USAA INVESTMENT TRUST
497, 1997-10-01
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                              USAA GROWTH AND TAX
                                 STRATEGY FUND

                                   PROSPECTUS
                                OCTOBER 1, 1997

The  Fund is a  no-load  mutual  fund  offered  by USAA  Investment  Management
Company.  Using a tax-advantaged  asset allocation  strategy,  USAA invests the
Fund's  assets in bonds that  produce  income,  the majority of which is exempt
from federal  income tax, and stocks that provide the  potential  for long-term
growth of capital. USAA manages the Fund with the goal of minimizing the impact
of federal income taxes to shareholders.

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

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

                    TABLE OF CONTENTS
   
Who Manages the Fund?................................   2
What is the Investment Objective?....................   2
Is This Fund for You?................................   2
How Do You Buy?......................................   2
Fees and Expenses....................................   3
Financial Highlights.................................   3
Performance Information..............................   4
Will the Value of Your Investment Fluctuate?.........   4
A Word About Risk....................................   5
Investment Policies and Risks........................   6
Fund Management......................................  12
Using Mutual Funds in an Asset Allocation Program....  13
How to Invest........................................  15
Important Information About Purchases and Redemptions  17
Exchanges............................................  18
Shareholder Information..............................  19
Description of Shares................................  21
Appendix A...........................................  22
USAA Family of No-Load Mutual Funds..................  23
    
<PAGE>
   
THIS PROSPECTUS  CONTAINS  INFORMATION YOU SHOULD KNOW BEFORE YOU INVEST IN THE
FUND. PLEASE READ IT AND KEEP IT FOR FUTURE REFERENCE.
    
WHO MANAGES THE FUND?

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

WHAT IS THE INVESTMENT OBJECTIVE?

The Fund's  investment  objective  is to seek a  conservative  balance  for the
investor  between  income,  the majority of which is exempt from federal income
tax, and the potential for long-term  growth of capital to preserve  purchasing
power.  We  will  use an  asset  allocation  strategy  to  achieve  the  Fund's
objective.  See INVESTMENT POLICIES AND RISKS on page 6 for more information.
          
IS THIS FUND FOR YOU?

THIS FUND MIGHT BE APPROPRIATE AS PART OF YOUR INVESTMENT PORTFOLIO IF . . .

   X   You are  seeking a fund  with both tax relief and inflation hedging
       characteristics.
   X   You are willing to accept moderate risk.
   
   X   You are willing to take some exposure to the stock market.
    
THIS FUND MAY NOT BE APPROPRIATE AS PART OF YOUR INVESTMENT PORTFOLIO IF . . .

   X  You need an investment that provides only tax free income.
   X  You are  seeking an  appropriate investment  for an IRA, through a 401(k)
      plan or 403(b) plan, or other tax-sheltered account.
   
   X You are unable or reluctant to invest for a period of four years or more.
    
If you feel this fund is not the one for you,  refer to page 23 for a  complete
list of the USAA Family of No-Load Mutual Funds.

HOW DO YOU BUY? 
   
You may make your initial investment directly by mail, in person or, in certain
instances,  by telephone.  Generally,  the minimum initial investment is $3,000
and can be made by check or by wire. If you participate in one of our automatic
investment  plans,  your minimum initial  investment may be less. There is more
information about how to purchase Fund shares on page 15.
    
                                       2

<PAGE>

FEES AND EXPENSES
   
This summary  shows what it will cost you directly or  indirectly  to invest in
the Fund.
    
Shareholder Transaction Expenses -- Fees You Pay Directly

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

Annual Fund Operating Expenses -- Fees You Pay Indirectly
   
Fund expenses  come out  of the  Fund's assets  and are reflected in the Fund's
share price and dividends.  "Other Expenses" include expenses such as custodian
and transfer agent fees.  The figures below show actual expenditures during the
past  fiscal year  ended May 31,  1997, and  are calculated  as a percentage of
average net assets.
    
              Management Fees .....................  .50%
              12b-1 Fees ..........................  None
              Other Expenses ......................  .24%
                                                      ---
              Total Fund Operating Expenses .......   .74%
                                                      ===

o 12b-1 Fees - Some  mutual funds  charge these  fees to  pay for  the costs of
               selling fund shares.

Example of Effect of Fund Operating Expenses

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

              1 year................................... $ 8
              3 years..................................  24
              5 years..................................  41
              10 years.................................  92

THIS  EXAMPLE IS NOT A  REPRESENTATION  OF PAST OR FUTURE  EXPENSES  AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. 
          
FINANCIAL  HIGHLIGHTS
   
Please read the Fund's Annual Report furnished with this Prospectus. The Annual
Report  includes  the Fund's  financial  statements  and  financial  highlights
audited by KPMG Peat Marwick LLP, which are legally a part of this  Prospectus.
The Annual Report includes messages from the President and the Fund's portfolio
managers,  a listing  of the Fund's  investments,  and  additional  performance
information that you may wish to review.
    
                                       3

<PAGE>
   
                                     (TEL)
                                  TouchLINE(R)
                                 1-800-531-8777
                                      PRESS
                                       (1)
                                      then
                                       (1)
                                      then
                                   (5) (3) (#)

                                    Gr&TxStr.

o Yield  is the  annualized net income of  the Fund  during a  specified 30-day
  period as a percentage of the Fund's share price.

o Total Return measures the price  change in a share assuming  the reinvestment
  of all dividend income and capital gain distributions.
    
PERFORMANCE INFORMATION

Please consider  performance  information  in  light of the  Fund's  investment
objective and policies and market conditions  during the reported time periods.
Remember, historical performance may not be  repeated in the future.  The value
of your shares may go up or down. For the most current price, yield, and return
information for this Fund, you may call TouchLINE(R) at 1-800-531-8777. Press 1
for the Mutual Fund Menu, press 1 again for prices, yields, and returns.  Then,
press 53 followed by the pound sign when asked for a Fund Code.
   
You also may  obtain  the most current  price of your  shares  in the  business
section of your  newspaper in the mutual fund section  under the heading  "USAA
Group" and the symbol "Gr&TxStr."

You may see the  Fund's yield or total  return  quoted  in  advertisements  and
reports.  All mutual funds must use the same  formulas to  calculate  yield and
total return.  You may also see a comparison of the  Fund's performance to that
of other  mutual funds  with similar investment  objectives.  For the following
periods ended May 31, 1997, the Fund's average annual total returns have been:

              1 Year...................................  14.21%
              5 Years..................................  10.89%
              Since Inception (1/11/89)................  10.29%

Figures on page 5 are  different  because  they are for periods  which ended on
December 31, 1996.

WILL THE VALUE OF YOUR INVESTMENT FLUCTUATE?

Yes, it will. The value of your investment could increase or decrease.  The bar
chart and table shown on the next page  illustrate  the Growth and Tax Strategy
Fund's  risks and  performance  from year to year over the life of the Fund and
shows how the Fund's average annual returns for one and five years and the life
of the Fund compare to those of a broad-based securities market index. Remember
that this historical information may not be repeated in the future.

                                       4

<PAGE>

[BAR CHART]

          TOTAL RETURN
CALENDAR   PERCENTAGE
  1989        16.18
  1990         1.36
  1991        14.68
  1992         4.93
  1993        13.73
  1994        -2.62
  1995        22.70
  1996        11.12

===============================================================================
Average Annual Total Returns             Past      Past      Since inception on
(for the periods ending                  1 Year    5 Years   January 11, 1989
December 31, 1996)
- -------------------------------------------------------------------------------
Growth and Tax Strategy Fund             11.12%    9.64%            9.97%
- -------------------------------------------------------------------------------
Lehman Brothers Municipal Bond Index      4.43%    7.28%            8.12%
===============================================================================

The Lehman  Brothers  Municipal  Bond Index is an unmanaged  benchmark of total
return performance for the long-term, investment-grade, tax-exempt bond market.
    
A WORD ABOUT RISK
   
Portions of this Prospectus  describe the risks you will face as an investor in
the  Fund.  Keep in mind that  generally  investments  with a higher  potential
reward also have a higher risk of losing money.  The reverse is also  generally
true:  the lower the risk,  the lower the  potential  reward.  However,  as you
consider an  investment  in the Fund,  you should also take into  account  your
tolerance for the daily  fluctuations of the financial  markets and whether you
can afford to leave your money in this  investment  for long periods of time to
ride out down periods. 

[CAUTION SYMBOL]
Look for this symbol  throughout  the  Prospectus.  We use it to mark  detailed
information about the main risks that you will face as a Fund shareholder.
    
                                       5
<PAGE>

INVESTMENT POLICIES AND RISKS

Asset Allocation Strategy

   Q   How do we pursue the Fund's investment objective?
   A   The  Fund  provides  a  professionally  managed,  diversified investment
       program  within one mutual  fund.  We pursue  the  Fund's  objective  by
       allocating  its assets in each of the  following  investment  categories
       according to the following targeted ranges. Securities are classified by
       category at the time of purchase.

PERCENTAGE TARGET RANGE OF NET ASSETS
[PIE CHART]

INVESTMENT CATEGORY

TAX-EXEMPT BONDS     41-59%
BLUE CHIP STOCKS     41-59%
TAX-EXEMPT MONEY
MARKET INSTRUMENTS
MATURITIES OF ONE
 YEAR OR LESS)        0-10%

The ranges allow for a variance within each investment  category.  The Board of
Trustees  may revise the target  ranges upon 60 days' prior  written  notice to
shareholders. However, we reserve the right to revise the ranges on a temporary
defensive  basis  without  shareholder  notification  whenever we believe  such
changes to be in the best interest of the Fund and its shareholders.

   Q   Why do we mix stocks and bonds in the same Fund?
   
   A   From   time  to  time,   the  stock  and  bond  markets   may  fluctuate
       independently  of each  other.  In other  words,  a decline in the stock
       market may in certain  instances be offset by a rise in the bond market,
       or vice versa. As a result,  the Fund, with its mix of stocks and bonds,
       is expected in the long run to entail less market risk (and  potentially
       less return) than a mutual fund investing exclusively in stocks.
    
                                       6
<PAGE>

   Q   What actions do we take to keep the Fund's asset allocations  within the
       target ranges?
   
   A   If market  action causes  the actual  assets of the  Fund in one or more
       investment  categories  to  move  outside  the   ranges,  we  will  make
       adjustments  to rebalance the portfolio.  In general,  we will rebalance
       the  portfolio at least once during each  quarter.  In  rebalancing  the
       Fund's  portfolio,  we will buy or sell  securities to return the actual
       allocation  of the  Fund's  assets  to within  its  target  ranges.  For
       example,  the Fund's  portfolio  could  begin a quarter  with its assets
       allocated 50% in the  Tax-Exempt  Bonds  category,  45% in the Blue Chip
       Stocks  category,  and 5% in the  Tax-Exempt  Money  Market  Instruments
       category.  During the quarter, a strong stock market coupled with a weak
       bond market could leave the portfolio with 40% in the  Tax-Exempt  Bonds
       category, 55% in the Blue Chip Stocks category, and 5% in the Tax-Exempt
       Money Market Instruments  category. In this case we would sell blue chip
       stocks and use the  proceeds to buy  tax-exempt  securities  in order to
       bring the blue chip  stocks and  tax-exempt  bonds back to within  their
       target ranges.
    
[CAUTION LIGHT]
REBALANCING  RISKS. In purchasing and selling  securities in order to rebalance
its portfolio,  the Fund will pay more in brokerage  commissions  than it would
without a rebalancing  policy.  As a result of the need to rebalance,  the Fund
also has less  flexibility  in the timing of purchases  and sales of securities
than  it  would  otherwise.  Although  we  intend  to  manage  the  Fund  in  a
tax-advantaged  manner,  the Fund may have a higher proportion of capital gains
and a lower return than a fund that does not have a rebalancing policy.

   Q   How did we select the investment categories and target ranges?
   
   A   We have specifically selected  the investment  categories and the target
       ranges to provide  investors  with a diversified  investment in a single
       mutual fund.  Tax-exempt bonds provide income exempt from federal income
       tax.  Blue chip  stocks  provide the  potential  for  long-term  capital
       growth.   Tax-exempt  money  market  instruments  provide  a  means  for
       temporary  investment of cash  balances  arising in the normal course of
       business.
    
       It is a  fundamental  policy  of the  Fund  that  during  normal  market
       conditions,  the Fund's  assets will be invested so that at least 50% of
       the Fund's annual income will be exempt from federal personal income tax
       and excluded from the calculation of federal  alternative  minimum taxes
       for individual taxpayers.

                                       7
<PAGE>

Tax-Exempt Bonds and Tax-Exempt Money Market Instruments

   Q   What kind of municipal obligations are included in the portfolio?
   A   Typical  issuers  of   municipal  obligations  may  include  cities  and
       counties,  municipally-owned  utilities, school districts,  colleges and
       universities, and hospitals.

       GENERAL  OBLIGATION BONDS - Secured by the issuer's pledge of its faith,
       credit and taxing power for the payment of principal and interest.

       REVENUE  BONDS - Payable  from the  revenue  derived  from a  particular
       facility or class of  facilities  or, in some cases,  from proceeds of a
       special excise tax or other specific  revenue  source,  but not from the
       general taxing power.

       INDUSTRIAL  DEVELOPMENT  BONDS  -  Issued  by or  on  behalf  of  public
       authorities to obtain funds for privately-operated facilities,  provided
       that the  interest  paid on such  securities  qualifies  as exempt  from
       federal income taxes.

   Q   What tax-exempt bonds are included in the portfolio?
   A   The Tax-Exempt Bonds category  includes municipal obligations which will
       have a remaining maturity at the time of purchase in excess of one year.
       Although  the  average  portfolio  maturity  of the  securities  in this
       category  is not  restricted,  we  expect  it to exceed  ten  years.  In
       determining a security's maturity for purposes of calculating the Fund's
       average  maturity,  we may use  estimates of the  expected  time for its
       principal to be paid. This can be substantially  shorter than its stated
       final maturity.
   
[CAUTION LIGHT]
INTEREST RATE RISK. As a mutual fund investing in bonds, the Fund is subject to
the risk that the market value of the bonds will decline due to rising interest
rates.  Bond prices are linked to the  prevailing  market  interest  rates.  In
general,  when interest  rates rise, the prices of bonds fall and when interest
rates fall,  bond prices  generally  rise. The price  volatility of a bond also
depends on its  maturity.  Generally,  the longer the  maturity of a bond,  the
greater its  sensitivity to interest  rates.  To compensate  investors for this
higher risk,  bonds with longer  maturity  generally  offer higher  yields than
bonds with shorter maturity.
    
                                       8
<PAGE>

   Q   What tax-exempt money market instruments are included in the portfolio?
   
   A   The  tax-exempt  money market  instruments  in the portfolio  consist of
       tax-exempt debt securities of the type included in the Tax-Exempt  Bonds
       category and have remaining stated maturities at the time of purchase of
       one year or less or are subject to puts or similar demand  features that
       result in an effective maturity of one year or less.
    
   Q   What are the credit ratings of these securities?
   
   A   First, we will only purchase  tax-exempt  securities that are considered
       investment  grade. For a security to be considered  investment grade, it
       must be:

       X  rated  by one or more rating  agencies at least in the fourth highest
          rating category for long-term securities;

       X  rated  by  one  or more  rating agencies  at least  within the second
          highest rating category for short-term securities;

       X  or, if not rated by those rating  agencies, determined by us to be of
          equivalent investment quality.

       And second,  at least 50% of the  combined  total  market  values of the
       tax-exempt bonds and tax-exempt  money market  instruments will be rated
       within  the three  highest  long-term  rating  categories  by:

       X  Moody's Investors Service, Inc. (Moody's),

       X  Standard & Poor's Ratings Group (S&P), or

       X  Fitch Investors  Service,  Inc.  (Fitch);

       or in the highest short-term rating category by:

       X  Moody's, S&P,  or Fitch; or . . . if unrated by those three agencies,
          we must determine that these securities are  of equivalent investment
          quality.
    
[CAUTION LIGHT]
   
CREDIT  RISK.  The bonds in the Fund's  portfolio  are subject to credit  risk.
Credit  risk is the  possibility  that an  issuer  of a bond  will fail to make
timely  payments of interest or  principal.  We attempt to minimize  the Fund's
credit risk by investing in tax-exempt  securities  considered investment grade
at the time of purchase.  When evaluating  potential  investments for the Fund,
our analysts  also assess  credit risk and its impact on the Fund's  portfolio.
Nevertheless,  even investment-grade  tax-exempt securities are subject to some
credit  risk.  Bonds  in  the  lowest-rated   investment  grade  category  have
speculative   characteristics.   Changes  in  economic   conditions   or  other
circumstances  are  more  likely  to  lead  to a  weakened  capability  to make
principal  and  interest   payments  on  these  bonds  than  is  the  case  for
higher-rated bonds. In addition, the ratings of securities are estimates by the
rating  agencies of the credit quality of the  securities.  The ratings may not
take into account  every risk that  interest or  principal  will be repaid on a
timely basis.
    
                                       9
<PAGE>

   Q   What happens if the rating of a security is downgraded?
   A   If the  rating of a security is downgraded, we will determine whether it
       is in the best  interest of the Fund's shareholders to continue  to hold
       the security in the Fund's portfolio.  If downgrades result in more than
       5% of the Fund's  net assets  being invested in securities that are less
       than investment-grade quality,  we will take immediate  action to reduce
       the Fund's holdings in such securities  to 5% or less of the Fund's  net
       assets, unless otherwise directed by the Board of Trustees.

   Q   May the Fund hold any taxable debt securities?
   A   We may, on a temporary basis due to market or other  conditions,  invest
       the Fund's assets without  limitation in money market  instruments which
       are  subject to federal  income  tax.  These  securities  may consist of
       obligations    of   the   U.S.    Government   and   its   agencies   or
       instrumentalities,   and   repurchase   agreements   secured   by   such
       instruments;   certificates  of  deposit  of  domestic  banks;  banker's
       acceptances; commercial paper; and other corporate debt obligations.

   Q   How do we intend to minimize the impact of federal  income  taxes on the
       Fund's shareholders?
   A   We intend to use various  techniques  to minimize  the impact of federal
       income  taxes  on  the  Fund's  shareholders  while  maximizing  capital
       appreciation,  including:

       X  investing in bonds and similar  instruments that provide income which
          is exempt from federal income tax;

       X  investing in blue chip stocks with low dividend yields;

       X  selecting blue chip stocks that we expect to hold for relatively long
          periods  to minimize  the cost of  trading and the receipt of capital
          gains;

       X  when selling blue chip  stocks,  considering  the sale of stocks with
          the highest tax cost basis to minimize the receipt of capital  gains;
          and

       X  offsetting  capital  gains with  capital  losses,  if  available  and
          appropriate.

[CAUTION LIGHT]
TAXABLE  INCOME.  Although  the Fund seeks to minimize  taxable  income and the
realization of capital gains, the Fund may nevertheless  receive taxable income
and capital gains from time to time.  Additionally,  shareholders may owe taxes
on capital gains realized,  if any, upon redemption of Fund shares.

