USAA INVESTMENT TRUST
N-30D, 1997-07-29
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                                TABLE OF CONTENTS

   USAA Family of Funds                                            1
   Message from the President                                      2
   Investment Review                                               4
   Message from the Managers                                       5
   Financial Information:
      Distributions to Shareholders                                9
      Independent Auditors' Report                                10
      Statement of Assets and Liabilities                         11
      Portfolio of Investments in Securities                      12
      Notes to Portfolio of Investments in Securities             25
      Statement of Operations                                     26
      Statements of Changes in Net Assets                         27
      Notes to Financial Statements                               28


                         IMPORTANT INFORMATION

Through  our  ongoing  efforts to reduce  expenses  and  respond to  shareholder
requests, your annual and semiannual report mailings are "streamlined." One copy
of each report is sent to each address,  rather than to every registered  owner.
For many  shareholders  and their families,  this eliminates  duplicate  copies,
saving paper and postage costs to the Fund.

If you are the  primary  shareholder  on at least  one  account,  prefer  not to
participate in streamlining, and would like to continue receiving one report per
registered account owner, you may request this in writing to:

                  USAA Investment Management Company
                  Attn: Report Mail
                  9800 Fredericksburg Road
                  San Antonio, TX 78284-8916

or phone a Mutual Fund Representative at 1-800-531-8448 during business hours.

This  report is for the  information  of the  shareholders  and  others who have
received  a copy  of the  currently  effective  prospectus  of the  USAA  Growth
Strategy Fund,  managed by USAA Investment  Management Company (IMCO). It may be
used as  sales  literature  only  when  preceded  or  accompanied  by a  current
prospectus which gives further details about the Fund.

USAA  with  the  eagle is  registered  in the U.S.  Patent &  Trademark  Office.
(Copyright)1997, USAA. All rights reserved.


<TABLE>

                  USAA Family of Funds Performance Summary

If you own only one or two USAA funds,  you may not be aware of the  performance
of our other  funds.  This  summary is a snapshot of the  performance  of all 33
funds by investment objective as of June 30, 1997.

<CAPTION>


                                                              Average Annual Total Return(%)*
           Investment                   Inception                                                Since
            Objective                     Date         1 yr         5 yrs        10 yrs        Inception
            ---------                     ----         ----         -----        ------        ---------
  <S>                                   <C>           <C>           <C>           <C>            <C>
  Capital Appreciation                      
  ====================
  Aggressive Growth                     10/19/81       -1.72        18.38         10.88           -       
  Emerging Markets(1)                    11/7/94       15.35         -             -             10.25
  Gold(1)                                8/15/84      -22.26         3.54         -4.75           -
  Growth                                  4/5/71       21.60        16.94         11.97           -       
  Growth & Income                         6/1/93       31.29         -             -             18.53
  International(1)                       7/11/88       21.81        15.39          -             11.77
  S&P 500 Index(4)(+)                     5/1/96       34.59         -             -             33.24
  World Growth(1)                        10/1/92       21.85         -             -             15.50
       
  Asset Allocation            
  =================                                                                         
  Balanced Strategy(1)                    9/1/95       22.38         -             -             15.48
  Cornerstone Strategy(1)                8/15/84       20.45        14.33          9.22           -
  Growth and Tax Strategy(2)**           1/11/89       15.72        11.23          -             10.45
  Growth Strategy(1)                      9/1/95       15.37         -             -             21.37
  Income Strategy                         9/1/95       14.48         -             -             10.36
           
  Income - Taxable          
  ================                                                     
  GNMA                                    2/1/91        9.37         6.85          -              7.67    
  Income                                  3/4/74        8.21         7.44          9.45           -
  Income Stock                            5/4/87       20.77        14.21         12.89           -
  Short-Term Bond                         6/1/93        7.71         -             -              5.69
              
  Income - Tax Exempt        
  ===================                                                         
  Long-Term(2)**                         3/19/82        9.22         6.71          8.09           -
  Intermediate-Term(2)**                 3/19/82        8.20         6.76          7.54           -
  Short-Term(2)**                        3/19/82        5.50         4.80          5.59           -
  California Bond(2)**                    8/1/89        8.90         7.13          -              7.58
  Florida Tax-Free Income(2)**           10/1/93        9.79         -             -              4.29
  New York Bond(2)**                    10/15/90        8.86         6.46          -              8.31
  Texas Tax-Free Income(2)**              8/1/94       10.37         -             -              9.24
  Virginia Bond(2)**                    10/15/90        8.50         6.93          -              8.08
       
  Money Market      
  ============                                                                
  Money Market(3)                         2/2/81        5.28         4.48          5.80           -
  Tax Exempt Money Market(2),(3)**        2/6/84        3.36         3.04          4.15           -       
  Treasury Money Market Trust(3)          2/1/91        5.13         4.28          -              4.38
  California Money Market(2),(3)**        8/1/89        3.29         2.94          -              3.62
  Florida Tax-Free Money Market(2),(3)** 10/1/93        3.26         -             -              3.04
  New York Money Market(2),(3)**        10/15/90        3.21         2.82          -              3.08    
  Texas Tax-Free Money Market(2),(3)**    8/1/94        3.31         -             -              3.33
  Virginia Money Market(2),(3)**        10/15/90        3.22         2.87          -              3.20

</TABLE>


Non-deposit  investment  products offered by USAA Investment  Management Company
are not  insured  by the FDIC,  are not  deposits  or other  obligations  of, or
guaranteed by, USAA Federal  Savings Bank, and are subject to investment  risks,
including  possible loss of the  principal  amount  invested.  

For more complete information  about the  mutual  funds  managed  and 
distributed  by USAA  IMCO, including  charges and expenses,  please call
1-800-531-8181  for a prospectus. Read it  carefully  before  you  invest.  

1 Foreign investing is subject to additional risks, which are discussed in the
funds' prospectuses.

2 Some  income  may be  subject  to  state  or  local  taxes  or the  federal
alternative minimum tax.

3 An  investment in a money market fund is neither  insured nor  guaranteed by
the U.S. government and there is no assurance that any of the funds will be able
to maintain a stable net asset value of $1 per share. 

4 S&P  500(Registered  Trademark) is a trademark of The  McGraw-Hill  Companies,
Inc.,  and has been  licensed  for use.  The product is not  sponsored,  sold or
promoted by Standard & Poor's,  and  Standard & Poor's  makes no  representation
regarding the advisability of investing in the product.

*  Total  return  equals  income  return  plus share  price  change and  assumes
   reinvestment of all dividends and capital gain  distributions.  No adjustment
   has been made for taxes payable by shareholders on their reinvested dividends
   and capital gain  distributions.  The performance  data quoted represent past
   performance  and are not an indication of future results.  Investment  return
   and  principal  value of an  investment  will  fluctuate,  and an  investor's
   shares, when redeemed, may be worth more or less than their original cost.
** IRAs are not available for tax-exempt funds. The Growth and Tax Strategy Fund
   is not  available as an  investment  for your IRA because the majority of its
   income is tax-exempt.  California,  Florida,  New York,  Texas,  and Virginia
   funds available to residents only.
+  Includes account maintenance fee through December 31, 1996.


MESSAGE FROM THE PRESIDENT

I HAVE A FEELING
  THAT WE WILL REMEMBER 1997

[Photograph of President, Michael J.C. Roth appears here]

The year began with an atmosphere of looking over your shoulder.  The market had
risen about 61% in two years and all history told us that was  unusual.  Then it
advanced  another 10% in January and February,  before it  encountered a loss of
confidence. By April it had lost all of the advance for this year(1) and it felt
so shaky that I sent  shareholders  a letter  encouraging  them to remember  how
important we think asset  allocation is in establishing  your level of risk. But
by the time that letter arrived in early May the market was again setting record
highs. Indeed, one shareholder wrote me asking, "Why did you send this letter?"

The market has now driven upward to a return of 20% for the year, but
as I write this,  it has fallen 192 points on the Dow; its second worst  one-day
decline in points.

It would not be  unusual if the market  were to finish  1997 with a return  well
below that of '95 and '96.  We believe  that the  long-term  return on the stock
market is around  10% to  12%.(2)  Years  such as '95 and '96 are  necessary  to
achieve such a long-term record,  but by themselves they are exceptional.  It is
important  that  investors  have a position in stocks,  but the risk that such a
position  carries should,  for most people,  be offset by holding some different
assets  including  fixed  income  securities.  Most  of the  funds  in the  USAA
Investment Trust are structured like that.

The  Roth  family  will  remember  1997  for  another  reason.  We  have  a  new
granddaughter,  Katharine Sophia Broyles, who was born on January 3. She now has
an InveStart(Registered Trademark) account in the Cornerstone Strategy Fund, our
oldest asset strategy  fund. I am confident  that our monthly  additions to that
account has the potential to build a meaningful college fund for her, regardless
of what 1997 serves up.

Sincerely,


Michael J.C. Roth
PRESIDENT AND
VICE CHAIRMAN OF THE BOARD


Past performance is no guarantee of future results.

A  systematic  plan,  such as  InveStart,  does not  assure a profit or  protect
against  loss  in  declining  markets.  Since  such a plan  involves  continuous
investment in  securities  regardless of  fluctuating  price levels,  you should
consider your financial ability to continue purchases through periods of low and
high  price  levels.  

(1) S&P 500 Index is an unmanaged index representing the average performance of
a group of 500 widely held publicly  traded  stocks.  It is not possible to 
invest directly in the S&P 500 Index.

(2) Source: (Copyright) Computed using data from Stocks, Bonds, Bills & 
Inflation 1997 Yearbook(TM), Ibbotson Associates, Chicago (annually updates
work by Roger G. Ibbotson and Rex Sinquefield). Used with permission. All rights
reserved.

For more complete  information about the mutual funds managed and distributed by
USAA IMCO, including charges and expenses please call for a prospectus.  Read it
carefully before you invest.



                                INVESTMENT REVIEW

GROWTH STRATEGY FUND

OBJECTIVE:  To seek a high total return, with reduced risk over time, through an
asset allocation strategy that emphasizes capital appreciation and, secondarily,
income.

