SM&R CAPITAL FUNDS INC
497, 1995-12-29
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<PAGE>
                     GOVERNMENT INCOME FUND SERIES
[AMERICAN NATIONAL]
                     PRIMARY FUND SERIES
                     TAX FREE FUND SERIES

    [SM&R CAPITAL FUNDS]
          P R O S P E C T U S

                       SM&R  CAPITAL FUNDS, INC. -  One Moody Plaza - Galveston,
                       Texas 77550
                       Telephone Number: (409) 763-8272   -   Toll Free: 1 (800)
                       231-4639
                       December 29, 1995

<TABLE>
            <S>                           <C>                           <C>
            DIRECTORS                                                                                           OFFICERS
            Samuel K. Finegan             Michael W. McCroskey                   Michael W. McCroskey, President and CEO
            Brent E. Masel, M.D.          Andrew J. Mytelka             Brenda T. Koelemay, Vice President and Treasurer
            Allan W. Matthews             Edwin K. Nolan                                Emerson V. Unger, Vice President
            Lea McLeod Matthews           Louis E. Pauls, Jr.            Teresa E. Axelson, Vice President and Secretary
            Shannon L. Moody
</TABLE>

INVESTMENT ADVISOR AND MANAGER                  UNDERWRITER AND REDEMPTION AGENT
Securities Management and Research, Inc.     Securities Management and Research,
                                                                            Inc.
One Moody Plaza                                                  One Moody Plaza
Galveston, Texas 77550                                    Galveston, Texas 77550

CUSTODIAN                    TRANSFER AGENT, REGISTRAR AND DIVIDEND PAYING AGENT
Securities Management and Research, Inc.     Securities Management and Research,
                                                                            Inc.
One Moody Plaza                                                  One Moody Plaza
Galveston, Texas 77550                                    Galveston, Texas 77550

LEGAL COUNSEL                                               INDEPENDENT AUDITORS
Greer, Herz & Adams, L.L.P.                                KPMG Peat Marwick LLP
One Moody Plaza                                                    700 Louisiana
Galveston, Texas 77550                                      Houston, Texas 77002
- --------------------------------------------------------------------------------

PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. SHARES OF THE FUND
ARE NOT  DEPOSITS OR  OBLIGATIONS OF,  OR GUARANTEED  OR ENDORSED  BY ANY  BANK.
FURTHER,  SHARES OF THE FUND ARE NOT FEDERALLY INSURED OR GUARANTEED BY THE U.S.
GOVERNMENT, THE  FEDERAL  DEPOSIT  INSURANCE  CORPORATION  (FDIC),  THE  FEDERAL
RESERVE  BOARD OR ANY OTHER AGENCY. SHARES OF THE FUND INVOLVE INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

  LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR  DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS  THE SECURITIES AND  EXCHANGE COMMISSION OR  ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY  OF THIS PROSPECTUS. ANY REPRESENTATION  TO
THE CONTRARY IS A CRIMINAL OFFENSE.

  Information  contained  in  this  Prospectus should  be  read  carefully  by a
prospective investor before an investment is made. Additional information  about
the  Fund  has been  filed  with the  Securities  and Exchange  Commission  in a
Statement of Additional Information dated December 29, 1995 which information is
incorporated herein by reference  and is available  without charge upon  written
request  to Securities Management and Research,  Inc. ("SM&R"), One Moody Plaza,
14th Floor, Galveston, Texas  77550, or by phoning  Toll Free 1-800-231-4639  or
1-409-763-8272.

  This  Prospectus contains information about the  SM&R Capital Funds, Inc. (the
"Fund") a  diversified, open-end  management  investment company  consisting  of
three  separate series ("Series") each of which has its own investment objective
designed to meet  different investment  goals. These  investment objectives  and
suitability  are further described under "The  Fund at a Glance" and "Investment
Objectives and Policies".  For investment  purposes, each Series  is a  separate
fund and a separate series of capital securities is issued for each Series.

                                       1
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
THE FUND AT A GLANCE......................................................    2
TABLE OF FEES AND EXPENSES................................................    4
FINANCIAL HIGHLIGHTS......................................................    5
PERFORMANCE...............................................................    8
INVESTMENT OBJECTIVES AND POLICIES........................................    8
  Government Income Series................................................    8
  Primary Series..........................................................   10
  Tax Free Series.........................................................   11
ADDITIONAL INVESTMENT POLICIES AND TECHNIQUES.............................   13
THE FUND AND ITS MANAGEMENT...............................................   14
PURCHASE OF SHARES........................................................   16
WHEN ARE PURCHASES EFFECTIVE?.............................................   16
APPLICATIONS
DETERMINATION OF OFFERING PRICE...........................................   17
SPECIAL PURCHASE PLANS....................................................   19
RETIREMENT PLANS..........................................................   21
DIVIDENDS AND DISTRIBUTIONS...............................................   21
TAXES.....................................................................   21
HOW TO REDEEM.............................................................   23
OTHER INFORMATION CONCERNING THE FUND.....................................   25
APPENDIX..................................................................   27
</TABLE>

THE FUND AT A GLANCE

  SM&R  Capital  Funds, Inc.  (the "Fund")  was incorporated  under the  laws of
Maryland on November  6, 1991.  The Fund offers  three separate  Series each  of
which  pursues  unique  investment  objectives.  The  investment  objectives and
investor suitability profile of each Series are as follows:

AMERICAN NATIONAL GOVERNMENT INCOME FUND SERIES ("GOVERNMENT INCOME SERIES")

OBJECTIVE:  To provide a high level  of current income, liquidity and safety  of
principal  consistent  with prudent  investment  risks through  investment  in a
portfolio consisting primarily of  securities issued or  guaranteed by the  U.S.
Government, its agencies or instrumentalities.

INVESTOR  SUITABILITY PROFILE:  The Government Income Series is for the investor
desiring the security of  investing primarily in the  strength and stability  of
the  U.S. Government, its  agencies or instrumentalities in  order to meet their
current needs. However, an investor should keep in mind the Series may invest in
other instruments in order to meet it's objectives.

AMERICAN NATIONAL PRIMARY FUND SERIES ("PRIMARY SERIES")

OBJECTIVE:  To seek maximum current income consistent with capital  preservation
and liquidity through investment primarily in commercial paper.

INVESTOR  SUITABILITY  PROFILE:  The  Primary Series  is  for  the  fixed income
investor who desires minimal investment risk  yet is looking to move  cautiously
into the investment arena.

AMERICAN NATIONAL TAX FREE FUND SERIES ("TAX FREE SERIES")

OBJECTIVE:   To provide as  high a level of  interest income largely exempt from
federal income  taxes as  is  consistent with  preservation of  capital  through
investment  of at least  80% of its  net assets in  tax-exempt securities during
normal market conditions.

INVESTOR SUITABILITY PROFILE:  The Tax Free Series is for the investor  desiring
income exempt from federal income tax and, under certain conditions, exempt from
state  and local taxes based  on his tax bracket. An  investor must keep in mind
that income may be  subject to the Alternative  Minimum Tax (AMT) under  certain
conditions.

                                       2
<PAGE>
  Each Series is, for investment purposes, in effect a separate investment fund,
and a separate class of capital stock is issued for each. In other respects, the
Fund  is treated as one entity. Each  share of capital stock issued with respect
to a Series represents a pro-rata interest in the assets of that Series and  has
no  interest  in the  assets  of any  other Series.  Each  Series bears  its own
liabilities. An investor  should keep in  mind that investments  in the  Primary
Series are not insured or guaranteed by the U.S. Government.

PORTFOLIO  TURNOVER RATES:  Turnover rates since inception of each Series can be
found on pages  5, 6 and  7. Each of  the Series do  not expect their  portfolio
turnover  rates to exceed eighty percent  (80%). An explanation of turnover rate
calculations and  brokerage  fees  can  be found  in  the  Fund's  Statement  of
Additional Information.

MANAGEMENT:    Securities  Management  and  Research,  Inc.  ("SM&R")  makes the
investment choices for the Fund. SM&R  has served as adviser and distributor  to
mutual  funds since 1966.  Refer to THE  FUND AND ITS  MANAGEMENT for additional
information.

PORTFOLIO MANAGEMENT  PERSONAL INVESTING:   The  Fund's Board  of Directors  has
approved  a Code  of Ethics which  prescribes policies relative  to the personal
investment practices of its portfolio  management. These policies are stated  in
the Fund's Statement of Additional Information.

PURCHASING  SHARES:   Shares of  the Government Income  Series and  the Tax Free
Series are offered at their  respective net asset value  plus a sales charge  of
4.5%  of the public offering price which  is reduced on purchases of $100,000 or
more. Shares  of  the  Primary  Series  are offered  at  net  asset  value.  The
Government  Income Series  and Tax  Free Series  minimum initial  and subsequent
investments are $100 and $20, respectively. The Primary Series' minimum  initial
and  subsequent  investments are  $1,000  and $100,  respectively.  See "SPECIAL
PURCHASE PLANS" and "PURCHASE OF SHARES".

REDEMPTIONS:  Information  on redeeming shares  can be found  under the  heading
"HOW TO REDEEM".

The  Fund does not do business in or with any person or group of persons located
in South Africa as  of the date  of this Prospectus.  Investors may contact  the
California  Secretary of State  by writing to the  following address for current
information regarding the business activity  of corporations with South  Africa.
The  address  and  phone number  is:  South Africa  Business  Notice, California
Secretary of State,  1230 J Street,  Room 100, Sacramento,  California 93814  or
call (916) 327-6427.

                                       3
<PAGE>
TABLE OF FEES AND EXPENSES
- --------------------------------------------------------------------------------

The purpose of the following table is to assist an investor in understanding the
various  costs and expenses  that an investor will  bear directly or indirectly.
The fees and expenses are based on the average net assets of each Series of  the
Fund  for the fiscal year  ended August 31, 1995.  Total operating expenses have
been adjusted to reflect current expense reimbursement levels. If there were  no
fee  waivers or expense reimbursements, management  fees, service fees and other
expenses, respectively, would have been .50%, .25%, and .31% with respect to the
Government Income  Series, .50%,  .25%, and  .46% with  respect to  the  Primary
Series,  and .50%, .25%,  and .50% with respect  to the Tax  Free Series for the
periods ended August 31, 1995.

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
                                                          Government       Primary     Tax Free
                                                         Income Series     Series       Series
<S>                                                     <C>              <C>          <C>
  Maximum Sales Load Imposed on Purchases
   (as a percentage of offering price)                         4.50%           None        4.50%
  Maximum Sales Load Imposed on Reinvested
   Dividends (as a percentage of offering price)                None           None         None
  Deferred Sales Load                                           None           None         None
  Redemption Fees*                                              None           None         None
  Exchange Fees                                                 None           None         None
</TABLE>

ANNUAL FUND OPERATING EXPENSES
(As a Percentage of Average Net Assets)

<TABLE>
<CAPTION>
                                                 Government     Primary   Tax Free
                                                Income Series   Series     Series
    <S>                                         <C>             <C>       <C>
      Management Fee, After Expense
       Reimbursement                                0.44%**      0.13%**    0.00%**
      Service Fee                                   0.25%        0.25%      0.00%**
      Other Expenses After Expense
       Reimbursement                                0.31%        0.46%      0.00%**
      Total Fund Operating Expense After
       Expense Reimbursement                        1.00%**      0.84%**    0.00%**
</TABLE>

  *An $8.00 transaction fee is charged for each expedited wire redemption.
  **After fee waivers or expense reimbursements.

Investors should be aware that this table  is not intended to reflect in  detail
the fees and expenses associated with an individual shareholder's own investment
in any of the series listed. It is being provided to assist investors in gaining
a  more complete understanding of fees, charges and expenses which are discussed
in greater detail in the appropriate sections of the Prospectus.

EXAMPLE OF EXPENSES

  The following example  illustrates the  expenses an  investor would  pay on  a
$1,000  investment in  each series  over various  time periods,  assuming (1) 5%
annual return and (2) redemption at the  end of each period. Because the  Series
have  no  redemption fee  you would  pay the  same expenses  whether or  not you
redeemed your investment at the end of each period. An investor should not  view
this  example as a representation of past or future expenses and actual expenses
may be more or less than those shown.

<TABLE>
<CAPTION>
                              1 Year       3 Years       5 Years       10 Years
    <S>                       <C>          <C>           <C>           <C>
    Government Income
    Series                      $55          $75           $98           $162
    Primary Series                8           25            44             98
    Tax Free Series              45           45            45             45
</TABLE>

                                       4
<PAGE>
                              FINANCIAL HIGHLIGHTS
                (for a share outstanding throughout each period)

GOVERNMENT INCOME SERIES

  The table that follows has been audited by KPMG Peat Marwick LLP,  independent
auditors,   whose  unqualified  report  thereon  appears  in  the  Statement  of
Additional Information. This information should be read in conjunction with  the
related  financial statements  and notes  thereto included  in the  Statement of
Additional Information.

<TABLE>
<CAPTION>
                                                             March 16, 1992
                                                                  (date
                                                               operations
                                                             commenced) thru
                                    Year Ended August 31        August 31
                                 --------------------------  ---------------
                                  1995      1994      1993        1992
                                 ------    ------    ------  ---------------
    <S>                          <C>       <C>       <C>     <C>
    Net Asset Value,
     Beginning of Period         $10.07    $10.87    $10.56       $10.00
    Investment income from
     investment operations
        Net investment income      0.70      0.54      0.50         0.25
        Net realized and
         unrealized gain
         (loss) on
         investments during
         the period                0.44     (0.79)     0.49         0.55
                                 ------    ------    ------      -------
          TOTAL FROM
           INVESTMENT
           OPERATIONS              1.14     (0.25)     0.99         0.80
                                 ------    ------    ------      -------
    Less Distributions
        Distributions from
         net investment
         income                   (0.70)    (0.55)    (0.50)       (0.24)
        Distributions from
         capital gains             0.00      0.00     (0.18)        0.00
                                 ------    ------    ------      -------
          TOTAL DISTRIBUTIONS     (0.70)    (0.55)    (0.68)       (0.24)
                                 ------    ------    ------      -------
    Net Asset Value End of
     period                      $10.51    $10.07    $10.87       $10.56
                                 ------    ------    ------      -------
                                 ------    ------    ------      -------
          TOTAL RETURN            11.85%    (2.41)%   10.23%        7.96%**
                                 ------    ------    ------      -------
                                 ------    ------    ------      -------
</TABLE>

                            RATIOS/SUPPLEMENTAL DATA

<TABLE>
    <S>                                <C>         <C>         <C>         <C>
    Net Assets, End of Period
     (000's omitted)                   $20,466     $19,790     $19,783         $12,529
    Ratio of Expenses to average
     net assets                           0.70%(1)    1.12%       1.07%           1.00%*
    Ratio of Net investment income
     to average net assets                6.90%       5.11%       5.07%           4.82%*
    Portfolio turnover rate               2.20%      45.48%      18.14%          49.70%
</TABLE>

*Ratios annualized
**Amounts are not annualized.

    (1) Expenses for the calculation are net of a reimbursement from  Securities
Management  and Research, Inc. Without this reimbursement, the ratio of expenses
to average net assets would have been 1.06% for the year ended August 31, 1995.

                                       5
<PAGE>
                              FINANCIAL HIGHLIGHTS
                (for a share outstanding throughout each period)

PRIMARY SERIES

  The table  below  has been  audited  by  KPMG Peat  Marwick  LLP,  independent
auditors,   whose  unqualified  report  thereon  appears  in  the  Statement  of
Additional Information. This information should be read in conjunction with  the
related  financial statements  and notes  thereto included  in the  Statement of
Additional Information.

<TABLE>
<CAPTION>
                                                             March 16, 1992
                                                                  (date
                                                               operations
                                                             commenced) thru
                                 Year Ended August 31,          August 31
                               --------------------------    ---------------
                                1995      1994      1993          1992
                               ------    ------    ------    ---------------
    <S>                        <C>       <C>       <C>       <C>
    Net Asset Value,
     Beginning of Period       $ 1.00    $ 1.00    $ 1.00         $ 1.00
    Investment income from
     investment operations
        Net investment
         income                  0.05      0.03      0.02          0.015
                               ------    ------    ------        -------
          TOTAL FROM
           INVESTMENT
           OPERATIONS            0.05      0.03      0.02          0.015
                               ------    ------    ------        -------
    Less Distributions
      Dividends from net
       investment income        (0.05)    (0.03)    (0.02)        (0.015)
                               ------    ------    ------        -------
    Net Asset Value End of
     period                    $ 1.00    $ 1.00    $ 1.00         $ 1.00
                               ------    ------    ------        -------
                               ------    ------    ------        -------
          TOTAL RETURN           5.01%     2.91%     2.59%          1.50%**
                               ------    ------    ------        -------
                               ------    ------    ------        -------
</TABLE>

<TABLE>
    <S>                     <C>        <C>        <C>        <C>
                            RATIOS/SUPPLEMENTAL DATA

    Net Assets, End of
     Period (000's
     omitted)               $20,984    $15,208    $15,539        $12,432
    Ratio of Expenses to
     average net
     assets(1)                 0.84%      0.79%      0.85%          0.70%*
    Ratio of Net
     investment income
     to average net
     assets                    4.91%      2.88%      2.47%          2.99%*
    Portfolio turnover
     rate(2)                   0.00%      0.00%      0.00%          0.00%
</TABLE>

* Ratios annualized
** Amounts are not annualized

    (1) Expenses for the calculation are net of a reimbursement from  Securities
Management  and Research, Inc. Without this  reimbursement the ratio of expenses
to average net assets would have been 1.21%, 1.20%, 1.23% and 1.04% (annualized)
for the years ended August 31, 1995, 1994, 1993 and the period ended August  31,
1992, respectively.