[CAUTION LIGHT]
CHANGES  IN LAWS.  Actual  or  anticipated  changes  in  federal  tax laws that
restrict or eliminate the  tax-exempt  status of securities of the type held by
the Fund could result in increased price volatility of these securities.  These
changes  in law could also  reduce  the  tax-exempt  securities  available  for
investment  by the Fund.  Changes in law  affecting  the

                                       10
<PAGE>

taxing  and  spending  authority  of  a  municipality  that issued a tax-exempt
security held by the Fund could affect the ability of the  municipality to make
payments of principal and interest on the security.

Blue Chip Stocks

We will  invest  41-49% of the Fund's  assets in equity  securities  (common or
preferred  stocks)  or  securities   convertible  into  equity  securities  for
long-term growth.

   Q   What are the characteristics of the equity securities in this category?
   A   A blue chip stock is an equity  security of a company  that has a market
       capitalization  of:

       X  at least $500  million and is  included in the list of companies that
          make  up the Standard & Poor's 500 Composite Stock Price Index or the
          Dow Jones Industrial Average; or

       X  at least $1 billion.

       We may invest up to 5% of the Fund's total assets in blue chip stocks of
       foreign  issuers  or in  American  Depositary  Receipts  (ADRs),  Global
       Depositary  Receipts (GDRs),  or similar forms of ownership  interest in
       securities  of  foreign  issuers  that  are  traded  on U.S.  securities
       exchanges or in U.S. over-the-counter markets.

[CAUTION LIGHT]
   
MARKET RISK. Because this Fund invests in equity  securities,  it is subject to
market risk.  Stock  prices in general may decline over short or even  extended
periods,  regardless  of the  success  or failure  of an  individual  company's
operations.  The stock market  tends to run in cycles,  with periods when stock
prices generally go up and periods when stock prices generally go down.  Equity
securities tend to go up and down more than bonds.
    
For additional information  about other  investments in which we may invest the
Fund's assets, see Appendix A on page 22.

Investment Restrictions

The following restrictions may only be changed with shareholder approval:

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

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

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

                                       11
<PAGE>
   
You will find a complete listing of the precise investment  restrictions in the
Fund's Statement of Additional Information.
    
FUND  MANAGEMENT

The Board of Trustees of USAA  Investment  Trust (Trust) of which the Fund is a
series,  supervises the business  affairs of the Trust.  The Trust has retained
us, USAA Investment Management Company, to serve as the manager and distributor
of the Trust.
   
We are an affiliate of United Services Automobile  Association (USAA), a large,
diversified financial services institution.  As of the date of this Prospectus,
we had approximately $36 billion in total assets under management.  Our mailing
address is 9800 Fredericksburg Road, San Antonio, TX 78288.

We provide management services to the Fund. We are responsible for managing the
Fund's  portfolio  (including  placement of brokerage  orders) and its business
affairs,  subject to the authority of and supervision by the Board of Trustees.
For our  services,  the Fund pays us an annual fee.  This fee was  computed and
paid at  one-half  of one  percent  (.50%) of average net assets for the fiscal
year ended May 31, 1997.

We also provide  services  related to selling the Fund's  shares and receive no
compensation for those services.
    
Although our officers and employees,  as well as those of the Trust, may engage
in personal securities transactions, they are restricted by the procedures in a
Joint Code of Ethics adopted by the Trust and us.

Portfolio Transactions

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

Portfolio Managers

The following individuals are primarily responsible for managing the Fund:

John W. Saunders,  Jr., Senior Vice President of Fixed Income Investments since
October 1985, has been the Fund's asset allocation  manager since its inception
in January  1989.  He has 28 years  investment  management  experience  and has
worked for us for 27 years. Mr. Saunders earned the Chartered Financial Analyst
(CFA)  designation  in 1976 and is a member of the  Association  for Investment
Management and Research (AIMR) and the San Antonio Financial  Analysts Society,
Inc. (SAFAS). He holds a BS from Portland State University, Oregon.

                                 [PHOTOGRAPH OF
                              PORTFOILIO MANAGER]

                             John W. Saunders, Jr.
                            Asset Allocation Manager

                                       12
<PAGE>
   
Harry W. Miller,  Senior Vice  President of Equity  Investments  since  October
1987,  has been a  co-manager  of the Fund since  February  1995 and  currently
manages the Blue Chip Stocks category. Mr. Miller has 40 years of experience in
investment management and has worked for us for 23 years. Mr. Miller earned the
CFA designation in 1968 and is a member of AIMR and SAFAS. He holds an MBA from
the  University  of Southern  California  and a BS from Rider  University,  New
Jersey.
    
                                 [PHOTOGRAPH OF
                               PORTFOLIO MANAGER]

                                Harry W. Miller
                                Blue Chip Stocks
   
Kenneth E. Willmann,  Vice President of Fixed Income Investments since December
1986,  has been a  co-manager  of the Fund  since  January  1989 and  currently
manages  the  Tax-Exempt   Bonds  and  Tax-Exempt   Money  Market   Instruments
categories. He has 23 years investment management experience and has worked for
us for 20 years.  Mr.  Willmann  earned  the CFA  designation  in 1978 and is a
member of AIMR, SAFAS, and the National  Federation of Municipal  Analysts.  He
holds an MBA and a BA from the  University  of Texas.
    
                                 [PHOTOGRAPH OF
                               PORTFOLIO MANAGER]

                              Kenneth E. Willmann
                                Tax-Exempt Bonds
                                 and Tax-Exempt
                                  Money Market
                                  Instruments

USING MUTUAL FUNDS IN AN ASSET ALLOCATION PROGRAM

I. The Idea Behind Asset Allocation

If you have money to invest and hear that stocks may be a good  investment,  is
it a wise  idea to use  your  entire  savings  to buy one  stock?  Most  people
wouldn't -- it would be fortunate if it works,  but this strategy holds a great
deal of risk. Surprising news could be reported tomorrow on your stock, and its
price could soar or plummet.

Careful  investors  understand  this  concept  of risk and  lower  that risk by
diversifying their holdings among a number of securities. That way bad news for
one security may be  counterbalanced  by good news regarding other  securities.
But there is still a question  of risk here.  History  tells us that stocks are
generally more volatile than bonds and that long-term  bonds are generally more
volatile  than  short-term  bonds.  History  also tells us that over many years
investments  having higher risks tend to have higher  returns than  investments
that  carry  lower  risks.  From  these  observations  comes  the idea of asset
allocation.

Asset  allocation is a concept that involves  dividing your money among several
different types of investments -- for example,  stocks,  bonds,  and short-term
investments  such as money market  instruments  -- and keeping that  allocation
until your objectives or the financial markets  significantly  change. That way
you're not pinning all your  financial  success on the  fortunes of one kind of
investment.  Money spread across different  investment  categories can help you
reduce market risk and likely will provide more stability to your total return.

                                       13
<PAGE>

Asset  allocation can work because  different  kinds of  investments  generally
follow  different  up-and-down  cycles.  With a variety of  investments in your
portfolio, some are probably doing well, even when others are struggling.

II. Using Asset Allocation in an Investment Program

Most investors understand the concept of diversification,  but asset allocation
goes beyond  diversifying your portfolio;  it's much more of an active process.
You must evaluate your lifestyle, finances, circumstances, long- and short-term
financial  goals,  and tolerance for investment  risk. Once you have structured
your allocation,  you'll need to review it regularly since your objectives will
change over time. Even though we do not charge sales loads or commissions,  our
sales  representatives  are always  available to assist you in structuring  and
reviewing your investment portfolio.

III. USAA's Series of Asset Strategy Funds

USAA's series of asset allocation funds, our Asset Strategy Funds, are designed
for the long-term  investor and are in line with our investment  philosophy for
investors,  specifically  "buy and hold for the  long-term,"  and "don't try to
time the market." As shown below,  each of USAA's Asset  Strategy Funds has its
own different mix of assets and objectives.

FUND             INVESTMENT OBJECTIVE                        INVESTS IN
- -------------------------------------------------------------------------------
Income           Seek high current return with reduced       Bonds and stocks
Strategy         risk over time, through an asset
Fund             allocation strategy which emphasizes
                 income and gives secondary emphasis to
                 long-term growth of capital.

Growth and       Seek a conservative balance between         Tax-exempt bonds
Tax Strategy     income, the majority of which is tax-       and blue chip
Fund             exempt, and the potential for long-term     stocks
                 growth of capital to preserve purchasing
                 power.

Balanced         Seek high total return, with reduced        Stocks and bonds
Strategy         risk over time, through an asset
Fund             allocation strategy that seeks a
                 combination of long-term growth of
                 capital and current income.
   
Cornerstone      Achieve a positive inflation-adjusted       Foreign & basic
Strategy         rate of return and a reasonably stable      value stocks,
Fund             value of Fund shares, thereby preserving    government
                 purchasing power of shareholders' capital.  securities, real
                                                             estate stocks and
                                                             gold stocks
    
Growth           Seek high total return, with reduced risk   Small & large cap
Strategy         over time, through an asset allocation      stocks, bonds, and
Fund             strategy which emphasizes capital           international
                 appreciation and gives secondary emphasis   stocks
                 to income.
- -------------------------------------------------------------------------------

                                       14
<PAGE>

For more  complete  information  about the other  USAA  Asset  Strategy  Funds,
including  charges and expenses,  call us for a  Prospectus.  Read it carefully
before you invest for send money.

HOW TO INVEST

Purchase of Shares

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

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

EFFECTIVE DATE
   
When you make a purchase, your purchase price will be the net asset value (NAV)
per share next  determined  after we  receive  your  request in proper  form as
described  below.  The Fund's  NAV is  determined  at the close of the  regular
trading  session  (generally  4:00  p.m.  Eastern  Time) of the New York  Stock
Exchange  (NYSE) each day the NYSE is open. If we receive your request prior to
that time,  your purchase  price will be the NAV per share  determined for that
day. If we receive  your  request  after the NAV per share is  calculated,  the
purchase  will be effective on the next  business  day. If you plan to purchase
Fund shares with a foreign check,  we suggest you convert your foreign check to
U.S.  dollars prior to investment in the Fund to avoid a potential delay in the
effective date of your purchase of up to four to six weeks. Furthermore, a bank
charge may be assessed in the clearing process, which will be deducted from the
amount of the purchase.
    
MINIMUM INVESTMENTS
   
INITIAL PURCHASE  * $3,000 or no initial investment if you elect to have monthly
[MONEY]             electronic   investments  of  at  least  $50  each.  We  may
                    periodically  offer programs that reduce the minimum amounts
                    for monthly  electronic  investments.  Employees of USAA and
                    its  affiliated   companies  may  open  an  account  payroll
                    deduction  for as  little  as $25  per  pay  period  with no
                    initial investment.
    
ADDITIONAL
PURCHASES         * $50


NOTE:  This fund is not available for an IRA because the majority of its income
is tax-exempt.

                                       15

<PAGE>


HOW TO PURCHASE
   
MAIL              * To open an account, send your application and 
[ENVELOPE]          check to:
                          USAA Investment Management Company
                          9800 Fredericksburg Road, San Antonio, TX  78288
                  * To add to your account, send your check and the 
                    "Invest by Mail" stub that accompanies your Fund's 
                    transaction confirmation to the Transfer Agent:
                          USAA Shareholder Account Services
                          9800 Fredericksburg Road, San Antonio, TX  78288
    
IN PERSON         * To open an account, bring your application and 
[MAN AND WOMAN]     check to:
                          USAA Investment Management Company
                          USAA Federal Savings Bank
                          10750 Robert F. McDermott Freeway, San Antonio

BANK WIRE         * Instruct your bank (which may charge a fee for the
[ELECTRONIC         service) to wire the specified amount to the Fund as 
ENVELOPE]           follows:
                          State Street Bank and Trust Company, Boston, 
                           MA  02101
                          ABA#011000028
                          Attn:  USAA Growth and Tax Strategy Fund
                          USAA AC-69384998
                          Shareholder(s) Name(s)_________________
                          Shareholder(s) Account Number___________________

ELECTRONIC        * Addtional purchases on a regular basis can be deducted
FUNDS               from a bank account, paycheck, income-producing
TRANSFER            investment, or USAA money market fund account.  Sign
[CALENDAR]          up for these services when opening an account or call
                    1-800-531-8448 to add these services.
   
PHONE
1-800-531-8448    * If you have an existing USAA account and would like to
[PHONE]             open a new account or exchange to another USAA fund, 
                    call for instructions. To open an account by phone, 
                    the new account must have the same registration as 
                    your existing account.
    
Redemption of Shares

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

                                       16

<PAGE>
   
Within seven days after the effective date of redemption, we will send you your
money. Payment for redemption of shares purchased by EFT or check is sent after
the EFT or check has cleared,  which could take up to 15 days from the purchase
date. If you are considering  redeeming shares soon after purchase,  you should
purchase by bank wire or certified check to avoid delay.
    
In  addition,  the  Company may elect to suspend  the  redemption  of shares or
postpone the date of payment in limited circumstances.

HOW TO REDEEM
   
WRITTEN, FAX,     * Send your written instructions to:
TELEGRAPH, OR            USAA Shareholder Account Services
TELEPHONE                9800 Fredericksburg Road, San Antonio, TX  78288
[FAX MACHINE]
    
                  * Send  a  signed  fax  to  1-800-292-8177,  or  send a
                    telegraph to USAA Shareholder Account Services.
                  * Call toll free 1-800-531-8448, in San Antonio, 
                    456-7202.
   
Telephone redemption privileges are automatically established when you complete
your application.  The Fund will employ  reasonable  procedures to confirm that
instructions  communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account, we obtain the following information: (1)
USAA number or account number, (2) the name(s) on the account registration, and
(3)  social  security  number  or tax  identification  number  for the  account
registration.  In addition, we record all telephone communications with you and
send confirmations of account transactions to the address of record. Redemption
by  telephone,  fax, or telegraph is not available  for shares  represented  by
stock certificates.
    
IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

Investor's Guide to USAA Mutual Fund Services

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

                                       17

<PAGE>

Account Balance

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

Trust Rights

The Trust reserves the right to:

X  reject purchase or exchange orders when in the best interest of the Trust;

X  limit or discontinue  the  offering of shares of any  portfolio of the Trust
   without notice to the shareholders; 
   
X  require a  signature  guarantee for  purchases,  redemptions,  or changes in
   account  information  in  those  instances  where  the  appropriateness of a
   signature  authorization  is  in  question.   The  Statement  of  Additional
   Information contains information on acceptable guarantors;
    
X  redeem an account with less than $900, with certain limitations.

EXCHANGES

Exchange Privilege

The exchange privilege is automatic when you complete your application. You may
exchange  shares  among Funds in the USAA Family of Funds,  provided you do not
hold these shares in stock  certificate form and that the shares to be acquired
are  offered  in your  state of  residence.  The  Fund's  transfer  agent  will
simultaneously  process exchange  redemptions and purchases at the share prices
next  determined  after the exchange order is received.  For federal income tax
purposes,  an exchange  between Funds is a taxable event;  and as such, you may
realize a capital  gain or loss.  The Fund has  undertaken  certain  procedures
regarding telephone transactions as described on page 17.

Exchange Limitations, Excessive Trading

To  minimize  Fund costs and to protect the Funds and their  shareholders  from
unfair expense burdens,  the Funds restrict excessive  exchanges.  The limit on
exchanges  out of any Fund in the USAA Family of Funds for each  account is six
per calendar year (except

                                       18

<PAGE>

there  is  no  limitation  on  exchanges out of the Tax Exempt Short-Term Fund,
Short-Term  Bond  Fund,  or any of the money market funds in the USAA Family of
Funds).

SHAREHOLDER INFORMATION

Share Price Calculation
   
The price at which shareholders purchase and redeem fund shares is equal to the
net asset  value  (NAV)  per  share  determined  on the  effective  date of the
purchase or  redemption.  You may buy and sell Fund shares at the NAV per share
without a sales charge.
    
When
   
The  Fund's NAV per share is  calculated  at the close of the  regular  trading
session of the NYSE, which is usually 4:00 p.m. Eastern Time.
    
How

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

Dividends and Distributions

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

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

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

Federal Taxes
   
This tax  information  is quite  general and refers to the  federal  income tax
provisions in effect as of the date of this Prospectus.  Note that the recently
enacted Taxpayer Relief Act of 1997 and regulations that will likely be created
to  implement   the  Act  may  affect  the  status  and  treatment  of  certain
distributions  shareholders  receive from the Fund. We urge you to consult your
own tax  adviser  about the status of  distributions  from the Fund in your own
state and locality.
    
                                       19

<PAGE>
   
FUND - The Fund  intends to qualify as a  regulated  investment  company  (RIC)
under Subchapter M of the Internal Revenue Code of 1986, as amended.  As a RIC,
the Fund will not be subject to federal income tax on its net investment income
and net capital gains distributed to shareholders.  Net capital gains are those
gains in excess of capital losses.
    
SHAREHOLDER - Dividends from taxable net investment income and distributions of
net short-term  capital gains are taxable to shareholders  as ordinary  income,
whether received in cash or reinvested in additional shares. A portion of these
dividends may qualify for the 70%  dividends  received  deduction  available to
corporations.

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

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

Distributions to shareholders  derived from tax-exempt interest received by the
Fund will be excluded from a shareholder's  gross income for federal income tax
purposes,  provided the Fund meets certain requirements.

IN CERTAIN INSTANCES, TAX-EXEMPT INTEREST HAS TAX IMPLICATIONS.

Although  otherwise exempt from federal tax,  tax-exempt  interest from private
activity bonds (for example, industrial development revenue bonds) issued after
August 7,  1986,  is  treated  as a tax  preference  item for  purposes  of the
alternative  minimum tax.

For corporations, all tax-exempt interest will be considered in calculating the
alternative minimum tax as part of the adjusted current earnings.

Distributions of tax-exempt income are considered in computing the portion,  if
any, of Social  Security and railroad  retirement  benefits  subject to federal
and, in some cases, state taxes.

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

X  fails to furnish the Fund with a correct tax identification number,

X  underreports dividend or interest income, or

X  fails to certify that he or she is not subject to withholding.

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

                                       20

<PAGE>

REPORTING - The Fund will report annually to its  shareholders  the federal tax
status of dividends and  distributions  paid or declared by the Fund during the
preceding calendar year including:

X  the  portion of  the dividends  constituting  interest on  private  activity
   bonds; and

X  the percentage and source, on a  state-by-state  basis,  of interest  income
   earned on the tax-exempt  securities, if any,  held by the Fund  during  the
   preceding year.

DESCRIPTION OF SHARES
   
The Fund is a series of USAA Investment  Trust (Trust) and is diversified.  The
Trust is an open-end  management  investment company  established as a business
trust  under  the  laws of the  Commonwealth  of  Massachusetts.  The  Trust is
authorized  to issue an unlimited  number of shares of  beneficial  interest of
separate  portfolios,  each of which is commonly  referred to as a mutual fund.
There are 11 mutual funds in the Trust, including this Fund.
    
The Trust does not hold annual or regular  meetings of  shareholders  and holds
special  meetings only as required by the  Investment  Company Act of 1940. The
Trustees may fill  vacancies on the Board or appoint new Trustees if the result
is that at  least  two-thirds  of the  Trustees  have  still  been  elected  by
shareholders.  Shareholders have one vote per share (with proportionate  voting
for  fractional  shares)  regardless  of the  relative  net asset  value of the
shares.  If a matter affects an individual  fund in the Trust,  there will be a
separate  vote  of  the  shareholders  of  that  specific  fund.   Shareholders
collectively  holding at least 10% of the  outstanding  shares of the Trust may
request a  shareholder  meeting at any time for the purpose of voting to remove
one or more of the  Trustees.  The Trust  will  assist  communicating  to other
shareholders about the meeting.

