USAA MUTUAL FUND INC
497, 1997-11-24
Previous: UNION PLANTERS CORP, SC 13D, 1997-11-24
Next: EATON VANCE GROWTH TRUST, N-30D, 1997-11-24




                                USAA FIRST START
                                   GROWTH FUND

                                   Prospectus
                                 August 1, 1997

The  Fund is a  no-load  mutual  fund  offered  by USAA  Investment  Management
Company.  USAA will seek long-term capital appreciation by investing the Fund's
assets in the  stocks of  companies  that  provide  goods or  services  that we
believe  are  familiar  to  young  people.  USAA designed the Fund as part of a
program to  stimulate interest in long-term investing  by young  people.  

The  USAA  First  Start  Growth  Fund  is  part  of  USAA  First Start, a money
management plan for young people.

SHARES OF THIS FUND ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR GUARANTEED BY,
THE USAA  FEDERAL  SAVINGS  BANK,  ARE NOT  INSURED  BY THE  FDIC OR ANY  OTHER
GOVERNMENT AGENCY, ARE SUBJECT TO INVESTMENT RISKS, AND MAY LOSE VALUE.

AS WITH  OTHER  MUTUAL  FUNDS,  THESE  SECURITIES  HAVE  NOT BEEN  APPROVED  OR
DISAPPROVED  BY THE SECURITIES  AND EXCHANGE  COMMISSION  (SEC) NOR HAS THE SEC
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

                               TABLE OF CONTENTS
          Who Manages the Fund?................................  2
          What is the Investment Objective?....................  2
          Will the Value of Your Investment Fluctuate?.........  2
          Is This Fund for You?................................  2
          How Do You Buy?......................................  2
          Fees and Expenses....................................  3
          Performance Information..............................  3
          A Word About Risk....................................  4
          Fund Investments.....................................  4
          Fund Management......................................  6
          Using Mutual Funds in an Investment Program..........  7
   
          How to Invest........................................  9
          Important Information About
             Purchases and Redemptions......................... 12
          Exchanges............................................ 13
          Shareholder Information.............................. 13
          Description of Shares................................ 15
          Appendix A........................................... 16
          USAA Family of No-Load Mutual Funds.................. 17
    

<PAGE>

THIS PROSPECTUS PROVIDES YOU WITH INFORMATION YOU SHOULD KNOW BEFORE YOU INVEST
IN THE FUND. PLEASE READ IT AND KEEP IT FOR FUTURE REFERENCE.

WHO MANAGES THE FUND?

USAA Investment  Management Company manages the Fund. For easier reading,  USAA
Investment  Management  Company  will be  referred  to as "we"  throughout  the
Prospectus.

WHAT IS THE INVESTMENT OBJECTIVE?

The Fund's  investment  objective is long-term capital  appreciation.  See FUND
INVESTMENTS on page 4 for more information.

WILL THE VALUE OF YOUR
INVESTMENT FLUCTUATE?

Yes, it will.  The value of your  investment  will  fluctuate with the changing
market value of the Fund's portfolio. You may have a gain or loss when you sell
your shares.

IS THIS FUND FOR YOU?

This Fund might be appropriate as part of your investment portfolio if . . .

o  You are interested in learning about investments.
o  You are  willing to accept  moderate  to high risk.  
o  You are  looking  for a long-term investment.

This Fund MAY NOT be appropriate as part of your investment portfolio if . . .

o  You need steady income.
o  You are unwilling to take greater risk for long-term goals.
o  You may need your money back within five years. 
o  You need an investment that provides tax-free income.
   
If you feel this Fund is not the one for you,  refer to page 17 for a  complete
list of the USAA Family of No-Load Mutual Funds.
    
HOW DO YOU BUY?
   
You may make your initial investment directly by mail, in person or, in certain
instances,  by telephone.  The minimum  initial  investment is $3,000 [$250 for
IRAs] and can be made by check or by wire.  To suit the needs of young  people,
Uniform Gifts/Transfers to Minors Act (UGMA/UTMA) accounts may be opened for as
little as $250, or if you elect to have monthly  electronic  investments  of at
least $20 each, there is no minimum required to open an account.  There is more
information about how to purchase Fund shares on page 9.
    
                                       2
<PAGE>
FEES AND EXPENSES

This summary provides information to assist you in  understanding  the expenses
you will pay directly or indirectly to invest in the Fund.

Shareholder Transaction Expenses -- Fees You Pay Directly

There are no fees  charged to your  account  when you buy,  sell,  or hold Fund
shares.  However,  if you sell shares and request your money by wire  transfer,
you will pay a $10 fee. (Your bank may also charge a fee for receiving wires.)