    (2)  The  Primary  Series  experienced  no  portfolio  turnover  because the
majority of securities held  during such periods had  maturities of one year  or
less at the time of acquisition.

                                       6
<PAGE>
                              FINANCIAL HIGHLIGHTS
                (for a share outstanding throughout each period)

TAX FREE SERIES

  The  table  below  has been  audited  by  KPMG Peat  Marwick  LLP, independent
auditors,  whose  unqualified  report  thereon  appears  in  the  Statement   of
Additional  Information. This information should be read in conjunction with the
related financial  statements and  notes thereto  included in  the Statement  of
Additional Information.

<TABLE>
<CAPTION>
                                                                         September 9, 1993
                                                                         (date operations
                                                          Year Ended      commenced) thru
                                                          August 31          August 31
                                                          ----------     -----------------
                                                             1995              1994
                                                          ----------     -----------------
<S>                                                       <C>            <C>
Net Asset Value, Beginning of Period                        $ 9.62             $10.00
Investment income from investment operations
  Net investment income                                       0.51               0.24
                                                          ----------          -------
  Net realized and unrealized gain (loss) on investments
   during the period                                          0.33              (0.38)
                                                          ----------          -------
      TOTAL FROM INVESTMENT OPERATIONS                        0.84              (0.14)
                                                          ----------          -------
Less Distributions
  Dividends from net investment income                       (0.51)             (0.24)
                                                          ----------          -------
Net Asset Value End of Period                               $ 9.95             $ 9.62
                                                          ----------          -------
                                                          ----------          -------
      TOTAL RETURN                                            9.15%             (1.49%)*
                                                          ----------          -------
                                                          ----------          -------

                                 RATIOS/SUPPLEMENTAL DATA

Net Assets, End of Period (000's omitted)                   $8,399             $7,259
Ratio of Expenses to average net assets                      --   (1)            1.11%*
Ratio of Net investment income to average net assets          5.43%              2.50%*
Portfolio turnover rate                                      12.63%             16.49%
</TABLE>

* Ratios annualized

    (1)  Expenses for the calculation are net of a reimbursement from Securities
Management and Research, Inc. Without this reimbursement, the ratio of  expenses
to average net assets would have been 1.25% for the year ended August 31, 1995.

                                       7
<PAGE>
PERFORMANCE

  Each  Series' performance may  be quoted in  advertising in terms  of yield or
total return. All advertisements will disclose the maximum sales charge to which
investments in  shares  of  each  Series  may  be  subject.  If  any  advertised
performance  data  does not  reflect  the maximum  sales  charge (if  any), such
advertisement will  disclose that  the sales  charge has  not been  deducted  in
computing the performance data, and that, if reflected, the maximum sales charge
would reduce the performance quoted. See the Statement of Additional Information
for further details concerning performance comparisons used in advertisements by
each Series. Further information regarding each Series' performance is contained
in  the Fund's Annual Report to shareholders which is available upon request and
without charge. An investor should keep in mind when reviewing performance  that
past  performance  of a  fund is  not indicative  of future  results, but  is an
indication of the return to the investor only for the limited historical period.

  Standardized total return for shares of a Series reflects the deduction of the
maximum initial sales  charge at the  time of purchase.  A Series' total  return
shows  it's  overall  change in  value,  including  changes in  share  price and
assuming all the Series' dividends and capital gain distributions are reinvested
and that  all charges  and  expenses are  deducted.  A cumulative  total  return
reflects  a Series performance over  a stated period of  time. An average annual
total return reflects  the hypothetical  annually compounded  return that  would
have  produced the  same cumulative total  return if the  Series performance had
been constant over  the entire period.  Because average annual  returns tend  to
even  out variations in  a Series' return, investors  should recognize that such
returns are  not the  same as  actual year-by-year  results. To  illustrate  the
components  of overall  performance, a  Series may  separate its  cumulative and
average annual returns into income results and capital gain or loss. The average
annual total return for the twelve month period ending August 31, 1995 and  from
inception  to June 30, 1995 for the  Government Income Fund was 6.86% and 6.32%,
respectively; the Primary Fund  was 5.01% and 3.39%,  respectively; and the  Tax
Free Fund was 4.27% and .23%, respectively.

  A  Series' performance is a function  of its portfolio management in selecting
the type  and quality  of  portfolio securities  and  is affected  by  operating
expenses  of the Series  and market conditions. A  shareholder's investment in a
Series  is  not  insured  or  guaranteed.  These  factors  should  be  carefully
considered by the investor before making any investment in any Series.

INVESTMENT OBJECTIVES AND POLICIES

  Each  Series  of the  Fund pursues  its own  investment objective  through the
investment  policies  and  techniques,  described  below.  These  policies   and
techniques  are not fundamental and may be  changed by the Board of Directors of
the Fund without  the approval of  the shareholders. In  addition, the Fund  has
adopted  certain restrictions  as fundamental  policies for  each Series  of the
Fund, which may  not be changed  without shareholder approval.  (See the  Fund's
Statement  of  Additional  Information  for  a  description  of  the  investment
restrictions adopted as fundamental policies). Since each Series has a different
investment objective, each can be expected to have different investment  results
and  incur different  market and  financial risks.  The Fund  may in  the future
establish other series with different investment objectives.

  Because of the  market risks inherent  in any investment,  attainment of  each
Series'   investment  objective  cannot  be   assured.  In  addition,  effective
management of each Series is subject  to general economic conditions and to  the
ability  and investment  techniques of management.  The net asset  value of each
Series' shares will vary and the redemption value of shares owned may be  either
higher or lower than the shareholder's cost.

GOVERNMENT INCOME SERIES

  The   Government  Income  Series  seeks  to  achieve  its  objectives  through
investment of 65% of its total assets in securities issued or guaranteed by  the
U.S.   Government,   its   agencies  or   instrumentalities   ("U.S.  Government
Obligations") which include, but are not limited to, U.S. Treasury Bonds,  Notes
and Bills and securities issued by instrumentalities of the U.S. Government.

  There  are two  broad categories  of U.S.  Government Obligations;  (1) direct
obligations of the  U.S. Treasury and  (2) obligations issued  or guaranteed  by
agencies or instrumentalities of the U.S. Government. Some obligations issued or
guaranteed by

                                       8
<PAGE>
agencies  or instrumentalities  of the  U.S. Government  are backed  by the full
faith and credit  of the  United States  (such as  Government National  Mortgage
Association  Certificates) and  others are backed  exclusively by  the agency or
instrumentality with  limited rights  of  the issuer  to  borrow from  the  U.S.
Treasury (such as Federal National Mortgage Association Bonds). No assurance can
be  given that  the U.S.  Government would  lend money  to or  otherwise provide
financial support to U.S.  Government sponsored instrumentalities  as it is  not
obligated by law to do so.

MORTGAGE-BACKED  SECURITIES--It is anticipated that a substantial portion of the
Government Income Series' portfolio  will consist of mortgage-backed  securities
("Mortgage-Backed  Securities") issued or guaranteed by the U.S. Government, its
agencies or  instrumentalities. These  securities  represent part  ownership  of
pools of mortgage loans secured by real property, such as certificates issued by
the  Government  National Mortgage  Association  ("GNMA" or  "Ginnie  Mae"), the
Federal National Mortgage Association ("FNMA"  or "Fannie Mae") and the  Federal
Home  Loan  Mortgage  Corporation ("FHLMC"  or  "Freddie  Mac"). Mortgage-Backed
Securities  also   include  mortgage   pass-through  certificates   representing
participation  interests  in  pools of  mortgage  loans originated  by  the U.S.
Government and guaranteed  by U.S.  Government agencies  such as  GNMA, FNMA  or
FHLMC.  Such  certificates,  which  are ownership  interests  in  the underlying
mortgage loans,  differ  from conventional  debt  securities which  provide  for
periodic payment of interest in fixed amounts and principal payments at maturity
or  on specified dates.  Pass-through certificates, both  principal and interest
payments, including  prepayments,  are  passed  through to  the  holder  of  the
certificate  and provide for monthly payments of interest and principal. GNMA, a
federal agency,  issues  pass-through certificates  that  are guaranteed  as  to
timely  payment  of  principal and  interest.  FNMA, a  federally  chartered and
privately  owned  corporation,  issues  mortgage  pass-through  securities   and
guarantees  them  as  to timely  payment  of  principal and  interest.  FHLMC, a
corporate  instrumentality   of   the  United   States,   issues   participation
certificates  that represent  an interest  in mortgages  from FHLMC's portfolio.
FHLMC guarantees the timely payment of  interest and the ultimate collection  of
principal.  FNMA and FHLMC  are not backed by  the full faith  and credit of the
United States, although FNMA  and FHLMC are authorized  to borrow from the  U.S.
Treasury  to  meet their  obligations.  Those mentioned  are  but a  few  of the
Mortgage-Backed Securities  currently available.  The Government  Income  Series
will not purchase interest-only or principal-only mortgage-backed securities.

  The   yield   characteristics  of   Mortgage-Backed  Securities   differ  from
traditional debt securities. Among the  major differences are that interest  and
principal payments are made more frequently, usually monthly, and that principal
may  be prepaid at any time because  the underlying mortgage loans generally may
be prepaid at any  time. The average mortgage  in a pool may  be expected to  be
repaid  within about twelve (12) years. If mortgage interest rates decrease, the
value  of  the  Fund's  securities  will  generally  increase,  however,  it  is
anticipated  that the average life of the mortgages in the pool will decrease as
borrowers refinance and  prepay mortgages  to take advantage  of lower  interest
rates.  The proceeds to the Fund from  such prepayments will have to be invested
at the then  prevailing lower  interest rates. On  the other  hand, if  interest
rates increase, the value of the Fund's securities generally will decrease while
it  is anticipated that borrowers will not refinance and, therefore, the average
life of the mortgages in the pool will be longer. In addition, if the Government
Income Series purchases such a security  at a premium, a prepayment rate  faster
than expected will reduce yield to maturity, while a prepayment rate slower than
expected  will  have  the  opposite  effect  of  increasing  yield  to maturity.
Conversely, if  the Government  Income Series  purchases these  securities at  a
discount,  faster  than expected  prepayments will  increase yield  to maturity,
while slower than expected prepayments will reduce yield to maturity.

COLLATERALIZED MORTGAGE OBLIGATIONS--The Government  Income Series may invest  a
portion  of its assets  in collateralized mortgage  obligations or "CMOs", which
are debt  obligations  collateralized  by  a portfolio  or  pool  of  mortgages,
mortgage-backed   securities  or  U.S.   Government  securities.  Collateralized
obligations in  which the  Government Income  Series may  invest are  issued  or
guaranteed  by a U.S. Government agency or instrumentality, such as the FHLMC. A
variety of  types  of collateralized  obligations  are currently  available  and
others  may become available in the future.  One should keep in mind that during
periods of rapid interest

                                       9
<PAGE>
rate fluctuation, the price of a security, such as a CMO, could either  increase
or  decrease based  on inherent  interest rate  risk. Additionally,  the risk of
maturities shortening or lengthening in conjunction with interest rate movement,
could magnify the overall effect of the price fluctuation.

  A CMO is often issued in multiple classes with varying maturities and interest
rates. As a result  the investor may obtain  greater predictability of  maturity
than  with direct investments in  mortgage-backed securities. Thus, classes with
shorter maturities may have  lower volatility and lower  yield while those  with
longer  maturities may have  higher volatility and  higher yields. This provides
the investor with greater control over the characteristics of the investment  in
a  changing interest  rate environment. A  more complete description  of CMOs is
contained in the Statement of Additional Information.

  The Government Income Series may also invest in parallel pay CMOs and  Planned
Amortization  Class  CMOs ("PAC  Bonds"). Parallel  pay  CMOs are  structured to
provide payments of principal on each payment  date to more than one class.  PAC
Bonds  generally require  payments of  a specified  amount of  principal on each
payment date. PAC Bonds are always parallel pay CMOs with the required principal
payment on such securities having the  highest priority after interest has  been
paid to all classes.

ZERO COUPON BONDS--The Government Income Series may invest in zero coupon bonds,
which  are debt obligations  issued or purchased at  a significant discount from
face value. The Government  Income Series will only  purchase zero coupon  bonds
which  are  U.S. Government  Obligations.  The discount  approximates  the total
amount of interest  the bonds  will accrue and  compound over  the period  until
maturity or the first interest payment date at a rate of interest reflecting the
market  rate of the security  at the time of issuance.  Zero coupon bonds do not
entitle the holder to any periodic  payments of interest prior to maturity.  Its
value  as an investment consists of the difference between its face value at the
time of maturity and the price for  which it was acquired which is generally  an
amount  significantly less  than face  value (sometimes  referred to  as a "deep
discount" price). Zero coupon bonds require  a higher rate of return to  attract
investors  who are willing  to defer receipt of  cash. Accordingly, although not
providing  current  income,  SM&R  believes  that  zero  coupon  bonds  can   be
effectively  used to  lock in a  higher rate  of return in  a declining interest
environment. Such investments may experience greater volatility in market  value
than  debt obligations which make regular  payments of interest. The Series will
accrue income on such investments for tax and accounting purposes, as  required,
which is distributable to shareholders and which, because no cash is received at
the  time of accrual, may require  the liquidation of other portfolio securities
to satisfy the Series' distribution obligations.

OTHER INVESTMENTS--The Government Income Series shall also invest in  commercial
paper,  certificates of deposit  and repurchase agreements of  the same type and
rating as the Primary Series may invest (See "PRIMARY SERIES").

PRIMARY SERIES

  The Primary Series seeks  to achieve its objective  by investing primarily  in
commercial  paper.  Commercial paper  is  short-term unsecured  promissory notes
issued by corporations to finance  short-term credit needs. Commercial paper  is
usually  sold on a discount basis and has a maturity at the time of issuance not
exceeding nine months. The Primary Series  will invest only in commercial  paper
which, at the date of such investment, is rated in one of the two top categories
by  one or  more of the  nationally recognized  statistical rating organizations
("NRSROs")(See the "Appendix" hereto for information about such ratings and such
rating organizations).

OTHER INVESTMENTS--The  Primary  Series  may  invest in  (i)  U.  S.  Government
Obligations (Refer to the "GOVERNMENT INCOME SERIES" above for an explanation of
U.  S. Government Obligations); (ii) other corporate obligations, such as bonds,
debentures or notes maturing in five (5)  years or less at the time of  purchase
which  at the date  of the investment are  rated "A" or higher  by an NRSRO; and
(iii) negotiable  certificates  of deposit  of  banks (including  U.  S.  dollar
denominated obligations of foreign branches of U. S. banks and U. S. branches of
foreign  banks and savings and loan  associations and banker's acceptances of U.
S. banks which banks and savings and loan associations have total assets at  the
date  of investment  (as of  the date of  their most  recent published financial
statements) of at least  $1 billion (See  "INVESTMENT OBJECTIVES AND  POLICIES",
"Certificates  of  Deposit" in  the Statement  of  Additional Information  for a
description of the securities)  and (iv) repurchase  agreements with respect  to
any type of instrument in

                                       10
<PAGE>
which  the Primary  Series is  authorized to  invest even  though the underlying
instrument may mature in more than  two (2) years. (See "Repurchase  Agreements"
heading.)  Obligations of foreign branches of U.S. banks are subject to somewhat
different risk  than  those  of  domestic banks.  These  risks  include  foreign
economic and political developments, foreign governmental restrictions which may
adversely  effect payment of principal and  interest on the obligations, foreign
withholding and other taxes  on interest income,  and difficulties in  obtaining
and  enforcing  a judgement  against a  foreign  branch of  a domestic  bank. In
addition, different risks may result from the fact that foreign branches of U.S.
banks and U.S. branches of foreign banks are not necessarily subject to the same
or similar regulatory requirements that  apply to domestic banks. For  instance,
such  branches  may not  be  subject to  the  types of  requirements  imposed on
domestic  banks   with  respect   to  mandatory   reserves,  loan   limitations,
examinations,  accounting, auditing, record keeping  and the public availability
of information.  Such obligations  are  not traded  on any  national  securities
exchange.  While the Primary Series does  not presently invest in obligations of
foreign branches of U.S. banks, it may do so in the future. Investments in  such
obligations will not be made in excess of 5% of the Primary Series' total assets
and will be made only when SM&R believes the risks described above are minimal.