                                                       5/31/97         5/31/96
                                                                      
        Net Assets................................ $193.9 MILLION  $87.2 MILLION
        Net Asset Value Per Share.................     $13.10          $12.74

        AVERAGE ANNUAL TOTAL RETURNS AS OF 5/31/97                       
        1 Year............................................................ 7.73%
        Since inception on September 1, 1995..............................19.82%


[A graph is shown here which is a comparison of the change in value of a $10,000
investment,  for the period of 9/1/95 to  5/31/97,  with  dividends  and capital
gains  reinvested.  The ending  value of each item  graphed is as follows:  USAA
Growth Strategy Fund - $13,763 and the S&P 500 Index - $15,684.]


The graph illustrates how a $10,000 hypothetical investment in the
USAA Growth  Strategy  Fund  compares to the S&P 500 Index,  an unmanaged  index
representing  the average  performance  of a group of 500 widely  held  publicly
traded stocks. It is not possible to invest directly in the S&P 500 Index.

Total  return  equals  income   yield   plus  share  price  change  and  assumes
reinvestment of all dividends and capital gain  distributions.  No    adjustment
has been made for taxes payable by shareholders on   their   reinvested  income
dividends and capital gain distributions.  The performance data quoted represent
past performance and are not an indication of future results.  Investment return
and principal value of an investment will fluctuate, and an investor's   shares,
when redeemed, may be worth more or less than their original cost.


                         MESSAGE FROM THE MANAGERS

(PHOTOGRAPH OF PORTFOLIO MANAGERS APPEARS HERE:
Seated L to R: David G. Parsons, CFA (Allocation Manager,  Large Cap Stocks), W.
Travis  Selmier,  II,  CFA  (International   Stocks),   David  G.  Peebles,  CFA
(International Stocks); Standing L to R: Albert C. Sebastian, CFA (International
Stocks),  Eric M. Efron, CFA (Small Cap Stocks),  Pamela K. Bledsoe,  CFA (Money
Market Instruments), Paul H. Lundmark, CFA (Bonds), and John K. Cabell, Jr., CFA
(Small Cap Stocks).

FUND OVERVIEW
Through an asset allocation  strategy  encompassing  domestic and  international
stocks as well as bonds,  the  Growth  Strategy  Fund seeks to remove the growth
investor's asset allocation burden.

LARGE CAPITALIZATION STOCKS
The large  capitalization  sector  of the Fund is  essentially  an  out-of-favor
growth portfolio. We primarily buy growth companies that have been sacked by the
market due to temporary  problems.  Consequently,  over the course of the fiscal
year,   we  have  made   substantial   commitments   to  companies   within  the
semiconductor,    semiconductor   capital   equipment,    computer   networking,
biotechnology, and medical device industries. Each company was purchased when it
was unpopular and we consider all of them to be growth instruments.  In part, we
funded the above purchases by halving our energy  positions,  reducing  tobacco,
and eliminating gold. For the year, technology stocks generally outperformed the
market;  tobacco and energy slightly  underperformed;  healthcare  significantly
underperformed and gold was down. Large  capitalization  stocks comprised 32% of
the Fund's net assets on May 31, 1997.


SMALL CAPITALIZATION STOCKS
The small  capitalization  sector of the Fund  continues to invest  primarily in
rapidly growing companies with market  capitalizations  of less than $1 billion.
Prime  investment   opportunities  include  companies  that  take  advantage  of
significant    long-term   social   and   economic   trends.    Forward-looking,
small-to-midsize companies tend to be less bureaucratic and tradition-bound than
their larger  counterparts,  putting  them in a superior  position to respond to
change and to innovate.  In order to take early  advantage  of these  investment
opportunities,  the small capitalization sector participates actively in initial
public offerings  (IPOs).  Major areas of concentration  remain in the software,
healthcare, specialty retail, telecommunications, and energy-related industries.

Over the fiscal year that ended on May 31, this  sector was down,  reflecting  a
hostile  investment  climate  for  small   capitalization   stocks  in  general.
High-growth,  high price-to- earnings,  small capitalization  equities, in which
the sector  concentrates its holdings,  were hit  particularly  hard during this
period.  This followed  outstanding  performance in the preceding year. In April
and May of 1997, the small stocks began to perform better,  which may indicate a
change in sentiment is underway.  At the end of the reporting period,  the small
capitalization sector accounted for 29% of the Fund's net assets.

INTERNATIONAL STOCKS
The  international  equity sector of the Fund produced a very good return versus
international  indices, but below that of the S&P 500 Index.(1) We increased our
exposure to European  stocks,  which began to benefit from stronger,  export led
economic  growth,  and  corporate  restructurings.   In  Japan,  some  political
stability  has returned and the economy has improved.  However,  problems in the
banking system,  rising interest rates,  and equity  valuations  above levels in
other developed  markets have caused us to maintain an  underweighted  position.
Emerging  markets have shown some rebound since the beginning of the year,  with
Latin American and Eastern European markets showing strong  performance  against
mixed Asian Markets. International stocks comprised 20% of the Fund's net assets
on May 31, 1997.

BONDS
The bond  component  of the Fund is  included  to lower  volatility  and provide
current  income.  Our philosophy  toward buying bonds is as follows:  no one can
consistently predict whether interest rates are heading up or down over time. As
a result, you will not see us dramatically  change the maturity of the portfolio
from one reporting  period to the next.  Instead,  we earn our management fee by
constantly  looking for bonds that  represent  good value in terms of income and
total return no matter where interest rates are headed. At the present time, our
bond holdings  consist  primarily of  mortgage-backed  securities  and BBB-rated
corporates.

Within the Fund's bond portion, the best performing holdings were: First USA,(2)
Kmart, Caremark,(2) and Great Atlantic & Pacific.  Our investments in treasuries
had a detrimental  impact on performance and have  subsequently  been eliminated
from the portfolio.

We wish we had a crystal  ball to foretell  where  interest  rates were  headed.
Since we don't,  the best way we can provide value to you is by continuing  with
our  strategy  of buying  securities  that will  provide  attractive  yields and
returns over a long time horizon. Bonds comprised 19% of the Fund's assets on
May 31, 1997.

MONEY MARKET INSTRUMENTS
With the Fund's  emphasis on growth,  this  investment  category is used for the
temporary  investment  of  cash  prior  to  transitioning  into  more  permanent
investments in stocks and bonds.  It can also serve as a liquidity  reserve when
needed.  Investments are made in the highest  quality money market  instruments,
usually  U.S.  Government  Agencies'   obligations.   Money  market  instruments
constituted less than 1% of the Fund's net assets on May 31, 1997.

PERFORMANCE
During the 12 months ended May 31, 1997,  the Fund returned  7.73%.  This lagged
the  performance  of the S&P 500  Index.  The main  problems  were in the  small
capitalization  sector  which was down,  the large  capitalization  sector which
underperformed  the S&P 500 Index,  and bonds  which  chronically  fall short of
stocks in bull markets. Nevertheless, the managers of the Fund believe that over
the course of a market cycle this  collection  of  management  styles and assets
will provide a vehicle with  competitive  returns and less  volatility  than the
average growth fund.

(1) The S&P 500 Index is an unmanaged index representing the average performance
    of a group of 500 widely held  publicly traded stocks. It is not possible to
    invest directly in the S&P 500 Index.

(2) Sold out prior to end of the reporting period.


   TOP 10 EQUITY HOLDINGS
      (% OF NET ASSETS)

   PHARMACIA & UPJOHN                    2.5
   PHILIP MORRIS                         1.6
   RJR NABISCO HOLDINGS                  1.6
   MICRON TECHNOLOGY                     1.4
   CISCO SYSTEMS                         1.2
   MOTOROLA                              1.1
   3COM                                  1.0
   CASCADE COMMUNICATIONS                1.0
   CNF TRANSPORTATION                    1.0
   U. S. SURGICAL                        1.0


   TOP 10 INDUSTRIES
   (% OF NET ASSETS)

   HEALTHCARE RELATED                   12.0
   ELECTRONICS RELATED                  11.4
   TELECOMMUNICATIONS RELATED            8.7
   OIL RELATED                           7.9
   BANK RELATED                          5.0
   RETAIL RELATED                        4.9
   TOBACCO                               4.2
   COMPUTER SOFTWARE & SERVICES          4.0
   SPECIALIZED SERVICES                  4.0
   REAL ESTATE INVESTMENT TRUSTS         2.9



[A pie chart is shown here depicting the Asset Allocation as of May 31, 1997
for the USAA Growth Strategy Fund to be: Money Market Instruments - .3%*,  
Bonds - 19.0%*, International Stocks - 19.8%*, Small Cap Stocks 28.5%* and
Large Cap Stocks - 32.2%*.]
                    
* Percentages are of the Net Assets in the Portfolio and may or may not  equal
  100%.


Foreign  investing  is subject to  additional  risks which are  discussed in the
Fund's prospectus. Since return on any investment is generally commensurate with
risk,  investors  should be aware of the potential  volatility  associated  with
foreign markets.


See  page  12  for a  complete  listing  of  the  Portfolio  of  Investments  in
Securities.


                      DISTRIBUTIONS TO SHAREHOLDERS

The  following  per share  information  describes  the federal tax  treatment of
distributions  made during the fiscal year ended May 31, 1997. These figures are
provided for  information  purposes only and should not be used for reporting to
federal or state revenue  agencies.  Distributions for the calendar year will be
reported to you on Form 1099-DIV in January 1998.

                           Ordinary income                     $.56 *
                                                               ====

21.61% of ordinary income distributions qualify for deduction by corporations.


* Includes  distribution of short-term  capital gains, if any, which are taxable
  as ordinary income.


                      INDEPENDENT AUDITORS' REPORT

The Shareholders and the Board of Trustees
USAA INVESTMENT TRUST:

We have  audited  the  accompanying  statement  of assets  and  liabilities  and
portfolio of  investments  in  securities  of the Growth  Strategy  Fund of USAA
Investment Trust as of May 31, 1997, the related statement of operations for the
year then ended,  the statements of changes in net assets for the year ended May
31, 1997 and  the  nine-month  period  ended  May 31, 1996,  and  the financial
highlights information presented in note 8 to the financial  statements  for the
year ended May 31, 1997 and the nine-month period  ended  May 31,  1996.   These
financial  statements  and  the  financial highlights   information  are     the
responsibility of the Trust's  management.  Our responsibility  is to express an
opinion on these  financial  statements and the financial highlights information
based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance  about whether the financial  statements and the  financial
highlights information are free of material  misstatement.  An  audit   includes
examining, on a test basis,  evidence  supporting  the amounts and   disclosures
in the financial statements.  Our procedures included confirmation of securities
owned as of May 31, 1997,  by  correspondence  with the  custodian  and brokers.
An audit also includes assessing the accounting principles used and  significant
estimates made by  management,   as  well  as  evaluating  the overall financial
statement presentation.  We believe  that our audits provide a  reasonable basis
for our opinion.