                                       21

<PAGE>

                                   APPENDIX A

The following are  descriptions  of certain types of securities in which we may
invest the Fund's assets:

WHEN-ISSUED SECURITIES
We may invest in new issues of debt securities  offered on a when-issued basis.
X  Delivery  and  payment  take  place  after  the  date  of  the commitment to
   purchase, normally within 45 days. Both price and interest rate are fixed at
   the time of commitment.
X  The  Fund does not earn interest on the securities until settlement, and the
   market  value  of  the  securities   may  fluctuate   between  purchase  and
   settlement.
X  Such securities can be sold before settlement date.

VARIABLE RATE SECURITIES
We may invest in  securities  that bear  interest at rates  which are  adjusted
periodically to market rates.
X   These  interest  rate  adjustments  can both  raise and  lower  the  income
    generated by such  securities.  These  changes will have the same effect on
    the  income  earned  by the  Fund  depending  on  the  proportion  of  such
    securities held.
X   The value of variable rate  securities  is less affected than  fixed-coupon
    securities by changes in prevailing  interest rates because of the periodic
    adjustment  of their  coupons  to a market  rate.  The  shorter  the period
    between  adjustments,  the smaller the impact of interest rate fluctuations
    on the value of these securities.
X   The market value of a variable rate security usually tends toward par (100%
    of face value) at interest  rate  adjustment  time.

PUT BONDS
We  may invest  in tax-exempt  securities (including  securities with  variable
interest rates) which may be redeemed or  sold back (put) to the issuer  of the
security or a third party prior to stated maturity (put bonds).
X   Such securities will normally trade as if maturity is the earlier put date,
    even  though  stated  maturity  is  longer.   Under  the  Fund's  portfolio
    allocation  procedure,  maturity  for put bonds is deemed to be the date on
    which the put becomes exercisable.

ZERO COUPON BONDS
We may invest in zero coupon bonds. 
X   A zero coupon bond is a security  that is sold at a deep  discount from its
    face value,  makes no periodic interest  payments,  and is redeemed at face
    value when it matures.
X   The lump sum payment at maturity increases the price volatility of the zero
    coupon  bond to changes in  interest  rates  when  compared  to a bond that
    distributes a semiannual coupon payment.
X   In calculating  its  dividend,   the  Fund  records  as  income  the  daily
    amortization  of the purchase  discount. 

MUNICIPAL  LEASE  OBLIGATIONS 
   
We may invest in a variety of  instruments  commonly  referred to as  municipal
lease obligations, including:
X   Leases,
X   Installment purchase contracts, and
X   Certificates of participation in such leases and contracts.
    
ILLIQUID SECURITIES
We may not invest more than 15% of the market value of the Fund's net assets in
securities  which are illiquid.  Illiquid  securities are those securities that
cannot be disposed of in the ordinary  course of business in seven days or less
at approximately the value at which the Fund has valued the securities.

                                       22

<PAGE>

USAA FAMILY OF NO-LOAD MUTUAL FUNDS

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

===============================================================================
         FUND
       TYPE/NAME                   VOLATILITY
===============================================================================
  CAPITAL APPRECIATION
  Aggressive Growth               Very high
  Emerging Markets 5              Very high
  First Start Growth              Moderate to high
  Gold 5                          Very high
  Growth                          Moderate to high
  Growth & Income                 Moderate
  International 5                 Moderate to high
  S&P 500 Index 1                 Moderate
  Science & Technology            Very high
  World Growth 5                  Moderate to high

===============================================================================
  ASSET ALLOCATION
  Balanced Strategy               Moderate
  Cornerstone Strategy 5          Moderate
  Growth and Tax Strategy 2       Moderate
  Growth Strategy 5               Moderate to high
  Income Strategy                 Low to moderate

===============================================================================
  INCOME -- TAXABLE
  GNMA                            Low to moderate
  Income                          Moderate
  Income Stock                    Moderate
  Short-Term Bond                 Low

===============================================================================
  INCOME -- TAX EXEMPT
  Long-Term 2                     Moderate
  Intermediate-Term 2             Low to moderate
  Short-Term 2                    Low
  State Bond/Income 2,3           Moderate
 
===============================================================================
  MONEY MARKET
  Money Market 4                  Very low
  Tax Exempt Money Market 2,4     Very low
  Treasury Money Market Trust 4   Very low
  State Money Market 2,3,4        Very low

===============================================================================

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

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

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

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

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

                                       23
<PAGE>

                                     NOTES
<PAGE>
   
If you would like more information about the Fund, you may call  1-800-531-8181
to request a free copy of the Fund's Statement of Additional Information (SAI),
dated  October 1, 1997,  or the Fund's Annual Report for the year ended May 31,
1997.  The SAI and the financial  statements  contained  with the Fund's Annual
Report have been filed with the SEC and are legally a part of this Prospectus.
    
                 INVESTMENT ADVISER, UNDERWRITER AND DISTRIBUTOR
                       USAA Investment Management Company
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                          -----------------------------

                                 TRANSFER AGENT
                        USAA Shareholder Account Services
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                          -----------------------------

                                    CUSTODIAN
                       State Street Bank and Trust Company
                                  P.O. Box 1713
                           Boston, Massachusetts 02105
                           --------------------------

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

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

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

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

                                [USAA EAGLE LOGO]

                       USAA INVESTMENT MANAGEMENT COMPANY
                            9800 FREDERICKSBURG ROAD
                               SAN ANTONIO, TEXAS
                                      78288
   
                                                                  (recycled)
23444-1097            (C) 1997, USAA.  All rights reserved.      RECYCLED PAPER
    
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       USAA                                     STATEMENT OF
       INVESTMENT                               ADDITIONAL INFORMATION
       TRUST                                    October 1, 1997

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                              USAA INVESTMENT TRUST

USAA INVESTMENT  TRUST (the Trust) is a registered  investment  company offering
shares of eleven  no-load  mutual funds which are described in this Statement of
Additional  Information (SAI): the Income Strategy Fund, Growth and Tax Strategy
Fund, Balanced Strategy Fund,  Cornerstone  Strategy Fund, Growth Strategy Fund,
Emerging  Markets Fund, Gold Fund,  International  Fund, World Growth Fund, GNMA
Trust, and Treasury Money Market Trust  (collectively,  the Funds). Each Fund is
classified as diversified and has its own investment  objective designed to meet
different investment goals.

You may obtain a free copy of a Prospectus  for each Fund dated October 1, 1997,
by writing to USAA Investment Trust, 9800  Fredericksburg  Rd., San Antonio,  TX
78288, or by calling toll free 1-800-531-8181. The Prospectus provides the basic
information  you should know before  investing  in the Funds.  This SAI is not a
Prospectus  and contains  information in addition to and more detailed than that
set  forth  in each  Fund's  Prospectus.  It is  intended  to  provide  you with
additional  information regarding the activities and operations of the Trust and
the Funds, and should be read in conjunction with each Fund's Prospectus.

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                                TABLE OF CONTENTS

   
        Page
           2    Valuation of Securities
           3    Conditions of Purchase and Redemption
           3    Additional Information Regarding Redemption of Shares
           4    Investment Plans
           5    Investment Policies
           8    Special Risk Considerations
           8    Investment Restrictions
          11    Portfolio Transactions
          13    Further Description of Shares
          14    Tax Considerations
          15    Trustees and Officers of the Trust
          18    The Trust's Manager
          20    General Information
          20    Calculation of Performance Data
          22    Appendix A - Long-Term and Short-Term Debt Ratings
          25    Appendix B - Comparison of Portfolio Performance
          28    Appendix C - Dollar-Cost Averaging
    

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                             VALUATION OF SECURITIES

Shares of each Fund are offered on a continuing  best efforts basis through USAA
Investment  Management  Company  (IMCO or the Manager).  The offering  price for
shares of each Fund is equal to the current net asset value (NAV) per share. The
NAV per  share  of each  Fund is  calculated  by  adding  the  value  of all its
portfolio securities and other assets,  deducting its liabilities,  and dividing
by the number of shares outstanding.

      A Fund's NAV per share is  calculated  each day,  Monday  through  Friday,
except days on which the New York Stock Exchange  (NYSE) is closed.  The NYSE is
currently  scheduled to be closed on New Year's Day, Martin Luther King Jr. Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving,  and Christmas,  and on the preceding Friday or subsequent  Monday
when one of these holidays falls on a Saturday or Sunday, respectively.

      The value of securities of the Income  Strategy,  Growth and Tax Strategy,
Balanced  Strategy,  Cornerstone  Strategy,  Growth Strategy,  Emerging Markets,
Gold, International,  and World Growth Funds and the GNMA Trust is determined by
one or more of the following methods:

(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 average
      of the bid and asked prices 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 at the time trading
      closes on the NYSE.

(3)   Debt securities purchased with maturities of 60 days or less are stated at
      amortized cost which approximates market value.  Repurchase agreements are
      valued at cost.

(4)   Other debt and  government  securities  are valued each  business day by a
      pricing  service  (the  Service)  approved by the Board of  Trustees.  The
      Service  uses the mean  between  quoted  bid and asked  prices or the last
      sales price to price  securities  when, in the Service's  judgment,  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  those  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.

      Securities  trading in foreign  markets  may not take place on all days on
which the NYSE is open. Further,  trading takes place in various foreign markets
on days on which the NYSE is not open. The calculation of a Fund's NAV therefore
may not take place  contemporaneously  with the  determination  of the prices of
securities held by a Fund.  Events affecting the values of portfolio  securities
that occur between the time their prices are  determined and the close of normal
trading on the NYSE on a day a Fund's NAV is calculated will not be reflected in
a Fund's NAV,  unless the Manager  determines  that the  particular  event would
materially affect NAV. In such a case, the Fund's Manager, under the supervision
of the  Board  of  Trustees,  will use all  relevant  available  information  to
determine a fair value for the affected portfolio securities.

      The value of the Treasury  Money Market  Trust's  securities  is stated at
amortized cost which approximates market value. This involves valuing a security
at its cost and thereafter  assuming a constant  amortization to maturity of any
discount or premium,  regardless of the impact of  fluctuating  interest  rates.
While this method  provides  certainty  in  valuation,  it may result in periods
during which the value of an  instrument,  as determined  by amortized  cost, is
higher or lower  than the price the  Trust  would  receive  upon the sale of the
instrument.

      The valuation of the Treasury Money Market Trust's  portfolio  instruments
based upon their  amortized  cost is subject to the Fund's  adherence to certain
procedures and conditions.  Consistent with regulatory requirements, the Manager
will only purchase securities with remaining  maturities of 397 days or less and
will maintain a dollar-weighted  average  portfolio  maturity of no more than 90
days.  The Manager will invest only in securities  that have been  determined to
present  minimal  credit risk and that  satisfy the quality and  diversification
requirements of applicable  rules and regulations of the Securities and Exchange
Commission (SEC).

      The Board of Trustees has established procedures designed to stabilize the
Treasury  Money Market  Trust's price per share,  as computed for the purpose of
sales and redemptions,  at $1.00. There can be no assurance,  however,  that the
Fund will at all times be able to maintain a constant $1.00 NAV per share.  Such
procedures  include review of the Fund's holdings at such intervals as is deemed
appropriate to determine  whether the Fund's NAV  calculated by using  available
market quotations deviates from $1.00 per share and,

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if so,  whether such  deviation may result in material  dilution or is otherwise
unfair to existing shareholders.  In the event that it is determined that such a
deviation  exists,  the Board of Trustees will take such corrective action as it
regards as necessary and appropriate.  Such action may include selling portfolio
instruments  prior to maturity to realize  capital gains or losses or to shorten
average portfolio  maturity,  withholding  dividends,  or establishing a NAV per
share by using available market quotations.

                      CONDITIONS OF PURCHASE AND REDEMPTION

Nonpayment
   
If any order to purchase  shares is cancelled  due to nonpayment or if the Trust
does not receive good funds either by check or electronic  funds  transfer,  the
Transfer Agent will treat the cancellation as a redemption of shares  purchased,
and you will be  responsible  for any resulting loss incurred by the Fund or the
Manager. If you are a shareholder, the Transfer Agent can redeem shares from any
of your  account(s) as  reimbursement  for all losses.  In addition,  you may be
prohibited or restricted from making future  purchases in any of the USAA Family
of Funds.  A $15 fee is charged for all  returned  items,  including  checks and
electronic funds transfers.
    

Transfer of Shares
   
You may transfer Fund shares to another person by sending  written  instructions
to USAA  Shareholder  Account  Services  (Transfer  Agent).  The account must be
clearly identified, and you must include the number of shares to be transferred,
the signatures of all registered  owners,  and all stock  certificates,  if any,
which are the subject of transfer.  You also need to send  written  instructions
signed by all registered  owners and  supporting  documents to change an account
registration due to events such as divorce, marriage, or death. If a new account
needs to be  established,  you must  complete and return an  application  to the
Transfer Agent.
    

              ADDITIONAL INFORMATION REGARDING REDEMPTION OF SHARES

The value of a shareholder's investment at the time of redemption may be more or
less than the cost at purchase, depending on the value of the securities held in
each Fund's portfolio.  Requests for redemption which are subject to any special
conditions,  or which specify an effective  date other than as provided  herein,
cannot be accepted.  A gain or loss for tax purposes may be realized on the sale
of shares, depending upon the price when redeemed.

      The Board of  Trustees  may  cause the  redemption  of an  account  with a
balance of less than $900,  provided that (1) the value of such account has been
reduced below the minimum initial  investment  required in such Fund at the time
of the establishment of the account to less than $900 entirely for reasons other
than  market  action,  (2) the account has  remained  below the minimum  initial
investment for six months, and (3) 60 days' prior written notice of the proposed
redemption has been sent to the shareholder.  Shares will be redeemed at the NAV
on the date fixed for  redemption by the Board of Trustees.  Prompt payment will
be made by mail to the last known address of the shareholder.

      The  Trust  reserves  the right to  suspend  the  right of  redemption  or
postpone  the date of  payment  (1) for any  periods  during  which  the NYSE is
closed,  (2)  when  trading  in the  markets  the  Trust  normally  utilizes  is
restricted,  or an emergency exists as determined by the SEC so that disposal of
the  Trust's   investments  or  determination  of  its  NAV  is  not  reasonably
practicable,  or (3) for such  other  periods as the SEC by order may permit for
protection of the Trust's shareholders.

      For the mutual  protection  of the investor  and the Funds,  the Trust may
require a  signature  guarantee.  If  required,  each  signature  on the account
registration must be guaranteed.  Signature  guarantees are acceptable from FDIC
member  banks,  brokers,  dealers,   municipal  securities  dealers,   municipal
securities  brokers,   government  securities  dealers,   government  securities
brokers,  credit unions,  national securities  exchanges,  registered securities
associations,  clearing agencies and savings associations. A signature guarantee
for active  duty  military  personnel  stationed  abroad may be  provided  by an
officer of the United States Embassy or Consulate,  a staff officer of the Judge
Advocate General, or an individual's commanding officer.

Redemption By Check

Shareholders  in the  Treasury  Money  Market  Trust may request  that checks be
issued  for their  accounts.  Checks  must be  written in the amount of at least
$250.

      Checks issued to  shareholders  of the Treasury Money Market Trust will be
sent only to the person in whose name the account is registered  and only to the
address of record. The checks must be manually signed by the registered owner(s)
exactly as the account is registered. For joint accounts the signature of either
or both joint  owners will be required on the check,  according  to the election
made  on the  signature  card.  Dividends  will  continue  to be  earned  by the
shareholder until the shares are redeemed by the presentation of a check.

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      When a check is presented to USAA Shareholder  Account Services  (Transfer
Agent) for payment,  a sufficient  number of full and  fractional  shares in the
investor's  account  will be  redeemed  to cover the  amount  of a check.  If an
investor's  account is not  adequate  to cover the amount of a check,  the check
will be returned  unpaid.  Because the value of the account changes as dividends
are accrued on a daily basis, checks may not be used to close an account.

   
      The  checkwriting  privilege  will be subject to the  customary  rules and
regulations  of State Street Bank and Trust  Company  (State  Street Bank or the
Custodian)  governing checking  accounts.  There is no charge to the shareholder
for the use of the checks or for subsequent reorders of checks.
    
      The  Trust  reserves  the  right to  assess a  processing  fee  against  a
shareholder's  account  for any  redemption  check not  honored by a clearing or
paying agent.  Currently,  this fee is $15 and is subject to change at any time.
Some examples of such dishonor are improper  endorsement,  checks written for an
amount less than the minimum check amount,  and  insufficient  or  uncollectible
funds.

      The Trust,  the  Transfer  Agent,  and State  Street Bank each reserve the
right to change or suspend  the  checkwriting  privilege  upon 30 days'  written
notice to participating shareholders.

                                INVESTMENT PLANS

The following  investment  plans are made available by the Trust to shareholders
of all the Funds.  At the time you sign up for any of the  following  investment
plans that utilize the electronic  funds transfer  service,  you will choose the
day of the month  (the  effective  date) on which you  would  like to  regularly
purchase  shares.  When this day falls on a weekend or holiday,  the  electronic
transfer will take place on the last business day before the effective date. You
may terminate your  participation in a plan at any time. Please call the Manager
for details and necessary forms or applications.

AUTOMATIC PURCHASE OF SHARES

   
INVESTART(R) - a no initial investment purchase plan. With this plan the regular
minimum initial  investment amount is waived if you make monthly additions of at
least $50 through electronic funds transfer from a checking or savings account.
    

INVESTRONIC(R)  - the regular purchase of additional  shares through  electronic
funds transfer from a checking or savings  account.  You may invest as little as
$50 per month.

DIRECT  PURCHASE  SERVICE - the periodic  purchase of shares through  electronic
funds  transfer  from  an  employer  (including   government   allotments),   an
income-producing  investment,  or an  account  with  a  participating  financial
institution.

AUTOMATIC  PURCHASE  PLAN - the  periodic  transfer  of funds  from a USAA money
market fund to purchase  shares in another  non-money  market USAA mutual  fund.
There is a minimum  investment  required for this program of $5,000 in the money
market fund, with a monthly transaction minimum of $50.

BUY/SELL  SERVICE - the  intermittent  purchase or redemption of shares  through
electronic funds transfer to or from a checking or savings account.

      Participation in these automatic  purchase plans will permit a shareholder
to engage in dollar-cost  averaging.  For additional  information concerning the
benefits of dollar-cost averaging, see Appendix C.

SYSTEMATIC WITHDRAWAL PLAN

If a shareholder in a single  investment  account  (accounts in different  Funds
cannot be  aggregated  for this  purpose)  owns shares having a NAV of $5,000 or
more, the  shareholder  may request that enough shares to produce a fixed amount
of money be liquidated from the account monthly or quarterly. The amount of each
withdrawal  must be at least $50. Using the electronic  funds transfer  service,
shareholders  may choose to have withdrawals  electronically  deposited at their
bank or other financial  institution.  They may also elect to have checks mailed
to a designated address.