TAX FREE SERIES

  The  Tax Free Series, as a matter  of fundamental policy, will seek to achieve
its objective  by investing  at least  80% of  the value  of its  net assets  in
municipal securities the interest on which is exempt from federal income taxes.

  The  Tax  Free  Series  has  no  restrictions  on  the  maturity  of municipal
securities in  which it  may invest.  Accordingly,  it will  seek to  invest  in
municipal  securities of  such maturities which,  in the judgement  of SM&R, the
adviser, will provide  a high level  of current income  consistent with  prudent
investment, with consideration given to market conditions.

  The  Tax Free Series will invest, without percentage limitations, in municipal
securities having at  the time  of purchase one  of the  four highest  municipal
ratings  by  Moody's  Investors  Service, Inc.  ("Moody's"),  Standard  & Poor's
Corporation ("S&P")  or Fitch  Investors  Service in  securities which  are  not
rated,  provided  that,  in the  opinion  of  the adviser,  such  securities are
comparable in  quality to  those within  the four  highest ratings.  The  rating
agencies  consider that bonds rated in the fourth highest category may have some
speculative characteristics and  that changes  in economic  conditions or  other
circumstances  are more likely to lead to  a weakened capacity to make principal
and interest payments than is the case  with higher grade bonds. SM&R will  only
purchase  bonds rated in such  fourth category if it is  of the opinion that the
purchase of  such bonds  is  consistent with  the  Tax Free  Series'  investment
objective.  In the event the rating  of an issue held by  the Tax Free Series is
changed by the rating service,  such change will be  considered by the Tax  Free
Series  in its evaluation of the overall  investment merits of that security but
such change will not  necessarily result in an  automatic sale of the  security.
Any  security held  which is subsequently  downgraded below  BB by S&P  or Ba by
Moody's will be sold as soon as it is advantageous to do so after the downgrade.
A description of the ratings may be found in the Appendix to this Prospectus.

  Purchasing unrated  municipal  securities,  which  may  be  less  liquid  than
comparable  rated  municipal  securities,  involves  somewhat  greater  risk and
consequently the Tax Free Series may not invest more than 20% of its net  assets
in  unrated  municipal  securities. To  attempt  to  minimize the  risk  of such
investments SM&R will, prior to acquiring unrated securities, consider the terms
of the offering and various other  factors to determine the issuers  comparative
credit  rating  and whether  the  securities are  consistent  with the  Tax Free
Series' investment objective  and policies. In  making such determinations  SM&R
will  typically  (a) interview  representatives of  the  issuer at  the issuer's
offices, conduct a tour and inspection of the physical facilities of the  issuer
in  an effort to evaluate the issuer and its operations, (b) perform an analysis
of the  issuer's financial  and credit  position, including  comparisons of  all
appropriate  ratios, and (c)  compare other similar  securities offerings to the
issuer's proposed offering.

  During normal market conditions, the Tax Free Series will have at least 80% of
its net assets  invested in municipal  securities the income  of which is  fully
exempt from federal income taxation. Furthermore, under normal market conditions
up to 20% of the Tax Free Series' net assets, and up to 50% of its net assets as
a temporary defensive measure during abnormal market conditions, may be invested
in

                                       11
<PAGE>
the  following types of taxable fixed income obligations: (1) obligations issued
or guaranteed  by  the  U.S.  Government,  its  agencies,  instrumentalities  or
authorities  (Refer to  "GOVERNMENT INCOME SERIES"  above for  an explanation of
U.S. Government obligations); (2) corporate debt securities which at the date of
the investment are rated A or higher by Moody's or by S&P; (3) commercial  paper
which at the date of the investment is rated in one of the two top categories by
Moody's  or by S&P or if not rated, is  issued by a company which at the date of
the investment has an outstanding debt issue  rated A or higher by Moody's or  A
or  higher by S&P; (4) certificates of deposit issued by U.S. banks which at the
date of the investment have capital surplus and undivided profits of $1  billion
as  of the date of  their most recently published  financial statements; and (5)
repurchase agreements secured  by U.S. Government  securities, provided that  no
more  than 15% of the Series' net assets will be invested in illiquid securities
including repurchase agreements with maturities in excess of seven days. To  the
extent  income dividends  include income  from taxable  sources, a  portion of a
shareholder's  dividend   income   may   be   taxable.   (See   "DIVIDENDS   AND
DISTRIBUTIONS").

MUNICIPAL SECURITIES

  The  term "municipal securities," as used in this Prospectus means obligations
issued by or on behalf  of states, territories and  possessions of the U.S.  and
the  District  of  Columbia  and  their  political  subdivisions,  agencies, and
instrumentalities, the interest on which is  exempt from federal income tax.  An
opinion  as  to  the tax-exempt  status  of  a municipal  security  generally is
rendered to the issuer by  the issuer's counsel at the  time of issuance of  the
security.

  Municipal  securities are used to raise money for various public purposes such
as constructing  public  facilities and  making  loans to  public  institutions.
Certain  types of  municipal bonds  are issued  to obtain  funding for privately
operated  facilities.   Further  information   on  the   maturity  and   funding
classifications  of  municipal  securities  is  included  in  the  Statement  of
Additional Information.

  Yields on  municipal  securities vary,  depending  on a  variety  of  factors,
including  the general condition  of the financial markets  and of the municipal
securities market,  the size  of  a particular  offering,  the maturity  of  the
obligation  and the  credit rating  of the  issuer. Like  other interest-bearing
securities,  the  value  of  municipal  securities  changes  as  interest  rates
fluctuate.  For example, if interest rates increase  from the time a security is
purchased, if sold, the security may be at a price less than its purchase  cost.
Conversely,  if interest rates decline from the time a security is purchased, if
sold, the  security may  be sold  at a  price greater  than its  purchase  cost.
Generally,  municipal  securities of  longer  maturities produce  higher current
yields than  municipal securities  with shorter  maturities but  are subject  to
greater  price fluctuation due to changes in  interest rates, tax laws and other
general market  factors. Lower-rated  municipal securities  generally produce  a
higher  yield with shorter maturities than higher-rated municipal securities due
to the perception of a greater degree of risk as to the ability of the issuer to
pay principal and interest.

  The Tax Free  Series may purchase  municipal bonds for  which the payments  of
principal  and interest are secured by an escrow account of securities backed by
the full faith  and credit  of the  U.S. Government  ("defeased") and  municipal
securities  whose principal  and interest payments  are insured  by a commercial
insurance company as long as the  underlying credit is investment grade (BBB  or
better  by S&P and Fitch and Baa or better by Moody's) ("insured"). The Tax Free
Series may  also  purchase  unrated  securities of  issuers  which  the  adviser
believes would have been rated BBB or Baa had the issuer requested a rating from
S&P,  Fitch or Moody's. Such implied  investment grade rating will be determined
by the adviser upon its  performance of a credit analysis  of the issue and  the
issuer.  Such  credit analysis  may consist  of a  review of  such items  as the
issuer's debt characteristics,  financial information, structure  of the  issue,
liquidity  of  the  issue,  quality of  the  issuer,  current  economic climate,
financial adviser  and  underwriter.  Insured and  defeased  bonds  are  further
described in the Statement of Additional Information. In general, these types of
municipal  securities  will not  be  treated as  an  obligation of  the original
municipality for purposes of determining industry concentration.

OTHER  INVESTMENTS--The  Tax  Free  Series  may  purchase  "floating  rate"  and
"variable  rate" obligations. These obligations bear  interest at rates that are
not fixed,  but  vary with  changes  in specified  market  rates or  indices  on
pre-designated dates. See the Statement of Additional Information for details of
these types of investments.

                                       12
<PAGE>
  The  Series may purchase and sell  municipal securities on a "when-issued" and
"delayed-delivery"   basis    (See   "ADDITIONAL    INVESTMENT   POLICIES    AND
TECHNIQUES--When  Issued  and Delayed  Delivery  Purchases" below).  Zero coupon
bonds may also be  purchased as part  of the Tax Free  Series portfolio and  are
explained above under the Government Income Series.

ADDITIONAL INVESTMENT POLICIES AND TECHNIQUES

  The  following policies  and techniques  are available to  one or  more of the
Series:

LENDING OF SECURITIES.  In order to  increase the return on its investment,  the
Government  Income Series  may lend  portfolio securities  to broker-dealers and
other financial institutions in amounts up to 10% of the value of the net assets
of such series. Loans of portfolio  securities will always be collateralized  by
cash  to at least  102% of the  market value of  the securities loaned including
accrued interest and  will be  made to  borrowers deemed  by the  adviser to  be
creditworthy.  Lending  portfolio  securities  involves  risk  of  delay  in the
recovery of the loaned securities  and in some cases the  loss of rights in  the
collateral should the borrower fail financially (See the Statement of Additional
Information).

WHEN-ISSUED AND DELAYED DELIVERY PURCHASES. The Government Income Series and Tax
Free  Series may purchase  and sell portfolio securities  on a "when-issued" and
"delayed delivery" basis. No income accrues in connection with such transactions
prior to actual delivery of such  securities. These transactions are subject  to
market  fluctuation; the value of the securities at delivery may be more or less
than  their  purchase  price,  and  yields  generally  available  on  comparable
securities  when delivery  occurs may  be higher  than yields  on the securities
obtained  pursuant  to  such  transactions.  While  awaiting  delivery  of   the
securities  purchased on  a when-issued and  delayed delivery  basis, the Series
will hold in  a segregated  account cash, short-term  money market  instruments,
high  quality debt  securities or portfolio  securities sufficient  to cover any
commitment or limit any potential risk.  (See "When Issued and Delayed  Delivery
Transactions" in the Statement of Additional Information).

REPURCHASE  AGREEMENTS.   Each  Series  may occasionally  enter  into repurchase
agreements. Under a  repurchase agreement,  a series  will acquire  and hold  an
obligation (government security, certificate of deposit, or banker's acceptance)
for  not more than seven days, subject to the agreement by the seller (a Federal
Reserve System member bank or a registered securities dealer) to repurchase  the
obligation  at an agreed upon repurchase price and date, thereby determining the
yield during the Series' holding period.  During the holding period, the  seller
must  provide additional collateral if the  market value of the obligation falls
below the repurchase price. Refer to the Statement of Additional Information for
a further explanation.

ILLIQUID SECURITIES.  Each of the Series may invest up to 15% of its net  assets
in  illiquid securities, including  foreign securities not  listed on foreign or
domestic exchanges and repurchase agreements maturing in excess of seven days.

RISK FACTORS.  The risk inherent in investing in any series of the Fund is  that
common  to any security, that the value of its shares will fluctuate in response
to changes in economic conditions, interest rates and the market's perception of
the underlying portfolio  securities held  by each  series of  the Fund.  Market
prices  of the securities in which a Series invests will fluctuate and will tend
to vary inversely with changes in  prevailing interest rates. If interest  rates
increase from the time a security is purchased, such security, if sold, might be
sold  at a  price less  than its  purchase cost.  Conversely, if  interest rates
decline from the time a security is purchased, such security, if sold, might  be
sold  at a price  greater than its purchase  cost. Substantial redemptions could
require a Series to sell portfolio securities at a time when a sale might not be
favorable.

  Investments in U.S.  Government obligations are  not all backed  by the  "full
faith  and credit" of the United States  Government. Some are backed only by the
rights of the issuer to borrow from  the U.S. Treasury and others are  supported
only  by the credit  of the issuing  instrumentality. No assurance  can be given
that the U.S.  Government would  lend money  to or  otherwise provide  financial
support to U.S. Government sponsored instrumentalities as it is not obligated by
law  to do so. The Fund's adviser will invest in U. S. obligations not backed by
the "full faith and credit"  of the U. S. Government  only when it is  satisfied
that the credit risk with respect thereto is minimal.

  The  Primary Series, consistent with its investment objective, will attempt to
maximize yield by trying to

                                       13
<PAGE>
take advantage of changing  conditions and trends. It  may also attempt to  take
advantage  of what are believed to be disparities in yield relationships between
different instruments. This  procedure may  increase or  decrease the  portfolio
yield  depending upon the Primary Series'  ability to correctly time and execute
such transactions.  Although the  Primary  Series' assets  will be  invested  in
securities  with short maturities, the Primary  Series will manage its portfolio
as described above.  (See "PORTFOLIO TRANSACTIONS  AND BROKERAGE ALLOCATION"  in
the Statement of Additional Information.)

  The Tax Free Series' ability to achieve its objective depends partially on the
prompt  payment by  issuers of  the interest on  and principal  of the municipal
securities held.  A moratorium,  default  or other  non-payment of  interest  or
principal  when  due  could,  in  addition to  affecting  the  market  value and
liquidity of the particular security, affect  the market value and liquidity  of
the  other  municipal securities  held. Additionally,  the market  for municipal
securities is often thin and can be temporarily affected by large purchases  and
sales.  As  a result,  the  Tax Free  Series will  attempt  to minimize  risk by
diversifying its investments by investing no more  than 5% of its net assets  in
the  securities  of any  one issuer  (limitation does  not apply  to investments
issued or guaranteed  by the U.S.  Government or its  instrumentalities) and  by
investing  no more than 25% of its  net assets in municipal securities issued in
any one state or territory. Each political subdivision, agency,  instrumentality
and  each multi-state agency of which a state  is a member will be regarded as a
separate issuer for the purpose of determining diversification.

THE FUND AND ITS MANAGEMENT

  A  Board  consisting  of  seven  directors  has  overall  responsibility   for
overseeing  the affairs of the Fund in a manner reasonably believed to be in the
best interest of the  Fund. The Board  has delegated to  SM&R, the adviser,  the
management  of the  Fund's day-to-day  business and  affairs. In  addition, SM&R
invests the  Fund's  assets,  provides administrative  services  and  serves  as
transfer agent, dividend paying agent and underwriter.

  SM&R  is  a wholly-owned  subsidiary  of American  National  Insurance Company
("American  National").  The  Moody  Foundation,  a  private  foundation,   owns
approximately  23.7% of American  National's common stock  and the Libbie Shearn
Moody Trust, a private trust, owns approximately 37.6% of such shares. SM&R  was
incorporated  in 1964 and  has managed investment companies  since 1966. SM&R is
also investment  adviser to  three other  registered investment  companies,  the
American  National Growth Fund,  Inc., American National  Income Fund, Inc., and
the Triflex Fund, Inc. (collectively, the "American National Funds Group"). SM&R
also serves as investment adviser to the American National Investment  Accounts,
Inc.,  an investment  company used  to fund  benefits under  contracts issued by
American National and for The Moody  National Bank of Galveston (the "Bank"),  a
national bank. SM&R may, from time to time, serve as investment adviser to other
clients  including employee  benefit plans,  other investment  companies, banks,
foundations and endowment funds.

  The following  persons are  officers of  both SM&R  and the  Fund: Michael  W.
McCroskey,  Vera M.  Young, Emerson  V. Unger, Teresa  E. Axelson  and Brenda T.
Koelemay.

PORTFOLIO MANAGEMENT

  While the following individuals are  primarily responsible for the  day-to-day
portfolio  management of their respective Series, all accounts are reviewed on a
regular basis  by SM&R's  Investment Committee  to ensure  that they  are  being
invested in accordance with investment polices.

  Vera  M. Young,  Vice President of  Securities Management  and Research, Inc.,
Vice President, Portfolio Manager of the Primary Series. Ms. Young has served as
Portfolio Manager of the Primary Series since its inception. She also serves  as
Portfolio  Manager  of the  American  National Investment  Accounts, Inc.--Money
Market Portfolio, a series mutual  fund used exclusively for variable  contracts
issued  by  American  National. She  also  serves as  Assistant  Vice President,
Securities for  American National.  Ms.  Young has  been managing  fixed  income
investments for American National since 1964 and has served as portfolio manager
for various funds for over ten years.

  Terry  E. Frank,  Vice President, Portfolio  Manager of  the Government Income
Series and Tax Free  Series. Ms. Frank  has served as  Portfolio Manager of  the
Government  Income  Series for  two  years and  the  Tax Free  Series  since its
inception. She joined SM&R's investment staff in 1990 and prior to that time she
held positions with American Capital Asset

                                       14
<PAGE>
Management and  Gibraltar  Savings  Association  as  a  securities  analyst  and
Equitable Investment Services as a research analyst.

ADVISORY AGREEMENT

  Under  its  Advisory  Agreement with  the  Fund, SM&R  receives  the following
investment advisory fees:

GOVERNMENT INCOME SERIES AND TAX FREE SERIES-- A monthly investment advisory fee
computed by applying to the  average daily net asset  value of each Series  each
month one-twelfth (1/12th) of the annual rate as follows:

<TABLE>
<CAPTION>
   On the Portion of Each Series      Investment Advisory
      Average Daily Net Assets          Fee Annual Rate
<S>                                   <C>
Not exceeding $100,000,000                      .50 of 1%
Exceeding $100,000,000 but not
 exceeding $300,000,000                         .45 of 1%
Exceeding $300,000,000                          .40 of 1%
</TABLE>

PRIMARY  SERIES--An investment advisory  fee, computed and  paid monthly, at the
annual rate of .50 of 1% of the Primary Series' average daily net asset value.