Annual Fund Operating Expenses -- Fees You Pay Indirectly

Unlike  shareholder  transaction  charges,  the Fund's expenses are not charged
directly to your account, but instead are paid out of the Fund's assets and are
reflected in the Fund's share price and  dividends.  "Other  Expenses"  such as
custodian and transfer agent fees have been estimated for the Fund's first year
of operation.  The figures below are  calculated as a percentage of average net
assets.

    Management Fees                              .75%      o 12b-1 FEES -
    12b-1 Fees                                   None        Some mutual
    Other Expenses (estimated)                   .67%        funds charge
                                                 ---         these fees to
    Total Fund Operating Expenses               1.42%        pay for the
                                                ====         costs of selling
                                                             fund shares.
Example of Effect of Fund Operating Expenses

You  would  pay the  following  expenses  on a $1,000  investment  in the Fund,
assuming  (1) 5% annual  return and (2)  redemption  at the end of the  periods
shown.

                  1 year.............. $ 14
                  3 years.............   45

THIS  EXAMPLE IS NOT A  REPRESENTATION  OF PAST OR FUTURE  EXPENSES  AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

PERFORMANCE INFORMATION

Please  consider  performance  information  in light of the  Fund's  investment
objective and policies and market  conditions during the reported time periods.
Remember,  historical  performance may not be repeated in the future. The value
of your  shares  may go up or  down.  For the most  current  price  and  return
information for this Fund, you may call TouchLINE(R) at 1-800-531-8777. Press 1
for the Mutual Fund Menu, press 1 again for prices and returns.  Then, press 32
followed  by the pound sign when asked for a Fund Code.  

                              [TELEPHONE GRAPHIC]
                                  TouchLINE(R)
                                 1-800-531-8777
                                     press
                                        1
                                      then
                                        1
                                      then
                                       3 2 #

                                       3
<PAGE>

You may see the Fund's total return quoted in advertisements  and reports.  All
mutual funds must use the same formula to calculate total return.  Total return
measures the price change in a share assuming the reinvestment of all dividends
and distributions of capital gains. You may also see a comparison of the Fund's
performance  to that of other mutual funds with similar  investment  objectives
and to stock or relevant indexes.

A WORD ABOUT RISK 

Portions of this Prospectus  describe the risks you will face as an investor in
the  Fund.  Keep in mind that  generally  investments  with a higher  potential
reward are  accompanied  by a higher risk of losing money.  The reverse is also
generally true: the lower the potential reward, the lower the risk. However, as
you consider an investment in the Fund,  you should also take into account your
tolerance  for the daily  fluctuations  of the stock market and whether you can
afford to leave your money in this  investment for long periods of time to ride
out down periods.

[CAUTION LIGHT GRAPHIC]
Look for this symbol  throughout  the  Prospectus.  We use it to mark  detailed
information  about the main  risks that you will face as a  shareholder  of the
Fund.

FUND INVESTMENTS

Investment Policies and Risks

    Q    What is the Fund's investment policy?

    A    We will  invest the Fund's  assets  in equity  securities of companies
         that provide  goods or services  that we believe are familiar to young
         people.  For  convenience,  this  Prospectus  refers to common stocks,
         preferred stocks,  convertible securities,  and securities which carry
         the right to buy common stocks  collectively  as "equity  securities."
         Most of the  Fund's  assets  will  be  invested  in  U.S.  securities;
         however,  we may also invest the Fund's  assets in foreign  securities
         when they are in line with the Fund's investment objective.

         We  designed  the Fund as part of a program to  stimulate  interest in
         long-term investing by young people. Shareholders of the Fund may give
         us their suggestions about the types of companies that they would like
         us to consider for investment by the Fund. We invite  shareholders  to
         tell us the  investment  topics or the names of stocks that they would
         like us to feature in the Fund's communications to shareholders.
  
         As a  temporary  defensive  measure,  we may  invest up to 100% of the
         Fund's assets in high-quality, short-term debt instruments.
                              
                                       4
<PAGE>

    Q    In what industries will we invest the Fund's assets?

    A    We  will invest  the Fund's assets in many different  industries.  The
         Fund is not a "sector" fund that focuses its investments in a specific
         industry or sector of the  economy.  We believe that goods or services
         that are likely to be  familiar  to young  investors  are  provided by
         companies  engaged  in  many  different  types  of  industries.   Such
         companies may include  computer  hardware and software  manufacturers,
         internet service providers, and companies in the apparel,  automobile,
         communications,  entertainment,  financial services,  health services,
         and travel  industries,  among others. We believe that the flexibility
         to select equity  securities of companies  across a broad  universe of
         industries maximizes our opportunity to find attractive investments as
         we pursue the Fund's objective of long-term capital appreciation.