      Such a plan may be  initiated by  depositing  shares worth at least $5,000
with  the  Transfer  Agent  and  by  completing  a  Systematic  Withdrawal  Plan
application,  which may be  requested  from the  Manager.  The  shareholder  may
terminate  participation  in the plan at any  time.  There is no  charge  to the
shareholder for withdrawals under the Systematic Withdrawal Plan. The Trust will
not bear any  expenses in  administering  the plan  beyond the regular  transfer
agent and custodian costs of issuing and redeeming shares. The Manager will bear
any additional expenses of administering the plan.

      Withdrawals  will be made by redeeming full and  fractional  shares on the
date selected by the shareholder at the time the plan is established. Withdrawal
payments  made under this plan may exceed  dividends and  distributions  and, to
this extent, will involve the use of principal and could reduce the dollar value
of a shareholder's  investment and eventually  exhaust the account.  Reinvesting
dividends and

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distributions  helps  replenish  the  account.  Because  share  values  and  net
investment income can fluctuate,  shareholders  should not expect withdrawals to
be offset by rising income or share value gains.

      Each  redemption  of shares  may  result in a gain or loss,  which must be
reported on the shareholder's income tax return. Therefore, a shareholder should
keep an accurate record of any gain or loss on each withdrawal.

TAX-DEFERRED  RETIREMENT PLANS  (NOT AVAILABLE  IN THE  GROWTH AND  TAX STRATEGY
FUND)
   
Federal  taxes on current  income may be deferred if an investor  qualifies  for
certain types of retirement programs.  For the convenience of the investor,  the
Manager offers 403(b)(7) accounts and various forms of IRAs. The minimum initial
investment  in each of these  plans is $250,  or no minimum is  required  with a
minimum $50 monthly electronic investment. Subsequent investments of $50 or more
per  account  may be made  at any  time.  Investments  may be made in one or any
combination of the  portfolios  described in the Prospectus of each Fund of USAA
Investment Trust and USAA Mutual Fund, Inc.
    

      Retirement plan applications for the IRA and 403(b)(7)  programs should be
sent directly to USAA Shareholder Account Services, 9800 Fredericksburg Rd., San
Antonio,  TX 78288.  USAA  Federal  Savings  Bank serves as  Custodian  of these
tax-deferred  retirement plans under the programs made available by the Manager.
Applications  for  these  retirement  plans  received  by the  Manager  will  be
forwarded to the Custodian for acceptance.

      An  administrative  fee  of  $20  is  deducted  from  the  proceeds  of  a
distribution   closing  an  account.   Exceptions   to  the  fee  are:   partial
distributions,  total transfer within USAA, and  distributions due to disability
or  death.  This  charge  is  subject  to  change  as  provided  in the  various
agreements. There may be additional charges, as mutually agreed upon between the
investor and the Custodian, for further services requested of the Custodian.

      Each employer or individual establishing a tax-deferred retirement plan is
advised to consult with a tax adviser  before  establishing  the plan.  Detailed
information about the plans may be obtained from the Manager.

                               INVESTMENT POLICIES

The  section  captioned   Investment  Objective  and  Policies  in  each  Fund's
Prospectus  (Investment  Policies and Risks in the Growth and Tax Strategy  Fund
Prospectus)  describes the fundamental  investment  objective and the investment
policies  applicable  to each Fund and the  following is provided as  additional
information.

SECTION 4(2) COMMERCIAL PAPER AND RULE 144A SECURITIES

The Income Strategy,  Balanced  Strategy and Growth Strategy Funds may invest in
commercial  paper issued in reliance on the "private  placement"  exemption from
registration  afforded by Section 4(2) of the  Securities  Act of 1933  (Section
4(2)  Commercial  Paper).  Section 4(2)  Commercial  Paper is  restricted  as to
disposition under the federal securities laws; therefore,  any resale of Section
4(2) Commercial Paper must be effected in a transaction exempt from registration
under the  Securities  Act of 1933.  Section 4(2)  Commercial  Paper is normally
resold  to other  investors  through  or with the  assistance  of the  issuer or
investment  dealers who make a market in Section  4(2)  Commercial  Paper,  thus
providing liquidity.

      Each Fund,  except the GNMA Trust and the Treasury Money Market Trust, may
also  purchase   restricted   securities   eligible  for  resale  to  "qualified
institutional  buyers"  pursuant to Rule 144A under the  Securities  Act of 1933
(Rule 144A Securities).  Rule 144A provides a non-exclusive safe harbor from the
registration  requirements  of the Securities Act of 1933 for resales of certain
securities to institutional investors.

MUNICIPAL LEASE OBLIGATIONS

The Income  Strategy,  Balanced  Strategy,  Growth  Strategy  and Growth and Tax
Strategy Funds may invest in municipal lease obligations,  installment  purchase
contract  obligations,  and  certificates of  participation  in such obligations
(collectively,  lease  obligations).  A lease  obligation  does not constitute a
general obligation of the municipality for which the municipality's taxing power
is  pledged,   although  the  lease  obligation  is  ordinarily  backed  by  the
municipality's  covenant  to  budget  for  the  payments  due  under  the  lease
obligation.

      Certain  lease  obligations  contain   "non-appropriation"  clauses  which
provide  that  the  municipality  has no  obligation  to make  lease  obligation
payments in future  years  unless  money is  appropriated  for such purpose on a
yearly basis. Although  "non-appropriation" lease obligations are secured by the
leased property,  disposition of the property in the event of foreclosure  might
prove difficult.

LIQUIDITY DETERMINATIONS

The Board of Trustees has  established  guidelines  pursuant to which  Municipal
Lease Obligations,  Section 4(2) Commercial Paper and Rule 144A Securities,  and
certain  restricted  debt securities  that are subject to  unconditional  put or
demand  features  exercisable  within seven days  (Restricted  Put Bonds) may be
determined  to be liquid for  purposes of complying  with the Funds'  investment
restriction applicable to

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investments in illiquid  securities.  In determining  the liquidity of Municipal
Lease Obligations,  Section 4(2) Commercial Paper and Rule 144A Securities,  the
Manager will consider the following  factors,  among others,  established by the
Board of Trustees:  (1) the frequency of trades and quotes for the security, (2)
the number of dealers willing to purchase or sell the security and the number of
other  potential  purchasers,  (3) dealer  undertakings  to make a market in the
security,  and (4) the nature of the security and the nature of the  marketplace
trades,  including  the time  needed to dispose of the  security,  the method of
soliciting offers, and the mechanics of transfer.  Additional factors considered
by the Manager in determining the liquidity of a municipal lease obligation are:
(1)  whether  the  lease  obligation  is of a size that  will be  attractive  to
institutional   investors,   (2)  whether  the  lease   obligation   contains  a
non-appropriation  clause and the likelihood  that the obligor will fail to make
an  appropriation  therefor,  and (3) such  other  factors  as the  Manager  may
determine to be relevant to such determination.  In determining the liquidity of
Restricted Put Bonds,  the Manager will evaluate the credit quality of the party
(the Put Provider) issuing (or unconditionally  guaranteeing performance on) the
unconditional  put or demand  feature of the  Restricted Put Bond. In evaluating
the credit  quality of the Put  Provider,  the Manager will consider all factors
that it  deems  indicative  of the  capacity  of the Put  Provider  to meet  its
obligations  under  the  Restricted  Put Bond  based  upon a  review  of the Put
Provider's  outstanding  debt and  financial  statements  and  general  economic
conditions.

      Certain  foreign  securities  (including  Eurodollar  obligations)  may be
eligible  for resale  pursuant  to Rule 144A in the  United  States and may also
trade without restriction in one or more foreign markets. Such securities may be
determined to be liquid based upon these foreign markets without regard to their
eligibility  for resale pursuant to Rule 144A. In such cases,  these  securities
will not be  treated  as Rule 144A  securities  for  purposes  of the  liquidity
guidelines established by the Board of Trustees.

CALCULATION OF MATURITY FOR FIXED INCOME SECURITIES

A fixed income  security's  maturity is typically  determined  on a stated final
maturity basis, although there are some exceptions to the rule.

      If the  issuer  of the  security  has  committed  to take  advantage  of a
maturity shortening device, such as a call, refunding,  or redemption provision,
the date on which the instrument will be called,  refunded,  or redeemed will be
considered to be its maturity date.  Maturities of securities subject to sinking
fund arrangements are determined on a weighted average life basis,  which is the
average time for  principal to be repaid.  The weighted  average  lives of these
securities will be shorter than their stated final  maturities.  A security will
be treated as having a maturity  earlier  than its stated  maturity  date if the
security has technical  features,  such as a put or demand feature which, in the
judgment of the Manager,  will result in the security being valued in the market
as though it has the earlier maturity.

LENDING OF SECURITIES

Each Fund may lend its  securities.  A lending  policy may be  authorized by the
Trust's Board of Trustees and implemented by the Manager,  but securities may be
loaned only to qualified broker-dealers or institutional investors that agree to
maintain cash  collateral  with the Trust equal at all times to at least 100% of
the value of the loaned securities.  The Trustees will establish  procedures and
monitor the  creditworthiness  of any institution or  broker-dealer  during such
times as any loan is outstanding. The Trust will continue to receive interest on
the  loaned  securities  and will  invest  the  cash  collateral  in  short-term
obligations of the U.S. Government or of its agencies or instrumentalities or in
repurchase agreements, thereby earning additional interest.

      No loan of securities will be made if, as a result,  the aggregate of such
loans would exceed 33 1/3%  of the  value of  a Fund's total  assets.  The Trust
may terminate such loans at any time.

FORWARD CURRENCY CONTRACTS

Each Fund,  except the Growth and Tax Strategy,  GNMA and Treasury  Money Market
Trusts,  may enter into forward  currency  contracts in order to protect against
uncertainty in the level of future foreign  exchange  rates. A forward  contract
involves an  agreement  to  purchase or sell a specific  currency at a specified
future  date or over a  specified  time period at a price set at the time of the
contract.  These contracts are usually traded directly  between currency traders
(usually  large  commercial  banks)  and their  customers.  A  forward  contract
generally has no deposit requirements, and no commissions are charged.

      The  Funds  may  enter  into   forward   currency   contracts   under  two
circumstances.  First,  when a Fund enters into a contract  for the  purchase or
sale of a security denominated in a foreign currency, it may desire to "lock in"
the U.S. dollar price of the security.  By entering into such a contract, a Fund
will be able to protect itself against a possible loss resulting from an adverse
change in the relationship between the U.S. dollar and the foreign currency from
the date the security is purchased or sold to the date on which  payment is made
or received.  Second,  when management of a Fund believes that the currency of a
specific country may deteriorate  relative to the U.S. dollar, it may enter into
a forward contract to sell that currency. A Fund may not hedge with respect to a
particular currency for an amount greater than the aggregate market value

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(determined  at the  time  of  making  any  sale  of  forward  currency)  of the
securities  held in its  portfolio  denominated  or  quoted  in,  or  bearing  a
substantial correlation to, such currency.

      The use of forward contracts  involves certain risks. The precise matching
of contract amounts and the value of securities  involved  generally will not be
possible  since the future  value of such  securities  in  currencies  more than
likely will change between the date the contract is entered into and the date it
matures.  The projection of short-term  currency  market  movements is extremely
difficult  and  successful   execution  of  a  short-term  hedging  strategy  is
uncertain.  Under  normal  circumstances,  consideration  of  the  prospect  for
currency   parities  will  be  incorporated  into  the  longer  term  investment
strategies.  The  Manager  believes  it  is  important,  however,  to  have  the
flexibility  to enter into such  contracts  when it determines it is in the best
interest of the Funds to do so. It is  impossible  to  forecast  what the market
value  of  portfolio  securities  will  be  at  the  expiration  of a  contract.
Accordingly,  it may be necessary for the Funds to purchase  additional currency
(and bear the expense of such  purchase)  if the market value of the security is
less than the amount of currency the Funds are  obligated  to deliver,  and if a
decision  is made to sell  the  security  and  make  delivery  of the  currency.
Conversely, it may be necessary to sell some of the foreign currency received on
the sale of the  portfolio  security if its market  value  exceeds the amount of
currency the Funds are obligated to deliver. The Funds are not required to enter
into such  transactions  and will not do so  unless  deemed  appropriate  by the
Manager.

      Although the Funds value their  assets each  business day in terms of U.S.
dollars,  they do not  intend to  convert  their  foreign  currencies  into U.S.
dollars on a daily basis.  They will do so from time to time,  and  shareholders
should be aware of currency conversion costs.  Although foreign exchange dealers
do not  charge a fee for  conversion,  they do  realize  a  profit  based on the
difference  (spread)  between  the prices at which  they are buying and  selling
various  currencies.  Thus, a dealer may offer to sell a foreign currency to the
Fund at one rate,  while  offering  a lesser  rate of  exchange  should the Fund
desire to resell that currency to the dealer.

WHEN-ISSUED SECURITIES

Each Fund may invest in new issues of debt  securities  offered on a when-issued
basis;  that is, delivery of and payment for the securities take place after the
date of the  commitment  to  purchase,  normally  within  45 days.  The  payment
obligation  and the interest  rate that will be received on the  securities  are
each fixed at the time the buyer  enters  into the  commitment.  A Fund may sell
these securities before the settlement date if it is deemed advisable.

      Debt securities purchased on a when-issued basis are subject to changes in
value in the same way that other debt securities  held in the Funds'  portfolios
are; that is, both generally experience appreciation when interest rates decline
and  depreciation  when interest rates rise. The value of such  securities  will
also be affected  by the  public's  perception  of the  creditworthiness  of the
issuer  and  anticipated  changes  in the level of  interest  rates.  Purchasing
securities on a when-issued  basis involves a risk that the yields  available in
the market  when the  delivery  takes  place may  actually  be higher than those
obtained in the transaction itself. Cash or high-quality, liquid-debt securities
equal to the amount of the when-issued  commitments are segregated at the Fund's
custodian  bank.  The  segregated  securities  are valued at  market,  and daily
adjustments are made to keep the value of the cash and segregated  securities at
least equal to the amount of such commitments by the Fund.

      On the settlement date of the when-issued  securities,  the Fund will meet
its obligations from then available cash, sale of segregated securities, sale of
other securities,  or from sale of the when-issued  securities themselves (which
may have a value greater or less than the Trust's payment obligations).  Sale of
securities to meet such obligations  carries with it a greater potential for the
realization of capital gains.

INVESTMENTS IN REAL ESTATE INVESTMENT TRUSTS (REITS)

Because the Income Strategy,  Balanced Strategy,  Cornerstone  Strategy,  Growth
Strategy,  and World Growth Funds may invest a portion of their assets in REITs,
the  Funds  may  also  be  subject  to  certain  risks  associated  with  direct
investments  in REITs.  REITs may be  affected  by changes in the value of their
underlying  properties  and by defaults by  borrowers  or tenants.  Furthermore,
REITs are dependent upon specialized management skills of their managers and may
have  limited  geographic  diversification,  thereby,  subjecting  them to risks
inherent in financing a limited  number of projects.  REITs depend  generally on
their ability to generate cash flow to make  distributions to shareholders,  and
certain REITs have  self-liquidation  provisions by which  mortgages held may be
paid in full and distributions of capital returns may be made at any time.

PUT AND CALL OPTIONS, FINANCIAL FUTURES CONTRACTS,  OPTIONS ON FINANCIAL FUTURES
CONTRACTS

   
Although the GNMA Trust,  Income Strategy,  Balanced Strategy,  Growth Strategy,
and Emerging Markets Funds are permitted to purchase and sell these contracts or
options,  the Funds have no current intention of doing so in the coming year and
will not engage in such  transactions  without first notifying  shareholders and
supplying further information in each Fund's Prospectus.
    

                                        7

<PAGE>

TAX-EXEMPT SECURITIES

Tax-exempt  securities  generally include debt obligations  issued by states and
their political subdivisions, and duly constituted authorities and corporations,
to obtain funds to construct,  repair, or improve various public facilities such
as airports, bridges, highways,  hospitals, housing, schools, streets, and water
and  sewer  works.  Tax-exempt  securities  may  also  be  issued  to  refinance
outstanding  obligations  as well  as to  obtain  funds  for  general  operating
expenses and for loans to other public institutions and facilities.

      The two principal  classifications  of tax-exempt  securities are "general
obligations" and "revenue" or "special tax" bonds.  General obligation bonds are
secured by the  issuer's  pledge of its full faith,  credit and taxing power for
the payment of principal and interest.  Revenue or special tax bonds are payable
only from the revenues derived from a particular facility or class of facilities
or, in some cases,  from the proceeds of a special  excise or other tax, but not
from  general  tax  revenues.  The Funds may also invest in  tax-exempt  private
activity bonds,  which in most cases are revenue bonds and generally do not have
the  pledge of the  credit of the  issuer.  The  payment  of the  principal  and
interest on such industrial  revenue bonds is dependent solely on the ability of
the  user  of the  facilities  financed  by the  bonds  to  meet  its  financial
obligations and the pledge, if any, of real and personal property so financed as
security for such payment.  There are, of course,  many  variations in the terms
of, and the security underlying tax-exempt  securities.  Short-term  obligations
issued by states,  cities,  municipalities  or municipal  agencies,  include Tax
Anticipation  Notes,   Revenue  Anticipation  Notes,  Bond  Anticipation  Notes,
Construction Loan Notes, and Short-Term Discount Notes.

      The yields of tax-exempt securities depend on, among other things, general
money market conditions, conditions of the tax-exempt bond market, the size of a
particular  offering,  the  maturity  of the  obligation,  and the rating of the
issue. The ratings of Moody's  Investors  Service,  Inc.  (Moody's),  Standard &
Poor's Ratings Group (S&P),  Fitch Investors Service,  Inc. (Fitch),  and Duff &
Phelps Inc.  represent their opinions of the quality of the securities  rated by
them, see Appendix A. It should be emphasized  that such ratings are general and
are not absolute  standards of quality.  Consequently,  securities with the same
maturity,  coupon, and rating may have different yields, while securities of the
same maturity and coupon but with different  ratings may have the same yield. It
will  be the  responsibility  of  the  Manager  to  appraise  independently  the
fundamental quality of the tax-exempt securities included in a Fund's portfolio.

                           SPECIAL RISK CONSIDERATIONS

CURRENCY EXCHANGE RATE FLUCTUATIONS

The Income Strategy,  Balanced Strategy,  Cornerstone Strategy, Growth Strategy,
Emerging  Markets,  Gold,  International,  and World Growth Funds' assets may be
invested in securities of foreign issuers.  Any such investments will be made in
compliance  with U.S.  and foreign  currency  restrictions,  tax laws,  and laws
limiting  the  amount and types of  foreign  investments.  Pursuit of the Funds'
investment  objectives  will  involve  currencies  of the  United  States and of
foreign   countries.   Consequently,   changes  in  exchange   rates,   currency
convertibility,  and repatriation requirements may favorably or adversely affect
the Funds.

UNPREDICTABLE POLITICAL, ECONOMIC AND SOCIAL CONDITIONS

For  the  Income  Strategy,  Balanced  Strategy,  Cornerstone  Strategy,  Growth
Strategy,  Emerging  Markets,  Gold,  International,  and  World  Growth  Funds,
investing in  securities  of foreign  issuers  presents  certain other risks not
present in domestic investments,  including different accounting, reporting, and
disclosure  requirements  for  foreign  issuers,  possible  political  or social
instability,  including  policies of foreign  governments which may affect their
respective  equity  markets,   and  foreign  taxation   requirements   including
withholding taxes.