  As compensation for  its services, SM&R  is paid an  investment advisory  fee,
which  is calculated  separately for each  Series. SM&R  received total advisory
fees from the Government Income Series,  Primary Series and Tax Free Series  for
the  fiscal year ended August 31, 1995 which represented 0.14%, 0.13% and 0.00%,
respectively, of  each Series  average  daily net  assets.  The ratio  of  total
expenses to average net assets for each Series can be found on pages 5, 6 and 7.

ADMINISTRATIVE SERVICE AGREEMENT

  Under  its Administrative  Service Agreement  with the  Fund, SM&R  receives a
management and administrative service fee from each Series which is computed  by
applying  to the aggregate average  daily net asset value  of each Series of the
Fund each month one-twelfth (1/12th) of the annual rate as follows:

<TABLE>
<CAPTION>
                                            Administrative
      On the Portion of the Series's         Service Fee
         Average Daily Net Assets            Annual Rate
<S>                                         <C>
Not exceeding $100,000,000                      .25 of 1%
Exceeding $100,000,000 but not exceeding
 $200,000,000                                   .20 of 1%
Exceeding $200,000,000 but not exceeding
 $300,000,000                                   .15 of 1%
Exceeding $300,000,000                          .10 of 1%
</TABLE>

  SM&R has agreed to pay (or to reimburse each Series for) each Series' expenses
(including the advisory  fee and  administrative service  fee, if  any, paid  to
SM&R,   but  exclusive  of  interest,  taxes,  commissions  and  other  expenses
incidental to  portfolio transactions)  in  excess of  1.25%  per year  of  such
Series'  average daily net assets.  SM&R received service fees  of 0.25% for the
Government Income Series; 0.25% for the Primary  Series and 0% for the Tax  Free
Series  for the fiscal year  ended August 31, 1995  of each Series average daily
net assets.

FEE WAIVERS

  In order to improve the yield and total return of any Series of the Fund, SM&R
may, from time to time,  voluntarily waive or reduce all  or any portion of  its
advisory  fee, administrative fee  and/or assume certain or  all expenses of any
Series of the Fund while  retaining its ability to  be reimbursed for such  fees
prior  to the end of the fiscal  year. Fee waivers and/or reductions, other than
those stated in the Administrative Service  Agreement, may be rescinded by  SM&R
at  any time without notice to investors.  Effective September 1, 1995, SM&R has
agreed to  continue to  waive advisory  and administrative  service fees  and/or
reimburse  expenses  incurred by  the  Fund's Series  to  the extent  that total
expenses exceed  average  daily  net assets  as  follows:  Primary  Series--.80%
through  August 31, 1996;  Government Income Series--1.00%  through February 29,
1996; and Tax Free Series--100% through February 29, 1996.

  For additional information about the expenses  of the Fund, see the  Statement
of Additional Information.

                                       15
<PAGE>
PURCHASE OF SHARES

  Shares   of  each  Series  of  the  Fund  may  be  purchased  from  registered
representatives of  SM&R  and  certain  other  authorized  broker-dealers.  Such
purchases  will be at the offering price  (the "Offering Price") for such shares
determined as and when provided below. (See "DETERMINATION OF OFFERING PRICE" in
this Prospectus). A monthly confirmation will  be sent to the investor.  Initial
and  subsequent  purchases are  to be  sent  directly to  SM&R at  the following
address:

    Securities Management and Research, Inc.
    One Moody Plaza, 14th Floor
    Galveston, Texas 77550

  Certificates are not normally issued for shares of each Series in an effort to
minimize the  risk  of  loss  or theft.  However,  purchases  are  confirmed  to
investors  and credited to their accounts on the books maintained by SM&R and an
investor has the  same rights  of share ownership  as if  certificates had  been
issued.

OPENING  AN  ACCOUNT:   To  purchase  shares  an investor  must  submit  a fully
completed Application and Investor Suitability Form. Special forms are  required
when  establishing an  IRA/SEP or  403(b) plan.  Call the  Shareholder Relations
Department (800) 231-4639 and request forms for establishing these plans.

SUBSEQUENT PURCHASES BY MAIL:   Investors must include  their name, the  account
number and the name of the Fund being purchased.

PURCHASES  BY WIRE:  To  ensure proper crediting of  the investment, an investor
must have an executed Application and Investor Suitability Form on file with the
transfer agent. The investor  may then wire his  investment using the  following
instructions:

    The Moody National Bank of Galveston
    2302 Postoffice Street
    Galveston, Texas 77550
    For the Account of Securities Management
     and Research, Inc.
    ABA 113100091, Wire Acct. #035 868 9
    FBO Name of Fund / Fund Account Number
    Investor's Name

  If wires are received after 3:00 p.m. Central Time or during a bank holiday or
SM&R  business holiday, purchases  will be made  at the price  determined on the
next business day.

PURCHASE AMOUNTS.  The minimum initial  and subsequent purchase amounts is  $100
and $20, respectively, for the Government Income and Tax Free Series' and $1,000
and  $100, respectively,  for the  Primary Series (except  as a  part of certain
systematic investment  programs, see  "SPECIAL  PURCHASE PLANS"  for  additional
information on reduction of the minimums). The Fund reserves the right to reject
any purchase.

WHEN ARE PURCHASES EFFECTIVE?

  Purchases  received in proper form by SM&R prior  to the close of the New York
Stock Exchange (currently 3:00 p.m., Central Time) (the "Exchange") on any  SM&R
business day, or received prior thereto on any SM&R business day by a securities
dealer  having a dealer contract with SM&R  and reported to SM&R prior to SM&R's
close of business (currently 4:30 p.m., Central  Time) on the same day, will  be
effective  and executed at the applicable Offering Price determined at the close
of the Exchange on that day. It is the responsibility of any such dealer and not
SM&R to establish procedures to assure that purchases received before the  close
of  the Exchange on an SM&R business day  will be reported to SM&R before SM&R's
close of business on that  same day. Purchases received  after the close of  the
Exchange, on customary national business holidays, or on an SM&R holiday will be
effective  upon and made at the Offering Price determined as of the close of the
Exchange on SM&R's next business day such Exchange is open for trading.

  If payments  for  purchases are  transmitted  by bank  wire  to the  Bank  and
reported  to SM&R prior to  the close of the Exchange  on any SM&R business day,
the investor  will  purchase at  the  Offering  Price determined  and  become  a
shareholder  as of the close of the Exchange on that same day. Purchases by wire
payments reported  by the  Bank to  SM&R after  the close  of the  Exchange,  on
customary  national business holidays, or on  an SM&R holiday, will be effective
on and  made at  the Offering  Price  determined on  SM&R's next  business  day.
Procedures for transmitting Federal Funds by wires are available at any national
bank, or any state bank which is a member of the Federal Reserve System.

                                       16
<PAGE>
                              TO BE COMPLETED FOR
             AMERICAN NATIONAL PRIMARY SERIES ACCOUNTS ONLY (12/95)

<TABLE>
<S>              <C>
 REDEMPTION BY   Primary Series Account
 TELEPHONE OR    No. ----------------------------------------------------------------------------------------------------------
 WIRE
                 (Bank)  / / I (we) hereby  authorize American National Primary Series  (the "Series") and SM&R (the "Transfer
                        Agent") to  honor  any  telephonic  or telegraphic  instructions  for  redemption,  without  signature
                         guarantee,  of any or all shares held in my (our) account, provided that the proceeds are transmitted
                         only to the bank account designated below. If the procedure for telephone redemption, as described in
                         the Prospectus, have been followed, neither the Series nor the Transfer Agent shall have any liability
                         to me (us) for acting upon  such instructions regardless of the  authority or absence thereof of  the
                         person  giving the  instructions, and  I (we)  will indemnify  and hold  harmless the  Series and the
                         Transfer Agent from and against all losses, claims, expenses and liabilities that may arise out of or
                         be in any  way connected with  a redemption of  shares under the  telephone redemption procedure,  as
                         described in the prospectus.
                             (NOT AVAILABLE FOR TAX QUALIFIED PLANS)

                  ------------------------------------------------------------------------------------------------------------
                  Name of Account at Bank                    Bank Account No.
                 ------------------------------------------------------------------------------------------------------------
                  Name of Bank (including name of branch and bank's routing code)                ABA/Routing No.
                 ------------------------------------------------------------------------------------------------------------
                  Clearing Bank Information, if applicable (name of bank and ABA No.)
                 ------------------------------------------------------------------------------------------------------------
                  Address of Bank                                                     City        State        Zip
                  (        )
                 ------------------------------------------------------------------------------------------------------------
                  Phone Number of Bank
 TELEPHONE        (SM&R)  / / I (we) hereby authorize American National  Primary Series (the "Series") and SM&R (the "Transfer
 EXCHANGE                 Agent") to  honor any  telephonic  or telegraphic  instructions  for redemption,  without  signature
 BETWEEN FUNDS             guarantee of any or all shares held in my (our) account, provided that the proceeds are transmitted
                           only  to the account  designated below. Neither  the Series nor  the Transfer Agent  shall have any
                           liability to me  (us) for  acting upon  such instructions regardless  of the  authority or  absence
                           thereof  of the person  giving the instructions,  and I (we)  will indemnify and  hold harmless the
                           Series and the Transfer Agent from and  against all losses, claims, expenses, and liabilities  that
                           may  arise out  of or be  in any way  connected with the  redemption of shares  under the telephone
                           redemption procedure, as described in the Prospectus.
                                   -------------------------------------------------------------------------
                                      Name of Fund           Account Number
                                   (Registration on accounts must be identical)

                  ---------------------------------- ----------------------------------
                            Signature Owner                  Signature Joint Owner
 CHECK WRITING    / / I (we) hereby elect redemption by special check drawn against my (our) American National Primary  Series
 OPTION               Account  (minimum check  $250). NOTE:  WHEN ELECTING CHECK  WITHDRAWAL, SIGN  THE SIGNATURE  CARD ON THE
 Not Available        APPROPRIATE  SIGNATURE   LINES   ON  THE   SPECIAL   CHECK   WRITING  OPTION   SIGNATURE   CARD   BELOW.
 for IRA, SEP,        I  (we) understand there is a fifteen (15) business day hold on all monies invested and no check will be
 TSA                  honored prior to the proceeds being available.
</TABLE>

 ------------------------------------------------------------------------------
                  SPECIAL CHECK WRITING OPTION SIGNATURE CARD
                     AMERICAN NATIONAL PRIMARY SERIES ONLY
Account Number:   _____________________   Date:   ______________________________
- --------------------------------------------------------------------------------
Print or type name(s) of registered owner(s) of American National Primary Series
                                    Account

All registered owner(s) of the Account  named above must sign below. By  signing
this  card, the signatory(s) agree(s) to all  the terms and conditions set forth
on the reverse hereof.

<TABLE>
<S>                                                 <C>
                    SIGNATURES                              SOCIAL SECURITY OR TAX I.D. NUMBER
- -------------------------------------------------   -------------------------------------------------
- -------------------------------------------------   -------------------------------------------------
- -------------------------------------------------   -------------------------------------------------
- -------------------------------------------------   -------------------------------------------------
</TABLE>

/ /                        Check here if both signatures are required on checks.
/ /                      Check here if only one signature is required on checks.
IF NO BOX IS CHECKED, BOTH SIGNATURES WILL BE REQUIRED.
If a Pension or Corporate account, indicate below how checks are to be printed.
- ------------------------------------------------------------
- ------------------------------------------------------------
- ------------------------------------------------------------
- ------------------------------------------------------------
Form 9354
<PAGE>
                              TERMS AND CONDITIONS

    1.  REDEMPTION AUTHORIZATION: The Signatory(s) whose signature(s) appear  on
the  reverse side,  intending to  be legally bound,  hereby agree  each with the
other and with  SM&R ("Transfer  Agent") that  the Transfer  Agent is  appointed
agent for such person(s) and, as such agent, is directed to redeem shares of the
Primary  Series (the "Series") registered in  the name of such Signatory(s) upon
receipt of, and in the amount of,  checks drawn upon the above numbered  account
and  to deposit the  proceeds of such  redemptions in said  account or otherwise
arrange for  application  of such  proceeds  to  payments of  said  checks.  The
Transfer  Agent  is  expressly authorized  to  commingle such  proceeds  in this
account with the proceeds of the redemption of the shares of other  stockholders
of the Series.

   The  Transfer Agent  is expressly  authorized to  honor checks  as redemption
instructions hereunder without requiring signature guarantees, and shall not  be
liable  for  any  loss or  liability  resulting  from the  absence  of  any such
guarantee. The Transfer Agent  will arrange for the  shareholder's checks to  be
honored by Moody National Bank (the "Bank") for this purpose.

    2.  CHECK PAYMENT:  The Signatory(s) authorize and direct the Transfer Agent
to  have the Bank  pay each check  presented hereunder, subject  to all laws and
Bank rules  and regulations  pertaining to  checking accounts.  In addition  the
Signatory(s) agree(s) that:

        (a)  No check shall be issued or honored, or any redemption effected, in
    an amount less than $250.

        (b) No check shall be issued or honored, or redemption effected, for any
    amounts represented by shares for which certificates have been issued.

        (c) No check shall be issued or honored, or redemption effected, for any
    amounts represented by shares unless payment  for such shares has been  made
    in  full and any  checks given in  such payment have  been collected through
    normal banking channels.

        (d) Checks issued  hereunder cannot be  cashed over the  counter at  any
    Bank; and

        (e)  Checks shall be subject to any further limitations set forth in the
    Prospectus issued by the Series, including without limitation any additions,
    amendments and supplements thereto.

    3.  DUAL OWNERSHIP:     If more than one person is indicated as a registered
owner of the shares of the Series,  as by joint ownership, ownership in  common,
or  tenants by  the entireties,  then (a) each  registered owner  must sign this
signature card, (b) each registered owner must sign each check issued  hereunder
unless  the parties have indicated  on the face of this  card that only one need
sign, in which case the Transfer Agent is authorized to act upon such signature,
and (c) each  Signatory guarantees  to the  Transfer Agent  the genuineness  and
accuracy of the signature of the other Signatory(s).

    4.   TERMINATION: The Transfer Agent or the Series may at any time terminate
this account,  related  share redemption  service  for the  Signatory(s)  hereto
without prior notice by the Transfer Agent to any of the Signatory(s).

    5.   HEIRS AND ASSIGNS: These terms and conditions shall bind the respective
heirs, executors, administrators, and assigns of the Signatory(s).
<PAGE>

SM&R CAPITAL FUNDS, INC. APPLICATION

Complete This Form and Mail To:
<TABLE>
<S>                                       <C>                 <C>
                                           Home Office Use  (12/95)
</TABLE>
Securities Management and Research, Inc.
<TABLE>
<S>                                       <C>                 <C>
                                           Account Number
</TABLE>
One Moody Plaza
<TABLE>
<S>                                       <C>                 <C>
                                           Account Type          Social Code
</TABLE>
Galveston, TX 77550
<TABLE>
<S>                                       <C>                 <C>
                                           FI Number              LOI Amount
</TABLE>

To establish IRA,  SEP and TSA  Plans use  the special forms  kit developed  for
their establishment.
- --------------------------------------------------------------------------------
1   ACCOUNT REGISTRATION

    Select ONLY ONE type of registration and complete the information associated
    with that section.

- --------------------------------------------------------------------------------
  / / -- INDIVIDUAL      / / -- JOINT TENANT WITH "RIGHTS OF SURVIVORSHIP"

If  this  is to  be a  Joint Tenant  Account, complete  all information  in this
section.