    Q    Are  we  prohibited  from  investing the Fund's assets in any specific
         industries?

    A    Yes. We  will  not invest the Fund's assets in companies whose primary
         line of business is the  production  of tobacco  products or alcoholic
         beverages. Investments in firms primarily focused on gaming activities
         are also prohibited.

    Q    What special services are provided to shareholders in this Fund?

    A    In addition  to  providing an  investment  opportunity  for  long-term
         capital   appreciation,    shareholders   will   receive   educational
         information  targeted  to young  people  about the basic  concepts  of
         saving and investing.

    Q    What are the Fund's potential risks?

    A    Two potential risks of investing in this Fund include:

         [CAUTION LIGHT GRAPHIC]
         MARKET RISK.  Because this Fund  invests in equity  securities,  it is
         subject to market risk. Stock prices in general may decline over short
         or even  extended  periods,  regardless  of the  success or failure of
         individual  companies'  operations.  The stock  market tends to run in
         cycles,  with periods  when stock  prices  generally go up and periods
         when stock prices generally go down.  Equity  securities tend to go up
         and down more than bonds.

         [CAUTION LIGHT GRAPHIC]
         FOREIGN INVESTING. Investing in foreign securities poses unique risks:
         currency  exchange  rate  fluctuations;  foreign  market  illiquidity;
         increased price  volatility;  exchange  control  regulations;
                                       5
<PAGE>
         foreign   ownership  limits;  different  accounting,   reporting,  and
         disclosure   requirements;   and   difficulties   in  obtaining  legal 
         judgments.  In  the  past,  equity  and  debt  instruments  of foreign
         markets  have  been  more volatile than equity and debt instruments of 
         U.S. securities markets.
   
For additional  information  about other investments in which we may invest the
Fund's assets, see APPENDIX A on page 16.
    
Investment Restrictions

The following  restrictions may only be changed with shareholder approval: 

o    The Fund may not invest 25% or more of its total assets in one industry.

o    The Fund may not invest more than 5% of its total assets in any one issuer
     or own  more  than 10% of the  outstanding  voting  securities  of any one
     issuer. This limitation does not apply to U.S. Government securities,  and
     only applies to 75% of the Fund's total assets.

o    The Fund may borrow only for temporary or emergency  purposes in an amount
     not exceeding 33 1/3% of its total assets.

You will find a complete listing of the precise investment  restrictions in the
Fund's Statement of Additional Information (SAI).

FUND MANAGEMENT

The Board of Directors of USAA Mutual Fund, Inc.  (Company),  of which the Fund
is a series,  supervises the business  affairs of the Company.  The Company has
retained us, USAA Investment  Management  Company,  to serve as the manager and
distributor of the Company.
   
We are an affiliate of United Services Automobile  Association (USAA), a large,
diversified financial services institution.  As of the date of this Prospectus,
we had approximately $35 billion in total assets under management.  Our mailing
address is 9800 Fredericksburg Road, San Antonio, TX 78288.
    
We provide management services to the Fund. We are responsible for managing the
Fund's  portfolio  (including  placement of brokerage  orders) and its business
affairs, subject to the authority of and supervision by the Board of Directors.
For our services, the Fund pays us an annual fee. The fee, three-fourths of one
percent (.75%) of average net assets, is accrued daily and paid monthly.

In addition to the fees paid  pursuant to the  Advisory  Agreement,  the Fund's
operating  expenses generally consist of expenses for the issuing and redeeming 
of  Fund  shares,  transfer agent  and  custodian  charges,  auditing and legal
expenses, certain expenses of registering and qualifying shares

                                       6
<PAGE>

for  sale,  fees  of Directors  who  are not  affiliated  with us, and costs of
typesetting, printing,  and mailing the Prospectus,  SAI, and periodic  reports
to existing shareholders.

We also provide  distribution  services to the Fund and receive no compensation
for those services.

Although  our  officers and  employees,  as well as those of the  Company,  may
engage  in  personal  securities  transactions,  they  are  restricted  by  the
procedures in a Joint Code of Ethics adopted by the Company and us.

Portfolio Transactions

USAA Brokerage Services,  our discount brokerage service, may execute purchases
and sales of equity securities for the Fund's portfolio. The Board of Directors
has adopted  procedures to ensure that any  commissions  paid to USAA Brokerage
Services are reasonable and fair.

Portfolio Manager

The following individual is primarily responsible for managing the Fund.

