USAA
EAGLE USAA MUTUAL FUND, INC.
LOGO S&P 500 INDEX FUND
SUPPLEMENT DATED OCTOBER 22, 1999
(REPLACING SUPPLEMENT DATED JULY 21, 1999)
TO THE PROSPECTUS
DATED MAY 1, 1999
The following supplements the "Bankers Trust Company" section under "Fund and
Portfolio Management" on page 11 of the Fund's Prospectus:
On June 4, 1999, Bankers Trust Corporation merged with a subsidiary of Deutsche
Bank A.G. ("Deutsche Bank"). Deutsche Bank is a major global banking
institution that is engaged in a wide range of financial services, including
investment management, mutual funds, retail and commercial banking, investment
banking, and insurance. A Special Meeting of Shareholders ("Special Meeting")
was held for this purpose.
Shareholders voted at the Special Meeting to approve a new investment advisory
agreement (the "Advisory Agreement") with Bankers Trust Company ("Bankers
Trust"). Approval of the Advisory Agreement was sought because Deutsche Bank
became Bankers Trust's parent company and, therefore, controls its operations
as investment adviser. Under the new investment advisory agreement, the
compensation paid and the services provided are the same as those under the
previous Advisory Agreement with Bankers Trust.
The "Portfolio Manager" section on page 12 is hereby omitted.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
35104-1099
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USAA USAA MUTUAL FUND, INC.
EAGLE S&P 500 INDEX FUND
LOGO SUPPLEMENT DATED OCTOBER 22, 1999
TO THE STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 1999
THE FOLLOWING REPLACES THE APPLICABLE SECTIONS RELATING TO THE TRUSTEES AND
OFFICERS OF BANKERS TRUST IN THE FUND'S STATEMENT OF ADDITIONAL INFORMATION:
TRUSTEES OF THE TRUST AND PORTFOLIO
CHARLES P. BIGGAR (birth date: October 13, 1930) -- Trustee of the Trust;
Trustee of each of the other investment companies in the BT Fund Complex (1);
Retired; former Vice President, International Business Machines ("IBM") and
President, National Services and the Field Engineering Divisions of IBM. His
address is 12 Hitching Post Lane, Chappaqua, New York 10514.
S. LELAND DILL (birth date: March 28, 1930) -- Trustee of the Trust; Trustee of
each of the other investment companies in the BT Fund Complex; Retired;
Director, Coutts (U.S.A.) International; Trustee, Phoenix-Zweig Trust (2) and
Phoenix-Euclid Market Neutral Fund2; former Partner, KPMG Peat Marwick;
Director, Vintners International Company Inc.; Director, Coutts Trust Holdings
Ltd., Director, Coutts Group; General Partner, Pemco2. His address is 5070
North Ocean Drive, Singer Island, Florida 33404.
MARTIN J. GRUBER (birth date: July 15, 1937) -- Trustee of the Trust; Trustee
of each of the other investment companies in the BT Fund Complex; Nomura
Professor of Finance, Leonard N. Stern School of Business, New York University
(since 1964); Trustee, TIAA2; Trustee, SG Cowen Mutual Funds (2); Trustee,
Japan Equity Fund2; Trustee, Taiwan Equity Fund2. His address is 229 South
Irving Street, Ridgewood, New Jersey 07450.
RICHARD HALE* (birth date: July 17, 1945) -- Trustee of the Trust; Trustee of
each of the other investment companies in the BT Fund Complex; Managing
Director, Deutsche Asset Management; Director, Flag Investors Funds (2);
Managing Director, Deutsche Banc Alex. Brown Incorporated; Director and
President, Investment Company Capital Corp. His address is 205 Woodbrook Lane,
Baltimore, Maryland 21212.
RICHARD J. HERRING (birth date: February 18, 1946) -- Trustee of the Trust;
Trustee of each of the other investment companies in the BT Fund Complex; Jacob
Safra Professor of International Banking, Professor of Finance and Vice Dean,
The Wharton School, University of Pennsylvania (since 1972). His address is 325
South Roberts Road, Bryn Mawr, Pennsylvania 19010.
BRUCE E. LANGTON (birth date: May 10, 1931) -- Trustee of the Trust; Trustee of
each of the other investment companies in the BT Fund Complex; Retired;
Trustee, Allmerica Financial Mutual Funds (1992-present); Member, Pension and
Thrift Plans and Investment Committee, Unilever U.S. Corporation (1989 to
present) (3) ; Director, TWA Pilots Directed Account Plan and 401(k) Plan (1988
to present) (2). His address is 99 Jordan Lane, Stamford, Connecticut 06903.