                             INVESTMENT RESTRICTIONS

The following investment restrictions have been adopted by the Trust for and are
applicable to each Fund as stated. These restrictions may not be changed for any
given  Fund  without  approval  by the  lesser of (1) 67% or more of the  voting
securities  present at a meeting of the Fund if more than 50% of the outstanding
voting  securities of the Fund are present or  represented  by proxy or (2) more
than  50%  of  that  Fund's  outstanding   voting  securities.   The  investment
restrictions  of one Fund may thus be  changed  without  affecting  those of any
other Fund.

      Under the restrictions,  each of the Growth and Tax Strategy,  Cornerstone
Strategy, Gold, International, and World Growth Funds may not:

 (1)  With respect to 75% of its total  assets,  purchase the  securities of any
      issuer (except U.S. Government Securities,  as such term is defined in the
      Investment  Company Act of 1940,  as amended  (1940 Act)) if, as a result,
      the Fund would own more than 10% of the outstanding  voting  securities of
      such  issuer or the Fund would have more than 5% of the value of its total
      assets invested in the securities of such issuer.

                                        8

<PAGE>

 (2)  Borrow money,  except for temporary or emergency purposes in an amount not
      exceeding 33 1/3% of its total assets (including the amount borrowed) less
      liabilities (other than borrowings).

 (3)  Lend any securities or make any loan if, as a result, more than 33 1/3% of
      its  total  assets  would  be lent to  other  parties,  except  that  this
      limitation does not apply to purchases of debt securities or to repurchase
      agreements.

 (4)  Underwrite  securities of other issuers,  except to the extent that it may
      be deemed to act as a statutory  underwriter  in the  distribution  of any
      restricted securities or not readily marketable securities.

 (5)  Purchase securities on margin or sell securities short, except that it may
      obtain such  short-term  credits as are  necessary  for the  clearance  of
      securities transactions.

 (6)  Invest in put, call, straddle,  or spread options or interests in oil, gas
      or other mineral exploration or development  programs,  except that it may
      purchase  securities of issuers whose principal  business  activities fall
      within  such  areas in  accordance  with  its  investment  objectives  and
      policies.

 (7)  Invest more than 2% of the market value of its total assets in  marketable
      warrants  to  purchase  common  stock.   Warrants  initially  attached  to
      securities and acquired by a Fund upon original  issuance thereof shall be
      deemed to be without value.

 (8)  Purchase or sell real estate or partnership interests therein, except that
      the  Cornerstone  Strategy  Fund may purchase  securities  secured by real
      estate  interests  or  interests  therein,   or  issued  by  companies  or
      investment trusts which invest in real estate or interests therein.

 (9)  Purchase or sell commodities or commodity contracts.

(10)  Purchase securities of other open-end investment companies,  except a Fund
      may  invest  up to 10% of the  market  value of its  total  assets in such
      securities  through  purchases in the open market involving only customary
      broker's  commissions  or in  connection  with  a  merger,  consolidation,
      reorganization, or acquisition of assets approved by the shareholders.

(11)  Invest  more  than 5% of the  market  value  of its  total  assets  in any
      closed-end  investment  company  and  will not  hold  more  than 3% of the
      outstanding voting stock of any closed-end investment company.

(12)  Change  the nature  of its  business so  as to  cease to  be an investment
      company.

(13)  Issue senior securities as defined in the 1940 Act, except as permitted by
      Section 18(f)(2) and rules thereunder.

      For purposes of  restriction  8 above,  interests in publicly  traded Real
Estate Investment Trusts (REITs) are not deemed to be real estate or partnership
interests therein.

Each of the GNMA and Treasury Money Market Trusts may not:

 (1)  With respect to 75% of its total  assets,  purchase the  securities of any
      issuer (except U.S. Government Securities,  as such term is defined in the
      1940  Act) if,  as a  result,  the  Fund  would  own more  than 10% of the
      outstanding  voting  securities of such issuer or the Fund would have more
      than 5% of the value of its total  assets  invested in the  securities  of
      such issuer.

 (2)  Borrow money,  except for temporary or emergency purposes in an amount not
      exceeding 33 1/3% of its total assets (including the amount borrowed) less
      liabilities (other than borrowings).

 (3)  Lend any securities or make any loan if, as a result, more than 33 1/3% of
      its  total  assets  would  be lent to  other  parties,  except  that  this
      limitation does not apply to purchases of debt securities or to repurchase
      agreements.

 (4)  Underwrite  securities of other issuers,  except to the extent that it may
      be deemed to act as a statutory  underwriter  in the  distribution  of any
      restricted securities or not readily marketable securities.

 (5)  Change  the nature  of its  business so  as to  cease to  be an investment
      company.

 (6)  Issue  senior  securities as defined in the 1940 Act,  except as permitted
      by Section 18(f)(2) and rules thereunder.

 (7)  Purchase or sell real estate,  commodities or commodity contracts,  except
      that the GNMA Trust may invest in financial  futures contracts and options
      thereon.

 (8)  Purchase any security if immediately after the purchase 25% or more of the
      value of its total  assets  will be  invested  in  securities  of  issuers
      principally  engaged in a particular industry (except that such limitation
      does not apply to obligations issued or guaranteed by the U.S.  Government
      or its agencies or instrumentalities).

The Emerging Markets Fund may not:

 (1)  With respect to 75% of its total  assets,  purchase the  securities of any
      issuer (except U.S. Government Securities,  as such term is defined in the
      1940 Act) if, as a result, it would own more than 10% of the

                                        9

<PAGE>

      outstanding voting securities of such issuer or it would have more than 5%
      of the  value of its  total  assets  invested  in the  securities  of such
      issuer.

 (2)  Borrow  money,  except that it may borrow money for temporary or emergency
      purposes in an amount not exceeding 33 1/3% of its total assets (including
      the amount borrowed) less liabilities (other than borrowings), nor will it
      purchase securities when its borrowings exceed 5% of its total assets.

 (3)  Concentrate its investments in any one industry  although it may invest up
      to 25% of the value of its total  assets  in any one  industry;  provided,
      this limitation  does not apply to securities  issued or guaranteed by the
      U.S. Government or its corporate instrumentalities.

 (4)  Issue senior securities, except as permitted under the 1940 Act.

 (5)  Underwrite  securities of other issuers,  except to the extent that it may
      be deemed to act as a statutory  underwriter  in the  distribution  of any
      restricted securities or not readily marketable securities.

 (6)  Lend any securities or make any loan if, as a result, more than 33 1/3% of
      its  total  assets  would  be lent to  other  parties,  except  that  this
      limitation does not apply to purchases of debt securities or to repurchase
      agreements.

 (7)  Purchase or sell commodities, except that the Fund may invest in financial
      futures contracts, options thereon, and similar instruments.

 (8)  Purchase or sell real estate  unless  acquired as a result of ownership of
      securities  or other  instruments,  except  that the  Fund may  invest  in
      securities  or other  instruments  backed by real estate or  securities of
      companies  that deal in real  estate  or are  engaged  in the real  estate
      business.

Each of  the Income Strategy,  Balanced Strategy,  and Growth Strategy Funds may
not:

 (1)  With respect to 75% of its total  assets,  purchase the  securities of any
      issuer (except U.S. Government Securities,  as such term is defined in the
      1940 Act) if, as a result,  it would own more than 10% of the  outstanding
      voting  securities  of such  issuer  or it would  have more than 5% of the
      value of its total assets invested in the securities of such issuer.

 (2)  Borrow money,  except for temporary or emergency purposes in an amount not
      exceeding 33 1/3% of its total assets (including the amount borrowed) less
      liabilities (other than borrowings).

 (3)  Concentrate its investments in any one industry  although it may invest up
      to 25% of the value of its total  assets  in any one  industry;  provided,
      this limitation  does not apply to securities  issued or guaranteed by the
      U.S. Government and its agencies or instrumentalities.

 (4)  Issue senior securities, except as permitted under the 1940 Act.

 (5)  Underwrite  securities of other issuers,  except to the extent that it may
      be deemed to act as a statutory  underwriter  in the  distribution  of any
      restricted securities or not readily marketable securities.

 (6)  Lend any securities or make any loan if, as a result, more than 33 1/3% of
      its  total  assets  would  be lent to  other  parties,  except  that  this
      limitation does not apply to purchases of debt securities or to repurchase
      agreements.

 (7)  Purchase  or sell  commodities,  except  that  each  Fund  may  invest  in
      financial futures contracts, options thereon, and similar instruments.

 (8)  Purchase or sell real estate  unless  acquired as a result of ownership of
      securities  or other  instruments,  except  that each  Fund may  invest in
      securities  or other  instruments  backed by real estate or  securities of
      companies  that deal in real  estate  or are  engaged  in the real  estate
      business.

With respect to each Fund's concentration policies as described above and in its
Prospectus,  the Manager uses industry  classifications  for industries based on
categories established by Standard & Poor's Corporation (S&P) for the Standard &
Poor's 500 Composite Index, with certain modifications.  Because the Manager has
determined that certain categories within, or in addition to, those set forth by
S&P have unique investment  characteristics,  additional industries are included
as industry  classifications.  The Manager classifies  municipal  obligations by
projects with similar characteristics,  such as toll road revenue bonds, housing
revenue bonds or higher  education  revenue bonds. In addition,  the Cornerstone
Strategy Fund may not concentrate  investments in any one industry,  although it
may invest up to 25% of the value of its total assets in one industry; the Basic
Value  Stocks,   Foreign  Stocks,  and  U.S.  Government  Securities  investment
categories are not considered industries for this purpose.

                                       10

<PAGE>

ADDITIONAL RESTRICTION

The following  restriction is not  considered to be a fundamental  policy of the
Funds.  The Trust's  Board of Trustees  may change this  additional  restriction
without notice to or approval by the shareholders.

      Under the additional restriction, each of the Funds may not:

 (1)  Purchase any  security while  borrowings representing  more than 5% of the
      Fund's total assets are outstanding.

                             PORTFOLIO TRANSACTIONS

The Manager,  pursuant to the Advisory  Agreement  dated September 21, 1990, and
subject to the general  control of the  Trust's  Board of  Trustees,  places all
orders for the purchase  and sale of Fund  securities.  In  executing  portfolio
transactions and selecting brokers and dealers, it is the Trust's policy to seek
the best overall terms available.  The Manager shall consider such factors as it
deems  relevant,  including  the  breadth  of the  market in the  security,  the
financial  condition and execution  capability of the broker or dealer,  and the
reasonableness of the commission,  if any, for the specific  transaction or on a
continuing basis.  Securities purchased or sold in the  over-the-counter  market
will be executed through principal market makers, except when, in the opinion of
the Manager, better prices and execution are available elsewhere.

      In the  allocation of brokerage  business used to purchase  securities for
the Income Strategy,  Growth and Tax Strategy,  Balanced  Strategy,  Cornerstone
Strategy,  Growth Strategy,  Emerging Markets,  Gold,  International,  and World
Growth  Funds,  preference  may be  given to those  broker-dealers  who  provide
research or other  services to the Manager as long as there is no  sacrifice  in
obtaining the best overall terms available. Such research and other services may
include,   for  example:   advice  concerning  the  value  of  securities,   the
advisability  of  investing  in,  purchasing,  or  selling  securities,  and the
availability of securities or the purchasers or sellers of securities;  analyses
and reports concerning  issuers,  industries,  securities,  economic factors and
trends,  portfolio strategy,  and performance of accounts; and various functions
incidental  to  effecting  securities   transactions,   such  as  clearance  and
settlement.  In return  for such  services,  a Fund may pay to a broker a higher
commission  than may be  charged by other  brokers,  provided  that the  Manager
determines  in good faith that such  commission is reasonable in relation to the
value of the brokerage and research services provided by such broker,  viewed in
terms of either that particular  transaction or of the overall responsibility of
the Manager to the Funds and its other clients. The Manager continuously reviews
the  performance  of  the   broker-dealers   with  whom  it  places  orders  for
transactions.   The  receipt  of  research  from   broker-dealers  that  execute
transactions  on behalf of the Trust may be useful to the  Manager in  rendering
investment  management  services to other clients  (including  affiliates of the
Manager),  and conversely,  such research  provided by  broker-dealers  who have
executed  transaction  orders on behalf  of other  clients  may be useful to the
Manager in carrying out its  obligations  to the Trust.  While such  research is
available  to and may be used by the Manager in providing  investment  advice to
all its clients (including affiliates of the Manager),  not all of such research
may be used by the  Manager  for the  benefit of the Trust.  Such  research  and
services  will  be in  addition  to and not in lieu  of  research  and  services
provided by the Manager, and the expenses of the Manager will not necessarily be
reduced by the receipt of such supplemental research. See The Trust's Manager.

      Securities of the same issuer may be purchased,  held, or sold at the same
time by the Trust for any or all of its Funds,  or other  accounts or  companies
for which the Manager acts as the investment  adviser  (including  affiliates of
the  Manager).  On  occasions  when the Manager  deems the purchase or sale of a
security to be in the best interest of the Trust, as well as the Manager's other
clients,   the  Manager,   to  the  extent  permitted  by  applicable  laws  and
regulations, may aggregate such securities to be sold or purchased for the Trust
with those to be sold or purchased  for other  customers in order to obtain best
execution and lower brokerage commissions,  if any. In such event, allocation of
the  securities  so purchased or sold,  as well as the expenses  incurred in the
transaction,  will be made by the Manager in the manner it  considers to be most
equitable and consistent  with its fiduciary  obligations to all such customers,
including the Trust. In some instances,  this procedure may impact the price and
size of the position obtainable for the Trust.

      The Trust pays no brokerage  commissions as such for debt securities.  The
market for such  securities is typically a "dealer"  market in which  investment
dealers  buy and sell the  securities  for their own  accounts,  rather than for
customers,  and the price may  reflect  a  dealer's  mark-up  or  mark-down.  In
addition, some securities may be purchased directly from issuers.

                                       11

<PAGE>

BROKERAGE COMMISSION

During the last three fiscal years, the Funds paid the following brokerage fees:

   
      FUND                             1995            1996             1997
                                  -----------     ------------    -----------
    Income Strategy                    -          $     3,434*    $     2,820
    Growth and Tax Strategy       $    30,774     $    58,596     $    81,456
    Balanced Strategy                  -          $    16,908*    $    13,006
    Cornerstone Strategy          $ 1,278,398     $ 1,560,138     $ 1,428,772
    Growth Strategy                    -          $   104,911*    $   230,440
    Emerging Markets              $   140,877**   $   394,696     $   484,792
    Gold                          $   299,874     $   224,458     $   225,284
    International                 $ 1,422,707     $ 1,551,078     $ 1,362,389
    World Growth                  $   599,043     $   709,486     $   558,990
    

- ---------------------
  *  For the nine-month period ended May 31, 1996.
 **  For the seven-month period ended May 31, 1995.

During the last three fiscal years, the Funds paid the following  brokerage fees
to USAA Brokerage Services, a discount brokerage service of the Manager:

   
      FUND                           1995          1996         1997**
                                  --------     ---------    ----------
    Income Strategy                   -        $    216*    $     454
    Growth and Tax Strategy       $  1,400     $    400     $  15,356
    Balanced Strategy                 -        $    632*    $   1,132
    Cornerstone Strategy          $  2,120     $  4,000     $  11,878
    Growth Strategy                   -        $    556*    $  10,580
    Emerging Markets                  -            -        $     240
    World Growth                  $  7,576     $    928     $   2,380
    

- ---------------------
  *  For the nine-month period ended May 31, 1996.
 **  These amounts are 16.10%,  18.85%,  8.7%,  .83%,  4.59%,  .05%, and .43%,
     respectively, of brokerage fees paid by each Fund.
   
For the year ended May 31, 1997, 16.07%,  11.57%, 7.97%, 2.36%, 7.59%, .22%, and
1.58%, of the aggregate dollar amounts of transactions  involving the payment of
commissions by the Income Strategy, Growth and Tax Strategy,  Balanced Strategy,
Cornerstone Strategy, Growth Strategy, Emerging Markets, and World Growth Funds,
respectively, were effected through USAA Brokerage Services.
    
      The Manager  directed a portion of the Funds'  brokerage  transactions  to
certain broker-dealers that provided the Manager with research,  statistical and
other  information.   Such  transactions  amounted  to  $755,255,   $33,359,021,
$3,768,476, $65,579,532, $25,198,552, $283,516, $2,154,238, and $12,833,895, and
the related  brokerage  commissions  or  underwriting  commissions  were $1,154,
$46,750,  $5,267,  $87,403,  $46,990,  $850,  $2,850 and  $13,902 for the Income
Strategy,  Growth and Tax Strategy,  Balanced  Strategy,  Cornerstone  Strategy,
Growth  Strategy,  Emerging  Markets,  International  and  World  Growth  Funds,
respectively, for the year ended May 31, 1997.

PORTFOLIO TURNOVER RATES

The rate of  portfolio  turnover in any of the Funds  (other  than the  Treasury
Money Market Trust) will not be a limiting factor when the Manager deems changes
in a Fund's portfolio appropriate in view of its investment objective.  Although
no Fund will purchase or sell securities  solely to achieve  short-term  trading
profits,  a Fund may sell portfolio  securities  without regard to the length of
time held if consistent with the Fund's investment objective. A higher degree of
equity  portfolio  activity will increase  brokerage  costs to a Fund. It is not
anticipated that the portfolio turnover rates of the Income Strategy, Growth and
Tax Strategy, Balanced Strategy, Cornerstone Strategy, Growth Strategy, Emerging
Markets,  Gold,  International,  and World  Growth  Funds or the GNMA Trust will
exceed 100%.

      The  portfolio  turnover rate is computed by dividing the dollar amount of
securities  purchased  or sold  (whichever  is smaller) by the average  value of
securities  owned during the year.  Short-term  investments  such as  commercial
paper  and  short-term  U.S.  Government  securities  are  not  considered  when
computing the turnover rate.

                                       12

<PAGE>

For the last two fiscal  years,  the  Funds'  portfolio  turnover  rates were as
follows:
       FUND                                       1996             1997
                                               --------           -------
     Income Strategy                            78.60%*            64.71%
     Growth and Tax Strategy 1                 202.55%            194.21%
     Balanced Strategy                          26.53%*            28.06%
     Cornerstone Strategy                       36.15%             35.14%
     Growth Strategy                            40.21%*            62.50%
     Emerging Markets                           87.98%             61.21%
     Gold                                       16.48%             26.40%
     International                              70.01%             46.03%
     World Growth                               60.97%             50.02%
     GNMA Trust                                127.77%**           77.82%
- --------------------
  *  For the nine-month period ended May 31, 1996.
 **  The turnover  rate was higher  because the assets in the  portfolio  were
     repositioned in response to changing market conditions.
   