<TABLE>
<S>                                                     <C>                                 <C>
- --------------------------------------------------      ------------------------------      --------------------
Individual (First, Middle, Last)                        Social Security Number                 DOB (MM/DD/YY)

- --------------------------------------------------      ------------------------------      --------------------
Joint Tenant (First, Middle, Last) Relationship         Social Security Number                 DOB (MM/DD/YY)
</TABLE>

- --------------------------------------------------------------------------------
  / / -- UNIFORM GIFT/TRANSFER TO MINORS

<TABLE>
<S>                                                     <C>                                 <C>
- --------------------------------------------------      ------------------------------
Name of Custodian (One Only) (First, Middle, Last)      State Under Minors Act

- --------------------------------------------------      ------------------------------      --------------------
Name of Minor (One Only) (First, Middle, Last)          Minor's Social Security Number         DOB (MM/DD/YY)
</TABLE>

- --------------------------------------------------------------------------------
  / / -- PENSION/PROFIT SHARING, DEFERRED COMPENSATION PLANS
Plan Type: / / 401(k) / / Profit Sharing / / Money Purchase / / Defined  Benefit
/ / Deferred Comp / / Other _______

<TABLE>
<S>                                                     <C>                                 <C>
- --------------------------------------------------      ------------------------------      --------------------
Trustee(s)/Custodian                                    Tax I.D. Number                     Trust Dated

- --------------------------------------------------      --------------------------------------------------------
Name of Plan                                            For the Benefit of
</TABLE>

- --------------------------------------------------------------------------------
  / / -- INDIVIDUAL TRUST, NON-QUALIFIED, CORPORATION, ESTATES, ASSOCIATIONS,
COMPANIES, OTHERS

<TABLE>
<S>                                                     <C>                                 <C>
- --------------------------------------------------      ------------------------------
Name(s) of Trustee(s)                                   Tax I.D. Number

- --------------------------------------------------      --------------------------------------------------------
Name of Company or Trust                                For the Benefit of
</TABLE>

- --------------------------------------------------------------------------------
2   MAILING ADDRESS

    ----------------------------------------------------------------------------
    Street Address (P.O. Box acceptable if street address
    given)            Apt.#            City            State            Zip Code

<TABLE>
<S>                                       <C>                          <C>                        <C>
    (      )                              (      )                     Citizenship: / / U.S.  / / Non-U.S.
    -----------------------------         -------------------------                               --------------------
    Business Phone                        Home Phone                                              Indicate Country
</TABLE>

<PAGE>
3   INITIAL INVESTMENT (CHECK ONE)
- --------------------------------------------------------------------------------
     / / MAIL ORDER
         Enclosed  is/are my check(s) made  payable to SECURITIES MANAGEMENT AND
         RESEARCH, INC. for investment.
- --------------------------------------------------------------------------------

     / / TELEPHONE BUY ORDER (Not Applicable to Primary Series)
          Date: __________________Fund: __________________Person Taking Order:
     _____________________
- --------------------------------------------------------------------------------
     / / FEDERAL FUND WIRE
         Before making  an initial  investment  by wire,  SM&R must  receive  an
         executed  application and  suitability form  with proper  taxpayer I.D.
         certification. Then direct  your Federal funds  wire to Moody  National
         Bank  Galveston, Texas. Attention:  Securities Management and Research,
         Inc., Wire  Account #035  868.9. Include  the Fund  name, your  Account
         Number and the Account Registration.
- --------------------------------------------------------------------------------
     / / PRE-AUTHORIZED CHECKS
      Please draw on my bank account a check for $__________________ Monthly
     beginning _______________________________ / / 7th  / / 21st
     (Attach Form 8006 or Form 8007 and a voided check)       (month)
     $20 minimum for Government Income Series and Tax Free Series; $100 minimum
     for Primary Series.
- --------------------------------------------------------------------------------

<TABLE>
    <S>                                          <C>                                     <C>
    / / OTHER PAYMENT METHODS
      / / Billing-Franchise # ------             / / Military Allotment                  / / Civil Service Allotment
                                                    Complete Form 9341                      Complete Form 9340
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
4   FUND SELECTION(S) & DISTRIBUTION OPTION

    Please  check the box beside  the name of each  fund being purchased, select
    reinvest or cash  for dividends and  capital gains, and  specify the  dollar
    amount of each purchase.

<TABLE>
<C>        <S>                                   <C>                          <C>                          <C>
    X                   FUND NAME                         DIVIDENDS                  CAPITAL GAINS             AMOUNT
            Government Income Series ($100 min)   / /  Reinvest  / /  Cash     / /  Reinvest  / /  Cash     $
            Tax Free Series ($100 min)            / /  Reinvest  / /  Cash     / /  Reinvest  / /  Cash     $
            Primary Series ($1,000 min)           / /  Reinvest  / /  Cash     / /  Reinvest  / /  Cash     $
            Insurance, if any                                                                               $
</TABLE>

    ALL  DISTRIBUTIONS MUST BE  REINVESTED IF A WITHDRAWAL  PLAN IS ELECTED. ALL
    DISTRIBUTIONS WILL BE REINVESTED UNLESS CASH IS CHECKED ABOVE.

    ----------------------------------------------------------------------------
    Fill in ONLY  if distribution  checks are  to be  mailed to  you at  another
    address  or  paid to  someone other  than the  registered owner(s)  as shown
    above.
    Name:   ____________________________________________________________________
    Address: ___________________________________________________________________
- --------------------------------------------------------------------------------
5   SYSTEMATIC WITHDRAWAL

    A Systematic Withdrawal Plan (SWP) is available to shareholders who own
    shares of the Fund worth $5,000 or more. SWP is subject to restrictions
    described in the Fund's Prospectus.
    THIS OPTION WILL BEGIN THE MONTH FOLLOWING RECEIPT OF THIS REQUEST.
    1.  The amount of each withdrawal shall be $______________________________.
    2.  Systematic withdrawals shall be made (choose one only):
                    / / Monthly  / / Quarterly (Mar, June, Sept,
                       Dec)  / / Semi-Annually  / / Annually

    3.  Please have my withdrawals mailed. I understand that the SWP checks will
        be made payable to me  and sent to my  account mailing address unless  a
        special designation is referenced below:
        Withdrawals are to commence on or around the 20th of _______________
        (Month, Year).
- --------------------------------------------------------------------------------

      Fill  in ONLY if SWP checks are to  be mailed to you at another address or
      paid to someone  other than  the registered  owner(s) as  shown above.  If
      check is to be sent to a bank account, provide a void check.
      Name:   __________________________________________________________________
      Address: _________________________________________________________________
<PAGE>
- --------------------------------------------------------------------------------
6   LETTER OF INTENT (Not Applicable to Primary Series)

    Under  the terms  of the  current prospectus,  I intend  to purchase, within
    thirteen months from  the date  of receipt,  shares of  one or  more of  the
    American  National  Funds Group  and/or  Government Income  and/or  Tax Free
    Series (Excluding the Primary Series). The  total amount of my purchase  (at
    the  offering price on the date of receipt by the transfer agent) will equal
    an aggregate amount not less than:

<TABLE>
<S>           <C>           <C>           <C>           <C>           <C>
/ / $50,000*  / / $100,000** / / $250,000 / / $500,000  / / $1,000,000 / / $1,500,000
</TABLE>

(*Growth, Income and Triflex Funds Only) (**Government Income Series and Tax
Free Series Only)

Shares of the  named Funds owned  by me at  the date of  this Letter  (including
shares  owned by my spouse and our children who are under the age of majority or
such other  persons  as  described  in  a  "single  purchaser"  in  the  current
prospectus) are held in the below-specified accounts (Please Print):

<TABLE>
<S>        <C>             <C>                   <C>
FUND NAME  ACCOUNT NUMBER  ACCOUNT REGISTRATION  OWNER'S RELATIONSHIP TO INVESTOR*

</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                  *Must be self, spouse or child; if child, indicate current age

/ / This is a new Letter of Intent. Date
- ------------------------------.
/ / This is an existing Letter of Intent. The Letter of Intent was signed on
    (date) __________________ for (amount) $__________________

      This  LOI expires on the  earlier of (1) 13-months  from the date of first
      purchase, or  (2)  the  release  to  me  of  my  shares  held  in  escrow.
      Additionally, escrow shares are not subject to the exchange privilege and,
      unless  agreed  to  by  SM&R,  will not  be  released  unless  my intended
      investment, equals or exceeds the specified amount.
- --------------------------------------------------------------------------------
7   RIGHT OF ACCUMULATION (Not Applicable to Primary Series)

    If account is  entitled to a  Reduced Sales  Charge under the  terms of  the
    current Prospectus, please provide the following information.

<TABLE>
<S>        <C>             <C>                   <C>
FUND NAME  ACCOUNT NUMBER  ACCOUNT REGISTRATION  OWNER'S RELATIONSHIP TO INVESTOR
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
8   SIGNATURE(S) & CERTIFICATION

    I/We  hereby authorize Securities Management and Research, Inc. ("SM&R"), or
    its duly authorized agents,  as agent for the  SM&R Capital Funds, Inc.,  to
    honor  any requests made  in accordance with the  terms of this application,
    and I/we  further  affirm that  neither  SM&R ("Transfer  Agent")  nor  SM&R
    Capital  Funds, Inc. shall be  held liable for any  loss, liability, cost or
    expense for  acting in  accordance  with this  application, or  any  section
    thereof.  I/We certify that I/we have full right, power, authority and legal
    capacity to purchase shares and affirm that I/we have received and read  the
    Prospectus  and agree to its terms. Under penalties of perjury, I/we certify
    (1)  that  the  number  shown  on  this  form  is  my/our  correct  taxpayer
    identification   number  and  (2)  that  I/we  are  not  subject  to  backup
    withholding either because (a) I/we  are exempt from backup withholding,  or
    (b)  I/we have not been  notified by the Internal  Revenue Service that I/we
    are subject to backup  withholding as a  result of a  failure to report  all
    interest  or dividends, or  the Internal Revenue  Service has notified me/us
    that I/we are  no longer  subject to backup  withholding. If  you have  been
    notified  by the Internal Revenue Service  that you are currently subject to
    backup withholding, strike out phrase (2) above.
- --------------------------------------------------------------------------------
INDIVIDUAL (OR CUSTODIAN)                                                   DATE
- --------------------------------------------------------------------------------
CO-OWNER (OR CORPORATE OFFICER, PARTNER OR TRUSTEE)                         DATE
- --------------------------------------------------------------------------------
(IF APPLICABLE, TRUSTEE)                                                    DATE
- --------------------------------------------------------------------------------
(IF APPLICABLE, TRUSTEE)                                                    DATE
- --------------------------------------------------------------------------------
<PAGE>
9   REPRESENTATIVE INFORMATION

    / /  Yes, I  have completed  and attached  "Investor Suitability  Form"  new
    account information (Form 8045).

    / / Primary Series Account Only Information (Form 9354), if applicable.
    ----------------------------------------------------------------------------
      Representative Name (print)

     ---------------------------------------------------------------------------
      Representative Signature

     ---------------------------------------------------------------------------
      SM&R Representative Social Security Number
- --------------------------------------------------------------------------------
10   DEALER INFORMATION, if applicable

    ----------------------------------------------------------------------------
      Dealer Name

     ---------------------------------------------------------------------------
      Dealer Representative Name (print)                   Representative Number

     ---------------------------------------------------------------------------
      Dealer/Representative Signature

     ---------------------------------------------------------------------------
      SM&R Dealer Number (Internal Use Only)
<PAGE>
                             PRE-AUTHORIZED CHECK PLAN
                                   AUTHORIZATION
    I hereby authorize _________________________________________________________
                                           Name of bank               Branch
    of ________________________________________________________________ to honor
                         City                                 State

    pre-authorized checks drawn on me by SECURITIES MANAGEMENT & RESEARCH, INC.,
    One  Moody Plaza, Galveston, Texas 77550,  and to charge such checks against
    my checking account until further notice to you from me. I agree there  will
    be  no liability  incurred by  you for  payment or  non-payment of  any such
    checks drawn on me.
    _____________            ___________________________________________________
       Date                                 Signature of Customer

<TABLE>
  <S>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
                                                (To be completed by SM&R Home Office)
  ----------------------------------------------------------------------------------              ----------------------------------
                 Date first check to be deposited by SM&R                                                Transit Number
   32    31    30    29    28    27    26    25    24    23    22    21    20    19    18    17    16    15    14    13
</TABLE>

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

  Securities Management & Research, Inc. - One Moody Plaza - Galveston, Texas
                                     77550

                                 AUTHORIZATION

I hereby authorize SECURITIES MANAGEMENT & RESEARCH, INC. to deposit
pre-authorized checks:

<TABLE>
<S>                                           <C>
/ / Monthly                                   / / New Account
/ / Quarterly                                 / / Existing Account
/ /  7th                                      / / Bank Change
/ / 21st                                      / / Accumulation Account
/ / Growth Fund $ ------------                / / IRA Account
/ / Income Fund $ ------------                / / Profit Sharing Account
/ / Triflex Fund $ ------------               / / Pension Account
/ / Government Income Series $ ------------
/ / Tax Free Series $ ------------
$20 minimum per Fund.
/ / Primary Series $ ------------
$100 minimum investment.
</TABLE>

Credit to the Account of:
- ------------------------------------      ---------------------------
   Exact Name on Registration               Fund Account No.(s), if known
I agree that if, at  any time, such checks are  not honored for payment by  said
bank,  the pre-authorized check plan shall be discontinued. I further understand
that all shares purchased and credited to the above named are conditional, being
subject to checks being honored for payment by said bank.

- ------------------         ---------------------------------------
      Date                     Signature of Customer

 A "VOIDED" CHECK MUST BE ATTACHED TO REVERSE OF BOTTOM HALF OF AUTHORIZATION.

Form 8006
Rev. 8/93

<PAGE>

To: The bank named on the reverse side

In order to induce you  to comply with the request  of your customer to  provide
the  service authorized on the other side  of this card, Securities Management &
Research, Inc. of Galveston, Texas, (the "Company") undertakes and agrees:

(1) To indemnify you and hold harmless from any loss you may suffer as a  conse-
quence  of your action  resulting from or  in connection with  the execution and
issuance of  any check  or drafts,  whether  or not  genuine, purporting  to  be
executed  or issued by  or on behalf of  the Company and received  by you in the
regular course of  business for the  purpose of payment  in connection with  the
authorization  signed  by  your  depositors,  including  any  costs  or expenses
reasonably incurred in connection therewith. In the event that any such check or
drafts  should  be  dishonored,  whether  with  or  without  cause  and  whether
intentionally  or  inadvertently,  to indemnify  you  for any  loss  even though
dishonor results in the forfeiture of insurance.

(1) To refund to you  any amount erroneously paid by  you to the Company on  any
such check or draft if claim for the amount of such erroneous payment is made by
you  within twelve months of the date of check or drafts on which such erroneous
payment was made.

                                          Michael W. McCroskey, President

                                          Securities Management & Research, Inc.

Authorized in  a resolution  adopted by  the Board  of Directors  of  Securities
Management & Research, Inc., of Galveston, Texas on September 14, 1967.

                           STAPLE VOIDED CHECK BELOW

- --------------------------------------------------------------------------------
<PAGE>
INVESTOR SUITABILITY FORM
NEW ACCOUNT INFORMATION

This form must accompany all applications
to establish new accounts in the American
National Funds Group, SM&R Capital Funds, Inc.,
and other mutual funds
- --------------------------------------------------------------------------------
Date                     Registered Representative
- --------------------------------------------------------------------------------
Order
Received / / By Telephone / / By Letter / / In Person / / Other _________
- --------------------------------------------------------------------------------
A. BUY     Name of Security Being Purchased
                                                        Distribution Option
                                                        / / Cash (Indicate
____________ Shares or $ ____________ of ____________
                                                           / / Mo.  / / Qtrly
- ------------------------------
                                                           / / Semi-Annual)
                                                        / / Reinvest
B. SECURITIES REGISTRATION OF CUSTOMER
- --------------------------------------------------------------------------------
Name(s) and Age(s)

- --------------------------------------------------------------------------------
Address

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

<TABLE>
<S>                                                     <C>
Social Security No. (Individual, Joint Accounts         Taxpayer ID No. (Trust, Estate, Pension Trust,
Custodial Accounts for Minors)                          Corporation, Partnership, etc.)
</TABLE>

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

<TABLE>
<S>  <C>                        <C>                                  <C>                        <C>
C. SOURCE OF FUNDS FOR INVESTMENT
     A. / / Current Earnings    C. / / Gift or Inheritance           E. / / Death Benefit       G. / / Other Policy Proceeds
     B. / / Savings             D. / / Sale of Assets                F. / / Maturity Proceeds   H. / / ---------------------
</TABLE>

- --------------------------------------------------------------------------------
D. Is the Customer or proposed Customer employed by or associated with a member
of the NASD or NYSE?
    / / Yes  / / No
If he/she is, provide the name, address and phone number of the firm:

- --------------------------------------------------------------------------------
E.  PERTINENT ADDITIONAL INFORMATION (CHECK APPROPRIATE BOXES)

<TABLE>
<S>                                                             <C>
/ / Application Attached                                        / / Check Attached Payable To:
/ / Prototype Attached (IRA, TSA, Pension/Profit Sharing)
                                                                -------------------------------------------
/ / Letter of Intent Dated ------------ for $ ------------      / / Other ------------------------------------
/ / Signed Arbitration Agreement (reverse side.)
/ / Signed Statement of Refusal to Provide Financial Information, if applicable (reverse side.)
</TABLE>

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

<TABLE>
<S>                                               <C>
- ------------------------------------------------  ---------------------------------------------------------
Registered Representative's Signature             Personal Code Number

- ---------------------------------------           ---------------------------------------------------------
B/O--PSO#                                         Home Office Approval                       Date Received
</TABLE>

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

                    SIGNATURE REQUIRED ON THE REVERSE SIDE.
<PAGE>
INVESTMENT SUITABILITY--TO BE COMPLETED BY REGISTERED REPRESENTATIVE AND
INDIVIDUAL INVESTOR.