In  our  opinion,   the  financial   statements  and  the  financial  highlights
information  referred to above present  fairly,  in all material  respects,  the
financial  position of the Growth Strategy Fund of USAA  Investment  Trust as of
May 31, 1997, the results of its operations for the year then ended, the changes
in its net  assets  for the year ended May 31,  1997 and the  nine-month  period
ended May 31, 1996, and the financial highlights  information for the year ended
May 31, 1997 and the  nine-month  period ended May 31, 1996, in conformity  with
generally accepted accounting principles.


                                                  KPMG PEAT MARWICK LLP

San Antonio, Texas
July 9, 1997

Growth Strategy Fund
Statement of Assets and Liabilities
(In Thousands)

May 31, 1997

<TABLE>

<S>                                                                                          <C>
Assets
   Investments in securities, at market value (identified cost of $171,518)                  $  193,506
   Cash                                                                                             121
   Cash denominated in foreign currencies (identified cost of $186)                                 185
   Receivables:
      Capital shares sold                                                                           474
      Dividends and interest                                                                        782
      Securities sold                                                                             4,947
                                                                                             ----------
         Total assets                                                                           200,015
                                                                                             ----------
Liabilities
   Securities purchased                                                                           5,717
   Unrealized depreciation on foreign currency contracts held, at value                               1
   Capital shares redeemed                                                                          201
   USAA Investment Management Company                                                               118
   USAA Transfer Agency Company                                                                      42
   Accounts payable and accrued expenses                                                             15
                                                                                             ----------
         Total liabilities                                                                        6,094
                                                                                             ----------
            Net assets applicable to capital shares outstanding                              $  193,921
                                                                                             ==========
Represented by:
   Paid-in capital                                                                           $  172,448
   Accumulated undistributed net investment income                                                1,057
   Overdistributed net realized gain on investments                                              (1,570)
   Net unrealized appreciation of investments                                                    21,988
   Net unrealized depreciation on foreign currency translations                                      (2)
                                                                                             ----------
            Net assets applicable to capital shares outstanding                              $  193,921
                                                                                             ==========
   Capital shares outstanding, unlimited number of shares authorized,
      no par value                                                                               14,800
                                                                                             ==========
   Net asset value, redemption price, and offering price per share                           $    13.10
                                                                                             ==========

</TABLE>

See accompanying notes to financial statements.

Growth Strategy Fund
Portfolio of Investments in Securities

May 31, 1997
                                            Market
    Number                                   Value
   of Shares           Security              (000)
   ---------           --------             ------

            International Stocks (19.8%)
              Argentina (0.2%)
      4,900   Disco S.A. ADS *              $   165
      2,160   IRSA Inversiones y
                Representaciones S.A. GDS        85
     11,000   Quilmes Industrial (Quinsa)
                S.A. ADS                        128
                                            -------
                                                378
                                            -------

              Australia (0.4%)
     20,000   Broken Hill Proprietary Co. Ltd.  287
     30,000   CSL Ltd.                          184
     40,000   Pasminco Ltd.                      82
     36,787   Village Roadshow Ltd.
                (Preferred)                      94
     24,300   Woodside Petroleum Ltd.           205
                                            -------
                                                852
                                            -------

              Austria (0.6%)
        530   Austria Mikro Systeme
                International AG                 41
      3,800   Boehler Uddeholm AG               287
      7,757   VA Stahl AG                       350
      2,250   VA Technologie AG                 398
                                            -------
                                              1,076
                                            -------

              Belgium (0.3%)
        420   Colruyt S.A.                      169
      4,000   Union Miniere S.A. *              322
                                            -------
                                                491
                                            -------

              Brazil (0.7%)
  6,730,000   Companhia Energetica de Minas
                Gerais (Cemig) (Preferred)      308
     11,000   Multicanal Participacoes S.A.
                ADS (Preferred) *               128
  1,200,000   Petroleo Brasileiro S.A.
                (Preferred)                     287
  3,100,000   Telebras PN (Preferred)           428
      8,200   Uniao de Bancos Brasileiros
                S.A. (Unibanco) GDR *           283
                                            -------
                                              1,434
                                            -------

              Canada (1.3%)
      6,500   Alliance Forest Products, Inc.*   157
     17,600   Anderson Exploration Ltd. *       233
     78,000   Beau Canada Exploration Ltd. *    193
      9,800   Canadian National Railway Co.     409
     21,100   Canadian Occidental
                Petroleum Ltd.                  477
     21,400   Gulf Canada Resources Ltd. *      194
     32,000   National Bank of Canada           376
     12,000   OSF, Inc. *                       108
      3,000   St. Laurent Paperboard, Inc. *     48
     14,000   Suncor, Inc.                      347
                                            -------
                                              2,542
                                            -------

              Chile (0.2%)
      2,000   Madeco S.A. ADS                    51
      8,000   Maderas y Sinteticos S.A. ADS     124
      3,000   Sociedad Quimica y Minera
                de Chile S.A. ADS               195
                                            -------
                                                370
                                            -------

              China (0.1%)
     45,000   New World Infrastructure Ltd. *   140
                                            -------

              Colombia (0.1%)
      7,000   Banco de Colombia GDS              42
                                            -------

              Czech Republic (0.1%)
      2,800   Komercni Banka A.S. GDR            68
        800   SPT Telecom A.S. *                 74
                                            -------
                                                142
                                            -------

              Denmark (0.7%)
      4,800   Carli Gry International A/S       287
      7,000   ISS International Service
                System A/S "B" *                232
      2,260   Novo Nordisk A/S "B"              242
     12,500   SAS Danmark A/S                   128
      3,000   Tele Danmark A/S "B"              147
      9,400   Tele Danmark A/S ADS              233
      6,100   Unidanmark A/S                    319
                                            -------
                                              1,588
                                            -------

              Egypt (0.1%)
      4,400   Suez Cement Co. S.A.E. GDS *       81
                                            -------

              Finland (0.4%)
      8,300   Nokia Corp. ADS                   548
      1,820   Raision Tehtaat                   148
                                            -------
                                                696
                                            -------

              France (1.1%)
      1,000   Accor S.A.                        138
     10,700   Bouygues Offshore S.A. ADR *      134
      9,800   Coflexip ADS *                    279
     14,000   Elf Aquitaine ADS                 730
      3,400   Eramet Group                      170
      1,100   Essilor International             279
      3,400   Louis Dreyfus Citrus *            123
        830   Pathe S.A. *                      191
      4,000   Valeo S.A.                        237
                                            -------
                                              2,281
                                            -------

              Germany (0.8%)
      5,900   Leica Camera AG *                 159
      6,800   Pfeiffer Vacuum Technology
                AG ADS *                        154
     20,000   Rofin-Sinar Technologies, Inc. *  310
      1,200   SAP AG                            214
      1,100   SAP AG (Preferred)                200
      7,440   Veba AG                           420
                                            -------
                                              1,457
                                            -------

              Hong Kong (0.3%)
    205,000   Amoy Properties Ltd.              233
     11,000   Asia Satellite Telecommunications
                Holdings Ltd. ADR               304
    101,000   Cosco Pacific Ltd.                144
                                            -------
                                                681
                                            -------

              Hungary (0.1%)
     10,000   Mol Magyar Olay Es
                Gazipari GDS                    187
                                            -------

              India (0.2%)
     10,000   Arvind Mills Ltd. GDS              49
      5,250   Hindalco Industries Ltd. GDR      173
      5,500   Larsen & Toubro Ltd. GDR           73
      8,300   Videsh Sanchar Nigam Ltd. GDR *   171
                                            -------
                                                466
                                            -------

              Indonesia (0.2%)
     31,500   PT Astra International, Inc.      121
    141,750   PT Bank Dagang Nasional
                Indonesia                       153
     20,250   PT Bank Dagang Nasional
                Indonesia Warrants *              8
     26,000   PT HM Sampoerna                   105
     24,000   PT Jaya Real Property              34
     18,500   PT Modern Photo Film               67
                                            -------
                                                488
                                            -------

              Israel (0.4%)
      5,100   Blue Square - Israel Ltd. ADS *    89
     10,400   ECI Telecommunications Ltd.       240
      1,200   Koor Industries Ltd. ADS           21
      6,500   Teva Pharmaceutical Industries
                Ltd. ADR                        390
                                            -------
                                                740
                                            -------
              Italy (0.5%)
      4,800   Eni S.p.A. ADS                    244
      2,300   Fila Holdings S.p.A. ADS           98
      9,293   Instituto Bancario San Paulo
                di Torino S.p.A.                 58
     10,300   Instrumentation Laboratory
                S.p.A. ADS *                     41
      6,400   SAES Getters S.p.A. ADR            58
    304,000   SEAT S.p.A. *                      90
    152,000   SEAT S.p.A. Savings *              29
    110,000   STET S.p.A.                       432
                                            -------
                                              1,050
                                            -------

              Japan (2.9%)
     13,000   Bridgestone Corp.                 294
     19,000   Canon, Inc.                       481
     11,000   Daibiru Corp.                     135
     24,000   Hitachi Ltd.                      256
     11,000   Honda Motor Co. Ltd.              323
      6,000   Hoya Corp.                        273
      5,000   Ito-Yokado Co. Ltd.               285
      3,000   Kyocera Corp.                     216
     12,900   Laox Co. Ltd.                     193
     40,000   Minebea Co. Ltd.                  392
     30,000   Mitsubishi Heavy Industries Ltd.  216
     11,000   Namco                             385
        800   Nippon Television Network         319
     81,000   NKK Corp.                         159
     21,000   Nomura Securities Co. Ltd.        249
          7   NTT Data Communications
                Systems Corp.                   257
     27,000   Shiseido Co. Ltd.                 394
     30,000   Terumo Corp.                      528
      3,000   Tostem Corp.                       80
              MBL International Finance
                (Bermuda) Trust, Convertible
                Notes, $200,000 par, 3.00%,
                11/30/02                        210
                                            -------
                                              5,645
                                            -------

