REINVESTED> 80,246
<NET-CHANGE-IN-ASSETS> 218,347
<ACCUMULATED-NII-PRIOR> 3,361
<ACCUMULATED-GAINS-PRIOR> 16,257
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,262
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 9,357
<AVERAGE-NET-ASSETS> 1,256,464
<PER-SHARE-NAV-BEGIN> 13.50
<PER-SHARE-NII> 0.74
<PER-SHARE-GAIN-APPREC> 1.69
<PER-SHARE-DIVIDEND> (0.75)
<PER-SHARE-DISTRIBUTIONS> (0.22)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.96
<EXPENSE-RATIO> 0.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000102401
<NAME> USAA MUTUAL FUND, INC.
<SERIES>
<NUMBER> 7
<NAME> GROWTH & INCOME FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-END> JUL-31-1995
<INVESTMENTS-AT-COST> 181,811
<INVESTMENTS-AT-VALUE> 210,000
<RECEIVABLES> 607
<ASSETS-OTHER> 277
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 210,884
<PAYABLE-FOR-SECURITIES> 2,019
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 375
<TOTAL-LIABILITIES> 2,394
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 178,473
<SHARES-COMMON-STOCK> 17,271
<SHARES-COMMON-PRIOR> 12,999
<ACCUMULATED-NII-CURRENT> 236
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,592
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 28,189
<NET-ASSETS> 208,490
<DIVIDEND-INCOME> 4,792
<INTEREST-INCOME> 439
<OTHER-INCOME> 0
<EXPENSES-NET> (1,639)
<NET-INVESTMENT-INCOME> 3,592
<REALIZED-GAINS-CURRENT> 3,109
<APPREC-INCREASE-CURRENT> 25,689
<NET-CHANGE-FROM-OPS> 32,390
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,472)
<DISTRIBUTIONS-OF-GAINS> (1,568)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 75,855
<NUMBER-OF-SHARES-REDEEMED> (34,219)
<SHARES-REINVESTED> 4,882
<NET-CHANGE-IN-ASSETS> 73,868
<ACCUMULATED-NII-PRIOR> 116
<ACCUMULATED-GAINS-PRIOR> 51
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 977
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,639
<AVERAGE-NET-ASSETS> 163,384
<PER-SHARE-NAV-BEGIN> 10.36
<PER-SHARE-NII> 0.24
<PER-SHARE-GAIN-APPREC> 1.81
<PER-SHARE-DIVIDEND> (0.23)
<PER-SHARE-DISTRIBUTIONS> (0.11)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 12.07
<EXPENSE-RATIO> 1.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000102401
<NAME> USAA MUTUAL FUND, INC.
<SERIES>
<NUMBER> 8
<NAME> SHORT-TERM BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-END> JUL-31-1995
<INVESTMENTS-AT-COST> 74,984
<INVESTMENTS-AT-VALUE> 74,978
<RECEIVABLES> 1,279
<ASSETS-OTHER> 347
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 76,604
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 414
<TOTAL-LIABILITIES> 414
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 76,753
<SHARES-COMMON-STOCK> 7,722
<SHARES-COMMON-PRIOR> 4,949
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (557)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (6)
<NET-ASSETS> 76,190
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,899
<OTHER-INCOME> 0
<EXPENSES-NET> (286)
<NET-INVESTMENT-INCOME> 3,613
<REALIZED-GAINS-CURRENT> (205)
<APPREC-INCREASE-CURRENT> 1,174
<NET-CHANGE-FROM-OPS> 4,582
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,613)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 61,901
<NUMBER-OF-SHARES-REDEEMED> (38,082)
<SHARES-REINVESTED> 3,174
<NET-CHANGE-IN-ASSETS> 27,962
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (352)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 137
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 422
<AVERAGE-NET-ASSETS> 57,217
<PER-SHARE-NAV-BEGIN> 9.74
<PER-SHARE-NII> 0.61
<PER-SHARE-GAIN-APPREC> 0.13
<PER-SHARE-DIVIDEND> (0.61)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.87
<EXPENSE-RATIO> .50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