  1  The Fund has simultaneously purchased and sold the same securities. These
     transactions  have at times been high in volume and  dissimilar  to other
     trade activity within the Fund. If these  transactions were excluded from
     the calculation, the portfolio turnover rate would have been as follows:

                                                     YEAR ENDED MAY 31,
                                                     ------------------
                                                 1996                1997
                                                 ----                ----
     Portfolio turnover(%)                      61.98               52.97
     Purchases and sales of this type are
      as follows:
         Purchases (000)                     $192,239            $220,402
         Sales (000)                         $192,490            $220,683
    

                          FURTHER DESCRIPTION OF SHARES

The Trust is  authorized  to issue  shares of  beneficial  interest  in separate
portfolios.  Eleven such portfolios have been established which are described in
this SAI. Under the First Amended and Restated  Master Trust  Agreement  (Master
Trust  Agreement),  dated June 2, 1995,  as  amended,  the Board of  Trustees is
authorized  to create new  portfolios  in  addition  to those  already  existing
without the approval of the shareholders of the Trust. The Cornerstone  Strategy
and Gold  Funds  were  established  May 9, 1984,  by the Board of  Trustees  and
commenced public offering of their shares on August 15, 1984. The  International
Fund,  established on November 4, 1987,  commenced public offering of its shares
on July 11, 1988.  The Growth and Tax Strategy Fund was  established on November
3, 1988,  and  commenced  public  offering of its shares on January 11, 1989. On
November 7, 1990, the Board of Trustees  established the GNMA Trust and Treasury
Money Market Trust and commenced  public offering of their shares on February 1,
1991.  The World Growth Fund was  established  on July 21, 1992,  and  commenced
public offering of its shares on October 1, 1992. The Emerging  Markets Fund was
established on September 7, 1994, and commenced public offering of its shares on
November 7, 1994. The Income Strategy,  Balanced  Strategy,  and Growth Strategy
Funds were  established on June 2, 1995, and commenced  public offering of their
shares on September 1, 1995.

      Each  Fund's  assets,  and all  income,  earnings,  profits  and  proceeds
thereof,  subject only to the rights of creditors, are specifically allocated to
each Fund. They  constitute the underlying  assets of each Fund, are required to
be segregated  on the books of account,  and are to be charged with the expenses
of such Fund.  Any general  expenses of the Trust not  readily  identifiable  as
belonging to a particular Fund are allocated on the basis of the Funds' relative
net  assets  during  the fiscal  year or in such  other  manner as the  Trustees
determine to be fair and equitable.  Each share of each Fund represents an equal
proportionate  interest  in that Fund with every  other share and is entitled to
such  dividends  and  distributions  out of the net  income  and  capital  gains
belonging to that Fund when declared by the Trustees.  Upon  liquidation of that
Fund, shareholders are entitled to share pro rata in the net assets belonging to
such Fund available for distribution.

      Under the Trust's Master Trust Agreement,  no annual or regular meeting of
shareholders is required.  Thus, there will ordinarily be no shareholder meeting
unless otherwise required by the 1940 Act. Under certain circumstances, however,
shareholders  may apply to the Trustees for shareholder  information in order to
obtain signatures to request a shareholder  meeting.  Moreover,  pursuant to the
Master Trust Agreement,  any Trustee may be removed by the vote of two-thirds of
the  outstanding  Trust  shares and  holders  of 10% or more of the  outstanding
shares of the Trust can require  Trustees to call a meeting of shareholders  for
the  purpose  of voting on the  removal of one or more  Trustees.  On any matter
submitted to the  shareholders,  the holder of any share is entitled to one vote
per share (with proportionate voting for fractional shares) regardless

                                       13

<PAGE>

of the  relative  net asset  values of the Funds'  shares.  However,  on matters
affecting an individual  Fund, a separate vote of the  shareholders of that Fund
is required.  For example, the Advisory Agreement must be approved separately by
each Fund and only becomes  effective  with respect to a Fund when a majority of
the outstanding  voting  securities of that Fund approves it.  Shareholders of a
Fund are not  entitled to vote on any matter which does not affect that Fund but
which requires a separate vote of another Fund. For example,  a proposed  change
in the investment  objectives of a particular Fund would require the affirmative
vote of a majority of the outstanding voting securities of only that Fund.

      Shares  do  not  have  cumulative  voting  rights,  which  means  that  in
situations in which shareholders elect Trustees, holders of more than 50% of the
shares  voting  for the  election  of  Trustees  can elect  100% of the Board of
Trustees, and the holders of less than 50% of the shares voting for the election
of Trustees will not be able to elect any person as a Trustee.

      When issued,  each Fund's shares are fully paid and  nonassessable  by the
Trust, have no preemptive or subscription  rights,  and are fully  transferable.
There are no conversion rights.

                               TAX CONSIDERATIONS

TAXATION OF THE FUNDS

Each Fund intends to qualify as a regulated  investment company under Subchapter
M of the Internal Revenue Code of 1986, as amended (the Code). Accordingly, each
Fund will not be liable for federal  income taxes on its taxable net  investment
income and net capital gains  (capital  gains in excess of capital  losses) that
are distributed to  shareholders,  provided that each Fund  distributes at least
90% of its net investment income and net short-term capital gain for the taxable
year.

      To qualify as a regulated  investment  company,  a Fund must,  among other
things,  (1) derive in each  taxable  year at least 90% of its gross income from
dividends,  interest,  payments with respect to securities loans, gains from the
sale or other disposition of stock,  securities or foreign currencies,  or other
income  derived  with  respect  to its  business  of  investing  in such  stock,
securities,  or currencies (the 90% test);  (2) derive in each taxable year less
than 30% of its  gross  income  from the sale or other  disposition  of stock or
securities,  and certain options,  futures  contracts,  forward  contracts,  and
foreign  currencies  held for less than three  months  (the 30%  test);  and (3)
satisfy certain  diversification  requirements,  at the close of each quarter of
the Fund's  taxable  year.  In the case of the Growth and Tax Strategy  Fund, in
order to be entitled to pay  exempt-interest  dividends to shareholders,  at the
close of each  quarter  of its  taxable  year,  at least 50% of the value of the
Fund's total assets must consist of obligations  the interest of which is exempt
from federal  income tax.  The Growth and Tax  Strategy  Fund intends to satisfy
this requirement.

      The Code imposes a nondeductible  4% excise tax on a regulated  investment
company that fails to  distribute  during each  calendar year an amount at least
equal  to the  sum of (1)  98% of its  taxable  net  investment  income  for the
calendar  year,  (2) 98% of its  capital  gain net income  for the twelve  month
period  ending on October 31, and (3) any prior  amounts not  distributed.  Each
Fund intends to make such  distributions as are necessary to avoid imposition of
excise tax.

      The Income  Strategy,  Balanced  Strategy,  Cornerstone  Strategy,  Growth
Strategy, Emerging Markets, Gold, International, and World Growth Funds' ability
to make  certain  investments  may be  limited  by  provisions  of the Code that
require inclusion of certain unrealized gains or losses in the Fund's income for
purposes of the 90% test, the 30% test, and the distribution requirements of the
Code, and by provisions of the Code that characterize  certain income or loss as
ordinary  income or loss rather than  capital  gain or loss.  Such  recognition,
characterization  and timing rules  generally  apply to  investments  in certain
forward currency contracts,  foreign currencies and debt securities  denominated
in foreign currencies, as well as certain other investments.

      If the Income Strategy,  Balanced Strategy,  Cornerstone Strategy,  Growth
Strategy, Emerging Markets, Gold, International, or World Growth Funds invest in
an entity that is classified as a "passive  foreign  investment  company" (PFIC)
for federal income tax purposes,  the  application of certain  provisions of the
Code applying to PFICs could result in the imposition of certain  federal income
taxes on the Fund.  It is  anticipated  that any taxes on a Fund with respect to
investments in PFICs would be insignificant.

TAXATION OF THE SHAREHOLDERS

Taxable distributions are generally included in a shareholder's gross income for
the  taxable  year in which they are  received.  Dividends  declared in October,
November, or December and made payable to shareholders of record in such a month
will be deemed to have been received on December 31, if a Fund pays the dividend
during the following January. If a shareholder of a Fund receives a distribution
taxable as  long-term  capital gain with respect to shares of a Fund and redeems
or exchanges  the shares  before he has held them for more than six months,  any
loss on the  redemption  or exchange that is less than or equal to the amount of
the  distribution  will be treated as long-term  capital  loss,  except as noted
below.

                                       14

<PAGE>

      In the case of the Growth and Tax Strategy Fund, if a shareholder receives
an  exempt-interest  dividend  with respect to any share and such share has been
held for six months or less, any loss on the sale or exchange of such share will
be disallowed to the extent of such exempt-interest  dividend.  Shareholders who
are recipients of Social Security benefits should be aware that  exempt-interest
dividends received from the Growth and Tax Strategy Fund are includible in their
"modified  adjusted gross income" for purposes of determining the amount of such
Social  Security  benefits,  if any,  that are  required to be included in their
gross income.

      The Growth and Tax  Strategy  Fund may invest in private  activity  bonds.
Interest on certain  private  activity  bonds issued after August 7, 1986, is an
item of tax  preference  for  purposes  of the Federal  Alternative  Minimum Tax
(AMT),  although the interest  continues to be excludable  from gross income for
other purposes.  AMT is a supplemental tax designed to ensure that taxpayers pay
at least a minimum amount of tax on their income,  even if they make substantial
use of certain tax  deductions  and  exclusions  (referred to as tax  preference
items).  Interest from private activity bonds is one of the tax preference items
that is added to income  from other  sources  for the  purposes  of  determining
whether a taxpayer is subject to AMT and the amount of any tax to be paid.

      Opinions relating to the validity of the tax-exempt  securities  purchased
for the Growth and Tax Strategy Fund and the exemption of interest  thereon from
federal  income tax are  rendered by  recognized  bond  counsel to the  issuers.
Neither the  Manager's  nor the Fund's  counsel makes any review of the basis of
such opinions.

      The exemption of interest  income for federal income tax purposes does not
necessarily  result in exemption under the income or other tax laws of any state
or local taxing  authority.  Shareholders of a Fund may be exempt from state and
local  taxes  on  distributions  of  tax-exempt  interest  income  derived  from
obligations of the state and/or  municipalities of the state in which they are a
resident, but generally are subject to tax on income derived from obligations of
other  jurisdictions.  Shareholders  should consult their tax advisers about the
status of distributions from a Fund in their own states and localities.

                       TRUSTEES AND OFFICERS OF THE TRUST

The Board of Trustees of the Trust consists of seven  Trustees.  Set forth below
are the  Trustees and officers of the Trust,  and their  respective  offices and
principal  occupations during the last five years.  Unless otherwise  indicated,
the business address of each is 9800 Fredericksburg Rd., San Antonio, TX 78288.

Robert G. Davis 1, 2
Trustee and Chairman of the Board of Trustees
Age: 50

President,  Chief Executive Officer,  Director and Vice Chairman of the Board of
Directors  of USAA  Capital  Corporation  and  several of its  subsidiaries  and
affiliates (1/97-present);  Director,  Chairman,  President, and Chief Executive
Officer, USAA Financial Planning Network, Inc.  (1/97-present);  Director,  Vice
Chairman,  Executive Vice President, and Chief Operating Officer, USAA Financial
Planning  Network,  Inc.  (9/96-1/97);  Special  Assistant to  Chairman,  United
Services  Automobile  Association  (USAA)  (6/96-12/96);   President  and  Chief
Executive Officer, Banc One Credit Corporation  (12/95-6/96);  and President and
Chief Executive Officer, Banc One Columbus,  (8/91-12/95). Mr. Davis also serves
as a Trustee and Chairman of the Board of Trustees of USAA State  Tax-Free Trust
and as a Director and  Chairman of the Boards of  Directors  of USAA  Investment
Management  Company (IMCO),  USAA Mutual Fund, Inc., USAA Tax Exempt Fund, Inc.,
USAA  Shareholder  Account  Services,  USAA  Federal  Savings Bank and USAA Real
Estate Company.

Michael J. C. Roth 1, 2
Trustee, President and Vice Chairman of the Board of Trustees
Age: 56

Chief Executive  Officer,  IMCO  (10/93-present);  President,  Director and Vice
Chairman  of the Board of  Directors,  IMCO  (1/90-present).  Mr. Roth serves as
President,  Trustee  and Vice  Chairman  of the Board of  Trustees of USAA State
Tax-Free  Trust,  as  President,  Director  and Vice  Chairman  of the Boards of
Directors  of USAA  Mutual  Fund,  Inc.,  USAA Tax Exempt  Fund,  Inc.  and USAA
Shareholder Account Services,  as Director of USAA Life Insurance Company and as
Trustee and Vice Chairman of USAA Life Investment Trust.

                                       15

<PAGE>

John W. Saunders, Jr. 1, 2, 4
Trustee and Vice President
Age: 62

Senior Vice  President,  Fixed Income  Investments,  IMCO  (10/85-present).  Mr.
Saunders serves as a Trustee and Vice President of USAA State Tax-Free Trust, as
a Director of IMCO,  Director and Vice President of USAA Mutual Fund,  Inc., and
USAA Tax Exempt Fund, Inc., as Senior Vice President of USAA Shareholder Account
Services, and as Vice President of USAA Life Investment Trust.

Barbara B. Dreeben 3, 4, 5
200 Patterson #1008
San Antonio, TX  78209
Trustee
Age: 52

President, Postal Addvantage (7/92-present); Consultant, Nancy Harkins Stationer
(8/91-12/95).  Mrs. Dreeben serves as a Trustee of USAA State Tax-Free Trust and
as a Director of USAA Mutual Fund, Inc. and USAA Tax Exempt Fund, Inc.

Howard L. Freeman, Jr. 2, 3, 4, 5
2710 Hopeton
San Antonio, TX  78230
Trustee
Age: 62

Retired.  Assistant General Manager for Finance, San Antonio City Public Service
Board (1976-1996).  Mr. Freeman serves as a Trustee of USAA State Tax-Free Trust
and as a Director of USAA Mutual Fund, Inc. and USAA Tax Exempt Fund, Inc.

Robert L. Mason, Ph.D. 3, 4, 5
12823 Queens Forest
San Antonio, TX  78230
Trustee
Age: 51

Manager,    Statistical   Analysis   Section,   Southwest   Research   Institute
(8/75-present).  Dr. Mason serves as a Trustee of USAA State  Tax-Free Trust and
as a Director of USAA Mutual Fund, Inc. and USAA Tax Exempt Fund, Inc.

Richard A. Zucker 3, 4, 5
407 Arch Bluff
San Antonio, TX  78216
Trustee
Age: 54

Vice President, Beldon Roofing and Remodeling (1985-present).  Mr. Zucker serves
as a Trustee of USAA State Tax-Free Trust and as a Director of USAA Mutual Fund,
Inc. and USAA Tax Exempt Fund, Inc.

Michael D. Wagner 1
Secretary
Age: 49

Vice President,  Corporate  Counsel,  USAA  (1982-present).  Mr. Wagner has held
various  positions in the legal department of USAA since 1970 and serves as Vice
President,  Secretary and Counsel,  IMCO and USAA Shareholder  Account Services;
Secretary,  USAA State  Tax-Free  Trust,  USAA Mutual Fund,  Inc.,  and USAA Tax
Exempt Fund, Inc.; and as Vice President,  Corporate Counsel,  for various other
USAA subsidiaries and affiliates.

                                       16

<PAGE>

Alex M. Ciccone 1
Assistant Secretary
Age: 47

Vice  President,  Compliance,  IMCO  (12/94-present);  Vice  President and Chief
Operating Officer,  Commonwealth  Shareholder  Services  (6/94-11/94);  and Vice
President,  Compliance,  IMCO  (12/91-5/94).  Mr.  Ciccone  serves as  Assistant
Secretary of USAA State  Tax-Free  Trust,  USAA Mutual  Fund,  Inc. and USAA Tax
Exempt Fund, Inc.

   
Mark S. Howard 1
Assistant Secretary
Age: 33

Executive Director,  Securities Counsel,  USAA (9/96-present);  Senior Associate
Counsel,  Securities  Counsel,  USAA  (5/95 to 8/96);  Attorney,  Kirkpatrick  &
Lockhart LLP (9/90-4/95). Mr. Howard serves as Assistant Secretary of USAA State
Tax-Free Trust,  USAA Mutual Fund,  Inc., and USAA Tax Exempt Fund, Inc., and as
Executive  Director,  Securities Counsel for various other USAA subsidiaries and
affiliates.
    

Sherron A. Kirk 1
Treasurer
Age: 52

Vice President,  Controller,  IMCO  (10/92-present);  Vice President,  Corporate
Financial  Analysis,  USAA (9/92- 10/92);  Assistant Vice  President,  Financial
Plans and Support, USAA (8/91-9/92). Mrs. Kirk serves as Treasurer of USAA State
Tax-Free Trust,  USAA Mutual Fund,  Inc., and USAA Tax Exempt Fund, Inc., and as
Vice President, Controller of USAA Shareholder Account Services.

Dean R. Pantzar 1
Assistant Treasurer
Age: 38

Executive  Director,  Mutual Fund Accounting,  IMCO  (10/95-present);  Director,
Mutual Fund Accounting,  IMCO (12/94-10/95);  Senior Manager,  KPMG Peat Marwick
LLP (7/88-12/94). Mr. Pantzar serves as Assistant Treasurer of USAA Mutual Fund,
Inc., USAA State Tax-Free Trust, and USAA Tax Exempt Fund, Inc.

- -------------
1  Indicates  those  Trustees and  officers who are  employees of the Manager or
   affiliated  companies and are considered  "interested persons" under the 1940
   Act.
2  Member of Executive Committee
3  Member of Audit Committee
4  Member of Pricing and Investment Committee
5  Member of Corporate Governance Committee

      Between the  meetings of the Board of Trustees  and while the Board is not
in session,  the Executive Committee of the Board of Trustees has all the powers
and may  exercise all the duties of the Board of Trustees in the  management  of
the business of the Trust which may be delegated to it by the Board. The Pricing
and   Investment   Committee  of  the  Board  of  Trustees   acts  upon  various
investment-related  issues and other matters which have been  delegated to it by
the Board.  The Audit  Committee of the Board of Trustees  reviews the financial
statements and the auditor's reports and undertakes certain studies and analyses
as directed by the Board.  The  Corporate  Governance  Committee of the Board of
Trustees maintains oversight of the organization, performance, and effectiveness
of the Board and independent Trustees.

      In addition to the previously listed Trustees and/or officers of the Trust
who also serve as  Directors  and/or  officers  of the  Manager,  the  following
individuals are Directors  and/or  executive  officers of the Manager:  Harry W.
Miller,  Senior Vice President,  Investments (Equity);  Carl W. Shirley,  Senior
Vice President,  Insurance Company Portfolios; and John J. Dallahan, Senior Vice
President,  Investment  Services.  There are no family  relationships  among the
Trustees, officers and managerial level employees of the Trust or its Manager.

                                       17

<PAGE>

      The following table sets forth information  describing the compensation of
the current  Trustees of the Trust for their services as Trustees for the fiscal
year ended May 31, 1997.
   
 Name                        Aggregate              Total Compensation
  of                       Compensation               from the USAA
Trustee                    from the Trust          Family of Funds (b)
- --------                  ---------------          -------------------
George E. Brown*              $ 5,484                     $19,600
Robert G. Davis                  None (a)                    None (a)
Barbara B. Dreeben            $10,275                     $36,600
Howard L. Freeman, Jr.        $10,275                     $36,600
Robert L. Mason               $ 4,791                     $17,000
Michael J.C. Roth                None (a)                    None (a)
John W. Saunders, Jr.            None (a)                    None (a)
Richard A. Zucker             $10,275                     $36,600
- ----------------
*     Effective December 31, 1996, George E. Brown retired as a Trustee from the
      Board of Trustees.
    