NASD  rules require the Registered Representative to have reasonable grounds for
believing that  any sale  is suitable  for the  customer. Therefore,  Registered
Representatives   are  required  to  make  inquiries  concerning  the  financial
condition of a  proposed purchaser (the  "Purchaser") of securities.  Purchasers
are  urged to  supply such  information so that  the representative  can make an
informed  judgment  as  to  the  suitability  for  a  particular  Purchaser   of
securities. However, Purchasers are not required to divulge such information. If
the  Purchaser chooses  not to  do so, the  Purchaser must  execute Statement of
Refusal to Provide Financial Information  below signifying his/ her refusal  and
acknowledge that the representative requested the suitability information.
1.  OCCUPATION _______________________ Phone No. Employer ______________________
    Name and Address of Employer _______________________________________________
    ____________________________________________________________________________

<TABLE>
<S>  <C>                             <C>                        <C>                             <C>
2.   TAX STATUS
     / / Single                      / / Head of Household      / / Married filing separate     / / Other --------------------
     / / Married filing joint        / / Corporation            return
     return or Qualifying widow(er)
         with dependent child
3.   MARITAL STATUS
     A. / / Married                  B. / / Single              C. / / Widowed
4.   DEPENDENTS
     A. / / Spouse                   B. / / Children: Ages --------------------                 C. / / --------------------
5.   PRIMARY PURPOSE OF INVESTMENT:
     INDIVIDUAL                                                 BUSINESS
     A. / / Education                D. / / Tax Shelter         A. / / Retirement Plan          D. / / Buy-Sell
     B. / / Savings                  E. / / ----------------    B. / / Key Man                  E. / / Depreciation Reserve
     C. / / Estate Plan                                         C. / / Deferred Compensation    F. / / --------------------
6.   SOURCE OF CLIENT:
     A. / / Referred Lead            C. / / Direct Mail Reply   E. / / Friend/Relative
     B. / / Advertising              D. / / Existing Client     F. / / ----------------
</TABLE>

<TABLE>
<S>  <C>                             <C>               <C>                             <C>             <C>
7.   PERSONAL INVESTMENT ATTITUDES
     Rank the following investment objectives from 1 to 6 with "1" being the most important and "6" being the least important.
     Safety of principal/income      (0-6) ---------   Speculation                     (0-6) ---------
     Moderate Growth                 (0-6) ---------   High Current Income             (0-6) ---------
     Aggressive Growth               (0-6) ---------   Tax Liability Reduction         (0-6) ---------
     Please indicate the Preferred Risk Level which best describes the risk-reward relationship with which you are generally most
     comfortable.
     (Check Only one.)
     Limited (L)  / /            Moderate (M)  / /            Higher (H)  / /
</TABLE>

<TABLE>
<S>  <C>  <C>
8.   PERSONAL INVESTMENT GOALS
     1.   Are you planning any major expenditure greater than 10% of your investment assets:
          a. Within the next year:    / / Yes  / / No    b. Within the next 5 years:    / / Yes  / / No    c. Within 5 to 10
          years:    / / Yes  / / No
     2.   Are you planning to provide for your children's higher education:      / / Yes  / / No
          If yes, what percent do you plan to provide: ----------------  (1% - 100%)
     3.   Are you concerned with having adequate income during retirement:      / / Yes    / / No
     4.   Are you responsible for the financial welfare of anyone other than your immediate family (i.e. alimony, child, or
          parental support, etc.)  / / Yes    / / No
</TABLE>

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

<TABLE>
<S>                          <C>                     <C>                              <C>
Estimated Annual Income      Estimated Net Worth     Life Insurance Face Amount       Is the applicant a policyholder of
$                            $                       $                                American National?
                                                                                      / / Yes        / / No
</TABLE>

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

STATEMENT OF REFUSAL TO PROVIDE FINANCIAL INFORMATION (SIGNATURES REQUIRED ONLY
IF INFORMATION NOT PROVIDED.)
I  fully  understand that  the Registered  Representative,  acting on  behalf of
Securities Management and  Research, Inc., has  requested the above  suitability
information  to determine  whether my purchase  of securities  is an appropriate
investment considering my financial condition. I refuse to provide the requested
information and by my/  our signature(s) below agree  not to seek rescission  of
the policy or mutual fund investment or damages based on its unsuitability.

<TABLE>
<S>                                                                             <C>
- ------------------------------------------------------------------------------  ----------------------------------------------------
Signature of Purchaser                                                          Signature Joint Owner (Must sign)
</TABLE>

PURCHASER AGREEMENT TO ARBITRATION (SIGNATURES REQUIRED FOR ALL ACCOUNTS
ESTABLISHED) THIS SECTION IS NOT APPLICABLE TO MISSOURI RESIDENTS.
This  agreement shall inure to the benefit of your successors and assigns, shall
be binding on the undersigned, his heirs, executors, administrators and assigns,
and shall be governed  by the laws of  the State of Texas.  I understand that  I
have  the right to any  dispute between us arising  under the federal securities
laws resolved through litigation in the courts. In lieu of using the courts,  we
may agree, after any such dispute has arisen, to settle it by arbitration before
an appropriate tribunal. However, I understand that any other dispute between us
arising out of any transaction or this agreement shall be settled by arbitration
before  the  National Association  of Securities  Dealers,  Inc., which  must be
commenced by a written  notice of intent to  arbitrate, judgment upon any  award
rendered may be entered in any appropriate court.

<TABLE>
<S>                                                                             <C>
- ------------------------------------------------------------------------------  ----------------------------------------------------
Signature of Purchaser                                                          Signature Joint Owner (Must sign)
Form 8045
Rev 2/92
</TABLE>
<PAGE>
  SM&R's  business holiday's are  Good Friday, Labor  Day, Thanksgiving Day, the
Friday following Thanksgiving Day, two (2) days at Christmas and New Years  Day.
If Christmas Day is a weekday other than Monday, Christmas Day and Christmas Eve
Day  are business holidays.  If Christmas Day  is Monday, Christmas  Day and the
preceding Friday will be business holidays. If Christmas Day is a Saturday,  the
preceding  Thursday and Friday will be business  holidays. If Christmas Day is a
Sunday, the preceding Friday and the following Monday will be business holidays.
If New Years Day is a Saturday  the preceding Friday will be a business  holiday
and  if  New Years  Day is  a Sunday  the  following Monday  will be  a business
holiday.

DETERMINATION OF OFFERING PRICE

  The offering price for shares of each Series is determined once each day  that
such  Series'  net asset  value  is determined.  Net  asset value  per  share is
determined by dividing the market value  of the securities owned by the  Series,
plus  any cash or other assets  (including dividends accrued but not collected),
less all liabilities of  such Series (including  accrued expenses but  excluding
capital  and surplus), by  the number of  shares of the  Series outstanding. Net
asset value  is currently  determined as  of  3:00 p.m.,  Central Time  on  each
business  day and  on any  other day in  which there  is a  sufficient degree of
trading in such Series' investment securities  that the current net asset  value
of  such Series' shares might be materially  affected by changes in the value of
its portfolio of  investment securities. Each  Series of the  Fund reserves  the
right to compute such Series' net asset value at a different time, or to compute
such  value  more  often than  once  daily  as provided  in  the  Fund's current
prospectus.

  The offering price for shares of the Government Income Series and the Tax Free
Series is that Series'  net asset value  plus the sales  charge computed at  the
rates set forth in the applicable tables below. Shares of the Primary Series may
be  purchased without a sales charge. Accordingly, the offering price for shares
of the Primary Series is  that Series' net asset  value. During such times  that
the  Primary Series is invested primarily  in commercial paper having maturities
of less  than sixty  (60)  days, the  offering price  for  such series  will  be
relatively  stable. However, even  during such times,  the Primary Series cannot
assure a dollar for dollar return on the amount invested.

  For a more complete description of the procedures involved in valuing  various
fund  assets,  see  "Offering  Price"  in  the  Fund's  Statement  of Additional
Information.

                                       17
<PAGE>
GOVERNMENT INCOME SERIES AND TAX FREE SERIES

<TABLE>
<CAPTION>
                                                                     (2)
                                             (1)              Sales Charge as a                 (3)
                                      Sales Charge as a         Percentage of          Discount to Selected
                                        Percentage of             Net Amount          Dealers as a Percentage
Amount of Investment                    Offering Price             Invested              of Offering Price
<S>                                 <C>                     <C>                     <C>
Less of $100,000                                4.5%                    4.7%                      4.0%
$100,000 but less than $250,000                 3.5%                    3.6%                      3.0%
$250,000 but less than $500,000                 2.5%                    2.6%                      2.0%
$500,000 but less than $1,000,000               1.5%                    1.5%                      1.0%
$1,000,000 but less than
$1,500,000                                      1.0%                    1.0%                      0.8%
$1,500,000 and over                             0.5%                    0.5%                      0.3%*
</TABLE>

* Such discount may result in such dealers being deemed to be underwriters for
purposes of the Securities Act of 1933.

  The reduced  sales charge  rates set  forth above  apply to  purchases of  the
Government  Income Series and  Tax Free Series, either  singly or in combination
with purchases of shares of the American National Funds Group at the  respective
sales charges applicable to each, made at one time by:

    (1) Any individual;

    (2)  Any individual, his  or her spouse, and  trusts or custodial agreements
        for their minor children;

    (3) A trustee  or fiduciary  of a single  trust estate  or single  fiduciary
        account.

  Purchases  in the  Government Income Series  will also receive  a reduction in
sales charge pursuant to the  rates set forth in  the table above for  purchases
either  singly  or  in combination  with  purchases  of shares  of  the American
National Funds Group at the respective sales charges applicable to each, made at
one time by:

    (1) Tax-exempt organizations specified in Sections 501(c)(3) or (13) of  the
        Internal Revenue Code, or employees' trusts, pension, profit-sharing, or
        other employee benefit plans qualified under Section 401 of the Internal
        Revenue Code; and

    (2) Employees or employers on behalf of employees under any employee benefit
        plan not qualified under Section 401 of the Internal Revenue Code.

  Furthermore,  purchases  by  any  "company"  or  employee  benefit  plans  not
qualified under Section 401  of the Internal Revenue  Code will qualify for  the
above  quantity  discounts only  if the  Government  Income Series  will realize
economies of scale in sales effort and sales related expenses as a result of the
employer's or the  plan's bearing  the expense  of any  payroll deduction  plan,
making  the  Fund prospectus  available  to individual  investors  or employees,
forwarding investments by such employees to the Fund, and the like.

MEMBERS OF ASSOCIATIONS

  The following breakpoints apply  to purchases made at  one time by members  of
non-profit  business, trade, professional or similar associations with an active
membership of at least 1,000 persons:

<TABLE>
<CAPTION>
                                             (1)                     (2)                        (3)
                                      Sales Charge as a       Sales Charge as a        Discount to Selected
                                        Percentage of         Percentage of Net       Dealers as a Percentage
Amount of Investment                    Offering Price         Amount Invested           of Offering Price
<S>                                 <C>                     <C>                     <C>
Less than $250,000                              3.5%                    3.6%                      3.0%
$250,000 but less than $500,000                 2.5%                    2.6%                      2.0%
$500,000 but less than $1,000,000               1.5%                    1.5%                      1.0%
$1,000,000 but less than
$1,500,000                                      1.0%                    1.0%                      0.8%
$1,500,000 and over                             0.5%                    0.5%                      0.3%*
</TABLE>

* Such discount may result in such dealers being deemed to be underwriters for
purposes of the Securities Act of 1933.

  All direct sales expenses, including the cost of prospectuses for  prospective
shareholders, are paid by SM&R, and no sales expense is borne by the Fund.

                                       18
<PAGE>
SPECIAL PURCHASE PLANS

  The  Fund  offers the  following services  to  its shareholders  to facilitate
investment in the Fund. At this time, there is no charge to the shareholder  for
these   services.   For   additional   information   contact   your   registered
representative or SM&R.

RIGHT OF  ACCUMULATION--Dollar  amount(s) of  shares  being purchased  plus  the
current  offering  value  of your  combined  holdings of  the  Government Income
Series, the  Tax  Free  Series  and  the  American  National  Funds  Group  (the
Government  Income Series,  the Tax  Free Series and  the funds  in the American
National Funds  Group, shall  be  collectively referred  to hereinafter  as  the
"Group").  Shareholders of the  Government Income Series or  the Tax Free Series
must, at the time of purchase, give their representative or SM&R a list of other
accounts maintained in  the Group  to qualify for  this privilege.  There is  no
retroactive  reduction of the sales charge for shares previously purchased. When
necessary, SM&R has the right to require verification of holdings to be included
in determining the applicable sales charge.

LETTER OF INTENT--An investor may immediately qualify for a reduced sales charge
on purchases of shares of the Group  by completing the Letter of Intent  section
of  the application. Under a Letter of Intent an investor expresses an intention
to invest during the next  13 months a specified amount  in the Group which,  if
made  at one time, would  qualify for a reduced  sales charge. A minimum initial
investment equal to ten percent (10%) of the amount necessary for the applicable
reduced sales  charge is  required when  a Letter  of Intent  is executed.  Five
percent  (5%) of the  total intended purchase  amount will be  held in escrow in
shares of the Group registered  in the investor's name  to assure that the  full
applicable  sales charge will be paid if the intended purchase is not completed.
Shares held in escrow under a Letter  of Intent are not subject to the  exchange
privilege  until the  Letter of  Intent is  completed or  canceled. A  Letter of
Intent does not represent a  binding obligation on the  part of the investor  to
purchase  or the  Group to sell  the full  amount of shares  specified. (See the
Investor's Letter of Intent on the  Application and "SPECIAL PURCHASE PLANS"  in
the Statement of Additional Information.)

GROUP  SYSTEMATIC INVESTMENT PLAN--A group of  5 or more employees may initially
invest a minimum of $100 ($20 per individual) in the Government Income Series or
Tax Free  Series  followed by  additional  payments of  at  least $20  for  each
individual investing under a single payroll deduction plan. Any such plan may be
terminated  by SM&R or the shareholder at  any time upon sixty (60) days written
notice.

PURCHASES AT  NET ASSET  VALUE--After written  request to  SM&R, shares  of  the
Government  Income Series and  the Tax Free  Series may be  sold without a sales
charge to: (a) present and  retired directors, officers and full-time  employees
of   the  Fund;  (b)   present  and  retired   directors,  officers,  registered
representatives and full-time employees of  SM&R and their spouses; (c)  present
and  retired officers, directors,  insurance agents and  full-time employees and
their spouses  of American  National and  its subsidiaries  and its  "affiliated
persons,"  as  defined  in  the  Investment Company  Act  of  1940,  and  of any
corporation  or  partnership  for  which  any  of  American  National's  present
directors  serve as a  director or partner,  and their spouses;  (d) present and
retired partners and full-time employees of  legal counsel to SM&R and  officers
and  directors of any professional corporations which are partners of such legal
counsel and their spouses; (e) any trust, pension, profit-sharing, IRA or  other
benefit  plan for any of  such persons mentioned in (a),  (b), (c) or (d), their
spouses or their minor  children; (f) custodial accounts  for minor children  of
such  persons mentioned in (a), (b), (c) or (d) pursuant to the Uniform Gifts to
Minors or Uniform  Transfers to  Minors Acts; (g)  persons who  have received  a
distribution from a pension, profit-sharing or other benefit plan, to the extent
such  distribution  represents the  proceeds of  a redemption  of shares  of the
Government Income Series  and/or any fund  in the Group;  (h) persons  receiving
rebated  amounts through ANPAC's "Cash Back  Program" to the extent the proceeds
represent the  amount of  the rebate  and  (i) trust  companies and  bank  trust
departments for funds over

                                       19
<PAGE>
which  they exercise exclusive discretionary  investment authority or they serve
as a  directed trustee  and which  are held  in a  fiduciary, agency,  advisory,
custodial or similar capacity.

  Shares  of the Tax Free  Series may also be  purchased without a sales charge,
upon proper notification to  SM&R, by those individuals  mentioned in (a),  (b),
(c), (d), (g), (h) and (i) above.

PRE-AUTHORIZED  CHECK PLANS--An  investor may  invest in  shares of  each Series
through the use of a pre-authorized check plan ($20 dollars or more in the  case
of  investments in  the Government  Income Series and  Tax Free  Series and $100
dollars or  more  in  the case  of  investments  in the  Primary  Series).  Such
purchases  are processed  on or about  the 7th and  21st of each  month and each
investor may invest  in up to  five different  accounts in the  Group on  either
date.  Such purchases will enable an investor in the Government Income Series to
lower his or her average  cost per share through  the principle of "dollar  cost
averaging".  As  discussed earlier,  (See DETERMINATION  OF OFFERING  PRICE) the
Primary Series may have a relatively stable price per share. During such  times,
the  benefits of "dollar  cost averaging" may  not be available  to investors in
such Series.  (See  "SPECIAL PURCHASE  PLANS"  in the  Statement  of  Additional
Information.)

