U.S. SECURITIES AND EXCHANGE COMMISSION
Washington , D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issurer: USAA INVESTMENT TRUST
10750 Robert F. McDermott Freeway
San Antonio, Texas 78288
2. Name of each series or class of funds for which this notice is filed:
Income Strategy Fund Gold Fund
Growth and Tax Strategy Fund International Fund
Balanced Strategy Fund World Growth Fund
Cornerstone Strategy Fund GNMA Trust
Growth Strategy Fund Treasury Money Market Trust
Emerging Markets Fund
3. Investment Company Act File Number: 811-4019
Securities Act File Number: 2-91069
4. Last day of the fiscal year for which this notice is filed: May 31, 1997
5. Check this box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration: Not Applicable
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6): Not Applicable
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year: Not Applicable.
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2: 0 $0
9. Number and aggregate sale price of securities sold during the fiscal year:
147,113,329 $1,017,602,081
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
147,113,329 $1,017,602,081
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7): 11,276,106 $ 132,590,976
12. Calculation of registration fees:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $1,017,602,081
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 132,590,976
(iii) Aggregate price of shares redeemed or repurchased during the fiscal year
(if applicable): - 713,184,230
(iv) Aggregate price of shares redeemed or repurchased and previously applied
as a reduction to filing fees pursuant to rule 24e-2 (if applicable):
+ 0
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable): $ 437,008,827
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:$ 132,426.92
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of the issuers fiscal
year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a). [ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: July 24, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* Sherron Kirk, Treasurer
Date July 25, 1997
* Please print the name and title of the signing officer below the signature.
GOODWIN, PROCTER & HOAR LLP
Counsellors At Law
Exchange Place
Boston, Massachusetts 02109-2881
Telephone (617) 570-1000
Telecopier (617) 523-1231
July 17, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for USAA Investment Trust -
1933 Act File No. 2-91069
Gentlemen:
As counsel to USAA Investment Trust (the "Trust"), we have been
requested to render this opinion in connection with the filing by the Trust of
an Annual Notice of Securities Sold Pursuant to Rule 24f-2 on Form 24F-2 (the
"Notice") with respect to its fiscal year ended May 31, 1997.
Reference is made to Item 10 of the Notice wherein the Trust reports
the number of shares (the "Shares") representing interests in 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 series of the Trust sold during the period ended May 31, 1997 in reliance
upon Rule 24f-2 under the Investment Company Act of 1940, as amended.
We have examined the Trust's First Amended and Restated Master Trust
Agreement dated May 9, 1984, as amended through May 31, 1997, the By-Laws of the
Trust, as amended through May 31, 1997, the Notice, certain resolutions adopted
by the Trustees of the Trust, and such other documents as we deemed necessary
for purposes of this opinion.
Based upon the foregoing, and assuming that all of the Shares were
sold, issued and paid for in accordance with the terms of the applicable
Prospectus and Statement of Additional Information contained in the Trust's
Registration Statement on Form N-1A in effect at the time of sale, in our
opinion the Shares were legally issued and are fully paid and non-assessable by
the Trust.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