(a)   Robert  G.  Davis,  Michael  J.C.  Roth,  and John W.  Saunders,  Jr.  are
      affiliated with the Trust's investment  adviser,  IMCO, and,  accordingly,
      receive  no  remuneration  from the  Trust or any  other  Fund of the USAA
      Family of Funds.

(b)   At May 31, 1997,  the USAA Family of Funds  consisted  of four  registered
      investment  companies offering 33 individual funds. Each Trustee presently
      serves as a Trustee or  Director  of each  investment  company in the USAA
      Family of Funds.  In addition,  Michael J.C.  Roth  presently  serves as a
      Trustee of USAA Life  Investment  Trust, a registered  investment  company
      advised by IMCO, consisting of seven funds offered to investors in a fixed
      and variable annuity contract with USAA Life Insurance  Company.  Mr. Roth
      receives no compensation as Trustee of USAA Life Investment Trust.
   
      All of the above Trustees are also  Trustees/Directors  of the other funds
for which IMCO serves as investment adviser. No compensation is paid by any fund
to any Trustee/Director  who is a director,  officer, or employee of IMCO or its
affiliates.  No  pension  or  retirement  benefits  are  accrued as part of fund
expenses. The Trust also reimburses certain expenses of the Trustees who are not
affiliated with the investment  adviser. As of August 31, 1997, the officers and
Trustees of the Trust and their  families as a group  owned  beneficially  or of
record less than 1% of the outstanding shares of the Trust.

      As of August  31,  1997,  USAA and its  affiliates  owned  502,387  shares
(32.2%) of the Income  Strategy  Fund,  143,603  shares  (4.8%) of the  Balanced
Strategy Fund, 12,337,246 shares (64.1%) of the Emerging Markets Fund, 5,480,218
shares (18.1%) of the of the  International  Fund,  399,593 shares (1.2%) of the
GNMA  Trust and no shares  of the  Growth  and Tax  Strategy  Fund,  Cornerstone
Strategy Fund,  Growth Strategy Fund, Gold Fund, World Growth Fund, and Treasury
Money Market Trust.

      The Trust knows of no other  persons who, as of August 31,  1997,  held of
record  or owned  beneficially  5% or more of the  voting  stock  of any  Fund's
shares.
    
                               THE TRUST'S MANAGER

As described in each Fund's  Prospectus,  USAA Investment  Management Company is
the Manager and  investment  adviser,  providing the services under the Advisory
Agreement. The Manager,  organized in May 1970, has served as investment adviser
and underwriter for USAA Investment Trust from its inception.
   
      In addition  to  managing  the  Trust's  assets,  the Manager  advises and
manages the investments  for USAA and its affiliated  companies as well as those
of USAA Mutual Fund,  Inc.,  USAA Tax Exempt  Fund,  Inc.,  USAA State  Tax-Free
Trust, and USAA Life Investment  Trust. As of the date of this SAI, total assets
under  management  by the  Manager  were  approximately  $36  billion,  of which
approximately $21 billion were in mutual fund portfolios.
    

ADVISORY AGREEMENT

Under the  Advisory  Agreement,  the  Manager  provides an  investment  program,
carries out the  investment  policy and manages  the  portfolio  assets for each
Fund. The Manager is authorized, subject to the control of the Board of Trustees
of the  Trust,  to  determine  the  selection,  amount,  and time to buy or sell
securities  for each Fund.  In addition to providing  investment  services,  the
Manager pays for office space,  facilities,  business equipment,  and accounting
services (in addition to those  provided by the  Custodian)  for the Trust.  The
Manager compensates all personnel,  officers,  and Trustees of the Trust if such
persons are also employees of the Manager or its affiliates.  For these services
under the  Advisory  Agreement,  each Fund has  agreed to pay the  Manager a fee
computed as described  under  Management  of the Trust in its  Prospectus  (Fund
Management in the Growth and Tax Strategy Fund Prospectus).  Management fees are
computed and accrued daily and are payable monthly.

                                       18

<PAGE>

      Except for the services and facilities provided by the Manager,  the Funds
pay all other  expenses  incurred in their  operations.  Expenses  for which the
Funds are responsible include taxes (if any), brokerage commissions on portfolio
transactions, expenses of issuance and redemption of shares, charges of transfer
agents,  custodians  and dividend  disbursing  agents,  costs of  preparing  and
distributing proxy material, costs of printing and engraving stock certificates,
auditing and legal  expenses,  certain  expenses of  registering  and qualifying
shares  for sale,  fees of  Trustees  who are not  interested  (not  affiliated)
persons  of  the  Manager,  costs  of  typesetting,  printing  and  mailing  the
Prospectus,  SAI and periodic  reports to existing  shareholders,  and any other
charges  or fees  not  specifically  enumerated.  The  Manager  pays the cost of
printing  and  mailing  copies  of  the  Prospectus,  the  SAI  and  reports  to
prospective shareholders.

      The Advisory Agreement will remain in effect until June 30, 1998, for each
Fund and will continue in effect from year to year  thereafter  for each Fund as
long as it is approved at least  annually  by a vote of the  outstanding  voting
securities of such Fund (as defined by the 1940 Act) or by the Board of Trustees
(on  behalf of such  Fund)  including  a majority  of the  Trustees  who are not
interested  persons of the Manager or (otherwise than as Trustees) of the Trust,
at a meeting  called for the purpose of voting on such  approval.  The  Advisory
Agreement may be terminated at any time by either the Trust or the Manager on 60
days'  written  notice.  It will  automatically  terminate  in the  event of its
assignment (as defined by the 1940 Act).

      From time to time the Manager may,  without prior notice to  shareholders,
waive all or any portion of fees or agree to  reimburse  expenses  incurred by a
Fund.  The  Manager  has  voluntarily  agreed to  continue  to limit the  annual
expenses of the Treasury Money Market Trust to .375% and the Income Strategy and
Balanced  Strategy  Funds to 1.00%  and  1.25%,  respectively,  of its ANA until
October 1, 1998, and will reimburse the Funds for all expenses in excess of such
limitation.  After  October 1, 1998,  any such  waiver or  reimbursement  may be
terminated by the Manager at any time without prior notice to the shareholders.

For the last three fiscal years, management fees were as follows:

     FUND                               1995             1996             1997
                                    ----------     -------------    ------------
  Income Strategy                      -           $    34,662**    $     65,023
  Growth and Tax Strategy             646,528      $   728,915      $    852,055
  Balanced Strategy                    -           $    66,393**    $    190,093
  Cornerstone Strategy              6,268,976      $ 7,072,915      $  8,496,435
  Growth Strategy                      -           $   219,751**    $    990,525
  Emerging Markets                     80,503*     $   308,963      $    600,181
  Gold                              1,224,603      $ 1,170,207      $    996,721
  International                     2,171,329      $ 2,730,374      $  3,805,999
  World Growth                      1,310,951      $ 1,708,489      $  1,994,809
  GNMA Trust                          318,921      $   361,221      $    381,390
  Treasury Money Market Trust          59,980      $    94,427      $    105,420

As a result of the Funds' actual expenses exceeding an expense  limitation,  the
Manager did not receive fees to which it would have been entitled as follows:

     FUND                               1995             1996             1997
                                    ----------       ------------      ---------
  Income Strategy                       -            $   34,662**      $  66,382
  Balanced Strategy                     -            $   66,393**      $  37,577
  Emerging Markets                  $   8,091*            -                  -
  Treasury Money Market Trust       $  54,428        $   21,001        $  15,808
- -------------
   *  For the seven-month period ended May 31, 1995.
  **  For the nine-month period ended May 31, 1996.

UNDERWRITER

The Trust has an  agreement  with the Manager  for  exclusive  underwriting  and
distribution  of the Funds'  shares on a  continuing  best efforts  basis.  This
agreement  provides  that the Manager will receive no fee or other  compensation
for such distribution services.

TRANSFER AGENT

The  Transfer  Agent  performs  transfer  agent  services  for the Trust under a
Transfer Agency Agreement.  Services include  maintenance of shareholder account
records,  handling of  communications  with  shareholders,  distribution of Fund
dividends,  and  production  of reports  with  respect to account  activity  for
shareholders  and  the  Trust.  For  its  services  under  the  Transfer  Agency
Agreement,  each Fund pays the  Transfer  Agent an annual fixed fee ranging from
$23.50 to $26.00 per account. This fee is subject to change at any time.

                                       19

<PAGE>

      The fee to the Transfer Agent includes  processing of all transactions and
correspondence. Fees are billed on a monthly basis at the rate of one-twelfth of
the annual fee. In  addition,  the Funds pay all  out-of-pocket  expenses of the
Transfer Agent and other  expenses which are incurred at the specific  direction
of the Trust.

                               GENERAL INFORMATION

CUSTODIAN

State Street Bank and Trust Company,  P.O. Box 1713,  Boston,  MA 02105,  is the
Trust's  Custodian.  The  Custodian  is  responsible  for,  among other  things,
safeguarding  and  controlling  the Trust's  cash and  securities,  handling the
receipt  and  delivery of  securities,  and  collecting  interest on the Trust's
investments.  In addition,  assets of the Income  Strategy,  Balanced  Strategy,
Cornerstone Strategy,  Growth Strategy,  Emerging Markets, Gold,  International,
and  World  Growth  Funds  may be held by  certain  foreign  banks  and  foreign
securities  depositories as agents of the Custodian in accordance with the rules
and regulations established by the SEC.

COUNSEL

Goodwin,  Procter & Hoar LLP,  Exchange  Place,  Boston,  MA 02109,  will review
certain legal matters for the Trust in connection with the shares offered by the
Prospectus.

INDEPENDENT AUDITORS

KPMG Peat Marwick LLP, 112 East Pecan, Suite 2400, San Antonio, TX 78205, is the
Trust's  independent  auditor.  In this capacity,  the firm is  responsible  for
auditing the annual financial statements of the Funds and reporting thereon.

FINANCIAL STATEMENTS

The financial  statements for each of the Funds of USAA Investment Trust and the
Independent  Auditors'  Reports  thereon for the fiscal year ended May 31, 1997,
are  included  in the  Annual  Reports  to  Shareholders  of that  date  and are
incorporated herein by reference.  The Manager will deliver a copy of the Fund's
Annual Report free of charge with each SAI requested.

                         CALCULATION OF PERFORMANCE DATA

Information  regarding the total return and yield of each Fund is provided under
PERFORMANCE  INFORMATION in its Prospectus.  See VALUATION OF SECURITIES  herein
for a  discussion  of the  manner  in  which  each  Fund's  price  per  share is
calculated.

YIELD - TREASURY MONEY MARKET TRUST

When the Treasury Money Market Trust quotes a "current  annualized" yield, it is
based on a specified  recent  seven-calendar-day  period.  It is computed by (1)
determining  the net change,  exclusive  of capital  changes,  in the value of a
hypothetical  preexisting account having a balance of one share at the beginning
of the period,  (2) dividing the net change in account value by the value of the
account at the beginning of the base period to obtain the base return,  then (3)
multiplying the base period return by 52.14 (365/7).  The resulting yield figure
is carried to the nearest hundredth of one percent.

      The calculation includes (1) the value of additional shares purchased with
dividends on the original  share,  and  dividends  declared on both the original
share  and  any  such  additional  shares,  and  (2)  any  fees  charged  to all
shareholder  accounts,  in  proportion  to the length of the base period and the
Trust's average account size.

      The capital changes  excluded from the  calculation  are realized  capital
gains and losses from the sale of securities  and  unrealized  appreciation  and
depreciation.  The  Trust's  effective  (compounded)  yield will be  computed by
dividing the seven-day annualized yield as defined above by 365, adding 1 to the
quotient, raising the sum to the 365th power, and subtracting 1 from the result.

      Current and effective  yields  fluctuate  daily and will vary with factors
such as  interest  rates  and the  quality,  length of  maturities,  and type of
investments in the portfolio.

              Yield For 7-day Period ended 5/31/97 . . . . . 5.10%
         Effective Yield For 7-day Period ended 5/31/97 . . . . . 5.23%

                                       20

<PAGE>

YIELD - INCOME STRATEGY FUND, GROWTH AND TAX STRATEGY FUND AND GNMA TRUST

These Funds may advertise  performance in terms of 30-day yield  quotation.  The
30-day yield  quotation is computed by dividing  the net  investment  income per
share earned  during the period by the maximum  offering  price per share on the
last day of the period, according to the following formula:

          YIELD = 2 left [ left ({a-b} over cd + 1 right)^6 - 1 right]

Where:    a  =  dividends and interest earned during the period
          b  =  expenses accrued for the period (net of reimbursement)
          c  =  the average daily number of shares outstanding during the period
                that were entitled to receive dividends
          d  =  the maximum offering price per share on the last day of the
                period

The 30-day  yields for the period  ended May 31, 1997,  for the Income  Strategy
Fund,  Growth and Tax Strategy Fund and GNMA Trust were 5.00%,  3.66% and 6.89%,
respectively.

TAX EQUIVALENT YIELD

A  tax-exempt  mutual  fund may  provide  more  "take-home"  income than a fully
taxable  mutual fund after paying taxes.  Calculating a "tax  equivalent  yield"
means converting a tax-exempt yield to a pretax  equivalent so that a meaningful
comparison  can be made between a tax-exempt  municipal fund and a fully taxable
fund. Because the Growth and Tax Strategy Fund invests a significant  percentage
of its assets in tax-exempt securities, it may advertise performance in terms of
a 30-day tax equivalent yield.

      To calculate a tax  equivalent  yield,  an investor  must know his federal
marginal  income  tax rate.  The tax  equivalent  yield for the  Growth  and Tax
Strategy  Fund is then  computed by dividing  that portion of the yield which is
tax-exempt  by the  complement  of the federal  marginal tax rate and adding the
product to that  portion of the yield  which is  taxable.  The  complement,  for
example,   of  a  federal  marginal  tax  rate  of  36.0%  is  64.0%,   that  is
(1.00-0.36=0.64).

                             Tax Equivalent Yield =
      (% Tax Exempt Income x 30-day Yield/ (1-Federal Marginal Tax Rate))
                       + (% Taxable Income x 30-day Yield)

      Based on a federal  marginal tax rate of 36.0%,  the tax equivalent  yield
for the Growth and Tax  Strategy  Fund for the period  ended May 31,  1997,  was
5.06%.

TOTAL RETURN

The Funds may advertise  performance in terms of average annual total return for
1-, 5-, and 10-year  periods,  or for such  lesser  periods as any of such Funds
have been in existence.  Average  annual total return is computed by finding the
average annual compounded rates of return over the periods that would equate the
initial  amount  invested  to the  ending  redeemable  value,  according  to the
following formula:

                                 P(1 + T)n = ERV

     Where:     P  =  a hypothetical initial payment of $1,000
                T  =  average annual total return
                n  =  number of years
              ERV  =  ending redeemable value  of a hypothetical  $1,000 payment
                      made at the beginning of the 1-, 5-, or 10-year periods at
                      the end of the year or period

The calculation assumes any charges are deducted from the initial $1,000 payment
and assumes all dividends and  distributions  by such Fund are reinvested at the
price stated in the Prospectus on the reinvestment  dates during the period, and
includes all recurring fees that are charged to all shareholder accounts.

                                       21

<PAGE>

                                     Average Annual Total Returns
                                       For Periods Ended 5/31/97

                              1              5            10           From
    Fund                    year           years         years       Inception*
   ------                  -----           -----         -----       ----------
Income Strategy            13.59%           -              -           9.47%
Growth and Tax Strategy    14.21%          10.89%          -          10.29%
Balanced Strategy          19.26%           -              -          14.45%
Cornerstone Strategy       16.94%          13.38%         8.88%         -
Growth Strategy             7.73%           -              -          19.82%
Emerging Markets            8.69%           -              -           8.72%
Gold                      (27.25%)          5.70%        (4.95%)         -
International              16.72%          13.94%          -          11.25%
World Growth               16.52%           -              -          14.68%
GNMA Trust                  9.23%           6.87%          -           7.55%

  *  Data from  inception  is shown for Funds  that are less than ten years old.
     Income  Strategy,  Balanced  Strategy,  and Growth Strategy Funds commenced
     operations  on September 1, 1995.  Growth and Tax Strategy  Fund  commenced
     operations on January 11, 1989. Emerging Markets Fund commenced  operations
     on November 7, 1994.  International  Fund commenced  operations on July 11,
     1988. World Growth Fund commenced operations on October 1, 1992. GNMA Trust
     commenced operations on February 1, 1991.

               APPENDIX A - LONG-TERM AND SHORT TERM DEBT RATINGS

1.   LONG-TERM DEBT RATINGS

MOODY'S:

Aaa      Bonds  which are rated Aaa are judged to be of the best  quality.  They
         carry the smallest degree of investment risk and are generally referred
         to as "gilt edged." Interest payments are protected by a large or by an
         exceptionally  stable margin and principal is secure. While the various
         protective  elements  are  likely to  change,  such  changes  as can be
         visualized  are  most  unlikely  to  impair  the  fundamentally  strong
         position of such issues.

Aa       Bonds  which  are  rated Aa are  judged  to be of high  quality  by all
         standards. Together with the Aaa group they comprise what are generally
         known as  high-grade  bonds.  They are rated  lower than the best bonds
         because  margins of protection may not be as large as in Aaa securities
         or  fluctuation of protective  elements may be of greater  amplitude or
         there may be other  elements  present  which make the  long-term  risks
         appear somewhat larger than in Aaa securities.

A        Bonds which are rated A possess many  favorable  investment  attributes
         and are to be considered  as  upper-medium-grade  obligations.  Factors
         giving security to principal and interest are considered adequate,  but
         elements may be present  which suggest a  susceptibility  to impairment
         sometime in the future.

Baa      Bonds which are rated Baa are  considered  as  medium-grade  obligation
         (i.e., they are neither highly protected nor poorly secured).  Interest
         payments and  principal  security  appear  adequate for the present but
         certain protective elements may be  characteristically  unreliable over
         any great  length  of time.  Such  bonds  lack  outstanding  investment
         characteristics and in fact have speculative characteristics as well.

NOTE:  THOSE BONDS IN THE AA, A, AND BAA GROUPS WHICH MOODY'S  BELIEVES  POSSESS
THE STRONGEST  INVESTMENT  ATTRIBUTES ARE DESIGNATED BY THE SYMBOLS AA1, A1, AND
BAA1.

A description of ratings Ba and below assigned to debt obligations by Moody's is
included in Appendix A of the Emerging Markets Fund Prospectus.

S&P:

AAA      Debt rated AAA has the highest rating assigned by S&P.  Capacity to pay
         interest and repay principal is extremely strong.

AA       Debt rated AA has a very  strong  capacity  to pay  interest  and repay
         principal  and  differs  from the  highest  rated  issues only in small
         degree.

                                       22

<PAGE>

A        Debt rated A has a strong  capacity to pay interest and repay principal
         although  it is somewhat  more  susceptible  to the adverse  effects of
         changes in  circumstances  and economic  conditions than debt in higher
         rated categories.

BBB      Debt  rated  BBB is  regarded  as having an  adequate  capacity  to pay
         interest and repay  principal.  Whereas it normally  exhibits  adequate
         protection   parameters,   adverse  economic   conditions  or  changing
         circumstances  are more  likely to lead to a weakened  capacity  to pay
         interest and repay  principal  for debt in this category than in higher
         rated categories.