              Korea (0.1%)
      5,043   Korea Electric Power Corp.        156
      1,341   Samsung Electronics Co. Ltd.      131
                                            -------
                                                287
                                            -------

              Malaysia (0.2%)
     18,000   Edaran Otomobil Nasional
                Bhd                             157
     20,000   Telekom Malaysia Bhd              148
                                            -------
                                                305
                                            -------

              Mexico (0.6%)
     89,000   Controladora Comercial
                Mexicana, S.A. de C.V.           71
      1,800   Controladora Comercial
                Mexicana, S.A. de C.V. GDR       29
      9,599   Desc, Sociedad de Fomento
                Industrial, S.A. de C.V. ADS$   255
      8,700   Empresas Ica Sociedad
                Controladora, S.A.
                de C.V. ADR                     126
     14,000   Panamerican Beverages, Inc. "A"   406
     14,000   Tubos de Acero de Mexico,
                S.A. ADS *                      245
                                            -------
                                              1,132
                                            -------

              Netherlands (0.8%)
      2,800   Akzo Nobel N.V.                   372
      3,940   EVC International N.V.            111
      8,500   ING Group N.V.                    375
      2,250   Oce-van der Grinten N.V.          293
      3,500   Philips Electronics N.V.          196
     10,300   Verenigd Besit VNU                233
                                            -------
                                              1,580
                                            -------

              Norway (0.3%)
     76,000   Christiania Bank og Kreditkasse   261
     17,000   Nycomed ASA                       233
      8,400   Schibsted ASA                     157
                                            -------
                                                651
                                            -------

              Peru (0.1%)
      4,700   Telefonica del Peru S.A. "B" ADS  119
                                            -------

              Philippines (0.1%)
      3,600   Metropolitan Bank and Trust Co.    81
    300,000   SM Prime Holdings, Inc.            86
                                            -------
                                                167
                                            -------

              Poland (0.1%)
     14,400   Elektrim S.A.                     129
     13,000   Polifarb-Cieszyn S.A.              73
                                            -------
                                                202
                                            -------

              Portugal (0.6%)
     20,000   Banco Totta E Acores S.A.         285
     23,800   Cimentos de Portugal S.A.         523
     10,400   Portugal Telecom S.A. ADS         400
                                            -------
                                              1,208
                                            -------

              Russia (0.1%)
      6,300   RAO Gazprom ADR                   113
                                            -------

              Singapore (0.3%)
    200,000   Kay Hian James Capel
                Holdings Ltd.                   190
     28,000   Overseas Union Bank Ltd.          192
     30,000   Singapore Land Ltd.               153
                                            -------
                                                535
                                            -------

              South Africa (0.3%)
      5,580   Ellerine Holdings Ltd.             36
      4,486   Foodcorp Ltd.                      34
     25,000   Gencor Ltd.                       110
     40,000   Malbak Ltd.                        58
     15,105   New Clicks Holdings Ltd.           17
      7,000   South African Breweries Ltd.      197
      6,596   South African Druggists Ltd.       49
                                            -------
                                                501
                                            -------

              Spain (0.6%)
      9,648   Autopistas del Mare Nostrum S.A.  139
      6,000   Corporacion Bancaria
                de Espana S.A.                  299
      1,500   Corporacion Mapfre, S.A.           80
      6,000   Telefonica de Espana S.A. ADR     524
      7,706   Vallehermoso S.A.                 195
                                            -------
                                              1,237
                                            -------

              Sweden (0.5%)
     11,920   Autoliv, Inc. SDR *               451
     12,900   NK Cityfastigheter AB *            89
      3,600   Nordbanken AB                     112
     12,900   Volvo AB                          357
                                            -------
                                              1,009
                                            -------

              Switzerland (1.1%)
         80   Ares-Serono Group S.A.            109
        461   Novartis AG                       625
      2,700   Oerlikon Buhrle AG *              313
        700   Selecta Group *                   111
        180   SGS Group AG                      398
        720   Sulzer AG P.C.                    566
     14,200   Tag Heuer International
                S.A. ADR *                      202
                                            -------
                                              2,324
                                            -------

              Taiwan (0.3%)
    205,000   China Steel Corp.                 216
    126,474   Far East Department Store *       186
     60,000   Microtek International, Inc. *    161
                                            -------
                                                563
                                            -------

              Thailand (0.1%)
      9,000   Bank Of Ayudhya Public Co. Ltd.    19
     18,000   Finance One Public Co. *            5
                                            -------
                                                 24
                                            -------

              Turkey (0.1%)
    340,000   Erciyas Biracilik Ve Malt
                Sanayi A.S.                      25
  1,800,000   Olmuksa Mukavva Sanayi Ve
                Ticaret A.S.                     52
  2,031,527   Yapi Ve Kredi Bankasi A.S.         48
                                            -------
                                                125
                                            -------

              United Kingdom (1.6%)
    102,000   Avis Europe plc *                 219
     22,000   Cadbury Schweppes plc             197
     60,000   Cookson Group plc                 231
     73,700   Corporate Services Group plc      218
     11,300   DFS Furniture Co. plc             111
      4,000   Doncasters plc ADS *               89
      1,700   Dr. Solomon's Group plc ADR *      34
     34,000   Harvey Nichols plc                157
     46,000   Medeva plc                        206
     36,000   National Westminster Bank plc     440
     12,500   Northern Ireland Electricity plc   83
     21,500   Reuters Holdings plc              241
     30,000   Safeway plc                       177
    105,000   Tomkins plc                       456
      1,000   Vodafone Group plc ADR             45
     85,000   WPP Group plc                     333
                                            -------
                                              3,237
                                            -------

              Venezuela (0.1%)
      3,700   Compania Anonima Nacional
                Telefonos De Venezuela ADS *    137
    700,000   Corimon C.A. S.A.C.A *             13
                                            -------
                                                150
                                            -------

              Other Holdings (0.1%)
     90,000   Central European Growth
                Fund plc                         99
                                            -------

              Total international stocks
                (cost: $32,795)              38,395
                                            -------                      



        Small Cap Stocks (28.5%) 
              Aerospace/Defense (0.6%)
     15,000   AAR Corp.                         465
     12,500   Aviation Sales Co. *              272
     12,500   First Aviation Services, Inc. *   119
     10,000   Kellstrom Industries, Inc. *      150
      5,000   Triumph Group, Inc. *             128
                                            -------
                                              1,134
                                            -------

              Air Freight (0.1%)
      5,000   Atlas Air, Inc. *                 144
      5,000   Kitty Hawk, Inc. *                 84
                                            -------
                                                228
                                            -------

              Auto Parts (0.3%)
     20,100   Aftermarket Technology Corp. *    367
     11,600   Dura Automotive Systems, Inc. *   304
                                            -------
                                                671
                                            -------

              Bank Holding Companies -
                Major Regional (0.3%)
      5,000   Bank United Corp.                 174
      5,775   Columbia Banking Systems, Inc. *  104
     13,500   Hamilton Bancorp, Inc. *          290
                                            -------
                                                568
                                            -------

              Beverages - Alcoholic (0.2%)
     10,000   Robert Mondavi Corp. *            445
                                            -------

              Biotechnology (0.9%)
      5,600   Affymetrix, Inc. *                172
     10,000   Arqule, Inc. *                    185
      5,000   CN Biosciences, Inc. *             79
      5,000   Gilead Sciences, Inc. *           136
     10,000   Human Genome Sciences, Inc. *     387
      6,700   Ilex Oncology, Inc. *              94
      5,000   Med Immune, Inc. *                 78
      2,500   Pharmacopeia, Inc.                 38
     10,000   Protein Design Labs, Inc. *       316
      7,000   SangStat Medical Corp. *          175
                                            -------
                                              1,660
                                            -------

              Broadcasters (0.9%)
      3,500   Argyle Television, Inc. *          82
      7,000   Emmis Broadcasting Corp. *        269
      9,100   Gray Communications
                Systems, Inc. *                 165
     15,000   Heftel Broadcasting Corp. *       742
     10,725   Outdoor Systems, Inc. *           355
      4,800   Univision Communications, Inc. *  173
                                            -------
                                              1,786
                                            -------

              Brokerage Firms (0.1%)
      6,000   Hambrecht & Quist Group *         137
                                            -------

              Building Materials (0.3%)
      5,500   Barnett, Inc. *                   122
     11,200   Diamond Home Services, Inc. *     112
      6,000   Service Experts, Inc. *           169
      6,400   Watsco, Inc.                      186
                                            -------
                                                589
                                            -------

              Chemicals (0.2%)
     20,300   NuCo2,  Inc. *                    330
                                            -------

              Chemicals - Specialty (0.1%)
      6,400   Brunswick Technologies, Inc. *     57
      2,600   Zoltek Companies, Inc. *           81
                                            -------
                                                138
                                            -------

              Communication - Equipment
                Manufacturers (1.1%)
      8,100   ACC Corp. *                       209
      1,100   Advanced Fibre
                Communications, Inc. *           61
     11,000   Aware, Inc. *                     151
     20,000   Datum, Inc. *                     485
      7,500   ODS Networks, Inc.                121
      3,000   Peerless Systems Corp. *           47
      4,000   REMEC, Inc. *                     120
      2,000   Sawtek, Inc. *                     67
     15,000   Shiva Corp. *                     193
      6,500   Spectrian Corp. *                 143
     10,000   ViaSat, Inc. *                    145
     22,300   Yurie Systems, Inc.               368
                                            -------
                                              2,110
                                            -------