EXCHANGE  PRIVILEGE--SM&R desires to make it  convenient for all shareholders to
exchange from one Series  to another within the  Fund and the American  National
Funds  Group without the  payment of an  exchange fee. However,  some Series and
some members of the American National  Funds Group have no sales charges  and/or
variable  sales charges which complicates the  exchange process. In an effort to
simplify the procedure, but  at the same time  consistently treat all  investors
the same, the following rules and procedures have been adopted.

  Shares  held in accounts opened for more than one (1) year may be exchanged on
the basis of  their respective net  asset values, without  a sales charge.  This
privilege is only available in states where the various members of the Group are
registered  and the exchange may be legally  made. The Exchange Privilege is not
available to shareholders of the Primary Series.

  Shares of any Series or fund held in  escrow under a Letter of Intent are  not
eligible  for the exchange privilege and will  not be released unless the Letter
of Intent balance  invested during the  period equals or  exceeds the Letter  of
Intent amount or the shareholder requests, in writing, that the Letter of Intent
be canceled and adjustments made prior to the exchange.

  Shares  of the  Primary Series  acquired through an  exchange from  one of the
members of  the Group  and  all additional  shares acquired  through  reinvested
dividends on such exchanged shares may be RE-EXCHANGED for shares of the members
of  the Group. RE-EXCHANGES may  not be effected through  the use of the Primary
Series check  writing  option.  (See "Check  Writing  Option")  The  RE-EXCHANGE
privilege  may not be  used to avoid  payment of a  differential in sales charge
between the members of the Group.

  To effect an exchange or re-exchange (a) a prospectus must be provided to  the
investor  covering the shares to be taken in exchange; (b) written authorization
requesting the exchange and advising that such exchange is eligible for  reduced
or  no sales charges  must be received  by SM&R; (c)  an appropriate application
must be completed if an account does  not presently exist in the Series or  fund
shares  being exchanged  to; and  (d) the amount  being exchanged  must at least
equal the  minimum  initial  or  subsequent  investment  amounts,  whichever  is
applicable.  SM&R reserves the right, upon sixty (60) days prior written notice,
to restrict the  frequency of or  to otherwise modify,  condition, terminate  or
impose additional charges upon the exchange privilege. Furthermore, the exchange
of  a Series or fund  shares may constitute a sale  of shares which represents a
taxable event.

  Any gain or loss realized  on such an exchange  may be recognized for  federal
and  state income tax purposes. The investor  should consult its own tax adviser
for the treatment of exchanges for tax purposes.

                                       20
<PAGE>
RETIREMENT PLANS

  The following retirement  plans may be  funded with shares  of the  Government
Income  Series  or the  Primary Series:  Individual Retirement  Accounts (IRAs);
Simplified Employee Pension Plans (SEPs);  403(b) Custodial Accounts (TSAs)  and
corporate  retirement plans. Information concerning IRAs  and TSAs and the forms
necessary to adopt  such plans, can  be obtained by  contacting your  registered
representative  or calling SM&R. A regular  Fund application should be used when
establishing a corporate retirement plan. The minimum initial purchase for  each
Series is $100. The minimum subsequent purchase is $20 for the Government Income
Series  and $100 for the  Primary Series. SM&R acts  as trustee or custodian for
IRAs, SEPs and  TSAs for  the Fund.  An annual custodial  fee of  $7.50 will  be
charged  for any part of a calendar year in which an investor has an IRA, SEP or
TSA in the Fund and will be automatically deducted from each account.  Documents
and  forms containing detailed  information regarding these  plans are available
from your representative or  SM&R. An individual  considering a retirement  plan
may wish to consult with an attorney or tax adviser.

  Because  IRAs, SEPs, TSAs, other tax  exempt persons and other qualified plans
are exempt from  federal income tax,  they will  be unable to  benefit from  the
general  tax-exempt nature  of the  Tax Free  Series. Accordingly,  the Tax Free
Series is not generally considered to be suited for such plans or persons.

DIVIDENDS AND DISTRIBUTIONS

  The Government  Income  Series  and  Tax Free  Series  will  declare  and  pay
dividends  from net  investment income  monthly and  net realized  short-term or
long-term capital gains, if any, annually.

  At 3:00 p.m., Central Time, on each day that the Exchange is open for  trading
other  than SM&R's  business holidays described  above, the  Primary Series will
declare a dividend of all of  its net investment income to shareholders  already
of record. Such dividends will be paid monthly.

  Unless  the  shareholder  elects  otherwise  in  writing  to  SM&R  or  on the
application, dividends and capital gains will be automatically reinvested in the
shareholder's account in additional shares of the respective Series making  such
distribution.  Such reinvestment  will be  made at  the net  asset value  on the
distribution date, without sales charge. Dividends and capital gains declared in
December to shareholders of  record in December and  paid the following  January
will be taxable to shareholders as if received in December. This is a convenient
way  to accumulate additional shares and  maintain or increase the shareholder's
earning base. Of course, any shares so acquired remain at market risk.

  Shareholders have  the right  to change  their election  with respect  to  the
receipt  of distributions by notifying SM&R in writing, but any such change will
be effective only as to distributions for which the record date is seven or more
business days after SM&R has received the shareholder's written request.

  In order to be entitled to a  dividend, an investor must have acquired  shares
of  a series prior  to the close of  business on the  record date. A shareholder
should be cautioned, however, before  purchasing shares of a series  immediately
prior  to a distribution. Dividends and distributions  paid by the Fund have the
effect of reducing net asset value per share on the record date by the amount of
the payment. Therefore, a dividend or  distribution of record shortly after  the
purchase of shares by an investor represents in substance, a return of capital.

TAXES

  Each Series of the Fund is treated as a separate entity for federal income tax
purposes.  The Fund has elected to be  treated as a regulated investment company
under Subchapter M of the  Code. The Fund intends to  distribute all of its  net
investment  income and  net realized capital  gains to shareholders  in a timely
manner, therefore, it  is not expected  that the  Fund will be  required to  pay
federal income taxes.

  For  federal income  tax purposes, any  income dividends  derived from taxable
investments which the shareholder receives from such Series of the Fund, as well
as any distributions  derived from net  short-term capital gain  are treated  as
ordinary income

                                       21
<PAGE>
whether  the shareholder has  elected to receive  them in cash  or in additional
shares. Distributions derived from net long-term capital gain will be taxable as
long-term capital gains  regardless of the  length of time  the shareholder  has
owned  such  Series' shares  and regardless  of  whether such  distributions are
received in cash or in additional  shares. In determining the amount of  capital
gains,  if any, available for distribution, net capital gains are offset against
available net capital losses, if any, carried forward from previous years.

  The Tax  Free  Series expects  the  dividends  it pays  to  shareholders  from
interest  on municipal securities generally to be exempt from federal income tax
because the  Series intends  to  satisfy certain  requirements of  the  Internal
Revenue  Code,  as  amended.  Such exempt-interest  dividends  are  derived from
interest income  exempt from  regular federal  income tax,  and not  subject  to
regular  federal  income tax  for the  Series' shareholders.  Shareholders will,
however, be required to disclose on  their federal income tax return the  amount
of  tax-exempt  interest  earned  during  the  year,  including  exempt-interest
dividends received.

  Current federal tax law limits the  types and volume of securities  qualifying
for  the federal income tax exemption of  interest and makes interest on certain
tax-exempt securities and distributions by the Tax Free Series of such  interest
a  tax preference item for purposes  of the individual and corporate alternative
minimum tax. All exempt-interest dividends may affect a corporate  shareholder's
alternative  minimum tax liability. Current federal  tax law may also affect the
availability of municipal obligations for investment by the Series and the value
of the Series' portfolio.

  Redemptions and exchanges  of shares in  each Series of  the Fund are  taxable
events  on which a shareholder  may realize a gain  or loss. Shareholders of the
Tax Free Series should  be careful about redeeming  shares immediately prior  to
the  record date  of an  "exempt-interest dividend"  because the  redemption may
cause the shareholder to  realize a taxable  gain even though  a portion of  the
redemption proceeds may represent a pro rata share of tax exempt interest earned
by  the Series. Shareholders  should consult with  their tax advisers concerning
the tax reporting requirements in effect  on the redemption or exchange of  such
shares.

  The Fund may be required to report to the Internal Revenue Service ("IRS") any
taxable  dividends  or  other  reportable  payment  (including  share redemption
proceeds) and withhold 31%  of any such payments  made to individuals and  other
non-exempt  shareholders who have not provided a correct taxpayer identification
number and made certain required certifications that appear in the  Application.
A  shareholder may also be subject to backup  withholding if the IRS or a broker
notifies the Fund that the number  furnished by the shareholder is incorrect  or
that   the   shareholder  is   subject  to   backup  withholding   for  previous
under-reporting of interest or dividend income.

  Shareholders who are not U.S. persons for purposes of federal income  taxation
should  consult with their financial or tax advisors regarding the applicability
of U.S. withholding taxes to distributions received by them from the Fund.

  Many states grant tax-free status to dividends paid to shareholders of  mutual
funds  from interest income  earned by the  fund from direct  obligations of the
U.S. Government, subject in some states to minimum investment requirements  that
must be met within the fund.

  At  the  end of  each calendar  year,  the Fund  will advise  its shareholders
regarding the tax  status of all  distributions made during  each taxable  year,
including  the portion  of the dividends  which comprise  taxable income, exempt
income and interest income that is  a tax preference item under the  alternative
minimum  tax. Shareholders should consult their own tax advisers with respect to
the application of their state and  their local tax laws to these  distributions
and redemption proceeds received from the Fund. Additional information regarding
taxation is included in the Statement of Additional Information.

  IMPORTANT:  The Fund reserves the  right to (1) refuse  to open an account for
any person failing  to provide  a taxpayer identification  number, certified  as
correct  and (2) close an  account by redeeming its shares  in full, at the then
current net asset value,

                                       22
<PAGE>
upon receipt of  notice from  the IRS  that the  taxpayer identification  number
certified as correct by the shareholder is in fact incorrect.

HOW TO REDEEM

  Shares  of the Fund will be redeemed at  the net asset value determined on the
date the request is  received by SM&R  in "Proper Form",  as defined in  "PROPER
FORM"  below, at no charge. A redemption request must be addressed to Securities
Management and Research,  Inc., One  Moody Plaza, 14th  Floor, Galveston,  Texas
77550.

  If  uncertain of the  redemption requirements, investors  should call or write
SM&R. Payment will be made as soon as practicable and normally within seven days
after receipt of a redemption request in Proper Form.

  If the shares being  redeemed were purchased by  wire, certified check,  money
order,  or  other  immediately  available  funds,  redemption  proceeds  will be
available immediately. For shares purchased  by non-guaranteed funds (such as  a
personal  check), the Fund  reserves the right  to hold the  proceeds until such
time as the Fund has received assurance that an investment check has cleared the
bank on which it was drawn.

SYSTEMATIC  WITHDRAWAL  PLAN--The  Fund   has  a  Systematic  Withdrawal   Plan,
("Withdrawal  Account") which  permits shareholders  having an  account value of
$5,000 or  more to  automatically withdraw  a  minimum of  $50 monthly  or  each
calendar  quarter. The Fund and SM&R  discourage shareholders from maintaining a
Withdrawal Account while concurrently purchasing shares of the Government Income
Series or the Tax Free Series because of the sales charge involved in additional
purchases. Dividends  and  capital  gains distributions  will  automatically  be
reinvested in additional shares at net asset value. As with other redemptions, a
withdrawal  payment is  a sale for  federal income tax  purposes. The Systematic
Withdrawal Plan will  automatically terminate  if all shares  are liquidated  or
withdrawn  from the account.  Certificates are not  issued for shares  held in a
Withdrawal Account  and certificates  held,  if any,  must be  surrendered  when
shares  are transferred to a Withdrawal Account.  No account covered by a Letter
of Intent can be changed to a Systematic Withdrawal Plan until such time as  the
Letter  of  Intent  is fulfilled  or  terminated,  nor can  an  account  under a
Systematic Withdrawal Plan be placed under a Letter of Intent.

REINVESTMENT PRIVILEGE--Within ninety (90) days of a redemption (sixty (60) days
for qualified plans),  a shareholder may  invest all or  part of the  redemption
proceeds  in shares of any of  the funds managed by SM&R  at the net asset value
next computed  after receipt  of the  proceeds  to be  reinvested by  SM&R.  The
shareholder  must ask SM&R for this privilege at the time of reinvestment. Prior
to reinvestment of redemption proceeds,  a shareholder is encouraged to  consult
with  his accountant or tax advisor  to determine any possible tax ramifications
of such a transaction.  Each fund managed  by SM&R may  amend, suspend or  cease
offering  this privilege at any time as to shares redeemed after the date of the
amendment, suspension or cessation.

  For  further   information  about   the  "Systematic   Withdrawal  Plan"   and
"Reinvestment Privilege", contact a registered representative or SM&R.

"PROPER FORM"--means the request for redemption must include:

1.  your share certificates, if issued;

2.   your  letter of  instruction or a  stock assignment  specifying the Series,
    account number, and number of shares  or dollar amount to be redeemed.  Both
    share  certificates and stock powers, if  any, must be endorsed and executed
    exactly  as  the  Series  shares  are  registered.  It  is  suggested   that
    certificates be returned by certified mail for the investor's protection;

3.  any required signature guarantees (see "Signature Guarantees" below); and

4.    other supporting  legal documents,  if  required in  the case  of estates,
    trusts, guardianships, divorce, custodianships, corporations,  partnerships,
    pension or profit sharing plans, retirement plans and other organizations.

                                       23
<PAGE>
Please  keep in mind that as a  shareholder, it is your responsibility to ensure
that all requests are submitted to the Fund's transfer agent in Proper Form  for
processing.

SIGNATURE   GUARANTEES--This  guarantee   carries  with   it  certain  statutory
warranties which  are relied  upon  by the  transfer  agent. This  guarantee  is
designed to protect the investor, the Fund, SM&R and its representatives through
the  signature  verification  of each  investor  wishing to  redeem  or exchange
shares. Examples of  when signature must  guarantees are required  are: (1)  the
proceeds  of the redemption exceed $25,000; (2) the proceeds (in any amount) are
to be paid to someone OTHER THAN the registered owner(s) of the account; (3) the
proceeds (in  any  amount)  are  to  be sent  to  any  address  OTHER  THAN  the
shareholder's address of record, pre-authorized bank account or exchanged to one
of  the other funds managed  by SM&R; (4) share  certificates, if the redemption
proceeds are  in excess  of  $25,000; or  (5) the  Fund  or its  transfer  agent
believes  a signature guarantee would protect  against potential claims based on
the transfer instructions,  including, when (a)  the current address  of one  or
more  joint owners of an account cannot be confirmed, (b) multiple owners have a
dispute or give inconsistent instructions, (c)  the Fund or transfer agent  have
been  notified of an adverse claim, (d) the instructions received by the Fund or
transfer agent are given by an agent, not the actual registered owner, (e) it is
determined that joint owners who are married to each other are separated or  may
be subject to divorce proceedings, or (f) the authority of a representative of a
corporation,  partnership, association or other  entity has not been established
to the satisfaction of the Fund or transfer agent.

  Acceptable guarantees can be obtained from an "eligible guarantor institution"
as defined in rules adopted by the Securities and Exchange Commission.  Eligible
guarantor  institutions  include banks,  brokers, dealers,  municipal securities
dealers or brokers, government securities  dealers or broker, credit unions  (if
authorized   under  state   law),  national   securities  exchanges,  registered
securities associations  and institutions  that  participate in  the  Securities
Transfer  Agent  Medallion  Program  ("STAMP")  or  other  recognized  signature
guarantee medallion  program  or an  SM&R  representative who  has  executed  an
agreement  and  received  authorization  from  SM&R.  IMPORTANT:  Witnessing  or
notarization is not sufficient.

TEXAS OPTIONAL RETIREMENT  PROGRAM GOVERNMENT INCOME  SERIES AND PRIMARY  SERIES
ONLY--Redemption  of shares in any account  established under the Texas Optional
Retirement Program may not be redeemed unless satisfactory evidence is  received
by  SM&R from the state that one of the following conditions exist. (1) death of
the employee; (2) termination of service with the employer; or (3) retirement of
employee.

EXPEDITED TELEPHONE REDEMPTION  PRIMARY SERIES  ONLY--Shareholders redeeming  at
least   $1,000  of  the  Primary  Series  may  redeem  by  telephoning  SM&R  at
1-800-231-4639. An authorization form  must have been  completed and filed  with
SM&R  before a  telephone redemption  request will  be honored.  To minimize the
risks associated with telephone redemptions, telephone redemptions will only  be
made  after the caller  has provided the shareholder's  account number and other
information deemed appropriate by the transfer agent. To further reduce the risk
of an attempted fraudulent  use of the  telephone redemption procedure,  payment
will  only  be  made by  check  to either  the  bank account  designated  on the
authorization form or, at the shareholder's direction, to purchase shares of one
or more of the other American National Funds for the shareholder's account  with
an identical registration.

  A  check will  be mailed  on the  next business  day following  receipt of the
telephone request. There is  no charge for this  service unless the  shareholder
requests that the redemption proceeds be wired as provided below.