Curt Rohrman,  Assistant Vice President of Equity  Investments  since September
1996,  is  the  portfolio  manager.  He has  ten  years  investment  management
experience  and has  worked  for us for two  years.  Prior to  joining  us, Mr.
Rohrman worked for CS First Boston Corporation from June 1988 to March 1995. He
earned the  Chartered  Financial  Analyst  (CFA)  designation  in 1991 and is a
member of the Association for Investment Management and Research (AIMR) and the
San Antonio Financial Analysts Society,  Inc. (SAFAS). He holds an MBA from the
University of Texas at Austin and a BBA from Texas Christian University.

[PHOTOGRAPH OF PORTFOLIO MANAGER]
Curt Rohrman

USING MUTUAL FUNDS IN
AN INVESTMENT PROGRAM

I. The Idea Behind Mutual Funds

Mutual funds provide small investors some of the advantages  enjoyed by wealthy
investors.  A  relatively  small  investment  can  buy  part  of a  diversified
portfolio. That portfolio is managed by investment professionals, relieving you
of the  need to make  individual  stock  or bond  selections.  You  also  enjoy
conveniences,  such as daily  pricing,  liquidity,  and in the case of the USAA
Family of Funds, no sales charge. The portfolio, because of its size, has lower
transaction  costs on its trades than most individuals would have. As a result,
you own an investment  that in earlier times would have been  available only to
very wealthy people.

                                       7
<PAGE>


II. Using Funds in an Investment Program

In  choosing a mutual  fund as an  investment  vehicle,  you are giving up some
investment decisions,  but must still make others. The decisions you don't have
to make are those involved with choosing individual securities. We will perform
that function.  In addition, we will arrange for the safekeeping of securities,
auditing the annual financial  statements,  and daily valuation of the Fund, as
well  as  other  functions.   

You, however,  retain  at  least  part  of  the responsibility  for an  equally
important decision.  This decision  involves determining  a portfolio of mutual
funds that balances  your  investment  goals with your  tolerance  for risk. It
is  likely that this  decision may include the use of more than one fund of the 
USAA Family of Funds. 

For example, assume you wish to invest in a  widely-diversified,  common  stock
portfolio.  You could combine an investment in the First Start Growth Fund with
investments in other mutual funds that invest  in stocks  of  large  and  small
companies  and  high-dividend  stocks.  This  is just one way you could combine 
funds that fit your own risk and reward goals.

III. USAA's Family of Funds
   
We offer you another  alternative for asset  allocation with our asset strategy
funds  listed on page 17. These unique  mutual funds  provide a  professionally
managed  diversified  investment  portfolio  within  a  mutual  fund.  They are
designed  for the  individual  who  prefers to  delegate  the asset  allocation
process to an investment manager and are structured to achieve  diversification
across a number of investment categories. 
    

Whether you prefer to create  your own mix of mutual  funds or use a USAA Asset
Strategy  Fund,  the USAA  Family of Funds  provides  a broad  range of choices
covering  just  about  any   investor's   investment   objectives.   Our  sales
representatives  stand  ready to assist you with your  choices  and to help you
craft a portfolio which meets your needs.

                                       8
<PAGE>

HOW TO INVEST

Purchase of Shares

OPENING AN ACCOUNT
You may open an account and make an investment as described below by mail, bank
wire, electronic funds transfer (EFT), phone, or in person. A complete,  signed
application is required for each new account.

TAX ID NUMBER
Each shareholder  named on the account must provide a social security number or
tax identification number to avoid possible withholding requirements.

EFFECTIVE DATE
When you make a purchase, your purchase price will be the net asset value (NAV)
per share next  determined  after we  receive  your  request in proper  form as
described  below.  The Fund's  NAV is  determined  at the close of the  regular
trading  session  (generally  4:00  p.m.  Eastern  Time) of the New York  Stock
Exchange (NYSE) each day the Exchange is open. If we receive your request prior
to that time, your purchase price will be the NAV per share determined for that
day. If we receive  your  request  after the NAV per share is  calculated,  the
purchase  will be effective on the next  business  day. If you plan to purchase
Fund shares with a foreign check,  we suggest you convert your foreign check to
U.S.  dollars prior to investment in the Fund to avoid a potential delay in the
effectiveness of your purchase of up to four to six weeks. Furthermore,  a bank
charge may be assessed in the clearing process, which will be deducted from the
amount of the purchase.

MINIMUM INVESTMENTS  
   
INITIAL PURCHASE     o  $3,000 [$250  Uniform  Gifts/Transfers  to  Minors  Act
[MONEY GRAPHIC]         (UGMA/UTMA) accounts and $250 for IRAs] or if you elect
                        to have monthly electronic  investments of at least $20
                        each,  there is no minimum required to open an account.
                        Employees of USAA, its affiliates,  or subsidiaries may
                        open an account through payroll deduction for as little
                        as $25 per pay period with no initial investment.
    