              Computer Software & Service (3.0%)
     22,500   Alternative Resources Corp. *     416
     10,000   Arbor Software Corp. *            297
     16,200   Aspect Development, Inc. *        383
      3,482   Avant! Corp.                       80
      8,900   Award Software
                International, Inc. *           120
      5,900   CCC Information Services
                Group, Inc. *                   102
     15,600   Checkfree Corp. *                 273
      7,400   Claremont Technology Group,  
               Inc. *                           169
     16,300   Complete Busines Solutions,
               Inc. *                           289
     21,300   Credit Management
                Solutions, Inc. *               224
     10,000   DBT Online *                      452
     16,000   Deltek Systems, Inc. *            224
      5,000   ENVOY Corp. *                     151
     32,500   Geotel Communications Corp. *     431
      1,000   HNC Software, Inc. *               33
      1,300   I2 Technologies, Inc. *            56
      3,400   Indus Group, Inc. *                60
      9,000   Integrated Systems, Inc. *        130
      7,100   Intelligroup, Inc. *               77
      5,100   LHS Group, Inc. *                 170
     15,000   Macrovision Corp. *               189
      5,000   Microware Systems Corp. *          39
      4,000   Pegasystems, Inc. *               114
      4,000   Phoenix International Ltd., Inc. * 83
     12,500   PLATINUM Technology, Inc. *       181
      3,000   Rational Software Corp. *          57
        500   Sapient Corp. *                    22
      2,000   Security Dynamics
                Technologies, Inc. *             74
      5,000   Simulation Sciences, Inc. *        74
      7,000   SRS Labs, Inc. *                   75
      3,100   Technology Modeling
                Associates, Inc. *               37
      7,000   TriTeal Corp. *                    60
      3,000   Wind River Systems, Inc. *        102
     12,000   Wonderware Corp. *                164
     30,000   XcelleNet, Inc. *                 476
      3,000   Xionics Document
                Technologies, Inc. *             42
                                            -------
                                              5,926
                                            -------

              Computer Systems (1.0%)
      7,000   Advanced Digital
                Information Corp.               108
     16,600   CHS Electronics, Inc. *           413
     25,000   Integrated Process
                Equipment Corp. *               459
     30,000   Invision Technologies, Inc. *     431
      6,000   Pomeroy Computer
                Resources, Inc. *               138
     10,000   Sandisk Corp. *                   144
      8,000   SBS Technologies, Inc. *          148
      7,000   Total Control Products, Inc. *     53
                                            -------
                                              1,894
                                            -------

              Cosmetics (0.1%)
      5,000   Carson, Inc. *                     49
                                            -------

              Drugs (0.1%)
      9,000   Kos Pharmaceuticals, Inc. *       269
                                            -------

              Electric Power (0.1%)
      9,200   Calpine Corp. *                   189
                                            -------

              Electrical Equipment (0.3%)
      5,700   Charter Power Systems, Inc.       192
     17,500   Chicago Miniature Lamp, Inc.      420
                                            -------
                                                612
                                            -------

              Electronics - Instrumentation (2.2%)
     13,100   Brooks Automation, Inc. *         226
     12,500   CFM Technologies Inc. *           380
     13,600   Cymer, Inc. *                     721
     17,700   Electroglas, Inc. *               445
     16,000   EMCORE Corp. *                    272
     11,500   Etec Systems, Inc. *              512
     33,500   HMT Technology Corp. *            448
      5,000   IKOS Systems, Inc. *              124
      8,000   Integrated Measurement
                Systems, Inc. *                 134
     15,000   Lecroy Corp. *                    525
     10,000   Photronics, Inc. *                446
      2,400   Speedfam International, Inc. *     87
      6,000   Thermo Optek Corp. *               75
                                            -------
                                              4,395
                                            -------

              Electronics - Semiconductors (1.0%)
      8,500   Benchmarq Microelectronics, Inc.* 171
      5,500   ESS Technology, Inc. *             85
      5,000   Lattice Semiconductors Corp. *    290
     19,500   Sierra Semiconductor Corp. *      471
      3,000   SMART Modular
                Technologies, Inc. *            101
      8,000   TranSwitch Corp. *                 51
      6,000   Triquint Semiconductor, Inc. *    238
      4,500   Vitesse Semiconductor Corp. *     162
     21,000   Zoran Corp. *                     438
                                            -------
                                              2,007
                                            -------

              Finance - Business/Commercial  (0.4%)
      6,000   Leasing Solutions, Inc. *          91
     12,700   Medallion Financial Corp.         222
     10,000   Sirrom Capital Corp.              389
                                            -------
                                                702
                                            -------

              Finance - Consumer (0.5%)
      3,750   Aames Financial Corp.              48
      5,800   ACC Consumer Finance Corp. *       64
      7,500   Central Financial
                Acceptance Corp. *               82
     20,000   FIRSTPLUS Financial
                Group, Inc. *                   510
      9,000   NCO Group, Inc. *                 297
                                            -------
                                              1,001
                                            -------

              Finance - Real Estate (0.2%)
     12,000   IMC Mortgage Co. *                173
     16,500   Southern Pacific Funding Corp. *  231
                                            -------
                                                404
                                            -------

              Foods (0.2%)
      5,500   Odwalla, Inc. *                    73
      8,500   Suiza Foods Corp. *               254
     12,000   UniMark Group, Inc. *              82
                                            -------
                                                409
                                            -------

              Gaming Companies (0.3%)
     11,400   Anchor Gaming *                   484
      3,000   Silicon Gaming, Inc. *             43
                                            -------
                                                527
                                            -------

              Healthcare - HMOs (0.1%)
      3,700   First Commonwealth, Inc. *         68
      5,000   United Dental Care, Inc. *         85
                                            -------
                                                153
                                            -------

              Healthcare - Miscellaneous (0.8%)
      5,000   Advance Paradigm, Inc. *           82
      1,900   Applied Analytical Industries,Inc.*35
      1,100   Enterprise Systems, Inc. *         32
      3,200   Health Systems Design Corp. *      16
      4,000   Medquist, Inc. *                  103
     19,000   PAREXEL International Corp. *     625
      3,000   Pediatrix Medical Group, Inc. *   119
      6,200   Physicians Resource Group, Inc. *  73
      1,600   Quadramed Corp. *                  11
     10,000   Renal Care Group, Inc. *          372
                                            -------
                                              1,468
                                            -------

              Home Furnishings & Appliances (0.1%)
      5,000   Ethan Allen Interiors Inc.        261
                                            -------

              Hospitals (0.2%)
     12,600   National Surgery Centers, Inc. *  485
                                            -------

              Hotel/Motel (0.3%)
      9,000   Bristol Hotel Co. *               330
      5,000   Doubletree Corp. *                224
      5,000   Suburban Lodges of
                America, Inc. *                 105
                                            -------
                                                659
                                            -------

              Household Products (0.1%)
     10,000   USA Detergents, Inc. *            130
                                            -------

              Housing - Manufactured (0.1%)
      2,100   Belmont Homes, Inc. *              17
                                            -------

              Insurance - Property/Casualty (0.1%)
     10,000   Nationwide Financial
                Services, Inc. *                281
                                            -------

              Leisure Time (0.3%)
     15,000   Action Performance
                Companies, Inc. *               361
     10,000   Penn National Gaming, Inc. *      180
      5,500   RockShox, Inc. *                   80
                                            -------
                                                621
                                            -------

              Machinery - Diversified (0.3%)
     21,500   RDO Equipment Co. *               387
     16,000   U. S. Rentals, Inc. *             380
                                            -------
                                                767
                                            -------

              Manufacturing - Diversified
                Industries (0.1%)
      6,900   United States Filter Corp. *      217
                                            -------

              Medical Products & Supplies (1.0%)
      3,000   American Medserve Corp. *          44
      6,000   ArthroCare Corp. *                 46
     10,000   Bionx Implants, Inc. *            160
      5,000   Capstone Pharmacy Services, Inc. * 50
      7,000   Gulf South Medical Supply *       138
      3,000   Heartport, Inc. *                  72
      6,000   Henry Schein, Inc. *              200
     15,000   IDEXX Laboratories, Inc. *        212
      7,100   Marquette Medical Systems, Inc. * 163
     10,000   NCS HealthCare, Inc. *            280
      4,000   Perclose, Inc. *                   93
      8,900   Seamed Corp. *                    157
      5,300   Suburban Ostomy Supply, Inc. *     50
      4,500   Urologix, Inc. *                   75
      7,000   Vertex Pharmaceuticals, Inc. *    283
      3,600   Vitalink Pharmacy Services, Inc. * 69
      5,000   Xomed Surgical Products, Inc. *    81
                                            -------
                                              2,173
                                            -------

              Nursing Care (0.1%)
      5,000   Atria Communities, Inc. *          66
      5,000   Multicare Companies, Inc. *       125
                                            -------
                                                191
                                            -------

              Office Equipment & Supplies  (0.1%)
      3,000   American Pad & Paper Co. *         56
                                            -------

              Oil - Exploration & Production (0.4%)
      2,500   Costilla Energy, Inc. *            31
     10,100   Edge Petroleum, Inc. *            144
      3,900   Nuevo Energy Co. *                170
      7,100   Rutherford-Moran Oil Corp. *      144
      5,000   Stone Energy Corp. *              140
      5,000   Swift Energy Co. *                134
                                            -------
                                                763
                                            -------

              Oil & Gas Drilling (0.6%)
      5,000   Cliffs Drilling Co. *             350
      6,000   Falcon Drilling Co., Inc. *       275
     13,400   Patterson Energy, Inc. *          483
                                            -------
                                              1,108
                                            -------

              Oil Well Equipment & Service (1.1%)
      3,500   Carbo Ceramics, Inc. *             79
     13,200   Halter Marine Group, Inc. *       310
     15,000   Hvide Marine, Inc. "A" *          360
      9,000   Input/Output, Inc. *              160
      9,300   National-Oilwell, Inc. *          450
      8,000   Trico Marine Services, Inc. *     300
     18,000   Varco International, Inc. *       495
      5,000   Veritas DGC, Inc. *               104
                                            -------
                                              2,258
                                            -------

              Paper & Forest Products (0.1%)
      3,100   Amscam Holdings, Inc. *            40
                                            -------

              Pollution Control (0.1%)
     10,000   American Disposal
                Services, Inc. *                200
                                            -------

              Publishing (0.2%)
      7,500   C/NET, Inc. *                     174
      5,500   World Color Press, Inc. *         144
                                            -------
                                                318
                                            -------

              Real Estate (0.2%)
     10,000   Signature Resorts, Inc. *         294
      9,200   Vistana, Inc. *                   109
                                            -------
                                                403
                                            -------

              Real Estate Investment Trusts (0.3%)
      7,500   Alexandria Real Estate
                Equities, Inc. *                165
      5,000   American General
                Hospitality Corp.               129
      5,500   Golf Trust of America, Inc.       150
      7,500   Prentiss Properties Trust         176
                                            -------
                                                620
                                            -------