PHILIP SAUNDERS, JR. (birth date: October 11, 1935) -- Trustee of the Trust;
Trustee of each of the other investment companies in the BT Fund Complex;
Principal, Philip Saunders Associates (Economic and Financial Analysis); former
Director, Financial Industry Consulting, Wolf & Company; President, John
Hancock Home Mortgage Corporation; Senior Vice President of Treasury and
Financial Services, John Hancock Mutual Life Insurance Company, Inc. His
address is 445 Glen Road, Weston, Massachusetts 02193.
HARRY VAN BENSCHOTEN (birth date: February 18, 1928) -- Trustee of the Trust;
Trustee of each of the other investment companies in the BT Fund Complex;
Retired; Director, Canada Life Insurance Corporation of New York. His address
is 6581 Ridgewood Drive, Naples, Florida 34108.
* "Interested Person" within the meaning of Section 2(a)(19) of the Act. Mr.
Hale is a Managing Director of Deutsche Asset Management, the U.S. asset
management unit of Deutsche Bank and its affiliates.
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The Board has an Audit Committee that meets with the Trust's independent
accountants to review the financial statements of the Trust, the adequacy of
internal controls and the accounting procedures and policies of the Trust. Each
member of the Board except Mr. Hale also is a member of the Audit Committee.
OFFICERS OF THE TRUST AND THE PORTFOLIO
DANIEL O. HIRSCH (birth date: March 27, 1954) -- Secretary of the Trust;
Director, Deutsche Banc Alex. Brown Incorporated and Investment Company Capital
Corp. since July 1998; Assistant General Counsel, Office of the General
Counsel, United States Securities and Exchange Commission from 1993 to 1998.
His address is One South Street, Baltimore, Maryland 21202.
JOHN A. KEFFER (birth date: July 14, 1942) -- President and Chief Executive
Officer of the Trust; President, Forum Financial Group L.L.C. and its
affiliates; President, ICC Distributors, Inc. (4) His address is ICC
Distributors, Inc., Two Portland Square, Portland, Maine 04101.
CHARLES A. RIZZO (birth date: August 5, 1958) Treasurer of the Trust; Vice
President and Department Head, Deutsche Asset Management since 1998; Senior
Manager, PricewaterhouseCoopers LLP from 1993 to 1998. His address is One South
Street, Baltimore, Maryland 21202.
Messrs. Hirsch, Keffer and Rizzo also hold similar positions for other
investment companies for which ICC Distributors, or an affiliate serves as the
principal underwriter.
No person who is an officer or director of Bankers Trust Company is an officer
or Trustee of the Trust. No director, officer or employee of ICC Distributors,
Inc. or any of its affiliates will receive any compensation from the Trust for
serving as an officer or Trustee of the Trust.
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1 The "BT Fund Complex" consists of BT Investment Funds, BT Institutional
Funds, BT Pyramid Mutual Funds, BT Advisor Funds, Cash Management
Portfolio, Intermediate Tax Free Portfolio, Tax Free Money Portfolio, NY
Tax Free Money Portfolio, Treasury Money Portfolio, International Equity
Portfolio, Equity 500 Index Portfolio, Capital Appreciation Portfolio,
Asset Management Portfolio and BT Investment Portfolios.
2 An investment company registered under the Investment Company Act of 1940,
as amended (the "Act").
3 A publicly held company with securities registered pursuant to Section 12
of the Securities Exchange Act of 1934, as amended.
4 Underwriter/distributor for the Trust. Mr. Keffer owns 100% of the shares
of ICC Distributors, Inc.
THE FOLLOWING SUPPLEMENTS THE APPLICABLE SECTIONS RELATING TO THE INVESTMENT
ADVISER:
On June 4, 1999, Bankers Trust Corporation merged with a subsidiary of Deutsche
Bank A.G. ("Deutsche Bank"). Deutsche Bank is a major global banking
institution that is engaged in a wide range of financial services, including
investment management, mutual funds, retail and commercial banking, investment
banking, and insurance. A Special Meeting of Shareholders ("Special Meeting")
was held for this purpose.
Shareholders voted at the Special Meeting to approve a new investment advisory
agreement (the "Advisory Agreement") with Bankers Trust. Approval of the
Advisory Agreement was sought because Deutsche Bank became Bankers Trust's
parent company and, therefore, controls its operations as investment adviser.
Under the new investment advisory agreement, the compensation paid and the
services provided are the same as those under the previous Advisory Agreement
with Bankers Trust.
ABOUT BANKERS TRUST. Bankers Trust is the principal banking subsidiary of
Bankers Trust Corporation. Bankers Trust Corporation is a wholly owned
subsidiary of Deutsche Bank. Deutsche Bank is a banking company with limited
liability organized under the laws of the Federal Republic of Germany. Deutsche
Bank is the parent company of a group consisting of banks, capital markets
companies, fund management companies, mortgage banks, a property finance
company, installment financing and leasing companies, insurance companies,
research and consultancy companies, and other domestic and foreign companies.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
35015-1099