ADDITIONAL PURCHASES o  $20

                                       9
<PAGE>

HOW TO PURCHASE
   
MAIL                 o  To open an account, send your application and check to:
[ENVELOPE GRAPHIC]           USAA Investment Management Company
                             9800 Fredericksburg Road
                             San Antonio, TX 78288

                     o  To add to your account, send your check and the "Invest
                        by Mail" stub that accompanies your Fund's  transaction
                        confirmation to the Transfer Agent:
                             USAA Shareholder Account Services
                             9800 Fredericksburg Road
                             San Antonio, TX 78288

IN PERSON            o  To open an account, bring your application and
[PEOPLE GRAPHIC]        check to:
                             USAA Investment Management Company
                             USAA Federal Savings Bank
                             10750 Robert F. McDermott Freeway
                             San Antonio

BANK WIRE            o  Instruct your bank (which may charge a fee for the
[ENVELOPE WIRE          service) to wire the  specified  amount to the Fund
GRAPHIC]                as follows:
                             State Street Bank and Trust Company
                             Boston, MA 02101
                             ABA#011000028
                             Attn:  USAA First Start Growth Fund
                             USAA AC-69384998
                             Shareholder(s) Name(s) _____________________
                             Shareholder(s) Account Number ______________

ELECTRONIC FUNDS     o  Additional purchases on a regular basis can be deducted
TRANSFER                from a bank account, paycheck, income-producting
[CALENDAR GRAPHIC]      investment or from a USAA money market fund account.
                        Sign up for these services when opening an account or
                        call 1-800-531-8448 to add these services.

PHONE                o  If you have an existing USAA account and would like to
1-800-531-8448          open a new account or if you would like to exchange to
[TELEPHONE GRAPHIC]     another USAA fund, call for instructions. To open an 
                        account by phone, the new account must have the same
                        registration as your existing account.
    
                                       10
<PAGE>

Redemption of Shares

You may redeem Fund shares by any of the methods described below on any day the
NAV  per  share  is  calculated.  Redemptions  will  be  effective  on the  day
instructions  are  received  in  a  manner  as  described  below.  However,  if
instructions are received after the NAV per share  calculation  (generally 4:00
p.m. Eastern Time), redemption will be effective on the next business day.

Within seven days after the effective date of redemption, we will send you your
money.  Payment for redemption of shares  purchased by EFT or check will not be
disbursed  until the EFT or check has  cleared,  which could take up to 15 days
from the purchase  date.  If you are  considering  redeeming  shares soon after
purchase, you should purchase by bank wire or certified check to avoid delay.

In  addition,  the  Company may elect to suspend  the  redemption  of shares or
postpone the date of payment in limited circumstances.

HOW TO REDEEM
   
WRITTEN, FAX,        o  Send your written  instructions to: 
TELEGRAPH, OR                USAA Shareholder Account Services
TELEPHONE                    9800 Fredericksburg Road
[FAX MACHINE GRAPHIC]        San Antonio, TX 78288
    
                     o  Send a signed fax to 1-800-292-8177, or send a
                        telegraph to USAA Shareholder Account Services.

                     o  Call toll free 1-800-531-8448, in San Antonio, 
                        456-7202.

Telephone  redemption  is  automatically  established  when you  complete  your
application.  The Fund  will  employ  reasonable  procedures  to  confirm  that
instructions  communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account, we obtain the following information: (1)
USAA number or account number, (2) the name(s) on the account registration, and
(3)  social  security  number  or tax  identification  number  for the  account
registration.  In addition, we record all telephone communications with you and
send confirmations of account transactions to the address of record. Redemption
by  telephone,  fax, or telegraph is not available  for shares  represented  by
stock certificates.

                                       11
<PAGE>

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

Investor's Guide to USAA Mutual Fund Services

Upon your initial  investment with us, you will receive the INVESTOR'S GUIDE to
help you get the most out of your USAA mutual  fund  account and to help you in
your role as an investor.  In the INVESTOR'S  GUIDE,  you will find  additional
purchase  information  as well as more  information on redemption of shares and
methods  of  payment.  You will also find  in-depth  information  on  automatic
investment  plans,   shareholder  statements  and  reports,  and  other  useful
information.

Account Balance

Beginning in September  1998,  and occurring each  September  thereafter,  USAA
Shareholder  Account Services (SAS),  the Fund's transfer agent,  will assess a
small balance account fee of $12 to each shareholder account with a balance, at
the time of assessment, of less than $2,000. The fee will reduce total transfer
agency fees paid by the Fund to SAS. Accounts exempt from the fee include:  (1)
any  account  regularly  purchasing  additional  shares  each month  through an
automatic  investment  plan;  (2) any  account  registered  under  the  Uniform
Gifts/Transfers to Minors Act (UGMA/UTMA);  (3) all (non-IRA) money market fund
accounts;  (4) any account whose registered  owner has an aggregate  balance of
$50,000 or more  invested in USAA mutual  funds;  and (5) all IRA accounts (for
the first year the account is open).