              Restaurants (0.4%)
      8,100   Einstein/Noah Bagel Corp. *       124
     11,200   Landry's Seafood
                Restaurants, Inc. *             207
      6,300   Papa John's International, Inc. * 201
     10,000   PJ America, Inc. *                170
                                            -------
                                                702
                                            -------

              Retail - Food Chains (0.1%)
      5,000   Dominick's Supermarkets, Inc. *   121
                                            -------

              Retail - General Merchandising (0.1%)
      5,000   Dollar Tree Stores, Inc. *        240
                                            -------

              Retail - Specialty (1.6%)
     10,000   99 Cents Only Stores *            253
      4,500   Abercrombie & Fitch Co. *          78
      3,000   Alrenco, Inc. *                    36
     10,000   Coldwater Creek, Inc. *           170
      3,500   Cross Continent Auto
                Retailers, Inc. *                45
      8,000   Daisytek International Corp. *    252
     12,000   Delia's, Inc. *                   284
      5,000   Eagle Hardware and Garden, Inc.*  120
     20,000   Finish Line, Inc. "A" *           248
      6,300   Gadzooks, Inc. *                  209
      1,900   Garden Botanika, Inc. *            10
     18,000   Garden Ridge Corp. *              218
      7,000   Guitar Center, Inc. *             134
      5,800   Hibbett Sporting Goods, Inc. *    100
     13,250   Just For Feet, Inc. *             260
      5,400   K&G Men's Center, Inc. *           90
      5,000   MSC Industrial Direct Co., Inc. * 178
      8,700   Party City Corp. *                126
      8,000   Paul Harris Stores Inc. *         139
      3,500   Petco Animal Supplies, Inc. *      94
                                            -------
                                              3,044
                                            -------

              Shoes (0.1%)
      7,000   Vans, Inc. *                       88
                                            -------

              Specialized Services (3.2%)
     19,600   Administaff, Inc. *               390
     24,000   Altron, Inc. *                    399
      2,000   American Residential
                Services, Inc. *                 41
      5,100   APAC TeleServices, Inc. *         100
      5,800   Benchmark Electronics, Inc. *     204
      3,300   Caribiner International, Inc. *   214
      5,800   COREStaff, Inc. *                 138
      8,800   Data Processing Resources Corp. * 194
     11,200   Electronic Fab Technology Corp. *  71
     14,200   F.Y.I., Inc. *                    312
      6,000   Fine Host Corp. *                 183
      2,100   Information Management
                Resources, Inc. *                74
      7,700   IntelliQuest Information
                Group, Inc. *                   150
     18,500   International Network Services *  481
     23,000   International Telecommunication
                Data Systems, Inc. *            385
     15,950   Lamar Advertising Co. "A" *       403
      2,600   Lason, Inc. *                      58
      9,400   Mastech Corp. *                   169
      7,500   Merix Corp. *                     122
      4,500   Nova Corp. *                       82
     22,600   Obie Media Corp. *                141
      3,000   Personnel Group of America, Inc. * 91
     15,000   PMT Services, Inc. *              240
      4,700   Precision Response Corp. *        108
      3,000   Prime Service, Inc. *              73
      6,000   RemedyTemp, Inc. "A" *            104
     10,300   Rental Service Corp. *            224
      3,000   Romac International, Inc. *        88
      3,000   SCB Computer Technology, Inc. *    69
      3,900   Snyder Communications, Inc. *     107
      3,200   Staffmark, Inc. *                  60
      5,800   Superior Consultant, Inc. *       175
     15,450   Sykes Enterprises, Inc. *         384
      4,000   Teletech Holdings, Inc. *          92
      6,400   Universal Outdoor Holdings, Inc. *208
      5,000   Wackenhut Corp. "B"                76
      3,000   Whittman-Hart, Inc. *              78
                                            -------
                                              6,488
                                            -------

              Telecommunications (0.6%)
      8,100   Brooks Fiber Properties, Inc. *   209
      4,500   Intermedia Communications of
                Florida, Inc. *                 136
      7,000   IXC Communications, Inc. *        178
      4,500   Pacific Gateway Exchange, Inc. *  119
      7,000   SmartTalk TeleServices, Inc. *     94
     10,000   Tel-Save Holdings, Inc. *         155
      5,000   Telco Communications
                Group, Inc. *                   118
      3,800   Teleport Communications
                Group, Inc. *                   115
                                            -------
                                              1,124
                                            -------

              Telephones (0.3%)
      8,437   Brightpoint, Inc.                 262
      6,000   InterCel, Inc. *                   82
      1,500   McLeod, Inc. *                     36
      3,800   Omnipoint Corp. *                  52
      3,900   Premiere Technologies, Inc. *     104
                                            -------
                                                536
                                            -------

              Textiles (0.2%)
      5,000   Cutter & Buck, Inc. *              66
     19,000   North Face, Inc. *                347
                                            -------
                                                413
                                            -------

              Tobacco (0.1%)
      5,000   General Cigar Holdings, Inc. *    148
                                            -------

              Transportation - Miscellaneous (0.1%)
      5,000   Coach USA, Inc. *                 131
                                            -------

              Truckers (0.3%)
     16,500   Amerco *                          453
      5,000   Heartland Express, Inc. *         109
                                            -------
                                                562
                                            -------

              Miscellaneous (0.2%)
      5,000   Carriage Services, Inc. *          89
     10,000   Equity Corp. International *      240
                                            -------
                                                329
                                            -------

              Total small cap stocks
                (cost: $47,817)              55,295
                                            -------



     Large Cap Stocks (32.2%)
              Airlines (0.3%)
     23,100   Southwest Airlines Co.            595
                                            -------

              Biotechnology (1.7%)
     10,000   Amgen, Inc. *                     669
     20,000   Biogen Inc. *                     664
     55,000   Chiron Corp. *                  1,038
     40,000   Genzyme Corp. *                   955
                                            -------
                                              3,326
                                            -------

              Communication - Equipment
                Manufacturers (3.9%)
     40,000   3Com Corp. *                    1,930
     28,000   Ascend Communications, Inc. *   1,561
     50,000   Cascade Communications Corp. *  1,912
     33,000   Cisco Systems, Inc. *           2,236
                                            -------
                                              7,639
                                            -------

              Computer Software & Service (0.4%)
     20,000   First Data Corp.                  800
                                            -------

              Computer Systems (0.8%)
      4,200   Gateway 2000, Inc. *              279
     20,000   Micron Electronics, Inc. *        304
     10,000   Seagate Technology, Inc. *        406
     10,000   Western Digital Corp. *           541
                                            -------
                                              1,530
                                            -------

              Drugs (2.8%)
     15,000   Ivax Corp. *                      161
     30,000   Mylan Laboratories, Inc.          454
    140,000   Pharmacia & Upjohn, Inc.        4,848
                                            -------
                                              5,463
                                            -------

              Electronics - Instrumentation (1.7%)
     22,000   KLA Instruments Corp. *         1,046
     40,900   Lam Research Corp. *            1,488
     20,200   Teradyne, Inc. *                  828
                                            -------
                                              3,362
                                            -------

              Electronics - Semiconductors (5.3%)
     25,000   Advanced Micro Devices, Inc. *  1,000
      9,066   Analog Devices, Inc. *            243
     26,000   Applied Materials, Inc. *       1,696
      5,000   Intel Corp.                       757
      4,500   LSI Logic Corp. *                 188
     65,200   Micron Technology, Inc.         2,771
     31,500   Motorola, Inc.                  2,091
     10,600   Novellus Systems, Inc. *          868
      8,100   Texas Instruments, Inc.           728
                                            -------
                                             10,342
                                            -------

              Finance - Consumer (0.8%)
     50,000   Advanta Corp.                   1,469
                                            -------

              Gaming Companies (0.3%)
     27,200   International Game Technology     483
                                            -------

              Healthcare - Diversified (0.4%)
      7,100   Warner-Lambert Co.                715
                                            -------

              Manufacturing - Diversified
                Industries (0.5%)
     18,700   Hillenbrand Industries, Inc.      881
                                            -------

              Medical Products & Supplies (2.3%)
     23,100   Bausch & Lomb, Inc.               930
     16,100   Boston Scientific Corp. *         859
     20,000   St. Jude Medical, Inc. *          678
     59,000   United States Surgical Corp.    1,991
                                            -------
                                              4,458
                                            -------

              Oil - Domestic (0.5%)
      6,000   Atlantic Richfield Co.            873
                                            -------

              Oil - Exploration & Production (0.1%)
      3,100   Burlington Resources, Inc.        144
                                            -------

              Oil - International (0.6%)
      9,900   Texaco, Inc.                    1,080
                                            -------

              Oil & Gas Drilling (0.9%)
     25,000   Transocean Offshore, Inc.       1,725
                                            -------

              Oil Well Equipment & Service (2.0%)
     12,800   Baker Hughes, Inc.                480
     20,000   Ensco International, Inc.*        997
     19,300   Halliburton Co.                 1,493
     20,000   Tidewater, Inc.                   843
                                            -------
                                              3,813
                                            -------

              Restaurants (0.8%)
     51,000   Brinker International, Inc. *     707
     20,000   Lone Star Steakhouse
                & Saloon, Inc. *                460
     15,000   Outback Steakhouse, Inc. *        349
                                            -------
                                              1,516
                                            -------

              Retail - Food Chains (0.1%)
      3,000   Great Atlantic & Pacific Tea
                Co., Inc.                        83
                                            -------

              Shoes (0.4%)
     15,000   Nike, Inc. "B"                    855
                                            -------

              Tobacco (3.5%)
     68,300   Philip Morris Co., Inc.         3,005
     95,600   RJR Nabisco Holdings Corp.      3,095
     25,700   UST, Inc.                         733
                                            -------
                                              6,833
                                            -------


              Truckers (2.1%)
     33,500   Caliber System, Inc.            1,072
     59,200   CNF Transportation, Inc.        1,909
     21,100   Consolidated Freightways Corp.*   261
      2,000   Roadway Express, Inc.              38
     32,400   Ryder System, Inc.              1,074
                                            -------
                                              4,354
                                            -------

              Total large cap stocks
                (cost: $53,295)              62,339
                                            -------

<TABLE>
<CAPTION>

PRINCIPAL
AMOUNT                                                             COUPON
(000)                                                              RATE          MATURITY
- ---------                                                          ------        --------