EXPEDITED  WIRE REDEMPTION PRIMARY SERIES  ONLY--Shareholders redeeming at least
$1,000 of  the  Primary  Series  and who  have  filed  an  expedited  redemption
authorization  form  with SM&R,  may  at the  time  of redemption,  request that
Federal Funds be wired to the  bank designated on the form. Redemption  proceeds
will normally be wired on the

                                       24
<PAGE>
next  banking day following  receipt of the redemption  request. However, if the
request is received  after 3:00 p.m.,  Central Time, proceeds  normally will  be
wired  no later than  the second banking  day following receipt  of the request.
There  is  a  $8.00  per  transaction  fee  for  this  service  which  will   be
automatically  deducted from the shareholder's account and the fee is subject to
change without  further  notice.  Subject  to  compliance  with  the  same  risk
minimizing   procedures  utilized  in   expedited  telephone  redemptions,  SM&R
currently  permits  shareholder's  to  request  expedited  wire  redemptions  by
telephone.

  Despite  the  precautions stated  above,  shareholders electing  the telephone
redemption option and  having the option  of using the  telephone to request  an
expedited  wire redemption are giving  up a measure of  security that they would
have if they were to redeem their shares or request an expedited wire redemption
only in  writing. If  SM&R does  not follow  the above  procedures, the  Series'
and/or SM&R may be liable for any losses arising from such activity.

CHECK WRITING OPTION PRIMARY SERIES ONLY--A check writing option is available in
connection  with the Primary Series  to investors having $1,000  or more of such
Series. $250 is the  minimum check amount under  the check writing option.  This
option  is not available on IRA's, SEP's or TSA's. Shareholders wishing to avail
themselves of this option must complete the check writing option signature  card
in  the prospectus. After  obtaining specimen signatures  and the fully executed
card, SM&R will  order checks  and arrange for  the shareholder's  checks to  be
honored  by a bank. Investments made by personal check or third party check will
be held for  fifteen (15) business  days following the  investment during  which
time  checks may not be drawn on the amount of such investment. This service may
be terminated  or  suspended or  additional  charges  may be  imposed  for  this
service.  Shareholders will  be provided the  initial checkbook  free of charge.
There will be a $5 fee for re-orders. Shareholders will be allowed to write  ten
(10) checks free each calendar quarter.

  When  a check is presented for payment, SM&R, as the shareholder's agent, will
cause the Fund to redeem  a sufficient number of  full and fractional shares  to
cover  the amount  of the  check. Shareholders will  continue to  be entitled to
dividends on their  shares up to  the time the  check is presented  to SM&R  for
payment. If the amount of the check is greater than the value of the shares held
in  the shareholder's account  for more than  fifteen (15) business  days at the
time the check is presented for payment, the check will be returned to the payee
as not being covered by sufficient funds, and the shareholder will be subject to
extra charges as a result.

NOTE: The Fund reserves the right to redeem shares in any account (which will be
promptly paid to the shareholder) if, due to your redemptions, the value of your
account falls below $100  in the case  of the Government  Income Series and  Tax
Free Series or $1,000 in the Primary Series. You will be notified that the value
of your account is less than the required minimum indicated above and allowed at
least  60 days to  make an additional  investment to increase  the value of your
account above the required minimum.

  Additionally, the Fund reserves the right to close a Tax-Sheltered  Retirement
Plan  Account if there have been no investments in the account during the twelve
months prior to notification and  the net asset value is  less than $100 in  the
case of the Government Income Series or $1,000 in the Primary Series. Retirement
plan  participants will be notified that the value of their account is less than
the required  minimum indicated  above and  allowed twelve  months to  make  the
minimum  number  of  investments  necessary  to  meet  the  minimum  through the
appropriate investment means.  The Board of  Directors may, from  time to  time,
change such required minimum investment.

OTHER INFORMATION CONCERNING THE FUND

SHARING  OF FUND  EXPENSES.   Each Series bears  its proportionate  share of the
Fund's general  expenses  not susceptible  of  direct allocation.  Such  general
expenses  include the Fund's organizational  expenses, directors' fees and joint
fidelity  bonds,  which  are   pro-rated  based  on   the  relative  amount   of

                                       25
<PAGE>
each  Series' assets, and prospectus and  shareholder report expenses, which are
pro-rated  based  on   the  relative  number   of  each  Series'   shareholders.
Organizational expenses for the Tax-Free Series were paid by the adviser.

AUTHORIZED  STOCK.   The authorized  capital stock of  the Fund  consists of Two
Hundred Million (200,000,000) shares,  par value $.01 per  share. The shares  of
capital  stock  are  divided into  three  Series: the  Government  Income Series
(50,000,000 shares), the Primary  Series (100,000,000 shares)  and the Tax  Free
Series  (50,000,000 shares).  The shares  of each  Series, when  issued, will be
fully paid and non-assessable,  will have no conversion  or similar rights,  and
will be freely transferable.

  Each  share of stock will have a pro-rata interest in the assets of the Series
to which the stock of that class relates and will have no interest in the assets
of any other  Series. Holders of  shares of  any Series are  entitled to  redeem
their shares as set forth under HOW TO REDEEM.

VOTING  RIGHTS.   Within the  respective Series,  all shares  have equal voting,
participation and  liquidation rights,  but  have no  subscription,  preemptive,
conversion or cumulative voting rights.

  On  certain matters,  such as  the election of  directors, all  shares of each
Series vote  together,  with  each  share having  one  vote.  On  other  matters
affecting  a  particular Series,  such as  the  Investment Advisory  Contract or
fundamental investment  policies, only  shares of  that Series  are entitled  to
vote,  and a majority of the shares of  that Series are required for approval of
the proposal.

ADDITIONAL INFORMATION.    This  Prospectus  and  the  Statement  of  Additional
Information referred to on the cover page do not contain all the information set
forth in the registration statement, certain portions of which have been omitted
pursuant to the rules and regulations of the Securities and Exchange Commission.
The  omitted information may be obtained  from the Commission's principal office
in Washington, D.C., upon payment of the fees prescribed by the Commission.

  For further information, shareholders may also contact SM&R, whose address and
phone number are set forth on the cover of this Prospectus.

                                       26
<PAGE>
- --------------------------------------------------------------------------------

APPENDIX
(Description of Ratings Used in Prospectus)
- --------------------------------------------------------------------------------

BOND RATINGS

  Description of Standard & Poor's Corporation's bond rating:

AAA   Bonds rated "AAA" have the highest rating assigned by Standard & Poor's to
      debt obligation. Capacity to pay interest and repay principal is extremely
      strong.
AA    Bonds rated "AA"  have a very  strong capacity to  pay interest and  repay
      principal and differ from the highest rated issues only in a small degree.
A     Bonds rated "A" have a strong capacity to pay interest and repay principal
      although  they are  somewhat more  susceptible to  the adverse  effects of
      changes in  circumstances and  economic conditions  than bonds  in  higher
      rated categories.
BBB   Bonds  rated  BBB  are regarded  as  having  an adequate  capacity  to pay
      interest and  repay  principal.  Whereas they  normally  exhibit  adequate
      protection  parameters,  adverse economic  conditions or  changing circum-
      stances are more likely to lead to a weakened capacity to pay interest and
      repay principal for bonds in this category than for bonds in higher  rated
      categories.
BB,B  Bonds  rated BB, B are regarded,  on balance, as predominately speculative
      with respect to capacity to pay interest and repay principal in accordance
      with the terms of  the obligation. While such  debt will likely have  some
      quality  and  protective characteristics,  these  are outweighed  by large
      uncertainties or major risk exposures to adverse conditions.

  Description of Moody's Investor's Service, Inc.'s
bond ratings:

Aaa   Bonds which are rated  "Aaa" are judged  to be of  the best quality.  They
      carry the smallest degree of investment risk and are generally referred to
      as  "gilt-edge".  Interest payments  are  protected by  a  large or  by an
      exceptionally stable margin  and principal  is secure.  While the  various
      protective  elements  are  likely  to  change,  such  changes  as  can  be
      visualized are most unlikely to  impair the fundamentally strong  position
      of such issues.
Aa    Bonds  which  are rated  "Aa"  are judged  to be  of  high quality  by all
      standards. Together with the Aaa  group, they comprise what are  generally
      known  as high-grade bonds. They  are rated lower than  the best bonds be-
      cause margins of  protection may  not be as  large as  in Aaa  securities,
      fluctuation  of protective elements may be  of greater amplitude, or there
      may be  other  elements present  which  make the  long-term  risks  appear
      somewhat greater than in Aaa securities
A     Bonds which are rated "A" possess many favorable investment attributes and
      are  to be  considered as upper  medium grade  obligations. Factors giving
      security to principal  and interest are  considered adequate but  elements
      may  be present which  suggest a susceptibility  to impairment sometime in
      the future.
Baa   Bonds which  are rated  Baa are  considered as  medium grade  obligations,
      i.e.,  they  are neither  highly  protected nor  poorly  secured. Interest
      payments and  principal  security appear  adequate  for the  present,  but
      certain  protective elements may  be lacking or  may be characteristically
      unreliable over any

                                       27
<PAGE>
<TABLE>
<S>   <C>
      great  length   of   time.   Such  bonds   lack   outstanding   investment
      characteristics and in fact have speculative characteristics as well.
Ba    Bonds  which are rated  Ba are judged to  have speculative elements; their
      future cannot  be considered  as  well assured.  Often the  protection  of
      interest  and principal payments may be very moderate and thereby not well
      safeguarded during both good and bad times over the future. Uncertainty of
      position characterizes bonds in this class.
B     Bonds which are rated  B generally lack  characteristics of the  desirable
      investment. Assurance of interest and principal payments or of maintenance
      of other terms of the contract over any long period of time may be small.
</TABLE>

  Description of Fitch Investors Service bond ratings:

AAA   Bonds considered to be investment grade and of the highest credit quality.
      The  obligor has an exceptionally strong ability to pay interest and repay
      principal, which  is unlikely  to be  affected by  reasonably  foreseeable
      events.
AA    Bonds  considered to be investment grade  and of very high credit quality.
      The obligor's ability to pay interest and repay principal is very  strong,
      although  not quite as strong as bonds rated "AAA". Because bonds rated in
      the  "AAA"  and  "AA"  categories  are  not  significantly  vulnerable  to
      foreseeable  future  developments,  short-term debt  of  these  issuers is
      generally rated "F-1+".
A     Bonds considered to be  investment grade and of  high credit quality.  The
      obligor's  ability to pay interest and repay principal is considered to be
      strong, but  may  be  more  vulnerable  to  adverse  changes  in  economic
      conditions and circumstances than bonds with higher ratings.
BBB   Bonds  considered  to  be  investment  grade  and  of  satisfactory credit
      quality. The  obligor's ability  to pay  interest and  repay principal  is
      considered to be adequate. Adverse changes in economic conditions and cir-
      cumstance, however, are more likely to have adverse impact on these bonds,
      and  therefore impair timely  payment. The likelihood  that the ratings of
      these bonds will  fall below investment  grade is higher  than bonds  with
      higher ratings.

MUNICIPAL NOTE RATINGS

  Description of Moody's Investor Service Inc.'s municipal note ratings:

MIG-1/VMG1  Notes  are  of  the  best quality  enjoying  strong  protection from
            established  cash  flows  of  funds  for  their  servicing  or  from
            established  and broad- based access  to the market for refinancing,
            or both.
MIG-2/VMG2  Notes are  of  high  quality,  with  margins  of  protection  ample,
            although not so large as in the preceding group.
MIG-3/VMG3  Notes are of favorable quality, with all security elements accounted
            for,  but lacking the  undeniable strength of  the preceding grades.
            Market access for refinancing, in  particular, is likely to be  less
            well established.
MIG-4/VMG3  Notes  are of  adequate quality,  carrying specific  risk but having
            protection and not distinctly or predominantly speculative.

  Description of Standard and Poor's municipal note ratings:

  Until June 29, 1984,  S&P used the  same rating symbols  for notes and  bonds.
After  June 29, 1984, for  new municipal note issues due  in three years or less
the ratings below usually  will be assigned. Notes  maturing beyond three  years
will most likely receive a bond rating of the type recited above.

SP-1  Issues  carrying this designation have a very strong or strong capacity to
      pay principal  and interest.  Issues  determined to  possess  overwhelming
      safety characteristics will be given a "plus" (+) designation.

                                       28
<PAGE>
<TABLE>
<S>   <C>
SP-2  Issues  carrying  this designation  have  a satisfactory  capacity  to pay
      principal and interest.
</TABLE>

COMMERCIAL PAPER RATINGS

  Description of Standard & Poor's Corporation's three highest commercial  paper
ratings:

  Commercial  paper rated "A" by Standard & Poor's Corporation has the following
characteristics: Liquidity  ratios  are  adequate  to  meet  cash  requirements.
Long-term senior debt is generally rated "A" or better. The issuer has access to
at least two additional channels of borrowing. Basic earnings and cash flow have
an  upward trend with  allowance made for  unusual circumstances. Typically, the
issuer's industry  is well  established and  the issuer  has a  strong  position
within the industry. the reliability and quality of management are unquestioned.
Relative  strength  or  weakness  of the  above  factors  determine  whether the
issuer's commercial  paper  is  rated  A-1,  A-2 or  A-3.  A-1  is  the  highest
commercial  paper rating assigned  by Standard & Poor's  Corporation. A-2 is the
second highest of such ratings.

  Description of  Moody's Investors  Service,  Inc.'s three  highest  commercial
paper ratings:

  Among  the factors considered by Moody's  Investors Service, Inc. is assigning
commercial paper ratings are the following: (1) evaluation of the management  of
the  issuer; (2) economic evaluation of  the issuer's industry or industries and
an appraisal of the risks which may be inherent in certain areas; (3) evaluation
of the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings  over
a  period  of ten  years; (7)  financial strength  of a  parent company  and the
relationships which exist with the issuer; and (8) recognition of the management
of obligations which may be present or may arise as a result of public  interest
questions  and  proportions to  meet such  obligations. Relative  differences in
strength and weakness in respect to  these criteria would establish a rating  in
one  of three classifications;  P-1, P-2 or  P-3. P-1 is  the highest commercial
paper rating  assigned by  Moody's Investors  Service, Inc.  P-2 is  the  second
highest of such ratings.

  Description  of Fitch  Investors Service commercial  paper, medium-term notes,
and municipal and investment notes.

F-1+  Exceptionally Strong  Credit  Quality.  Issues assigned  this  rating  are
      regarded as having the strongest degree of assurance for timely payment.
F-1   Very  Strong  Credit  Quality.  Issues  assigned  this  rating  reflect an
      assurance of timely payment only slightly less in degree than issues rated
      F-1+.
F-2   Good Credit  Quality.  Issues assigned  this  rating have  a  satisfactory
      degree of assurance for timely payment, but the margin of safety is not as
      great as for issues assigned "F-1+" and "F-1" ratings.
F-3   Fair  Credit  Quality. Issues  assigned  this rating  have characteristics
      suggesting that the degree  of assurance for  timely payment is  adequate,
      however,  near-term  adverse changes  could cause  these securities  to be
      rated below investment grade.
F-5   Weak Credit  Quality. Issues  assigned  this rating  have  characteristics
      suggesting  a  minimal  degree of  assurance  for timely  payment  and are
      vulnerable  to  near-term  adverse  changes  in  financial  and   economic
      conditions.

  Description of Duff & Phelp's two highest commercial ratings:

  Duff   &  Phelp's  commercial  paper  ratings  place  emphasis  on  liquidity,
considering not only cash from operations, but access to alternative sources  of
funds,  including  trade  credit,  bank  lines  and  capital  markets.  Relative
differences in strength and  weakness is rated  by Duff &  Phelp's as Duff-1  or
Duff-2;  Duff-1 being the  highest commercial paper rating  and Duff-2 being the
second highest rating.

  Description of Thompson Bankwatch, Inc.'s two highest commercial ratings:

  Thompson Bankwatch, Inc.'s ratings of United States commercial banks, thrifts,
and non-bank banks, non-United States  banks, and broker-dealers are based  upon
among  other things,  five years's financial  information and  the issuer's most
recent

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regulatory filings. Relative differences in  strength and weakness are rated  by
Thompson  Bankwatch, Inc. as TBW-1 or  TBW-2; TBW-1 being the highest commercial
paper rating and TBW-2 being the second highest rating.

FEDERAL FUNDS

  As used  in  this  Prospectus  and  in  the  Fund's  Statement  of  Additional
Information,  "Federal Funds"  means a commercial  bank's deposits  in a Federal
Reserve Bank which can be transferred from one member bank's account to that  of
another  member  bank  on the  same  day.  Federal Funds  are  considered  to be
immediately available funds.

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<PAGE>
PROSPECTUS

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Government
Income Fund
Series

Primary
Fund Series

Tax Free
Fund Series

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Securities Management & Research, Inc.
One Moody Plaza
Galveston, TX 77550

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