Company Rights

The Company reserves the right to:

o    reject  purchase  or  exchange  orders  when in the best  interest  of the
     Company;

o    limit or  discontinue  the  offering  of  shares of any  portfolio  of the
     Company without notice to the shareholders;

o    impose a  redemption  charge of up to 1% of the net asset  value of shares
     redeemed  if  circumstances   indicate  a  charge  is  necessary  for  the
     protection of remaining investors (for example, if excessive market-timing
     share activity unfairly burdens long-term investors);  provided,  however,
     this 1% charge will not be imposed upon shareholders  unless authorized by
     the  Board  of  Directors  and the  required  notice  has  been  given  to
     shareholders;

                                       12
<PAGE>
        
o    require a signature  guarantee for purchases,  redemptions,  or changes in
     account  information in those  instances  where the  appropriateness  of a
     signature  authorization is in question.  The SAI contains  information on
     acceptable guarantors;

o    redeem an account with less than 10 shares, with certain limitations.

EXCHANGES

Exchange Privilege
   
The exchange privilege is automatic when you complete your application. You may
exchange  shares  among Funds in the USAA Family of Funds,  provided you do not
hold these shares in stock  certificate form and that the shares to be acquired
are  offered  in your  state of  residence.  The  Fund's  transfer  agent  will
simultaneously  process exchange  redemptions and purchases at the share prices
next  determined  after the exchange order is received.  For federal income tax
purposes,  an exchange  between Funds is a taxable event;  and as such, you may
realize a capital  gain or loss.  The Fund has  undertaken  certain  procedures
regarding telephone transactions as described on page 11.
    
Exchange Limitations, Excessive Trading

To  minimize  Fund costs and to protect the Funds and their  shareholders  from
unfair expense burdens,  the Funds restrict excessive  exchanges.  The limit on
exchanges  out of any Fund in the USAA Family of Funds for each  account is six
per calendar  year (except that there is no  limitation on exchanges out of the
Tax Exempt  Short-Term  Fund,  Short-Term Bond Fund, or any of the money market
funds in the USAA Family of Funds).

SHAREHOLDER INFORMATION

Share Price Calculation

The price at which shareholders purchase and redeem fund shares is equal to the
net asset  value  (NAV)  per  share  determined  on the  effective  date of the
purchase or redemption.

When

The  Fund's NAV per share is  calculated  at the close of the  regular  trading
session of the NYSE,  which is usually 4:00 p.m.  Eastern Time. You may buy and
sell Fund shares at the NAV per share without a sales charge.

                                       13
<PAGE>

How

The NAV per share is calculated by adding the value of all securities and other
assets in the Fund, deducting liabilities, and dividing by the number of shares
outstanding.

Dividends and Distributions

The Fund pays net investment  income  dividends  yearly.  Any net capital gains
distribution usually occurs within 45 days of the July 31 fiscal year end which
would  be  somewhere  around  the  middle  of  September.  The Fund  will  make
additional payments to shareholders,  if necessary,  to avoid the imposition of
any  federal  income or excise  tax.  

All   income  dividends  and   capital  gain  distributions  are  automatically
reinvested,  unless we receive different instructions from you. The share price
will be the NAV of the Fund  shares  computed  on  the  ex-dividend  date.  Any
income dividends  or  capital gain distributions  paid by the Fund will  reduce
the  NAV  per share  by  the  amount  of the  dividend  or  distribution. These 
dividends and distributions are subject to taxes.  

We will invest any  dividend  or  distribution  payment  returned to us in your
account at the  then-current NAV per share.  Dividend and  distribution  checks
become  void six months  from the date on the  check.  The amount of the voided
check will be invested in your account at the then-current NAV per share.

Federal Taxes

This tax  information  is quite  general and refers to the  federal  income tax
provisions in effect as of the date of this Prospectus.  We urge you to consult
your own tax adviser  about the status of  distributions  from the Fund in your
own state and locality.

FUND - The Fund  intends to qualify as a  regulated  investment  company  under
Subchapter M of the Internal  Revenue Code of 1986, as amended,  referred to as
the Code. In compliance  with the Code, the Fund will not be subject to federal
income tax on its net  investment  income and net capital gains  distributed to
shareholders. Net capital gains are those gains in excess of capital losses.