     <C>      <C>                                                  <C>           <C>              <C>
                              Bonds (19.0%)
     $2,000   Capital One Financial Corporation                    7.25%         12/01/03          1,945
      1,000   Comcast Cable Communications                         8.13           5/01/04          1,017(a)
      1,000   Corporacion Andina De Fomento, Bonds (Venezuela)     7.10           2/01/03            996
      1,000   First Industrial LP                                  7.60           5/15/07            998
      1,000   Fisher Scientific International, Inc.                7.13          12/15/05            974
      1,000   Franchise Finance Corp. of America, Senior Notes     7.00          11/30/00            999
      2,000   Giddings & Lewis, Inc., Notes                        7.50          10/01/05          1,961
      1,000   Great Atlantic & Pacific Tea, Inc., Senior Notes     7.70           1/15/04          1,005
      1,000   Health Care Property Investors, Inc., Senior Notes   6.50           2/15/06            936
      2,000   HUBCO, Inc.                                          8.20           9/15/06          2,061
      1,000   Kmart Corp., Debentures                              7.95           2/01/23            881
      2,000   MacSaver Financial Services, Inc.                    7.40           2/15/02          1,980
      1,000   Merita Bank Ltd., Subordinated Note (Finland)        6.50           1/15/06            947
      1,000   Pulte Corp., Senior Notes                            7.00          12/15/03            975
      1,000   RJR Nabisco, Inc., Notes                             8.00           7/15/01          1,011
      1,000   Security Capital Pacific Trust, Notes                7.15          10/15/03            992
      2,000   Tele-Communications, Inc., Senior Notes              8.25           1/15/03          2,037
      1,000   Time Warner, Inc., Notes                             7.48           1/15/08            988
      1,000   Washington Real Estate Investment Trust, Senior Notes7.25           8/13/06            989
      2,000   WorldCom, Inc.                                       7.55           4/01/04          2,012
      2,064   Government National Mortgage Association             6.50          10/20/25          1,950
      2,457   Government National Mortgage Association             7.00           6/20/26          2,383
      2,973   Government National Mortgage Association             7.50          10/20/26          2,954
      1,965   Government National Mortgage Association             7.50          11/20/26          1,952
      1,953   Government National Mortgage Association             8.00           9/20/26          1,984
                                                                                                  ------
              Total bonds (cost: $37,061)                                                         36,927
                                                                                                  ------
</TABLE>

<TABLE>
<CAPTION>

PRINCIPAL                                                                                    MARKET
AMOUNT                                                              COUPON                   VALUE
(000)                    SECURITY                                   RATE          MATURITY   (000)
- ---------                --------                                   ------        --------   ------

      <C>     <C>                                                   <C>           <C>        <C>
                         Money Market Instrument (0.3%)
      $ 550   Federal National Mortgage Association (cost: $550)    5.52%         6/02/97    $     550
                                                                                             --------- 
              Total investments (cost: $171,518)                                             $ 193,506
                                                                                             =========

</TABLE>                                                               
- ----------------------
*Non-income producing.

<TABLE>


                                 Portfolio Summary By Industry
                                 -----------------------------
                        <C>                                                   <C>
                        Healthcare Related                                    12.0%
                        Electronics Related                                   11.4
                        Telecommunications Related                             8.7
                        Oil Related                                            7.9
                        U.S. Government & Agency Issues                        6.1
                        Bank Related                                           5.0
                        Retail Related                                         4.9
                        Tobacco                                                4.2
                        Computer Software & Service                            4.0
                        Specialized Services                                   4.0
                        Real Estate Investment Trusts                          2.9
                        Broadcasters                                           2.8
                        Truckers                                               2.5
                        Computer Systems                                       2.0
                        Finance - Consumer                                     1.3
                        Machine Tools                                          1.2
                        Restaurants                                            1.1
                        Auto Parts                                             1.0
                        Manufacturing - Diversified                            1.0
                        Other                                                 15.8
                                                                              ----
                                                                              99.8%
                                                                              ====

</TABLE>

Growth Strategy Fund
Notes to Portfolio of Investments in Securities

May 31, 1997

GENERAL NOTES
Market values of securities are determined by procedures and practices discussed
in note 1 to the financial statements.

The cost of securities for federal income tax purposes is approximately the same
as that reported in the financial statements.

The percentages shown represent the percentage of the investments to net assets.

The Large Cap  Stocks  category  consists  of  investments  in common  stocks of
companies  with  market  capitalizations  of $1  billion  or more at the time of
purchase.  Small Cap Stocks have market  capitalizations of less than $1 billion
at the time of purchase.

ADS/ADR -- American Depositary Shares/Receipts are foreign shares held by a U.S.
bank which issues a receipt  evidencing  ownership.  Dividends  are paid in U.S.
dollars.

GDS/GDR  -- Global  Depositary  Shares/Receipts  are  foreign  shares  held by a
non-U.S. bank which issues a receipt evidencing ownership. Dividends are paid in
U.S. dollars.

SPECIFIC NOTES
(a) Security is exempt from  registration  under the  Securities Act of 1933 and
    has been determined to be liquid by the Manager. Any resale of this security
    may occur in an  exempt  transaction  in the  United  States to a  qualified
    institutional buyer as defined by Rule 144A.


See accompanying notes to financial statements.

Growth Strategy Fund
Statement of Operations
(In Thousands)


May 31, 1997

<TABLE>
<S>                                                                                           <C>
Net investment income:
   Income (net of foreign taxes withheld of $71):
      Dividends                                                                               $   1,422
      Interest                                                                                    2,234
                                                                                              ---------
         Total income                                                                             3,656
                                                                                              ---------
   Expenses:
      Management fees                                                                               991
      Transfer agent's fees                                                                         393
      Custodian's fees                                                                              220
      Postage                                                                                        23
      Shareholder reporting fees                                                                      8
      Trustees' fees                                                                                  3
      Registration fees                                                                              60
      Audit fees                                                                                     20
      Legal fees                                                                                      3
      Other                                                                                           8
                                                                                              ---------
         Total expenses                                                                           1,729
                                                                                              ---------
            Net investment income                                                                 1,927
                                                                                              ---------
Net realized  and  unrealized  gain on  investments  and  foreign  currency:
   Net realized gain (loss) on:
      Investments                                                                                   955
      Foreign currency transactions                                                                  (4)
   Change in net unrealized appreciation/depreciation of:
      Investments                                                                                11,018
      Translation of assets and liabilities in foreign currencies                                    (2)
                                                                                              ---------
            Net realized and unrealized gain                                                     11,967
                                                                                              ---------
Increase in net assets resulting from operations                                              $  13,894
                                                                                              =========

</TABLE>


See accompanying notes to financial statements.


Growth Strategy Fund
Statements of Changes in Net Assets
(In Thousands)

Year ended May 31, 1997
and Nine-month period ended May 31, 1996*

<TABLE>
<CAPTION>

                                                                              1997               1996
                                                                              ----               ----
<S>                                                                       <C>                 <C>
From operations:
   Net investment income                                                  $    1,927          $     389
   Net realized gain on investments                                              955              1,393
   Net realized loss on foreign currency transactions                             (4)                (1)
   Change in net unrealized appreciation/depreciation of:
      Investments                                                             11,018             10,970
      Foreign currency translations                                               (2)             -
                                                                          ----------          ---------
      Increase in net assets resulting from operations                        13,894             12,751
                                                                          ----------          ---------

Distributions to shareholders from:
   Net investment income                                                      (1,215)               (83)
                                                                          ----------          ---------
   Net realized gains                                                         (3,874)             -
                                                                          ----------          ---------

From capital share transactions:
   Proceeds from shares sold                                                 138,121             77,248
   Shares issued for dividends reinvested                                      4,982                 53
   Cost of shares redeemed                                                   (45,175)            (2,781)
                                                                          ----------          ---------  
      Increase in net assets from capital share transactions                  97,928             74,520
                                                                          ----------          ---------
Net increase in net assets                                                   106,733             87,188
Net assets:
   Beginning of period                                                        87,188              -
                                                                          ----------          ---------
   End of period                                                          $  193,921          $  87,188
                                                                          ==========          =========

Undistributed net investment income included in net assets:
   Beginning of period                                                    $      338          $   -
                                                                          ==========          =========
   End of period                                                          $    1,057          $     338
                                                                          ==========          =========

Change in shares outstanding:
   Shares sold                                                                11,224              7,082
   Shares issued for dividends reinvested                                        412                  5
   Shares redeemed                                                            (3,679)              (244)
                                                                          ----------          ---------
      Increase in shares outstanding                                           7,957              6,843
                                                                          ==========          =========

* Fund commenced operations September 1, 1995.

</TABLE>

See accompanying notes to financial statements.



Growth Strategy Fund
Notes to Financial Statements

May 31, 1997

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USAA INVESTMENT TRUST (the Trust),  registered under the Investment  Company Act
of 1940, as amended, is a diversified,  open-end  management  investment company
organized as a Massachusetts business trust consisting of eleven separate funds.
The  information  presented in this annual  report  pertains  only to the Growth
Strategy  Fund (the Fund).  The Fund's  investment  objective  is to seek a high
total return,  with reduced risk over time, through an asset allocation strategy
which emphasizes capital appreciation and gives secondary emphasis to income.

A. Security  valuation -- The value of each  security is  determined  (as of the
close of  trading  on the New  York  Stock  Exchange  on each  business  day the
Exchange is open) as set forth below:

1.  Portfolio  securities,  except as  otherwise  noted,  traded  primarily on a
domestic  securities  exchange  are  valued  at the  last  sales  price  on that
exchange.  Portfolio securities traded primarily on foreign securities exchanges
are generally  valued at the closing  values of such  securities on the exchange
where  primarily  traded.  If no sale is  reported,  the  latest  bid  price  is
generally used depending upon local custom or regulation.

2.  Over-the-counter  securities  are priced at the last sales  price or, if not
available, at the average of the bid and asked prices.

3.  Securities  purchased  with  maturities  of 60 days or less  are  stated  at
amortized cost which approximates market value.

