USAA INVESTMENT TRUST
497, 1997-12-12
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USAA      USAA                            STATEMENT OF
EAGLE     INVESTMENT                      ADDITIONAL INFORMATION
LOGO      TRUST                           October 1, 1997
   
                                          As Supplemented on December 12, 1997
    

_______________________________________________________________________________

                             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.

_______________________________________________________________________________

                              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

<PAGE>

                            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  
                                       
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<PAGE>

whether the Fund's NAV calculated by using available market quotations deviates
from $1.00 per share and, 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. 
                                       
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<PAGE>

Dividends  will continue to be earned by the  shareholder  until the shares are
redeemed by the presentation of a check.

     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 
                                       
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<PAGE>

value  of a  shareholder's  investment  and  eventually  exhaust  the  account.
Reinvesting  dividends and 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  

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<PAGE>

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  toinvestments 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 

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<PAGE>

not hedge with respect to a particular  currency for an amount greater than the
aggregate  market  value(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.
   
     The Funds will have no  obligation to deal with any  particular  broker or
group  of  brokers  in the  execution  of  portfolio  transactions.  The  Funds
contemplate  that,  consistent with obtaining the best overall terms available,
brokerage  transactions  may be effected  through USAA  Brokerage  Services,  a
discount  brokerage  service of the Manager.  The Trust's Board of Trustees has
adopted procedures in conformity with Rule 17e-1 under the 1940 Act designed to
ensure that all  brokerage  commissions  paid to USAA  Brokerage  Services  are
reasonable  and fair. The Trust's Board of Trustees has authorized the Manager,
as a member of the Chicago Stock Exchange, to effect portfolio transactions for
the Funds on such exchange and to retain  compensation  in connection with such
transactions.  Any such transactions will be effected and related  compensation
paid only in accordance with applicable SEC regulations.
    
     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.
 
                                      11
<PAGE>

     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.

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)
                                       13
<PAGE>

regardless 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.
         
__________________________________________

(1)  Indicates those Directors 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  
- ---------------------     ----------------      --------------------
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 Director from
     the Board of Directors.

(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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