PLUS  (+) OR  MINUS  (-):  THE  RATINGS  FROM AA TO BBB MAY BE  MODIFIED  BY THE
ADDITION  OF A PLUS OR MINUS  SIGN TO SHOW  RELATIVE  STANDING  WITHIN THE MAJOR
RATING CATEGORIES.

A description  of ratings BB and below  assigned to debt  obligations  by S&P is
included in Appendix A of the Emerging Markets Fund Prospectus.

FITCH:

AAA      Bonds  considered  to be  investment  grade and of the  highest  credit
         quality.  The  obligor  has  an  exceptionally  strong  ability  to pay
         interest  and repay  principal,  which is  unlikely  to be  affected by
         reasonably foreseeable events.

AA       Bonds  considered  to be  investment  grade  and of  very  high  credit
         quality.  The obligor's  ability to pay interest and repay principal is
         very strong,  although not quite as strong as bonds rated AAA.  Because
         bonds  rated  in  the  AAA  and AA  categories  are  not  significantly
         vulnerable to foreseeable future developments, short-term debt of these
         issuers is generally rated F-1+.

A        Bonds considered to be investment grade and of high credit quality. The
         obligor's  ability to pay interest and repay principal is considered to
         be strong,  but may be more  vulnerable to adverse  changes in economic
         conditions and circumstances than bonds with higher ratings.

BBB      Bonds  considered to be  investment  grade and of  satisfactory  credit
         quality.  The obligor's  ability to pay interest and repay principal is
         considered to be adequate.  Adverse changes in economic  conditions and
         circumstances, however, are more likely to have adverse impact on these
         bonds,  and therefore,  impair timely payment.  The likelihood that the
         ratings of these bonds will fall below  investment grade is higher than
         for bonds with higher ratings.

PLUS (+) AND MINUS (-):  PLUS AND MINUS  SIGNS ARE USED WITH A RATING  SYMBOL TO
INDICATE THE RELATIVE POSITION OF A CREDIT WITHIN THE RATING CATEGORY.  PLUS AND
MINUS SIGNS, HOWEVER, ARE NOT USED IN THE AAA CATEGORY.

DUFF & PHELPS:

AAA      Highest credit  quality.  The risk factors are  negligible,  being only
         slightly more than for risk-free U.S. Treasury debt.

AA+      High credit quality. Protection factors are strong.  Risk is modest but
AA       may vary slightly from time to time because of economic conditions.
AA-

A+       Protection factors are average but adequate.  However, risk factors are
A        more variable and greater in periods of economic stress.
A-

BBB+     Below-average protection factors but still  considered  sufficient  for
BBB      prudent investment. Considerable  variability in  risk during  economic
BBB-     cycles.

2.   SHORT-TERM DEBT RATINGS

MOODY'S CORPORATE AND GOVERNMENT:

Prime-1     Issuers rated Prime-1 (or supporting  institutions)  have a superior
            ability for repayment of senior short-term debt obligations. Prime-1
            repayment  ability will often be evidenced by many of the  following
            characteristics:

            o  Leading market positions in well-established industries.
            o  High rates of return on funds employed.
            o  Conservative  capitalization  structure with moderate reliance on
               debt and ample asset protection.
            o  Broad margins in earnings coverage of fixed financial charges and
               high internal cash generation.
            o  Well-established  access to  a range  of  financial  markets  and
               assured sources of alternate liquidity.

                                       23

<PAGE>

Prime-2     Issuers rated  Prime-2 (or  supporting  institutions)  have a strong
            ability for repayment of senior  short-term debt  obligations.  This
            will  normally be  evidenced  by many of the  characteristics  cited
            above but to a lesser degree.  Earnings trends and coverage  ratios,
            while  sound,  will be more  subject  to  variation.  Capitalization
            characteristics,  while still  appropriate,  may be more affected by
            external conditions. Ample alternate liquidity is maintained.

MOODY'S MUNICIPAl:

MIG 1/VMIG 1   This designation denotes best quality.   There is  present strong
               protection by established cash flows, superior liquidity  support
               or demonstrated broadbased access to the market for refinancing.

MIG 2/VMIG 2   This designation denotes high quality.  Margins of protection are
               ample although not so large as in the preceding group.

MIG 3/VMIG 3   This designation denotes favorable quality. All Security elements
               are accounted for but there is lacking the undeniable strength of
               the preceding grades.  Liquidity and cash flow  protection may be
               narrow  and market  access for refinancing  is likely  to be less
               well established.

MIG 4/VMIG 4   This  designation denotes  adequate quality.  Protection commonly
               regarded  as required  of an investment  security is present  and
               although  not distinctly  or predominantly speculative,  there is
               specific risk.

S&P CORPORATE AND GOVERNMENT:

A-1      This highest  category  indicates  that the degree of safety  regarding
         timely payment is strong.  Those issues determined to possess extremely
         strong  safety  characteristics  are  denoted  with  a  plus  (+)  sign
         designation.

A-2      Capacity  for  timely  payment  on  issues  with  this  designation  is
         satisfactory.  However, the relative degree of safety is not as high as
         for issues designated A-1.

S&P MUNICIPAL:

SP-1     Strong  capacity to pay principal and  interest.  Issues  determined to
         possess very strong characteristics are given a plus (+) designation.

SP-2     Satisfactory  capacity  to  pay  principal  and  interest,   with  some
         vulnerability  to adverse  financial and economic changes over the term
         of the notes.

FITCH:

F-1+     Exceptionally  strong credit  quality.  Issues assigned this rating are
         regarded  as having  the  strongest  degree  of  assurance  for  timely
         payment.

F-1      Very strong credit  quality.  Issues  assigned  this rating  reflect an
         assurance of timely  payment only  slightly  less in degree than issues
         rated F-1+.

F-2      Good credit  quality.  Issues  assigned this rating have a satisfactory
         degree of assurance for timely payment, but the margin of safety is not
         as great as for issuers assigned F-1+ and F-1 ratings.

F-3      Fair credit quality.  Issues assigned this rating have  characteristics
         suggesting that the degree of assurance for timely payment is adequate,
         however,  near-term  adverse changes could cause these securities to be
         rated below investment grade.

DUFF & PHELPS:

D-1+     Highest certainty of timely payment.  Short-term  liquidity,  including
         internal  operating  factors  and/or access to  alternative  sources of
         funds, is outstanding, and safety is just below risk-free U.S. Treasury
         short-term obligations.

D-1      Very high certainty of timely payment.  Liquidity factors are excellent
         and supported by good fundamental  protection factors. Risk factors are
         minor.

D-1-     High  certainty  of timely  payment.  Liquidity  factors are strong and
         supported by good fundamental protection factors. Risk factors are very
         small.

D-2      Good  certainty  of  timely  payment.  Liquidity  factors  and  company
         fundamentals  are sound.  Although  ongoing  funding  needs may enlarge
         total financing requirements, access to capital markets is good.
         Risk factors are small.

D-3      Satisfactory  liquidity and other protection  factors qualify issues as
         to  investment  grade.  Risk  factors  are larger  and  subject to more
         variation. Nevertheless, timely payment is expected.

                                       24

<PAGE>

                APPENDIX B - COMPARISON OF PORTFOLIO PERFORMANCE

Occasionally,  we may make  comparisons  in  advertising  and  sales  literature
between  the Funds  contained  in this SAI and other Funds in the USAA Family of
Funds. These comparisons may include such topics as risk and reward,  investment
objectives, investment strategies, and performance.

   
      Fund  performance  may be compared to the  performance  of broad groups of
mutual funds with similar  investment  goals or unmanaged  indexes of comparable
securities. Evaluations of Fund performance made by independent sources may also
be used in  advertisements  concerning  the  Fund,  including  reprints  of,  or
selections  from,  editorials  or  articles  about  the  Fund.  The  Fund or its
performance  may also be compared  to products  and  services  not  constituting
securities subject to registration under the Securities Act of 1933 such as, but
not limited to,  certificates of deposit and money market accounts.  Sources for
performance  information  and  articles  about the Fund may  include but are not
restricted to the following:
    

AAII  JOURNAL,  a monthly  association  magazine  for  members  of the  American
Association of Individual Investors.

ARIZONA REPUBLIC, a newspaper which may cover financial and investment news.

AUSTIN AMERICAN-STATESMAN, a newspaper which may cover financial news.

BARRON'S,  a Dow Jones and  Company,  Inc.  business and  financial  weekly that
periodically reviews mutual fund performance data.

BUSINESS  WEEK,  a  national  business  weekly  that  periodically  reports  the
performance rankings and ratings of a variety of mutual funds.

CHICAGO TRIBUNE, a newspaper which may cover financial news.

CONSUMER  REPORTS,  a  monthly  magazine  which  from  time to time  reports  on
companies in the mutual fund industry.

DALLAS MORNING NEWS, a newspaper which may cover financial news.

DENVER POST, a newspaper which may quote financial news.

FINANCIAL SERVICES WEEK, a weekly newspaper which covers financial news.

FINANCIAL PLANNING,  a monthly magazine that periodically  features companies in
the mutual fund industry.

FINANCIAL WORLD, a monthly  magazine which may  periodically  review mutual fund
companies.

FORBES,  a  national  business   publication  that   periodically   reports  the
performance of companies in the mutual fund industry.

FORTUNE, a national business publication that periodically rates the performance
of a variety of mutual funds.

FUND ACTION, a mutual fund news report.

HOUSTON CHRONICLE, a newspaper which may cover financial news.

HOUSTON POST, a newspaper which may cover financial news.

IBC/DONOGHUE'S  MONEYLETTER,  a biweekly  newsletter which covers financial news
and from time to time rates specific mutual funds.

INCOME AND SAFETY, a monthly newsletter that rates mutual funds.

INVESTECH, a bimonthly investment newsletter.

INVESTMENT  ADVISOR,  a monthly  publication  directed  primarily to the advisor
community; includes ranking of mutual funds using a proprietary methodology.

INVESTMENT  COMPANY  INSTITUTE,   the  national   association  of  the  American
investment company industry.

INVESTOR'S BUSINESS DAILY, a newspaper which covers financial news.

KIPLINGER'S PERSONAL FINANCE MAGAZINE, a monthly investment advisory publication
that periodically features the performance of a variety of securities.

LIPPER ANALYTICAL  SERVICES,  INC.'S FIXED INCOME FUND PERFORMANCE  ANALYSIS,  a
monthly publication of industry-wide mutual fund performance averages by type of
fund.

LIPPER ANALYTICAL  SERVICES,  INC.'S MUTUAL FUND PERFORMANCE  ANALYSIS, a weekly
and quarterly  publication of industry-wide  mutual fund performance averages by
type of fund.

LOS ANGELES TIMES, a newspaper which may cover financial news.

LOUIS RUKEYSER'S WALL STREET, a publication for investors.

MEDICAL  ECONOMICS,  a monthly  magazine  providing  information  to the medical
profession.

                                       25

<PAGE>

MONEY, a monthly  magazine that features the  performance of both specific funds
and the mutual fund industry as a whole.

MORNINGSTAR 5 STAR INVESTOR,  a monthly  newsletter  which covers financial news
and rates  mutual funds  produced by  Morningstar,  Inc. (a data  service  which
tracks open-end mutual funds).

MUTUAL FUND FORECASTER, a monthly newsletter that ranks mutual funds.

MUTUAL FUND INVESTING, a newsletter covering mutual funds.

MUTUAL FUND PERFORMANCE REPORT, a monthly publication of mutual fund performance
and rankings, produced by Morningstar, Inc.

MUTUAL FUNDS MAGAZINE, a monthly publication reporting on mutual fund investing.

MUTUAL FUND SOURCE BOOK, an annual  publication  produced by  Morningstar,  Inc.
which describes and rates mutual funds.

MUTUAL  FUND  VALUES,  a  biweekly  guidebook  to  mutual  funds,   produced  by
Morningstar, Inc.

NEWSWEEK, a national business weekly.

NEW YORK TIMES, a newspaper which may cover financial news.

NO LOAD FUND  INVESTOR,  a  newsletter  covering  companies  in the mutual  fund
industry.

   
ORLANDO SENTINEL, a newspaper which may cover financial news.
    

PERSONAL  INVESTOR,  a monthly  magazine which from time to time features mutual
fund companies and the mutual fund industry.

SAN ANTONIO BUSINESS JOURNAL, a weekly newspaper that periodically covers mutual
fund companies as well as financial news.

SAN ANTONIO EXPRESS-NEWS, a newspaper which may cover financial news.

SAN FRANCISCO CHRONICLE, a newspaper which may cover financial news.

SMART MONEY,  a monthly  magazine  featuring  news and articles on investing and
mutual funds.

USA TODAY, a newspaper which may cover financial news.

U.S. NEWS AND WORLD REPORT, a national business weekly that periodically reports
on mutual fund performance data.

WALL STREET  JOURNAL,  a Dow Jones and  Company,  Inc.  newspaper  which  covers
financial news.

WASHINGTON POST, a newspaper which may cover financial news.

WEISENBERGER  MUTUAL FUNDS INVESTMENT  REPORT, a monthly newsletter that reports
on both specific mutual fund companies and the mutual fund industry as a whole.

WORLD MONITOR, The Christian Science Monitor Monthly.

WORTH,  a magazine  which covers  financial and  investment  subjects  including
mutual funds.

YOUR MONEY, a monthly magazine directed toward the novice investor.

      In addition, the Cornerstone Strategy, Growth Strategy,  Emerging Markets,
Gold,  International,  and  World  Growth  Funds  may be cited  for  performance
information  and articles in  International  Reports,  a  publication  providing
insights on world financial markets and economics.

      The GNMA and Treasury Money Market Trusts may be cited in:

THE BOND BUYER, a daily newspaper which covers bond market news.

IBC/DONOGHUE'S   MONEY  FUND  REPORT,  a  weekly  publication  of  the  Donoghue
Organization,  Inc.,  reporting on the  performance of the nation's money market
funds, summarizing money market fund activity, and including certain averages as
performance  benchmarks,  specifically  "Donoghue's  Taxable 100% U.S.  Treasury
Money Fund Average."

IBC'S MONEY MARKET INSIGHT, a monthly money market industry analysis prepared by
IBC USA, Inc.
   
      In  addition to the sources  above,  performance  of our Funds may also be
tracked by Lipper Analytical Services, Inc. and Morningstar, Inc. A Fund will be
compared to Lipper's or Morningstar's appropriate fund category according to its
objective and portfolio  holdings.  Footnotes in advertisements  and other sales
literature will include the time period applicable for any rankings used.
    

                                       26

<PAGE>

      For comparative  purposes,  unmanaged indexes of comparable  securities or
economic data may be cited. Examples include the following:

 - Bond Buyer Indices,  indices of debt of varying maturities  including revenue
bonds,  general  obligation bonds, and U.S. Treasury bonds which can be found in
THE BOND BUYER.

 -  Consumer  Price  Index, a  measure of  U.S. inflation  in prices on consumer
 goods.

 -  Financial  Times  Gold  Mines  Index,  an index  that includes  gold  mining
companies if they: a) have sustainable, attributable gold production of at least
300,000  ounces a year;  b)  draw at least 75% of revenue from mined gold sales;
and c) have at least 10% of their capital available to the investing public.

 -  Ibbotson Associates, Inc., Stocks, Bonds, Bills, and Inflation Yearbook.

 - IFC Investable Index (IFCI) and IFC Global Index (IFCG),  premier  benchmarks
for  international  investors.  Both index  series  cover 25  discrete  markets,
regional   indexes,   and  a  composite  index,   providing  the  most  accurate
representation of the emerging markets universe available.

 -  Lehman Brothers Inc. GNMA 30 Year Index.

 - Lehman Brothers  Municipal Bond Index, a total return  performance  benchmark
for the long-term investment grade tax-exempt bond market.

 -  London Gold, a traditional index that prices London gold.

 - London Gold PM Fix Price, the evening gold prices as set by London dealers.

 - Morgan Stanley Capital Index (MSCI) - EAFE, an unmanaged index which reflects
the  movements  of  stock  markets  in  Europe,  Australia,  and the Far East by
representing a broad  selection of  domestically  listed  companies  within each
market.

 - Morgan  Stanley  Capital  Index  (MSCI) - World,  an  unmanaged  index  which
reflects the movements of world stock markets by  representing a broad selection
of domestically listed companies within each market.

 - NAREIT Equity Index (National  Association of Real Estate Investment  Trusts,
Inc.),  a broad based  listing of all  tax-qualified  REITs (only common  shares
issued by the REIT) listed on the NYSE, American Stock Exchange and NASDAQ.

 - Philadelphia  Gold/Silver Index (XAU), an index representing nine holdings in
the gold and silver sector.

 - S&P 500 Index, a broadbased  composite  unmanaged  index that  represents the
average performance of a group of 500 widely held, publicly traded stocks.

 - Shearson Lehman Hutton Bond Indices - indices of fixed-rate debt issues rated
investment grade or higher which can be found in the BOND MARKET REPORT.

      Other  sources for total  return and other  performance  data which may be
used  by a  Fund  or by  those  publications  listed  previously  are  Schabaker
Investment Management, and Investment Company Data, Inc. These are services that
collect and compile data on mutual fund companies.

                                       27

<PAGE>

                       APPENDIX C - DOLLAR-COST AVERAGING

Dollar-cost  averaging  is a  systematic  investing  method which can be used by
investors as a disciplined  technique for investing.  A fixed amount of money is
invested in a security  (such as a stock or mutual fund) on a regular basis over
a period of time,  regardless  of whether  securities  markets  are moving up or
down.

      This  practice  reduces  average  share costs to the investor who acquires
more shares in periods of lower securities prices and fewer shares in periods of
higher prices.

      While  dollar-cost  averaging does not assure a profit or protect  against
loss in declining markets,  this investment strategy is an effective way to help
calm the effect of fluctuations in the financial markets.  Systematic  investing
involves  continuous  investment in securities  regardless of fluctuating  price
levels of such securities.  Investors should consider their financial ability to
continue purchases through periods of low and high price levels.

      As the following chart  illustrates,  dollar-cost  averaging tends to keep
the overall cost of shares lower.  This example is for  illustration  only,  and
different trends would result in different average costs.

                         HOW DOLLAR-COST AVERAGING WORKS

                      $100 Invested Regularly for 5 Periods

                                  Market Trend
              ------------------------------------------------------------

                   Down                 Up                   Mixed
              ----------------    ------------------   -------------------
              Share   Shares      Share     Shares     Share       Shares
Investment    Price  Purchased    Price    Purchased   Price     Purchased
              ----------------    ------------------   -------------------
   $100         10      10          6       16.67        10          10
    100          9      11.1        7       14.29         9          11.1
    100          8      12.5        7       14.29         8          12.5
    100          8      12.5        9       11.1          9          11.1
    100          6      16.67      10       10           10          10
   ----         --      -----      --       -----       ---          ----
   $500      ***41      62.77   ***39       66.35     ***46          54.7
           *Avg. Cost:  $7.97   *Avg. Cost: $7.54       *Avg. Cost:  $9.14
                        -----               -----                    -----
          **Avg. Price: $8.20  **Avg. Price:$7.80      **Avg. Price  $9.20
                        -----               -----                    -----

           *  Average Cost is the total amount invested divided by number of 
              shares purchased.
          **  Average Price is the sum of the prices paid divided by number of
              purchases.
         ***  Cumulative total of share prices used to compute average prices.

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