4. Other  debt and  government  securities  are valued  each  business  day by a
pricing  service (the  Service)  approved by the Fund's  Board of Trustees.  The
Service uses the mean between quoted bid and asked prices or the last sale price
to price securities when, in the Service's  judgement,  these prices are readily
available and are  representative  of the  securities'  market values.  For many
securities,  such prices are not readily available. The Service generally prices
these  securities  based on methods  which  include  consideration  of yields or
prices  of  securities  of  comparable  quality,   coupon,  maturity  and  type,
indications  as to  values  from  dealers  in  securities,  and  general  market
conditions.

5.  Securities  which cannot be valued by the methods set forth  above,  and all
other assets,  are valued in good faith at fair value,  using methods determined
by the Manager under the general supervision of the Board of Trustees.

B. Federal taxes -- The Fund's policy is to comply with the  requirements of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute  substantially all of its income to its shareholders.  Therefore,  no
federal  income or excise  tax  provision  is  required.  As a result of certain
permanent  differences  between book and tax basis accounting for investments in
passive  foreign  investment  companies,  reclassifications  were  made  to  the
statement  of assets and  liabilities  at May 31, 1997 to  increase  accumulated
undistributed net investment  income by $10,776 and to decrease  accumulated net
realized gain on investments by $10,776. A similar  reclassification was made in
1996 in the amount of $32,948.

C.  Investments in securities -- Security  transactions are accounted for on the
date the securities are purchased or sold (trade date).  Gain or loss from sales
of investment  securities  is computed on the  identified  cost basis.  Dividend
income,  less foreign taxes, if any, is recorded on the ex-dividend date. If the
ex-dividend  date has passed,  certain  dividends  from foreign  securities  are
recorded upon  notification.  Interest  income is recorded on the accrual basis.
Discounts  and  premiums  on  securities  are  amortized  over  the  life of the
respective securities.

D. Foreign  currency  translations  -- The assets of the Fund may be invested in
the securities of foreign issuers.  Since the accounting records of the Fund are
maintained in U.S.  dollars,  foreign  currency amounts are translated into U.S.
dollars on the following basis:

1. Market value of securities, other assets, and liabilities at the mean between
the bid and asked translation rates of such currencies against U.S. dollars.

2.  Purchases  and sales of  securities,  income,  and  expenses  at the rate of
exchange obtained from an independent pricing service on the respective dates of
such transactions.

Net realized and unrealized foreign currency  gains/losses  occurring during the
holding  period  of  investments  are  a  component  of  realized  gain/loss  on
investments   and   unrealized    appreciation/depreciation    on   investments,
respectively.

Net realized foreign currency gains/losses arise from sales of foreign currency,
currency  gains/losses  realized  between  the  trade  and  settlement  dates on
security  transactions,  and from the difference  between  amounts of dividends,
interest,  and foreign  withholding  taxes  recorded on the Fund's books and the
U.S. dollar  equivalent of the amounts  received.  Net realized foreign currency
gains/losses  are  reclassified  from  accumulated  net  realized  gain/loss  to
accumulated  undistributed  net investment income on the statement of assets and
liabilities  as  such  amounts  are  treated  as  ordinary  income/loss  for tax
purposes.  Net unrealized  foreign  currency  exchange  gains/losses  arise from
changes  in the  value of assets  and  liabilities  other  than  investments  in
securities resulting from changes in the exchange rate.

E. Use of estimates -- The  preparation  of financial  statements  in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates and assumptions  that may affect the reported amounts in the financial
statements.

(2) Lines of Credit
The Fund  participates  with other USAA funds in two joint short-term  revolving
loan  agreements  totaling $850 million  through January 13, 1998, one with USAA
Capital  Corporation   (CAPCO),  an  affiliate  of  the  Manager  ($750  million
uncommitted),  and one with an unaffiliated bank ($100 million  committed).  The
purpose  of the  agreements  is to  meet  temporary  or  emergency  cash  needs,
including   redemption  requests  that  might  otherwise  require  the  untimely
disposition of securities.  Subject to availability under these agreements,  the
Fund may borrow up to a maximum of 25% of its total assets, of which only 5% may
be borrowed  from  CAPCO,  at the lending  institution's  borrowing  rate plus a
markup.  The Fund had no borrowings under either of these agreements  during the
year ended May 31, 1997.

(3)   Distributions
Distributions  of  net  investment  income  and  realized  gains  from  security
transactions not offset by capital losses are made in the succeeding fiscal year
or as otherwise required to avoid the payment of federal taxes. Overdistribution
of net realized gain on  investments  is a result of capital gain  distributions
required for federal  excise tax  purposes,  and does not  represent a return of
capital. Such amounts will be available to offset future capital gains.

Distributions  of net  investment  income  of $.0699  per  share and  short-term
capital  gains of $.0003 per  share,  declared  and paid in July  1997,  are not
reflected in the accompanying financial statements.

(4)   Investment Transactions
Purchases and sales/maturities of securities,  excluding short-term  securities,
for the year ended May 31, 1997 were $177,013,636 and $80,258,615, respectively.

Gross  unrealized  appreciation  and depreciation of investments at May 31, 1997
was $27,054,807 and $5,066,341, respectively.

(5)   Foreign Currency Contracts
A forward currency contract  (currency  contract) is a commitment to purchase or
sell a foreign  currency at a specified  date, at a negotiated  price.  The Fund
currently enters into currency contracts only in connection with the purchase or
sale of a security denominated in a foreign currency.  These contracts allow the
Fund to "lock in" the U.S. dollar price of the security.  Currency contracts are
valued on a daily basis using foreign  currency  exchange rates obtained from an
independent  pricing service.  Risks of entering into currency contracts include
the potential  inability of the  counterparty  to meet the terms of the contract
and the Fund giving up the opportunity for potential profit.

At May 31, 1997,  the terms of open foreign  currency  contracts were as follows
(in thousands):

<TABLE>
<CAPTION>

                                      U.S. Dollar                         U.S. Dollar      Unrealized
  Exchange        Currency to be      Value as of    Currency to be        Value as of    Appreciation
    Date             Delivered          5/31/97         Received             5/31/97     (Depreciation)
    ----            ----------          -------         --------             -------     --------------

   <C>        <C>                     <C>         <C>                     <C>            <C>
       
   6/02/97         67 U.S. Dollar        $ 67        41 British Pound         $ 67           $  -
   6/02/97         12 U.S. Dollar          12       97 Hong Kong Dollar         12              -
   6/03/97         35 U.S. Dollar          35        21 British Pound           35              -
   6/03/97         88 U.S. Dollar          88        54 British Pound           88              -
   6/03/97         8 U.S. Dollar            8         5 British Pound            8              -
   6/03/97         30 U.S. Dollar          30       50,035 Italian Lira         30              -
   6/03/97         29 U.S. Dollar          29       48,749 Italian Lira         29              -
   6/04/97         8 U.S. Dollar            8         5 British Pound            8              -
   6/04/97         88 U.S. Dollar          88        54 British Pound           88              -
   6/06/97         4 U.S. Dollar            4         2 British Pound            4              -
   6/06/97         52 U.S. Dollar          52        32 British Pound           52              -
   6/09/97         10 U.S. Dollar          10     117 Austrian Schilling         9             (1)
   6/09/97         8 U.S. Dollar            8     114 Austrian Schilling         8              -
   6/09/97         7 U.S. Dollar            7      78 Austrian Schilling         7              -
   6/09/97         17 U.S. Dollar          17     200 Austrian Schilling        17              -
   6/09/97    4,372 Indonesian Rupiah       2          2 U.S. Dollar             2              -
   6/30/97         29 U.S. Dollar          29        167 French Franc           29              -
                                         ----                                 ----           ----
                                         $494                                 $493           $ (1)
                                         ====                                 ====           ====
</TABLE>

(6) Transactions with Manager
A. Management fees -- The investment  policies of the Fund and management of the
Fund's  portfolio  are carried out by USAA  Investment  Management  Company (the
Manager).  The Fund's management fees are computed at .75% of its annual average
net assets.

B. Transfer agent's fees -- USAA Transfer Agency Company, d/b/a USAA Shareholder
Account Services, an affiliate of the Manager,  provides transfer agent services
to the Fund based on an annual charge per shareholder account plus out-of-pocket
expenses.

C.  Underwriting  services -- The Manager  provides  exclusive  underwriting and
distribution  of the Fund's  shares on a  continuing  best  efforts  basis.  The
Manager receives no commissions or fees for this service.

D. Brokerage services -- USAA Brokerage  Services,  a discount brokerage service
of the Manager,  may execute portfolio  transactions for the Fund. The amount of
brokerage  commissions paid to USAA Brokerage Services during the year ended May
31, 1997 was $10,580.  

(7)  Transactions  with Affiliates
Certain  trustees and officers  of the Fund are also  directors,  officers, 
and/or  employees  of the Manager.  None  of the  affiliated  trustees  or  Fund
officers  received  any compensation from the Fund.

(8)   Financial Highlights
Per share operating  performance for a share outstanding  throughout each period
is as follows:

<TABLE>
<CAPTION>

                                                                         Nine-month
                                               Year Ended               Period Ended
                                                  May 31,                  May 31,
                                                   1997                     1996*
                                                   ----                     -----

<S>                                           <C>                        <C>
Net asset value at
   beginning of period                        $    12.74                 $  10.00
Net investment income                                .15                      .11(b)
Net realized and
   unrealized gain                                   .77                     2.66
Distributions from net
   investment income                                (.12)                    (.03)
Distributions of realized
   capital gains                                    (.44)                    -
                                              ----------                 --------
Net asset value at
   end of period                              $    13.10                 $  12.74
                                              ==========                 ========
Total return (%) **                                 7.73                    27.76
Net assets at end of
   period (000)                               $  193,921                 $ 87,188
Ratio of expenses to
   average net assets (%)                           1.31                     1.66(a)
Ratio of net investment
   income to average
   net assets (%)                                   1.46                     1.34(a)
Portfolio turnover (%)                             62.50                    40.21
Average commission rate paid per share +      $    .0197                 $  .0072


</TABLE>

  * Fund commenced operations September 1, 1995.
 ** Assumes  reinvestment of all dividend income and capital gain  distributions
    during the period.
  + Calculated by aggregating all  commissions  paid on the purchase and sale of
    securities and dividing by the actual number of shares purchased or sold for
    which commissions were charged.
(a) Annualized.  The  ratio  is not  necessarily  indicative  of 12  months  of
    operations.
(b) Calculated using weighted average shares.








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