SHAREHOLDER - Dividends from taxable net investment income and distributions of
net short-term  capital gains are taxable to shareholders  as ordinary  income,
whether received in cash or reinvested in additional shares. A portion of these
dividends may qualify for the 70%  dividends  received  deduction  available to
corporations.

                                       14
<PAGE>

Regardless  of the length of time you have held the Fund shares,  distributions
of net long-term  capital gains are taxable as long-term  capital gains whether
received in cash or reinvested in additional shares.

Redemptions,  including  exchanges,  are  subject to income  tax,  based on the
difference  between the cost of shares when  purchased  and the price  received
upon redemption or exchange.

WITHHOLDING  - Federal law  requires the Fund to withhold and remit to the U.S.
Treasury a portion of the income dividends and capital gain  distributions  and
proceeds of redemptions paid to any non-corporate shareholder who:

o  fails to furnish the Fund with a correct tax identification number,
o  underreports dividend or interest income,
o  fails to certify that he is not subject to withholding.

To avoid this withholding requirement, you must certify on your application, or
on a separate  Form W-9 supplied by the Fund's  transfer  agent,  that your tax
identification  number is  correct  and that you are not  currently  subject to
backup withholding.

REPORTING - The Fund will report annually to you information concerning the tax
status of dividends and distributions for federal income tax purposes.

DESCRIPTION OF SHARES

The Fund is a series of USAA Mutual Fund,  Inc.  (Company) and is  diversified.
The Company is an open-end management investment company incorporated under the
laws of the State of  Maryland.  The Company is  authorized  to issue shares of
common  stock of separate  series,  each of which is commonly  referred to as a
mutual fund. There are ten mutual funds in the Company, including the Fund.

The Company does not hold annual or regular  meetings of shareholders and holds
special  meetings only as required by the  Investment  Company Act of 1940. The
Directors  may fill  vacancies  on the Board or appoint  new  Directors  if the
result is that at least  two-thirds of the Directors have still been elected by
shareholders.  Shareholders have one vote per share (with proportionate  voting
for  fractional  shares)  regardless  of the  relative  net asset  value of the
shares. If a matter affects an individual fund in the Company,  there will be a
separate  vote  of  the  shareholders  of  that  specific  fund.   Shareholders
collectively  holding at least 10% of the outstanding shares of the Company may
request a  shareholder  meeting at any time for the purpose of voting to remove
one or more of the Directors.  The Company will assist  communicating  to other
shareholders about the meeting.

                                      15
<PAGE>

                                   APPENDIX A

THE  FOLLOWING ARE  DESCRIPTIONS  OF CERTAIN TYPES OF SECURITIES IN WHICH WE MAY
INVEST THE FUND'S  ASSETS: 

CONVERTIBLE  SECURITIES 
We may invest in convertible  securities which are bonds, preferred stocks, and
other  securities that pay interest or dividends and offer the buyer the option
of  converting  the  security  into  common  stock.  The  value of  convertible
securities depends partially on interest rate changes and the credit quality of
the issuer. Because a convertible security affords an investor the opportunity,
through its conversion feature,  to participate in the capital  appreciation of
the  underlying  common stock,  the value of  convertible  securities  may also
change based on the price of the common stock.

MONEY MARKET INSTRUMENTS
We may hold a  certain  portion  of the  Fund's  assets in  high-quality,  U.S.
dollar-denominated  debt securities that have remaining  maturities of one year
or less. Such securities may include U.S.  Government  obligations,  commercial
paper  and  other  short-term  corporate  obligations,   repurchase  agreements
collateralized  with U.S. Government  securities,  and certificates of deposit,
bankers'   acceptances,   bank  deposits,   and  other  financial   institution
obligations. These securities may carry fixed or variable interest rates.

ILLIQUID SECURITIES 
We may not invest more than 15% of the market value of the Fund's net assets in
securities  which are illiquid.  Illiquid  securities are those securities that
cannot be disposed of in the ordinary  course of business in seven days or less
at approximately the value at which the Fund has valued the securities.

FORWARD CURRENCY CONTRACTS 
We may hold  securities  denominated in foreign  currencies.  As a result,  the
value of the  securities  will be  affected  by  changes in the  exchange  rate
between the dollar and foreign  currencies.  In managing currency exposure,  we
may enter into forward currency contracts. A forward currency contract involves
an  agreement  to purchase or sell a specified  currency at a specified  future
date  or  over a  specified  time  period  at a  price  set at the  time of the
contract.

                                      16
<PAGE>

USAA FAMILY OF NO-LOAD MUTUAL FUNDS

The USAA Family of No-Load Mutual Funds  includes a variety of Funds,  each with
different objectives and policies.  In combination,  these Funds are designed to
provide you with the opportunity to formulate your own investment  program.  You
may  exchange  any  shares you hold in any one USAA Fund for shares in any other
USAA Fund. For more complete information about other Funds in the USAA Family of
Funds,  including  charges  and  expenses,  call  us for a  Prospectus.  Read it
carefully before you invest or send money.

         FUND
       TYPE/NAME             VOLATILITY 
======================================================
CAPITAL APPRECIATION 
- ------------------------------------------------------
Aggressive Growth               Very high 
Emerging Markets (5)            Very high 
First Start Growth              Moderate to high 
Gold (5)                        Very high 
Growth                          Moderate to high 
Growth & Income                 Moderate
International (5)               Moderate to high 
S&P 500 Index (1)               Moderate  
Science & Technology            Very high  
World Growth (5)                Moderate to high
- ------------------------------------------------------
ASSET ALLOCATION
- ------------------------------------------------------
Balanced Strategy               Moderate  
Cornerstone  Strategy (5)       Moderate  
Growth and Tax Strategy (2)     Moderate 
Growth Strategy (5)             Moderate to high 
Income Strategy                 Low to moderate 
- ------------------------------------------------------
INCOME -- TAXABLE
- ------------------------------------------------------
GNMA                            Low to moderate 
Income                          Moderate 
Income Stock                    Moderate 
Short-Term Bond                 Low 
- ------------------------------------------------------
INCOME -- TAX EXEMPT
- ------------------------------------------------------
Long-Term (2)                   Moderate  
Intermediate-Term (2)           Low to moderate  
Short-Term (2)                  Low 
State Bond/Income (2,3)         Moderate  
- ------------------------------------------------------
MONEY MARKET
- ------------------------------------------------------
Money Market (4)                Very low Tax Exempt 
Money Market (2,4)              Very low 
Treasury Money Market Trust (4) Very low
State Money Market (2,3,4)      Very low
======================================================

1 S&P(R)  IS A  TRADEMARK  OF THE  MCGRAW-HILL  COMPANIES,  INC.,  AND HAS BEEN
  LICENSED FOR USE. THE PRODUCT IS NOT SPONSORED,  SOLD OR PROMOTED BY STANDARD
  &  POOR'S,  AND  STANDARD  & POOR'S  MAKES NO  REPRESENTATION  REGARDING  THE
  ADVISABILITY OF INVESTING IN THE PRODUCT.

2 SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.

3 CALIFORNIA,  FLORIDA, NEW YORK, TEXAS, AND VIRGINIA FUNDS ARE OFFERED ONLY TO
  RESIDENTS OF THOSE STATES.

4 AN INVESTMENT IN A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY THE
  U.S.  GOVERNMENT AND THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL BE ABLE
  TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.

5 FOREIGN   INVESTING  IS  SUBJECT  TO  ADDITIONAL   RISKS,  SUCH  AS  CURRENCY
  FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY.

                                       17
<PAGE>

If you would like more information about the Fund, you may call  1-800-531-8181
to request a free copy of the most recent  financial  report  and/or the Fund's
Statement of Additional Information  (SAI),  dated August 1, 1997.  The SAI has
been filed with the SEC and is  incorporated  by reference into this Prospectus
(meaning it is legally a part of the Prospectus).



                 INVESTMENT ADVISER, UNDERWRITER AND DISTRIBUTOR
                       USAA Investment Management Company
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288

                 ---------------------------------------------

             TRANSFER AGENT                           CUSTODIAN
    USAA Shareholder Account Services    State Street Bank and Trust Company
      9800 Fredericksburg Road                      P.O. Box 1713
      San Antonio, Texas 78288              Boston, Massachusetts 02105

                 ---------------------------------------------

                              TELEPHONE ASSISTANCE
                          Call toll free - Central Time
                     Monday - Friday 8:00 a.m. to 8:00 p.m.
                        Saturdays 8:30 a.m. to 5:00 p.m.

                 ---------------------------------------------

                   FOR ADDITIONAL INFORMATION ON MUTUAL FUNDS
                    1-800-531-8181, (in San Antonio) 456-7211
                 For account servicing, exchanges or redemptions
                    1-800-531-8448, (in San Antonio) 456-7202

                 ---------------------------------------------

                        RECORDED MUTUAL FUND PRICE QUOTES
                        24-Hour Service (from any phone)
                    1-800-531-8066, (in San Antonio) 498-8066

                 ---------------------------------------------

                          MUTUAL FUND TOUCHLINE(R)
                        (from Touchtone phones only)
               For account balance, last transaction or fund prices
                    1-800-531-8777, (in San Antonio) 498-8777

                                       18
<PAGE>
   
                                      NOTES


<PAGE>
                                      NOTES
    


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission