USAA INVESTMENT TRUST
497, 1998-10-05
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                                  USAA INCOME
                                 STRATEGY FUND

                                   PROSPECTUS
                                OCTOBER 1, 1998

As with other mutual funds,  the  Securities  and Exchange  Commission  has not
approved  or  disapproved  of this Fund's  shares or  determined  whether  this
prospectus  is  accurate  or  complete.  Anyone  who  tells  you  otherwise  is
committing a crime.

                               TABLE OF CONTENTS

What is the Fund's Investment Objective and Main Strategy?...... 2
Main Risks of Investing in This Fund............................ 2
Is This Fund for You?........................................... 3
Could the Value of Your Investment in This Fund Fluctuate?...... 3
Fees and Expenses............................................... 5
Fund Investments................................................ 7
Fund Management.................................................12
Using Mutual Funds in an Asset Allocation Program...............14
How to Invest...................................................16
Important Information About Purchases and Redemptions...........19
Exchanges.......................................................20
Shareholder Information.........................................20
Financial Highlights............................................24
Appendix A .....................................................25
Appendix B .....................................................29

<PAGE>

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

WHAT IS THE FUND'S INVESTMENT OBJECTIVE AND MAIN STRATEGY?

The Fund's  investment  objective is to seek high current return,  with reduced
risk over time,  through an asset allocation  strategy which emphasizes  income
and gives  secondary  emphasis to long-term  growth of capital.  Using  pre-set
target  ranges,  we will  invest the Fund's  assets  mostly in bonds,  and to a
lesser extent, stocks and money market instruments.

In view of the risks inherent in all  investments  in  securities,  there is no
assurance that the Fund's  objective will be achieved.  See FUND INVESTMENTS on
page 6 for more information.

MAIN RISKS OF INVESTING IN THIS FUND

The primary  risks of  investing in this Fund are credit  risk,  interest  rate
risk, and market risk.

o   CREDIT RISK  involves the  possibility  that a borrower  cannot make timely
    interest and principal payments on its securities.

o   INTEREST  RATE RISK involves the  possibility  that the value of the Fund's
    investments will decline because of an increase in interest rates.

    IF INTEREST  RATES  INCREASE:  the yield of the Fund may  increase  and the
    market  value of the  Fund's  securities  will  likely  decline,  adversely
    affecting the net asset value and total return.

    IF INTEREST  RATES  DECREASE:  the yield of the Fund may  decrease  and the
    market  value of the Fund's  securities  may  increase,  which would likely
    increase the Fund's net asset value and total return.

o   MARKET RISK involves the possibility that the Fund's  investments in stocks
    will  decline  because of falls in the stock  market, reducing the value of
    individual  company's  stocks,  regardless  of the success or failure of an
    individual company's operations.

Other risks of the Fund described later in the Prospectus  include  rebalancing
risk, the risks of foreign investing, and the risks of investing in real estate
investment  trusts  (REITs).  As with other  mutual  funds,  losing money is an
additional risk associated with investing in this Fund.

                                       2
<PAGE>

As you consider an investment  in this Fund,  you should also take into account
your tolerance for the daily  fluctuations of the financial markets and whether
you can afford to leave your money in the  investment  for long periods of time
to ride out down periods.

An  investment  in this Fund is not a deposit of USAA Federal  Savings Bank, or
any  other  bank  and is not  insured  or  guaranteed  by the  Federal  Deposit
Insurance Corporation or any other government agency.

[CAUTION LIGHT]
Look for this symbol throughout the Prospectus. We use it to mark more detailed
information about the main risks you will face as a Fund shareholder.

IS THIS FUND FOR YOU?

This Fund might be appropriate as part of your investment portfolio if . . .

|X| You are  seeking a fund  that will  diversify  your  holdings  among a wide
    variety of investment categories.
|X| You are looking for current income.
|X| You are willing to accept low to moderate risk.
|X| You are willing to take some exposure to the stock market.
|X| You are seeking an appropriate investment for an IRA, through a 401(k) plan
    or 403(b) plan, or other tax-sheltered account.

This Fund MAY NOT be appropriate as part of your investment portfolio if . . .

|X| You are unable or reluctant to invest for a period of four years or more.
|X| You are unwilling to take greater risk for long-term goals.
|X| You need an investment that provides tax-free income.

COULD THE VALUE OF YOUR INVESTMENT IN THIS FUND FLUCTUATE?

Yes, it could.  In fact,  the value of your  investment in the Fund will likely
increase  or  decrease.  The bar chart shown on the next page  illustrates  the
Fund's volatility and performance from year to year over the life of the Fund.

                                       3
<PAGE>

TOTAL RETURN

All mutual funds must use the same formula to calculate total return.

                                  TOTAL RETURN
                                  MEASURES THE
                                  PRICE CHANGE
                                   IN A SHARE
                                  ASSUMING THE
                                  REINVESTMENT
                                OF ALL DIVIDEND
                                   INCOME AND
                                  CAPITAL GAIN
                                 DISTRIBUTIONS.

[BAR CHART]
    CALENDAR        TOTAL RETURN
      YEAR           PERCENTAGE
     
     1996*               3.00
     1997               15.20

     *FUND BEGAN OPERATIONS ON SEPTEMBER 1, 1995.

     THE FUND'S TOTAL RETURN FOR THE SIX-MONTH  PERIOD ENDED JUNE 30, 1998, WAS
     6.47%.

During the  periods  shown in the bar chart,  the  highest  total  return for a
quarter was 7.05%  (quarter  ending June 30,  1997) and the lowest total return
for a quarter was -4.99% (quarter ending March 31, 1996).

The table below shows how the Fund's  average  annual  returns for the one-year
period  as well as the life of the  Fund  compared  to  those of a  broad-based
securities market index. Remember,  historical performance does not necessarily
indicate what will happen in the future.

  ========================================================================== 
  Average Annual Total Returns                              Since Fund's
  (for the periods ending               Past                Inception on
  December 31, 1997)                   1 Year             September 1, 1995
  ========================================================================== 
  Income Strategy Fund                 15.20%                   12.02%
  -------------------------------------------------------------------------- 
  Lehman Brothers
     Aggregate Bond Index*              9.65%                    7.98%
  ========================================================================== 
  * THE LEHMAN  BROTHERS  AGGREGATE BOND INDEX IS AN UNMANAGED INDEX MADE UP OF
    THE GOVERNMENT/CORPORATE  INDEX, THE MORTGAGE-BACKED  SECURITIES INDEX, AND
    THE ASSET-BACKED SECURITIES INDEX.

                                       4
<PAGE>

YIELD
                                  YIELD IS THE
                                 ANNUALIZED NET
                                 INCOME OF THE
                                 FUND DURING A
                                SPECIFIED PERIOD
                                AS A PERCENTAGE
                                 OF THE FUND'S
                                  SHARE PRICE.

All mutual  funds must use the same formula to  calculate  yield.  The Fund may
advertise  performance in terms of a 30-day yield quotation.  The Fund's 30-day
yield for the period ended December 31, 1997, was 4.45%.

                              [TELEPHONE GRAPHIC]
                                 TOUCHLINE (R)
                                 1-800-531-8777
                                     PRESS
                                       1
                                      THEN
                                       1
                                      THEN
                                     4 8 #

Please  consider  performance  information  in light of the  Fund's  investment
objective and policies and market  conditions during the reported time periods.
Again,  you must  remember that  historical  performance  does not  necessarily
indicate what will happen in the future.  The value of your shares may go up or
down. For the most current price,  yield, and return information for this Fund,
you may call TouchLINE(R) at 1-800-531-8777.  Press 1 for the Mutual Fund Menu,
press 1 again for prices,  yields, and returns.  Then, press 48# when asked for
the Fund Code.

                                   NEWSPAPER
                                     SYMBOL
                                     IncStr

                                     TICKER
                                     SYMBOL
                                     USICX

You can also find the most current price of your shares in the business section
of your newspaper in the mutual fund section under the heading "USAA Group" and
the symbol  "IncStr." If you prefer to obtain this  information from an on-line
computer service, you can do so by using the ticker symbol "USICX."

FEES AND EXPENSES

This summary  shows what it will cost you directly or  indirectly  to invest in
the Fund.

Shareholder Transaction Expenses -- Fees You Pay Directly

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

Annual Fund Operating Expenses -- Fees You Pay Indirectly

Fund  expenses  come out of the Fund's  assets and are  reflected in the Fund's
share price and dividends.  "Other Expenses" include expenses such as custodian
and transfer agent fees. The figures below show actual  expenses before waivers
during  the past  fiscal  year  ended May 31,  1998,  and are  calculated  as a
percentage of average net assets (ANA).

                                  12B-1 FEES -
                                  SOME MUTUAL
                                  FUNDS CHARGE
                                   THESE FEES
                                   TO PAY FOR
                                  ADVERTISING
                                   AND OTHER
                                COSTS OF SELLING
                                  FUND SHARES.

       Management Fees                           .50%
       Distribution (12b-1) Fees                 None
       Other Expenses                            .71%
                                                -----
       Total Annual Fund Operating Expenses*    1.21%
                                                =====

                                       5
<PAGE>
- --------------

   * During the year, we  voluntarily  limited the Total Annual Fund  Operating
     Expenses to 1.00% as follows:

         Total Annual Fund Operating Expenses     1.21%
         Reimbursement from USAA Investment
          Management Company                      (.21%)
                                                  -----
         Actual Fund Operating Expenses
          After Reimbursement                     1.00%
                                                  =====

     We have voluntarily agreed to limit the Fund's annual expenses to 1.00% of
     its ANA and will  reimburse  the Fund for all  expenses  in excess of that
     amount until October 1, 1999.

Example of Effect of the Fund's Operating Expenses

This  example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual  funds.  Although  your actual costs
may be higher or lower,  you  would  pay the  following  expenses  on a $10,000
investment,  assuming (1) 5% annual return,  (2) the Fund's operating  expenses
(before any applicable  reimbursement)  remain the same, and (3) you redeem all
of your shares at the end of the periods shown.

                    1 year.......  $  123
                    3 years.......    384
                    5 years.......    665
                   10 years.......  1,466

                                       6
<PAGE>

FUND INVESTMENTS

Principal Investment Strategies and Risks

   Q    What is the Fund's principal investment strategy?

   A    The Fund's  principal  investment  strategy is to provide a diversified
        investment  program  within one mutual  fund by  allocating  the Fund's
        assets in each of the following investment  categories according to the
        following targeted ranges. Securities are classified by category at the
        time of purchase.

        [PIE CHART]
                                          PERCENTAGE TARGET RANGE OF NET ASSETS
        INVESTMENT CATEGORY
          BONDS                                            75-85%
          STOCKS                                           15-25%
          MONEY MARKET INSTRUMENTS                          0-10%

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

   Q    Why are stocks and bonds mixed in the same Fund?

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

                                       7
<PAGE>

   Q    How are the investment categories and target ranges selected?

   A    The  investment  categories  and the target  ranges  were  selected  to
        provide  investors  with a  diversified  investment  in a single mutual
        fund.  Bonds  provide a high current  return  while stocks  provide the
        potential  for  long-term  capital  growth.  Money  market  instruments
        provide a means for temporary  investment  of cash balances  arising in
        the  normal  course  of  business.  Primary  emphasis  for this Fund is
        income.

        However, as a temporary defensive measure because of market,  economic,
        political, or other conditions,  we may invest up to 100% of the Fund's
        assets in  investment-grade,  short-term  debt  instruments,  which may
        result in the Fund not achieving its  investment  objective  during the
        time it is in this temporary defensive posture.

   Q    What actions are taken to keep the Fund's asset allocations  within the
        target ranges?

   A    If market  action  causes the actual  assets of the Fund in one or more
        investment  categories  to  move  outside  the  ranges,  we  will  make
        adjustments to rebalance the portfolio.  In general,  we will rebalance
        the portfolio at least once during each  quarter.  In  rebalancing  the
        Fund's  portfolio,  we will buy or sell securities to return the actual
        allocation  of the  Fund's  assets to within  its  target  ranges.  For
        example,  the Fund's  portfolio  could begin a quarter  with its assets
        allocated 80% in the Bonds category, 15% in the Stocks category, and 5%
        in the Money Market Instruments  category.  During the quarter,  due to
        market  returns,  the  Fund's  portfolio  could  hold 90% in the  Bonds
        category,  5% in  the  Stocks  category,  and 5% in  the  Money  Market
        Instruments  category.  In this  case,  we would sell bonds and use the
        proceeds to buy stocks to bring  bonds and stocks back to within  their
        target ranges.

[CAUTION LIGHT]
REBALANCING  RISKS. In purchasing and selling  securities in order to rebalance
its portfolio,  the Fund will pay more in brokerage  commissions  than it would
without a rebalancing  policy.  As a result of the need to rebalance,  the Fund
also has less  flexibility  in the timing of purchases  and sales of securities
than it would  otherwise.  While we will attempt to minimize any adverse impact
to the Fund or its  shareholders,  the Fund  may  have a higher  proportion  of
capital  gains and a lower return than a fund that does not have a  rebalancing
policy.

                                       8
<PAGE>
Bonds and Money Market Instruments

   Q    What types of bonds are included in the Fund's portfolio?

   A    Bonds must be investment grade at the time of purchase and may include 
        any of the following:

        o obligations of the U.S. Government, its   
          agencies, and instrumentalities;
        o mortgage-backed securities;
          asset-backed securities;
        o corporate debt securities, such as notes and bonds;
        o debt securities of real estate investment trusts;
        o obligations  of state and local  governments,  and their agencies and
          instrumentalities;
        o Eurodollar obligations;
        o Yankee obligations; and
        o other debt securities.

        Further  description of these securities is found in APPENDIX A on page
        25.

[CAUTION LIGHT]
INTEREST RATE RISK. As a mutual fund investing in bonds, the Fund is subject to
the risk that the  market  value of the bonds  will  decline  because of rising
interest rates. Bond prices are linked to the prevailing market interest rates.
In  general,  when  interest  rates  rise,  the  prices of bonds  fall and when
interest rates fall, bond prices generally rise. The price volatility of a bond
also depends on its maturity. Generally, the longer the maturity of a bond, the
greater its  sensitivity to interest  rates.  To compensate  investors for this
higher risk,  bonds with longer  maturities  generally offer higher yields than
bonds with shorter maturities.

   Q    What are considered investment-grade securities?

   A    Investment-grade  securities include securities issued or guaranteed by
        the U.S. Government,  its agencies, and  instrumentalities,  as well as
        securities  rated within the categories  listed by the following rating
        agencies:

                                       9
<PAGE>

    =================================================================
                             LONG-TERM             SHORT-TERM
    RATING AGENCY          DEBT SECURITIES       DEBT SECURITIES
    =================================================================
    Moody's Investors                            At least Prime-3 or
       Services, Inc.      At least Baa          MIG 4/VMIG 4
    -----------------------------------------------------------------
    Standard & Poor's
       Ratings Group       At least BBB          At least A-3 or SP-2
    -----------------------------------------------------------------
    Fitch IBCA, Inc.       At least BBB          At least F-3
    -----------------------------------------------------------------
    Duff and Phelps        At least BBB          At least D-3
    =================================================================

        or  if  unrated  by  these  agencies,  we  must  determine  that  these
        securities are of equivalent investment quality.

        You will find a complete  description  of the above debt ratings in the
        Fund's Statement of Additional Information.

[CAUTION  LIGHT]
CREDIT RISK.  The bonds in the Fund's  portfolio  are subject to credit  risk.
Credit risk is the possibility that an issuer of a fixed income instrument such
as a bond or repurchase agreement will fail to make timely payments of interest
or  principal.  We attempt to minimize  the Fund's  credit risk by investing in
securities considered investment grade at the time of purchase. When evaluating
potential  investments  for the Fund,  our analysts also assess credit risk and
its  impact  on  the  Fund's  portfolio.  Nevertheless,  even  investment-grade
securities  are subject to some credit risk.  Securities  in the  lowest-rated,
investment-grade category have speculative characteristics. Changes in economic
conditions  or  other  circumstances  are  more  likely  to lead to a  weakened
capability to make principal and interest  payments on these securities than is
the case for higher-rated  securities.  In addition,  the ratings of securities
are estimates by the rating  agencies of the credit quality of the  securities.
The ratings may not take into account every risk related to whether interest or
principal will be repaid on a timely basis.

   Q    What happens if the rating of a security is downgraded below investment
        grade?

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

                                      10
<PAGE>

   Q    How are the decisions to buy and sell bonds made?

   A    We buy bonds that represent value in current market  conditions.  Value
        is a combination of yield, credit quality, structure (maturity, coupon,
        redemption features) and liquidity.  Recognizing value is the result of
        simultaneously  analyzing  the  interaction  of these factors among the
        securities  available  in the  market.  We will sell a  security  if we
        become concerned about its credit risk, we are forced by market factors
        to raise money, or an attractive replacement security is available.

   Q    What  types of money  market  instruments  are  included  in the Fund's
        portfolio?

   A    The money  market  instruments  included in the Fund's  portfolio  will
        consist of  investment-grade,  U.S. dollar  denominated debt securities
        that  have  remaining  maturities  of one year or less.  They may carry
        either  fixed or  variable  interest  rates and may  include any of the
        following:

        o   obligations of the U.S. Government, its   
            agencies, and instrumentalities;
        o   repurchase agreements collateralized by the same;
        o   commercial paper or other short-term corporate obligations;
        o   certificates of deposit;
        o   bankers' acceptances; and
        o   other suitable obligations.

Stocks

   Q    What types of stocks are included in the Fund's portfolio?

   A    We will  invest  this  portion of the  Fund's  portfolio  primarily  in
        domestic common stocks, and we may include some foreign stocks and real
        estate investment trusts (REITs).
                                 
[CAUTION LIGHT]
MARKET RISK. Because this Fund invests in stocks, it is subject to stock market
risk. Stock prices in general may decline over short or even extended  periods,
regardless  of the success or failure of an  individual  company's  operations.
Stock markets tend to run in cycles,  with periods when stock prices  generally
go up, known as "bull" markets and periods when stock prices generally go down,
referred to as "bear" markets. Stocks tend to go up and down more than bonds.

                                      11
<PAGE>

[CAUTION LIGHT] 
FOREIGN  INVESTING.   Investing  in  foreign  securities,   including  American
Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs),  poses unique
risks:  currency  exchange  rate  fluctuations;   foreign  market  illiquidity;
increased price  volatility;  exchange control  regulations;  foreign ownership
limits; different accounting, reporting, and disclosure requirements; political
instability; and difficulties in obtaining legal judgments. In the past, equity
and debt instruments of foreign markets have been more volatile than equity and
debt instruments of U.S. securities markets.

   Q   How are the decisions to buy and sell stocks made?

   A   We  generally  invest in  companies  that are,  or have the  prospect of
       becoming,  dominant in their industry.  We expect the sales and earnings
       of these companies to grow faster than those of their industry peers. We
       consider a number of factors such as:
       
       o   a company's strategic position in its industry,
       o   sales and earnings growth,
       o   cash flow,
       o   book value, and
       o   dividend yield.
        
       We will  sell a security  when we perceive  that our original investment
       thesis no longer holds.

For additional  information  about other  securities in which we may invest the
Fund's assets, see APPENDIX A on page 25.

FUND MANAGEMENT

The Trust has retained us, USAA Investment  Management Company, to serve as the
manager and  distributor  for the Trust. We are an affiliate of United Services
Automobile   Association  (USAA),  a  large,   diversified  financial  services
institution.  As of the  date  of this  Prospectus,  we had  approximately  $37
billion  in  total  assets  under  management.  Our  mailing  address  is  9800
Fredericksburg Road, San Antonio, TX 78288.

We provide management  services to the Fund pursuant to an Advisory  Agreement.
We are responsible for managing the Fund's  portfolio  (including  placement of
brokerage  orders) and its business  affairs,  subject to the  authority of and
supervision  by the Board of Trustees.  For our  services,  the Fund pays us an
annual fee.  The fee is  computed at one-half of one percent  (.50%) of average
net assets.  The fee we received for the fiscal year ended May 31, 1998,  after
reimbursements we made to the Fund, was equal to .29% of average net assets. We
also  provide  services  related to selling  the Fund's  shares and  receive no
compensation for those services.

                                      12
<PAGE>

Although our officers and employees,  as well as those of the Trust, may engage
in personal securities transactions, they are restricted by the procedures in a
Joint Code of Ethics adopted by the Trust and us.

Portfolio Transactions

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

Portfolio Managers

The following individuals are primarily responsible for managing the Fund:

BONDS

[PHOTOGRAPH OF PORTFOLIO MANAGER]
JOHN W. SAUNDERS, JR.
John W. Saunders,  Jr., Senior Vice President of Fixed Income  Investments,  is
the asset  allocation  manager of the Fund and has managed the Bonds investment
category since September 1995. He has 29 years investment management experience
and has worked for us for 28 years. Mr. Saunders earned the Chartered Financial
Analyst  (CFA)  designation  in 1976 and is a  member  of the  Association  for
Investment  Management  and  Research  (AIMR)  and  the San  Antonio  Financial
Analysts Society,  Inc. (SAFAS).  He holds a BS from Portland State University,
Oregon.

STOCKS

[PHOTOGRAPH OF PORTFOLIO MANAGER]
PATRICK O'HARE
Patrick O'Hare, Assistant Vice President of Equity Investments, has managed the
Stocks  investment  category  since October 1998. He has five years  investment
management  experience and has worked for us for five years.  Mr. O'Hare earned
the CFA  designation in 1996 and is a member of AIMR and SAFAS. He holds an MBA
from  the  Wharton  School,  University  of  Pennsylvania  and a BBA  from  the
University of Oklahoma.

MONEY MARKET INSTRUMENTS

[PHOTOGRAPH OF PORTFOLIO MANAGER]
PAMELA K. BLEDSOE
Pamela K. Bledsoe,  Assistant Vice President of Money Market Funds, has managed
the Money Market  Instruments  investment  category since May 1996. She has ten
years investment  management  experience and has worked for us for seven years.
Ms.  Bledsoe  earned  the CFA  designation  in 1992 and is a member of AIMR and
SAFAS. She holds an MBA from Texas Christian University and a BS from Louisiana
Tech University.

                                      13
<PAGE>

USING MUTUAL FUNDS IN AN ASSET ALLOCATION PROGRAM

I. The Idea Behind Asset Allocation

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

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

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

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

II. Using Asset Allocation in an Investment Program

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

                                      14
<PAGE>

III. USAA's Series of Asset Strategy Funds

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

===============================================================================
Fund                   Investment Objective                  Invests In
===============================================================================
Income           Seek high current return, with           bonds and stocks
Strategy         reduced risk over time, through an
Fund             asset allocation strategy which
                 emphasizes income and gives
                 secondary emphasis to long-term
                 growth of capital.

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

Balanced         Seek high total return, with reduced     stocks and bonds
Strategy         risk over time, through an asset
Fund             allocation strategy that seeks a
                 combination of long-term growth of
                 capital and current income.

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

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

                                      15
<PAGE>
HOW TO INVEST

Purchase of Shares

OPENING AN ACCOUNT

You may open an account and make an investment  as described  below by mail, in
person,  bank wire,  electronic  funds  transfer  (EFT),  or phone. A complete,
signed  application is required for each new account.  However,  after you open
your initial account with us, you will not need to fill out another application
unless the registration is different.

TAX ID NUMBER

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

EFFECTIVE DATE

When you make a purchase, your purchase price will be the net asset value (NAV)
per share next  determined  after we receive your  request in proper form.  The
Fund's NAV is determined at the close of the regular trading session (generally
4:00 p.m. Eastern Time) of the New York Stock Exchange (NYSE) each day the NYSE
is open.  If we receive  your  request  and  payment  prior to that time,  your
purchase price will be the NAV per share determined for that day. If we receive
your  request or payment  after the NAV per share is  calculated,  the purchase
will be effective on the next business day. If you plan to purchase Fund shares
with a foreign check, we suggest you convert your foreign check to U.S. dollars
prior to  investment  in the Fund.  This will  avoid a  potential  delay in the
effective date of your purchase of up to four to six weeks. Furthermore, a bank
charge may be assessed in the clearing process, which will be deducted from the
amount of the purchase.

MINIMUM INVESTMENTS

INITIAL PURCHASE

[MONEY  GRAPHIC]
o   $3,000 [$500 Uniform Gifts/Transfers to Minors Act (UGMA/UTMA) accounts and
    $250 for  IRAs]  or no  initial  investment  if you  elect to have  monthly
    electronic  investments  of at least $50 each.  We may  periodically  offer
    programs   that   reduce  the  minimum   amounts  for  monthly   electronic
    investments.  Employees of USAA and its  affiliated  companies  may open an
    account through payroll  deduction for as little as $25 per pay period with
    no initial investment.

ADDITIONAL PURCHASES

o   $50

                                      16
<PAGE>

HOW TO PURCHASE

MAIL

[ENVELOPE GRAPHIC]
o   To open an account, send your application and check to:
       USAA Investment Management Company
       9800 Fredericksburg Road
       San Antonio, TX 78288

o   To add to your account,  send your check and the "Invest by Mail" stub that
    accompanies your Fund's transaction confirmation to the Transfer Agent:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288

IN PERSON

[HANDSHAKE GRAPHIC]
o   To open an account, bring your application and check to:
       USAA Investment Management Company
       USAA Federal Savings Bank
       10750 Robert F. McDermott Freeway
       San Antonio, TX 78288

BANK WIRE

[WIRE GRAPHIC]
o   Instruct  your bank  (which may charge a fee for the  service)  to wire the
    specified amount to the Fund as follows:
       State Street Bank and Trust Company
       Boston, MA 02101
       ABA#011000028
       Attn: USAA Income Strategy Fund
       USAA Account Number: 69384998
       Shareholder(s) Name(s)________________________________________
       Shareholder(s) Mutual Fund Account Number_____________________

ELECTRONIC FUNDS TRANSFER

[CALENDAR GRAPHIC]
o   Additional  purchases  on a  regular  basis  can  be  deducted  from a bank
    account, paycheck,  income-producing  investment, or USAA money market fund
    account.  Sign up for  these  services  when  opening  an  account  or call
    1-800-531-8448 to add these services.

[TELEPHONE GRAPHIC]
PHONE 1-800-531-8448

o   If you have an existing  USAA mutual fund  account and would like to open a
    new account or exchange to another  USAA Fund,  call for  instructions.  To
    open an account by phone,  the new account must have the same  registration
    as your existing account.

                                      17
<PAGE>

Redemption of Shares

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

We will send you your  money  within  seven days  after the  effective  date of
redemption.  Payment for redemption of shares purchased by EFT or check is sent
after the EFT or check has  cleared,  which  could  take up to 15 days from the
purchase date. If you are considering redeeming shares soon after purchase, you
should purchase by bank wire or certified check to avoid delay. Redemptions are
subject  to taxes  based on the  difference  between  the cost of  shares  when
purchased and the price received upon redemption.

In  addition,  the Trust  may  elect to  suspend  the  redemption  of shares or
postpone the date of payment in limited circumstances.

HOW TO REDEEM

WRITTEN, FAX, TELEGRAPH, OR TELEPHONE

[FAX MACHINE GRAPHIC]
o   Send your written instructions to:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288

o   Send a signed fax to 1-800-292-8177, or send a telegram to USAA Shareholder
    Account Services.

o   Call toll free 1-800-531-8448, in San Antonio, 456-7202.

Telephone redemption privileges are automatically established when you complete
your application.  The Fund will employ  reasonable  procedures to confirm that
instructions  communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account,  the following  information is obtained:
(1) USAA number or account number, (2) the name(s) on the account registration,
and (3) social  security  number or tax  identification  number for the account
registration.  Additionally, all telephone communications with you are recorded
and confirmations of account transactions are sent to the address of record. If
you were issued stock  certificates  for your shares,  redemption by telephone,
fax, or telegram is not available.

                                      18
<PAGE>

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

Investor's Guide to USAA Mutual Fund Services

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

Account Balance

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

Trust Rights

The Trust reserves the right to:

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

o   limit or  discontinue  the offering of shares of any portfolio of the Trust
    without notice to the shareholders;

o   require a  signature  guarantee  for  transactions  or  changes  in account
    information in those  instances  where the  appropriateness  of a signature
    authorization  is in  question.  The  Statement of  Additional  Information
    contains information on acceptable guarantors;

o   redeem an account with less than $900, with certain limitations.

                                      19
<PAGE>

EXCHANGES

Exchange Privilege

The exchange privilege is automatic when you complete your application. You may
exchange  shares  among Funds in the USAA Family of Funds,  provided you do not
hold these shares in stock  certificate  form and the shares to be acquired are
offered in your state of residence.  After the exchange order is received,  the
Fund's  transfer agent will  simultaneously  process  exchange  redemptions and
purchases  at  the  share  prices  next  determined.  The  investment  minimums
applicable to share  purchases also apply to exchanges.  For federal income tax
purposes,  an exchange  between Funds is a taxable event;  and as such, you may
realize a capital gain or loss.  Such capital  gains or losses are based on the
difference  between the cost of shares when  purchased  and the price  received
upon exchange.

The Fund has undertaken certain procedures regarding telephone  transactions as
described on page 18.

Exchange Limitations, Excessive Trading

To  minimize  Fund costs and to protect the Funds and their  shareholders  from
unfair expense burdens,  the Funds restrict excessive  exchanges.  The limit on
exchanges  out of any Fund in the USAA Family of Funds for each  account is six
per calendar  year (except  there is no  limitation on exchanges out of the Tax
Exempt Short-Term Fund,  Short-Term Bond Fund, or any of the money market funds
in the USAA Family of Funds).

SHAREHOLDER INFORMATION

Share Price Calculation

                                  NAV PER SHARE
                                     EQUALS
                                  TOTAL ASSETS
                                     MINUS
                                  LIABILITIES
                                   DIVIDED BY
                                  # OF SHARES
                                  OUTSTANDING

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

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.

Securities  trading in various  foreign markets may take place on days when the
NYSE is closed.  Further,  when the NYSE is open,  the  foreign  markets may be
closed.  Therefore, the calculation of the Fund's NAV may not take place at the

                                      20
<PAGE>

same time the prices of certain securities held by the Fund are determined.  In
most cases,  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 the Fund's NAV is  calculated  will not be  reflected  in the
Fund's NAV. If, however,  we determine that a particular event would materially
affect the Fund's NAV, then we, under the general  supervision  of the Board of
Trustees,  will use all  relevant,  available  information  to determine a fair
value for the affected portfolio securities.

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

Debt  securities  purchased  with  maturities  of 60 days or less are stated at
amortized  cost,  which  approximates  market value.  Other debt securities are
valued each  business  day at their  current  market value as  determined  by a
pricing service  approved by the Board of Trustees.  Securities which cannot be
valued by these methods, and all other assets, are valued in good faith at fair
value using methods we have  determined  under the general  supervision  of the
Board of Trustees.

For  additional  information  on how  securities  are valued,  see VALUATION OF
SECURITIES in the Fund's Statement of Additional Information.

Dividends and Distributions

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

We  will   automatically   reinvest  all  income  dividends  and  capital  gain
distributions  unless we receive  different  instructions  from you.  The share
price will be the NAV of the Fund shares computed on the ex-dividend  date. Any
income dividends or capital gain distributions paid by the Fund will reduce the
NAV per share by the amount of the dividend or  distribution.  These  dividends
and distributions are subject to taxes.

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

Federal Taxes

This tax  information  is quite  general and refers to the  federal  income tax
provisions in effect as of the date of this Prospectus.  Note that the Taxpayer
Relief Act of 1997 and the technical provisions adopted by the IRS

                                      21
<PAGE>

Restructuring  and Reform Act of 1998 may  affect the status and  treatment  of
certain  distributions  shareholders  receive  from  the  Fund.  We urge you to
consult  your tax adviser  about the status of  distributions  from the Fund in
your own state and locality.

SHAREHOLDER - Dividends from taxable net investment income and distributions of
net  short-term  capital gains are taxable to you as ordinary  income,  whether
received  in cash or  reinvested  in  additional  shares.  A  portion  of these
dividends  may qualify for the 70%  dividends-received  deduction  available to
corporations.

Regardless  of the length of time you have held Fund shares,  distributions  of
net  long-term  capital  gains are taxable as long-term  capital  gains whether
received in cash or reinvested in additional shares. These distributions may be
taxable at  different  rates  depending on the length of time the Fund held the
applicable investment.

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

o   fails to furnish the Fund with a correct tax identification number,
o   underreports dividend or interest income, or
o   fails to certify that he or she is not subject to withholding.

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

REPORTING - The Fund will report information to you annually concerning the tax
status of dividends and distributions for federal income tax purposes.

                                      22
<PAGE>

Year 2000

Like other organizations around the world, the Fund could be adversely affected
if the computer systems used by the Fund, its service  providers,  or companies
in which the Fund invests do not  properly  process and  calculate  information
that relates to dates beginning on January 1, 2000, and beyond.  This situation
may occur because for many years computer  programmers  used only two digits to
describe  years, such as 98 for 1998. A program  written in this manner may not
work when it encounters the year 00. To confront this situation, USAA companies
have spent much  effort and money; and we expect to have our systems  ready for
the Year 2000 by mid-1999. In addition, we are actively assessing the Year 2000
readiness of our service providers, partners, and companies in whose securities
we invest.  It is not possible for us to say that you will experience no effect
from this situation,  but we can say that we are making a large effort to avoid
any ill effects upon our shareholders.

We do believe you are entitled to know with certainty that we will stand behind
your share balance as of the close of business in 1999. When the market reopens
in 2000,  should any computer problem cause a change in the number of shares in
your account, we will return your account to its proper share balance.

                                      23
<PAGE>

FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand the Fund's
financial  performance since inception.  Certain information reflects financial
results for a single Fund share.  The total returns in the table  represent the
rate that an investor  would have earned (or lost) on an investment in the Fund
(assuming  reinvestment of all dividends and  distributions).  This information
has been audited by KPMG Peat Marwick LLP, whose report,  along with the Fund's
financial  statements,  are included in the Annual  Report,  which is available
upon request.

                                                              NINE-MONTH
                                                             PERIOD ENDED 
                                  YEAR ENDED MAY 31,            MAY 31,
                              -----------------------------------------       
                                  1998            1997          1996*
                              -----------------------------------------

Net asset value at
  beginning of period         $   10.84        $  10.06      $  10.00
Net investment income               .46             .50           .39(b)
Net realized and
  unrealized gain (loss)           1.31             .83          (.06)
Distributions from net
  investment income                (.46)           (.50)         (.22)
Distributions of realized
  capital gains                    (.04)           (.05)         (.05)
                              -----------------------------------------
Net asset value at
  end of period               $   12.11        $  10.84      $  10.06
                              =========================================
Total return (%)**                16.72           13.59          3.23
Net assets at end of
  period (000)                $  39,161        $ 13,878      $ 12,173
Ratio of expenses to
  average net assets (%)           1.00            1.00          1.00(a)
Ratio of expenses
  to average net
  assets excluding
  reimbursements (%)               1.21            1.51          1.78(a)
Ratio of net investment
  income to average net
  assets (%)                       4.35            4.80          4.71(a)
Portfolio turnover (%)             7.15           64.71         78.60
- --------------
  * Fund commenced operations September 1, 1995.
 ** Assumes  reinvestment of all dividend income and capital gain distributions
    during the period.
(a) Annualized.  The  ratio  is not  necessarily  indicative  of 12  months  of
    operations.
(b) Calculated using weighted average shares.

                                      24
<PAGE>

                                   APPENDIX A

THE FOLLOWING ARE  DESCRIPTIONS  OF CERTAIN TYPES OF SECURITIES IN WHICH WE MAY
INVEST THE FUND'S ASSETS:

REPURCHASE AGREEMENTS

We  may  invest  the  Fund's   assets  in  repurchase   agreements   which  are
collateralized  by  obligations  issued or guaranteed as to both  principal and
interest  by the  U.S.  Government,  its  agencies,  and  instrumentalities.  A
repurchase  agreement is a transaction  in which a security is purchased with a
simultaneous  commitment  to sell it back to the seller (a  commercial  bank or
recognized  securities  dealer) at an agreed upon price on an agreed upon date.
This date is usually  not more than seven days from the date of  purchase.  The
resale price  reflects  the  purchase  price plus an agreed upon market rate of
interest,  which is unrelated  to the coupon rate or maturity of the  purchased
security.

WHEN-ISSUED SECURITIES

We may invest the Fund's assets in new issues of debt  securities  offered on a
when-issued basis.

o   Delivery  and  payment  take  place  after  the date of the  commitment  to
    purchase,  normally  within 45 days. Both price and interest rate are fixed
    at the time of commitment.
o   The Fund does not earn interest on the securities until settlement, and the
    market  value  of  the  securities  may  fluctuate   between  purchase  and
    settlement.
o   Such securities can be sold before settlement date.

VARIABLE RATE SECURITIES

We may invest the Fund's assets in securities that bear interest at rates which
are adjusted periodically to market rates.

o   These  interest  rate  adjustments  can both  raise and  lower  the  income
    generated by such  securities.  These  changes will have the same effect on
    the  income  earned  by the  Fund  depending  on  the  proportion  of  such
    securities held.

o   The value of variable rate  securities  is less affected than  fixed-coupon
    securities by changes in prevailing  interest rates because of the periodic
    adjustment  of their  coupons  to a market  rate.  The  shorter  the period
    between  adjustments,  the smaller the impact of interest rate fluctuations
    on the value of these securities.

o   The market value of a variable rate security usually tends toward par (100%
    of face value) at interest rate adjustment time.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

We may invest the Fund's assets in mortgage-backed and asset-backed securities.
Mortgage-backed  securities include,  but are not limited to, securities issued
by the  Government  National  Mortgage  Association  (Ginnie Mae),  the Federal
National Mortgage  Association  (Fannie Mae) and the Federal Home Loan Mortgage
Corporation  (Freddie Mac). These securities  represent  ownership in a pool of
mortgage loans. They differ from  conventional  bonds in that principal is paid
back to the  investor as payments are made on the  underlying  mortgages in the
pool. Accordingly, the Fund receives monthly scheduled payments of

                                      25
<PAGE>

principal and interest along with any unscheduled  principal prepayments on the
underlying  mortgages.   Because  these  scheduled  and  unscheduled  principal
payments  must be  reinvested at  prevailing  interest  rates,  mortgage-backed
securities do not provide an effective  means of locking in long-term  interest
rates for the investor. Like other fixed income securities, when interest rates
rise, the value of a mortgage-backed security generally will decline;  however,
when interest rates are declining, the value of mortgage-backed securities with
prepayment features may not increase as much as other fixed income securities.

Mortgage-backed  securities also include  collateralized  mortgage  obligations
(CMOs).  CMOs are obligations fully  collateralized by a portfolio of mortgages
or  mortgage-related  securities.  CMOs are divided into pieces (tranches) with
varying maturities.  The cash flow from the underlying mortgages is used to pay
off each tranche  separately.  CMOs are designed to provide investors with more
predictable maturities than regular mortgage securities but such maturities can
be  difficult  to  predict  because of the  effect of  prepayments.  Failure to
accurately predict  prepayments can adversely affect the Fund's return on these
investments. CMOs may also be less marketable than other securities.

Asset-backed  securities  represent a  participation  in, or are secured by and
payable  from, a stream of payments  generated by  particular  assets,  such as
credit card,  motor vehicle,  or trade  receivables.  They may be  pass-through
certificates,  which  have  characteristics  very  similar  to  mortgage-backed
securities,  discussed  above.  They may  also be in the  form of  asset-backed
commercial paper, which is issued by a special purpose entity, organized solely
to issue the  commercial  paper and to purchase  interests  in the assets.  The
credit quality of these  securities  depends  primarily upon the quality of the
underlying assets and the level of credit support and enhancement provided.

The weighted  average  life of such  securities  is likely to be  substantially
shorter  than their stated  final  maturity as a result of scheduled  principal
payments and unscheduled principal prepayments.

MUNICIPAL LEASE OBLIGATIONS

We may invest the Fund's assets in a variety of instruments  commonly  referred
to as municipal lease obligations, including:

o   Leases,
o   Installment purchase contracts, and
o   Certificates of participation in such leases and contracts.

MASTER DEMAND NOTES

We may invest the Fund's assets in master demand notes,  which are  obligations
that permit the investment of fluctuating amounts by the Fund, at varying rates
of interest  using direct  arrangements  between the Fund,  as lender,  and the
borrower.  These notes permit daily changes in the amounts  borrowed.  The Fund
has the right to increase  the amount under the note at any time up to the full
amount  provided  by the note  agreement,  or to decrease  the amount,  and the
borrower  may  repay  up to the  full  amount  of  the  note  without  penalty.
Frequently,  such  obligations are secured by letters of credit or other credit
support 

                                      26
<PAGE>

arrangements  provided by banks. Because master demand notes are direct lending
arrangements between the lender and borrower,  these instruments generally will
not be traded,  and there  generally  is no  secondary  market for these notes,
although they are  redeemable  (and  immediately  repayable by the borrower) at
face  value,  plus  accrued  interest,  at any time.  We will invest the Fund's
assets in master demand notes only if the Board of Trustees or its delegate has
determined that they are of credit quality comparable to the debt securities in
which the Fund generally may invest.

EURODOLLAR AND YANKEE OBLIGATIONS

We may invest a portion of the Fund's assets in dollar-denominated  instruments
that have been issued outside the U.S. capital markets by foreign  corporations
and financial  institutions  and by foreign  branches of U.S.  corporations and
financial institutions  (Eurodollar) as well as dollar-denominated  instruments
that have been issued by foreign issuers in the U.S. capital markets  (Yankee).
In addition,  we may invest a portion of the Fund's  assets in  Eurodollar  and
Yankee obligations of investment-grade emerging market countries.

PUT BONDS

We may  invest the  Fund's  assets in  securities  (including  securities  with
variable interest rates) which may be redeemed or sold back (put) to the issuer
of the security or a third party prior to stated maturity (put bonds).

o   Such securities will normally trade as if maturity is the earlier put date,
    even  though  stated  maturity  is  longer.   Under  the  Fund's  portfolio
    allocation  procedure,  maturity  for put bonds is deemed to be the date on
    which the put becomes exercisable.

FORWARD CURRENCY CONTRACTS

The Fund may hold securities  denominated in foreign  currencies.  As a result,
the value of the  securities  will be affected by changes in the exchange  rate
between the dollar and foreign currencies.  In managing currency exposure,  the
Fund may enter into forward currency  contracts.  A forward  currency  contract
involves an agreement  to purchase or sell a specified  currency at a specified
future date or over a  specified  time period at a price set at the time of the
contract.  The Fund may only enter into forward  currency  contracts.  When the
Fund enters into a contract for the purchase or sale of a security  denominated
in a foreign  currency,  it desires to "lock in" the U.S.  dollar  price of the
security.

ILLIQUID SECURITIES

We may  invest  up to 15% of the  Fund's  net  assets in  securities  which are
illiquid.  Illiquid  securities are those securities that cannot be disposed of
in the ordinary course of business,  seven days or less, at  approximately  the
value at which the Fund has valued the securities.

REAL ESTATE INVESTMENT TRUSTS (REITs)

We may invest the Fund's  assets in (REITs)  which may subject the Fund to many
of the  same  risks  associated  with  the  direct  ownership  of real  estate.
Additionally, REITs are dependent upon the capabilities of the REIT manager(s),
have limited diversification, and could be significantly impacted by changes in
tax laws.

                                      27
<PAGE>

AMERICAN DEPOSITARY RECEIPTS (ADRS)

We may invest the Fund's assets in ADRs which are foreign shares held by a U.S.
bank which issues a receipt  evidencing  ownership.  Dividends are paid in U.S.
dollars.

GLOBAL DEPOSITARY RECEIPTS (GDRS)

We may invest the Fund's assets in GDRs which are foreign shares held by a U.S.
or foreign bank which issues a receipt evidencing ownership. Dividends are paid
in U.S. dollars.

                                      28
<PAGE>

                                   APPENDIX B

USAA Family of No-Load Mutual Funds

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

     FUND
  TYPE/NAME                     VOLATILITY
=================================================
CAPITAL APPRECIATION
Aggressive Growth               Very high
Emerging Markets (1)            Very high
First Start Growth              Moderate to high
Gold (1)                        Very high
Growth                          Moderate to high
Growth & Income                 Moderate
International (1)               Moderate to high
S&P 500 Index (2)               Moderate
Science & Technology            Very high
World Growth (1)                Moderate to high
=================================================
ASSET ALLOCATION
Balanced Strategy (1)           Moderate
Cornerstone Strategy (1)        Moderate
Growth and Tax Strategy         Moderate
Growth Strategy (1)             Moderate to high
Income Strategy                 Low to moderate
=================================================
INCOME -- TAXABLE
GNMA                            Low to moderate
Income                          Moderate
Income Stock                    Moderate
Short-Term Bond                 Low
=================================================
INCOME -- TAX EXEMPT
Long-Term (3)                   Moderate
Intermediate-Term (3)           Low to moderate
Short-Term (3)                  Low
State Bond/Income (3, 4)        Moderate
=================================================
MONEY MARKET 
Money Market (5)                Very low
Tax Exempt Money Market (3, 5)  Very low
Treasury Money Market Trust (5) Very low
State Money Market (3, 4, 5)    Very low
=================================================

1  FOREIGN INVESTING IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY 
   FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY.
2  S&P(R) IS A TRADEMARK OF THE MCGRAW-HILL COMPANIES, INC., AND HAS BEEN
   LICENSED FOR USE. THE PRODUCT IS NOT SPONSORED, SOLD OR PROMOTED BY STANDARD
   & POOR'S, AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE 
   ADVISABILITY OF INVESTING IN THE PRODUCT.
3  SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.
4  CALIFORNIA, FLORIDA, NEW YORK, TEXAS, AND VIRGINIA FUNDS ARE OFFERED ONLY 
   TO RESIDENTS OF THOSE STATES.
5  AN INVESTMENT IN A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY 
   THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL BE 
   ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.

                                      29
<PAGE>

                                     NOTES
<PAGE>

                                     NOTES
<PAGE>

If you would like more information about the Fund, you may call  1-800-531-8181
to request a free copy of the Fund's Statement of Additional Information (SAI),
Annual or Semiannual  Report, or to ask other questions about the Fund. The SAI
has been filed with the Securities and Exchange Commission (SEC) and is legally
a part  of the  Prospectus.  In the  Fund's  Annual  Report,  you  will  find a
discussion  of  the  market   conditions   and   investment   strategies   that
significantly affected the Fund's performance during the last fiscal year.

To view these documents,  along with other related documents, you can visit the
SEC's  Internet  web  site  (http://www.sec.gov)  or  the  Commission's  Public
Reference Room in Washington,  D.C.  Information on the operation of the public
reference room can be obtained by calling 1-800-SEC-0330.  Additionally, copies
of this  information  can be obtained,  for a  duplicating  fee, by writing the
Public Reference Section of the Commission, Washington, D.C. 20549-6009.

                INVESTMENT ADVISER, UNDERWRITER AND DISTRIBUTOR
                       USAA Investment Management Company
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                 TRANSFER AGENT
                       USAA Shareholder Account Services
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                   CUSTODIAN
                      State Street Bank and Trust Company
                                 P.O. Box 1713
                          Boston, Massachusetts 02105
                         ------------------------------
                           TELEPHONE ASSISTANCE HOURS
                         Call toll free - Central Time
                     Monday - Friday 8:00 a.m. to 8:00 p.m.
                        Saturdays 8:30 a.m. to 5:00 p.m.
                         ------------------------------
                   FOR ADDITIONAL INFORMATION ON MUTUAL FUNDS
                   1-800-531-8181, (in San Antonio) 456-7211
                For account servicing, exchanges or redemptions
                   1-800-531-8448, (in San Antonio) 456-7202
                         ------------------------------
                       RECORDED MUTUAL FUND PRICE QUOTES
                        24-Hour Service (from any phone)
                   1-800-531-8066, (in San Antonio) 498-8066
                         ------------------------------
                           MUTUAL FUND TOUCHLINE (R)
                          (from Touchtone phones only)
              For account balance, last transaction or fund prices
                   1-800-531-8777, (in San Antonio) 498-8777

                   Investment Company Act File No. 811-4019

<PAGE>
                                USAA GROWTH AND
                               TAX STRATEGY FUND

                                   PROSPECTUS
                                OCTOBER 1, 1998

As with other mutual funds,  the  Securities  and Exchange  Commission  has not
approved  or  disapproved  of this Fund's  shares or  determined  whether  this
prospectus  is  accurate  or  complete.  Anyone  who  tells  you  otherwise  is
committing a crime.

                               TABLE OF CONTENTS

What is the Fund's Investment Objective and Main Strategy?..... 2
Main Risks of Investing in This Fund........................... 2
Is This Fund for You?.......................................... 3
Could the Value of Your Investment in This Fund Fluctuate?..... 3
Fees and Expenses.............................................. 5
Fund Investments............................................... 6
Fund Management................................................13
Using Mutual Funds in an Asset Allocation Program..............15
How to Invest..................................................17
Important Information About Purchases and Redemptions..........20
Exchanges......................................................20
Shareholder Information........................................21
Financial Highlights...........................................24
Appendix A ....................................................25
Appendix B ....................................................27

<PAGE>

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

WHAT IS THE FUND'S INVESTMENT OBJECTIVE AND MAIN STRATEGY?

The Fund's  investment  objective  is to seek a  conservative  balance  for the
investor  between  income,  the majority of which is exempt from federal income
tax, and the potential for long-term  growth of capital to preserve  purchasing
power.  Using pre-set  target  ranges,  we will invest a majority of the Fund's
assets in tax-exempt  bonds and money market  instruments  and the remainder in
blue chip stocks.  We manage the Fund with the goal of minimizing the impact of
federal income taxes to shareholders.

In view of the risks inherent in all  investments  in  securities,  there is no
assurance that the Fund's  objective will be achieved.  See FUND INVESTMENTS on
page 6 for more information.

MAIN RISKS OF INVESTING IN THIS FUND

The primary  risks of  investing in this Fund are  interest  rate risk,  credit
risk, and market risk.

o   INTEREST  RATE RISK involves the  possibility  that the value of the Fund's
    investments will decline because of an increase in interest rates.

    IF INTEREST  RATES  INCREASE:  the yield of the Fund may  increase  and the
    market  value of the  Fund's  securities  will  likely  decline,  adversely
    affecting the net asset value and total return.

    IF INTEREST  RATES  DECREASE:  the yield of the Fund may  decrease  and the
    market  value of the Fund's  securities  may  increase,  which would likely
    increase the Fund's net asset value and total return.

o   CREDIT RISK  involves the  possibility  that a borrower  cannot make timely
    interest and principal payments on its securities.

o   MARKET RISK involves the possibility that the Fund's  investments in stocks
    will decline  because of falls in the stock  market,  reducing the value of
    individual  company's  stocks,  regardless  of the success or failure of an
    individual company's operations.

Other risks of the Fund described later in the Prospectus  include  rebalancing
risks and the risks of changes in tax laws  impacting the Fund's  dividends and
distributions.  As with other mutual funds,  losing money is an additional risk
associated with investing in this Fund.

                                       2
<PAGE>

As you consider an investment  in this Fund,  you should also take into account
your tolerance for the daily  fluctuations of the financial markets and whether
you can afford to leave your money in the  investment  for long periods of time
to ride out down periods.

An  investment  in this Fund is not a deposit of USAA Federal  Savings Bank, or
any other  bank,  and is not  insured  or  guaranteed  by the  Federal  Deposit
Insurance Corporation or any other government agency.

[CAUTION LIGHT]
Look for this symbol throughout the Prospectus. We use it to mark more detailed
information about the main risks you will face as a Fund shareholder.

IS THIS FUND FOR YOU?

This Fund might be appropriate as part of your investment portfolio if . . .

|X| You  are  seeking  a fund  with  both  tax  relief  and  inflation  hedging
    characteristics.
|X| You are willing to accept moderate risk.
|X| You are willing to take some exposure to the stock market.

This Fund MAY NOT be appropriate as part of your investment portfolio if . . .

|X| You need an investment that provides only tax free income.
|X| You are unable or reluctant to invest for a period of four years or more.
|X| You are seeking an appropriate investment for an IRA, through a 401(k) plan
    or 403(b) plan, or other tax-sheltered account.

COULD THE VALUE OF YOUR INVESTMENT IN THIS FUND FLUCTUATE?

Yes, it could.  In fact,  the value of your  investment in the Fund will likely
increase  or  decrease.  The bar chart shown on the next page  illustrates  the
Fund's volatility and performance from year to year over the life of the Fund.

                                       3
<PAGE>

TOTAL RETURN

All mutual funds must use the same formula to calculate total return.

                                  TOTAL RETURN
                                  MEASURES THE
                                  PRICE CHANGE
                                   IN A SHARE
                                  ASSUMING THE
                                  REINVESTMENT
                                OF ALL DIVIDEND
                                   INCOME AND
                                  CAPITAL GAIN
                                 DISTRIBUTIONS.

[BAR CHART]
    CALENDAR        TOTAL RETURN
      YEAR           PERCENTAGE
     1990*              1.36
     1991              14.68
     1992               4.93
     1993              13.72
     1994              -2.62
     1995              22.70
     1996              11.12
     1997              16.16

     *FUND BEGAN OPERATIONS ON JANUARY 11, 1989.

     THE FUND'S TOTAL RETURN FOR THE SIX-MONTH  PERIOD ENDED JUNE 30, 1998, WAS
     6.90%.

During the  periods  shown in the bar chart,  the  highest  total  return for a
quarter was 8.42%  (quarter  ending June 30,  1997) and the lowest total return
for a quarter was -3.47% (quarter ending March 31, 1994).

The table below shows how the Fund's  average  annual  returns for the one- and
five-year  periods  as well as the  life of the  Fund  compared  to  those of a
broad-based securities market index. Remember,  historical performance does not
necessarily indicate what will happen in the future.

 ==============================================================================
 Average Annual Total Returns                                    Since Fund's
 (for the periods ending                 Past        Past        Inception on
 December 31, 1997)                     1 Year      5 Years    January 11, 1989
 ==============================================================================
 Growth and Tax Strategy Fund           16.16%      11.89%          10.64%
 ------------------------------------------------------------------------------
 Lehman Brothers Municipal Bond Index*   9.19%       7.36%           8.36%
 ==============================================================================
   * THE  LEHMAN  BROTHERS  MUNICIPAL BOND  INDEX IS AN UNMANAGED  BENCHMARK OF
     TOTAL RETURN PERFORMANCE FOR THE LONG-TERM,  INVESTMENT-GRADE,  TAX-EXEMPT
     BOND MARKET.

                                       4
<PAGE>

YIELD

                                  YIELD IS THE
                                 ANNUALIZED NET
                                 INCOME OF THE
                                 FUND DURING A
                                SPECIFIED PERIOD
                                AS A PERCENTAGE
                                 OF THE FUND'S
                                  SHARE PRICE.

All mutual  funds must use the same formula to  calculate  yield.  The Fund may
advertise  performance in terms of a 30-day yield quotation.  The Fund's 30-day
yield for the period ended December 31, 1997, was 3.21%.

                              [TELEPHONE GRAPHIC]
                                 TOUCHLINE (R)
                                1-800-531-8777
                                     PRESS
                                       1
                                     THEN
                                       1
                                      THEN
                                     5 3 #

Please  consider  performance  information  in light of the  Fund's  investment
objective and policies and market  conditions during the reported time periods.
Again,  you must  remember that  historical  performance  does not  necessarily
indicate what will happen in the future.  The value of your shares may go up or
down. For the most current price,  yield, and return information for this Fund,
you may call TouchLINE(R) at 1-800-531-8777.  Press 1 for the Mutual Fund Menu,
press 1 again for prices,  yields, and returns.  Then, press 53# when asked for
the Fund Code.

                                   NEWSPAPER
                                     SYMBOL
                                    Gr&TxStr

                                     TICKER
                                     SYMBOL
                                     USBLX

You can also find the most current price of your shares in the business section
of your newspaper in the mutual fund section under the heading "USAA Group" and
the symbol "Gr&TxStr." If you prefer to obtain this information from an on-line
computer service, you can do so by using the ticker symbol "USBLX."

FEES AND EXPENSES

This summary  shows what it will cost you directly or  indirectly  to invest in
the Fund.

Shareholder Transaction Expenses -- Fees You Pay Directly

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

Annual Fund Operating Expenses -- Fees You Pay Indirectly

Fund  expenses  come out of the Fund's  assets and are  reflected in the Fund's
share price and dividends.  "Other Expenses" include expenses such as custodian
and transfer agent fees. The figures below show actual expenses during the past
fiscal year ended May 31, 1998,  and are  calculated as a percentage of average
net assets.

                                  12B-1 FEES -
                                  SOME MUTUAL
                                  FUNDS CHARGE
                                   THESE FEES
                                   TO PAY FOR
                                  ADVERTISING
                                   AND OTHER
                                COSTS OF SELLING
                                  FUND SHARES.

       Management Fees                            .50%
       Distribution (12b-1) Fees                  None
       Other Expenses                             .21%
                                                  ----
       Total Annual Fund Operating Expenses       .71%
                                                  ====

                                       5
<PAGE>

Example of Effect of the Fund's Operating Expenses

This  example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual  funds.  Although  your actual costs
may be higher or lower,  you  would  pay the  following  expenses  on a $10,000
investment,  assuming (1) 5% annual return,  (2) the Fund's operating  expenses
remain  the  same,  and (3) you  redeem  all of your  shares  at the end of the
periods shown.

                      1 year......... $ 73
                      3 years........  227
                      5 years........  395
                     10 years........  883

FUND INVESTMENTS

Principal Investment Strategies and Risks

   Q    What is the Fund's principal investment strategy?

   A    The Fund's  principal  investment  strategy is to provide a diversified
        investment  program  within one mutual  fund by  allocating  the Fund's
        assets in each of the following investment  categories according to the
        following targeted ranges. Securities are classified by category at the
        time of purchase.

        [PIE CHART]
                                          PERCENTAGE TARGET RANGE OF NET ASSETS
        INVESTMENT CATEGORY
          TAX-EXEMPT BONDS                                 41-59%
          BLUE CHIP STOCKS                                 41-49%
          TAX-EXEMPT MONEY 
          MARKET INSTRUMENTS                                0-10%
          (MATURITIES OF ONE
          YEAR OR LESS)

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

                                       6
<PAGE>

   Q    Why are stocks and bonds mixed in the same Fund?

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

   Q    How are the investment categories and target ranges selected?

   A    The  investment  categories  and the target  ranges  were  selected  to
        provide  investors  with a  diversified  investment  in a single mutual
        fund.  Tax-exempt  bonds provide income exempt from federal income tax.
        Blue chip stocks  provide the potential for long-term  capital  growth.
        Tax-exempt  money  market  instruments  provide a means  for  temporary
        investment of cash balances arising in the normal course of business.

        During normal market conditions,  the Fund's assets will be invested so
        that at least 50% of the  Fund's  annual  income  will be  exempt  from
        federal  personal  income  tax and  excluded  from the  calculation  of
        federal alternative minimum taxes for individual taxpayers. This policy
        may only be changed by a shareholder vote.

        As  a  temporary   defensive  measure  because  of  market,   economic,
        political, or other conditions,  we may invest up to 100% of the Fund's
        assets in  investment-grade,  short-term  taxable  or  tax-exempt  debt
        instruments,  which may result in the Fund not achieving its investment
        objective during the time it is in this temporary defensive posture.

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

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

        o investing  in a portfolio  of blue chip  stocks with a low  dividend
          yield;

                                      7
<PAGE>
        o selecting blue chip stocks that we expect to hold for relatively long
          periods to  minimize  the cost of trading  and the receipt of capital
          gains;
       
        o when  selling  securities,  considering  the sale of  those  with the
          highest tax cost basis to minimize the receipt of capital gains; and
       
        o offsetting  capital  gains with  capital  losses,  if  available  and
          appropriate.

        Although the Fund seeks to minimize  taxable income and the realization
        of capital gains, the Fund may nevertheless  receive taxable income and
        capital  gains  from time to time.  Additionally,  you may owe taxes on
        realized capital gains, if any, when you redeem your Fund shares.

[CAUTION LIGHT]
CHANGES  IN LAWS.  Actual  or  anticipated  changes  in  federal  tax laws that
restrict or eliminate the  tax-exempt  status of securities of the type held by
the Fund could result in increased price volatility of these securities.  These
changes in laws  could also  reduce the  tax-exempt  securities  available  for
investment  by the Fund.  Changes in laws  affecting  the  taxing and  spending
authority of a municipality that issued a tax-exempt  security held by the Fund
could affect the ability of the  municipality to make payments of principal and
interest on the security.

   Q    What actions are taken to keep the Fund's asset allocations  within the
        target ranges?

   A    If market  action  causes the actual  assets of the Fund in one or more
        investment  categories  to  move  outside  the  ranges,  we  will  make
        adjustments to rebalance the portfolio.  In general,  we will rebalance
        the portfolio at least once during each  quarter.  In  rebalancing  the
        Fund's  portfolio,  we will buy or sell securities to return the actual
        allocation  of the  Fund's  assets to within  its  target  ranges.  For
        example,  the Fund's  portfolio  could begin a quarter  with its assets
        allocated 50% in the Tax-Exempt  Bonds  category,  45% in the Blue Chip
        Stocks  category,  and 5% in the  Tax-Exempt  Money Market  Instruments
        category. During the quarter, a strong stock market coupled with a weak
        bond market could leave the portfolio with 40% in the Tax-Exempt  Bonds
        category,  55%  in  the  Blue  Chip  Stocks  category,  and  5% in  the
        Tax-Exempt Money Market  Instruments  category.  In this case, we would
        sell blue chip stocks and use the proceeds to buy tax-exempt securities
        to bring the blue chip stocks and tax-exempt bonds back to within their
        target ranges.

                                       8
<PAGE>

[CAUTION LIGHT]
REBALANCING  RISKS. In purchasing and selling  securities in order to rebalance
its portfolio,  the Fund will pay more in brokerage  commissions  than it would
without a rebalancing  policy.  As a result of the need to rebalance,  the Fund
also has less  flexibility  in the timing of purchases  and sales of securities
than  it  would  otherwise.  Although  we  intend  to  manage  the  Fund  in  a
tax-advantaged  manner,  the Fund may have a higher proportion of capital gains
and a lower return than a fund that does not have a rebalancing policy.

Tax-Exempt Bonds and Tax-Exempt Money Market Instruments

   Q    What are tax-exempt securities?

   A    Tax-exempt securities include municipal debt obligations that have been
        issued by states and their political subdivisions, and duly constituted
        state and local  authorities  and  corporations  as well as  securities
        issued by certain U.S. territories or possessions, such as Puerto Rico,
        the  Virgin  Islands,   and  Guam.  They  are  issued  to  fund  public
        infrastructure  projects such as streets and highways,  schools,  water
        and sewer systems,  hospitals, and airports.  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.

        Because the projects benefit the public, Congress has granted exemption
        from federal  income taxes for the interest  income  arising from these
        securities.

   Q    What  types  of  tax-exempt  securities  are  included  in  the  Fund's
        portfolio?

   A    The Fund's portfolio may be invested in any of the following tax-exempt
        securities.

        o general  obligation bonds which are secured by the issuer's pledge of
          its faith,  credit, and taxing power for the payment of principal and
          interest;

        o revenue  bonds which are  payable  from the  revenue  derived  from a
          particular  facility or class of facilities  or, in some cases,  from
          proceeds of a special  excise tax or other specific  revenue  source,
          but not from the general taxing power; or

        o industrial  development  bonds  which  are  issued by or on behalf of
          public authorities to obtain funds for privately-operated facilities.

                                      9
<PAGE>

   Q    What is the average  maturity of the securities in the Tax-Exempt Bonds
        category and how is it calculated?

   A    The Tax-Exempt Bonds category includes tax-exempt securities which will
        have a  remaining  maturity  at the time of  purchase  of more than one
        year.  Although the average maturity of the securities in this category
        is not  restricted,  we expect it to exceed ten years. In determining a
        security's  maturity for  purposes of  calculating  the Fund's  average
        maturity,  we may use  estimates of the expected time for its principal
        to be paid.  This can be  substantially  shorter  than its stated final
        maturity.  For a discussion  on the method of  calculating  the average
        weighted maturity of the Fund's portfolio,  see INVESTMENT  POLICIES in
        the Statement of Additional Information.

[CAUTION LIGHT]
INTEREST RATE RISK. As a mutual fund investing in bonds, the Fund is subject to
the risk that the  market  value of the bonds  will  decline  because of rising
interest rates. Bond prices are linked to the prevailing market interest rates.
In  general,  when  interest  rates  rise,  the  prices of bonds  fall and when
interest rates fall, bond prices generally rise. The price volatility of a bond
also depends on its maturity. Generally, the longer the maturity of a bond, the
greater its  sensitivity to interest  rates.  To compensate  investors for this
higher risk,  bonds with longer  maturities  generally offer higher yields than
bonds with shorter maturities.

   Q    What types of tax-exempt  money market  instruments are included in the
        Fund's portfolio?

   A    The tax-exempt money market instruments in the portfolio are tax-exempt
        debt  securities  like  the  type  included  in  the  Tax-Exempt  Bonds
        category. They have remaining stated maturities at the time of purchase
        of one year or less, or are subject to puts or similar demand  features
        resulting in an effective maturity of one year or less.

   Q    What are the credit ratings of these securities?

   A    First, we will only purchase tax-exempt  securities that are considered
        investment grade. For a security to be considered  investment grade, it
        must be:

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

                                       10
<PAGE>

        o or, if not rated by those rating agencies, we must determine it to be
          of equivalent investment quality.

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

        o Moody's Investors Service, Inc. (Moody's),
        o Standard & Poor's Ratings Group (S&P), or
        o Fitch Investors Service, Inc. (Fitch);
          or in the highest short-term rating category by:
        o Moody's,  S&P, or Fitch;  or if unrated by those three  agencies,  we
          must  determine that these  securities  are of equivalent  investment
          quality.

[CAUTION  LIGHT]
CREDIT RISK.  The bonds in the Fund's  portfolio  are subject to credit  risk.
Credit risk is the possibility that an issuer of a fixed income instrument such
as a bond or repurchase agreement will fail to make timely payments of interest
or  principal.  We attempt to minimize  the Fund's  credit risk by investing in
securities considered investment grade at the time of purchase. When evaluating
potential  investments  for the Fund,  our analysts also assess credit risk and
its  impact  on  the  Fund's  portfolio.  Nevertheless,  even  investment-grade
securities  are subject to some credit risk.  Securities  in the  lowest-rated,
investment-grade category have speculative characteristics. Changes in economic
conditions  or  other  circumstances  are  more  likely  to lead to a  weakened
capability to make principal and interest  payments on these securities than is
the case for higher-rated  securities.  In addition,  the ratings of securities
are estimates by the rating  agencies of the credit quality of the  securities.
The ratings may not take into account every risk related to whether interest or
principal will be repaid on a timely basis.

   Q    What  happens  if the  rating  of a  security  is  downgraded  to below
        investment grade?

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

                                      11
<PAGE>

   Q   How are the decisions to buy and sell tax-exempt securities made?

   A   We will buy  securities  that offer an attractive  balance of tax-exempt
       income against credit risk and price volatility. We will sell a security
       if we become  concerned  about its credit risk,  we are forced by market
       factors  to  raise  money,  or an  attractive  replacement  security  is
       available.

Blue Chip Stocks

   Q   What types of stocks are included in the Fund's portfolio?

   A   We will invest in common  stocks of blue chip  companies  for  long-term
       growth. A blue chip company is one that has a market capitalization of:

        o at least $500 million and is included in the list of  companies  that
          make up the Standard & Poor's 500 Composite  Stock Price Index or the
          Dow Jones Industrial Average; or
        o at least $1 billion.

        We may invest up to 5% of the Fund's  total  assets in blue chip stocks
        of foreign issuers or in American  Depositary  Receipts (ADRs),  Global
        Depositary  Receipts (GDRs), or similar forms of ownership  interest in
        securities  of  foreign  issuers  that are  traded  on U.S.  securities
        exchanges or in U.S. over-the-counter markets.
                                
[CAUTION LIGHT]
MARKET RISK. Because this Fund invests in stocks, it is subject to stock market
risk. Stock prices in general may decline over short or even extended  periods,
regardless  of the success or failure of an  individual  company's  operations.
Stock markets tend to run in cycles,  with periods when stock prices  generally
go up, known as "bull"  markets,  and periods  when stock  prices  generally go
down,  referred to as "bear"  markets.  Stocks tend to go up and down more than
bonds.

   Q   How are the decisions to buy and sell stocks made?

   A   We  generally  invest in  companies  that are,  or have the  prospect of
       becoming, dominant in their industry. We expect the sales and 

                                      12
<PAGE>

       earnings of these companies to grow faster than those of their  industry
       peers. We consider a number of factors such as: 

       o a company's strategic position in its industry,  
       o sales and earnings growth,  
       o cash flow, 
       o book value, and 
       o dividend yield.  

       We will sell a security  when we perceive  that our original  investment
       thesis no longer holds.

For additional  information  about other  securities in which we may invest the
Fund's assets, see APPENDIX A on page 25.

FUND MANAGEMENT

The Trust has retained us, USAA Investment  Management Company, to serve as the
manager and  distributor  for the Trust. We are an affiliate of United Services
Automobile   Association  (USAA),  a  large,   diversified  financial  services
institution.  As of the  date  of this  Prospectus,  we had  approximately  $37
billion  in  total  assets  under  management.  Our  mailing  address  is  9800
Fredericksburg Road, San Antonio, TX 78288.

We provide management  services to the Fund pursuant to an Advisory  Agreement.
We are responsible for managing the Fund's  portfolio  (including  placement of
brokerage  orders) and its business  affairs,  subject to the  authority of and
supervision  by the Board of Trustees.  For our  services,  the Fund pays us an
annual fee. This fee was computed and paid at one-half of one percent (.50%) of
average  net assets for the fiscal  year ended May 31,  1998.  We also  provide
services  related to selling the Fund's shares and receive no compensation  for
those services.

Although our officers and employees,  as well as those of the Trust, may engage
in personal securities transactions, they are restricted by the procedures in a
Joint Code of Ethics adopted by the Trust and us.

Portfolio Transactions

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

                                      13
<PAGE>

Portfolio Managers

The following individuals are primarily responsible for managing the Fund:

ASSET ALLOCATION MANAGER

[PHOTOGRAPH OF PORTFOLIO MANAGER]
JOHN W. SAUNDERS, JR.
John W. Saunders,  Jr., Senior Vice President of Fixed Income Investments,  has
been asset allocation  manager of the Fund since its inception in January 1989.
He has 29 years investment  management  experience and has worked for us for 28
years. Mr. Saunders earned the Chartered Financial Analyst (CFA) designation in
1976 and is a member of the Association for Investment  Management and Research
(AIMR) and the San Antonio Financial Analysts Society, Inc. (SAFAS). He holds a
BS from Portland State University, Oregon.

BLUE CHIP STOCKS

[PHOTOGRAPH OF PORTFOLIO MANAGER]
PATRICK O'HARE
Patrick O'Hare, Assistant Vice President of Equity Investments, has managed the
Fund's Blue Chip Stocks  investment  category  since August  1998.  He has five
years  investment  management  experience and has worked for us for five years.
Mr.  O'Hare  earned  the CFA  designation  in 1996 and is a member  of AIMR and
SAFAS. He holds an MBA from the Wharton School,  University of Pennsylvania and
a BBA from the University of Oklahoma.

TAX-EXEMPT BONDS AND TAX-EXEMPT MONEY MARKET INSTRUMENTS

[PHOTOGRAPH OF PORTFOLIO MANAGER]
KENNETH E. WILLMANN
Kenneth E.  Willmann,  Vice President of Fixed Income  Investments,  has been a
co-manager of the Fund since January 1989 and currently  manages the Tax-Exempt
Bonds and Tax-Exempt Money Market Instruments investment categories.  He has 24
years investment  management experience and has worked for us for 21 years. Mr.
Willmann earned the CFA designation in 1978 and is a member of AIMR, SAFAS, and
the National  Federation of Municipal Analysts (NFMA). He holds an MBA and a BA
from the University of Texas.

                                      14
<PAGE>

USING MUTUAL FUNDS IN AN ASSET ALLOCATION PROGRAM

I. The Idea Behind Asset Allocation

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

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

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

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

II. Using Asset Allocation in an Investment Program

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

                                      15
<PAGE>

III. USAA's Series of Asset Strategy Funds

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

===============================================================================
Fund                   Investment Objective                  Invests In
===============================================================================
Income           Seek high current return, with           bonds and stocks
Strategy         reduced risk over time, through an
Fund             asset allocation strategy which
                 emphasizes income and gives
                 secondary emphasis to long-term
                 growth of capital.

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

Balanced         Seek high total return, with reduced     stocks and bonds
Strategy         risk over time, through an asset
Fund             allocation strategy that seeks a
                 combination of long-term growth of
                 capital and current income.

Cornerstone      Achieve a positive inflation-adjusted    basic value stocks,
Strategy         rate of return and a reasonably stable   international stocks,
Fund             value of Fund shares, thereby            government 
                 preserving purchasing power of           securities, real
                 shareholders' capital.                   estate securities,   
                                                          and gold securities

Growth           Seek high total return, with reduced     small and large cap
Strategy         risk over time, through an asset         stocks, bonds, and
Fund             allocation strategy which emphasizes     international stocks
                 capital appreciation and gives
                 secondary emphasis to income.
===============================================================================

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

                                      16
<PAGE>

HOW TO INVEST

Purchase of Shares

OPENING AN ACCOUNT

You may open an account and make an investment  as described  below by mail, in
person,  bank wire,  electronic  funds  transfer  (EFT),  or phone. A complete,
signed  application is required for each new account.  However,  after you open
your initial account with us, you will not need to fill out another application
unless the registration is different.

TAX ID NUMBER

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

EFFECTIVE DATE

When you make a purchase, your purchase price will be the net asset value (NAV)
per share next  determined  after we receive your  request in proper form.  The
Fund's NAV is determined at the close of the regular trading session (generally
4:00 p.m. Eastern Time) of the New York Stock Exchange (NYSE) each day the NYSE
is open.  If we receive  your  request  and  payment  prior to that time,  your
purchase price will be the NAV per share determined for that day. If we receive
your  request or payment  after the NAV per share is  calculated,  the purchase
will be effective on the next business day. If you plan to purchase Fund shares
with a foreign check, we suggest you convert your foreign check to U.S. dollars
prior to  investment  in the Fund.  This will  avoid a  potential  delay in the
effective date of your purchase of up to four to six weeks. Furthermore, a bank
charge may be assessed in the clearing process, which will be deducted from the
amount of the purchase.

MINIMUM INVESTMENTS

INITIAL PURCHASE

[MONEY GRAPHIC]
o   $3,000 or no initial  investment  if you elect to have  monthly  electronic
    investments of at least $50 each. We may  periodically  offer programs that
    reduce the minimum amounts for monthly electronic investments. Employees of
    USAA and its  affiliated  companies  may open an  account  through  payroll
    deduction for as little as $25 per pay period with no initial investment.

ADDITIONAL PURCHASES

o   $50

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

                                      17
<PAGE>

HOW TO PURCHASE

MAIL

[ENVELOPE GRAPHIC]
o   To open an account, send your application and check to:
       USAA Investment Management Company
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   To add to your account,  send your check and the "Invest by Mail" stub that
    accompanies your Fund's transaction confirmation to the Transfer Agent:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288

IN PERSON

[HANDSHAKE GRAPHIC]
o   To open an account, bring your application and check to:
       USAA Investment Management Company
       USAA Federal Savings Bank
       10750 Robert F. McDermott Freeway
       San Antonio, TX 78288

BANK WIRE

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

ELECTRONIC FUNDS TRANSFER

[CALENDAR GRAPHIC]
o   Additional  purchases  on a  regular  basis  can  be  deducted  from a bank
    account, paycheck,  income-producing  investment, or USAA money market fund
    account.  Sign up for  these  services  when  opening  an  account  or call
    1-800-531-8448 to add these services.

PHONE 1-800-531-8448

[TELEPHONE GRAPHIC]
o   If you have an existing  USAA mutual fund  account and would like to open a
    new account or exchange to another  USAA Fund,  call for  instructions.  To
    open an account by phone,  the new account must have the same  registration
    as your existing account.

                                      18
<PAGE>

Redemption of Shares

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

We will send you your  money  within  seven days  after the  effective  date of
redemption.  Payment for redemption of shares purchased by EFT or check is sent
after the EFT or check has  cleared,  which  could  take up to 15 days from the
purchase date. If you are considering redeeming shares soon after purchase, you
should purchase by bank wire or certified check to avoid delay. Redemptions are
subject  to taxes  based on the  difference  between  the cost of  shares  when
purchased and the price received upon redemption.

In  addition,  the Trust  may  elect to  suspend  the  redemption  of shares or
postpone the date of payment in limited circumstances.

HOW TO REDEEM

WRITTEN, FAX, TELEGRAPH, OR TELEPHONE

[FAX MACHINE GRAPHIC]
o   Send your written instructions to:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   Send a signed fax to 1-800-292-8177, or send a telegram to USAA Shareholder
    Account Services.
o   Call toll free 1-800-531-8448, in San Antonio, 456-7202.

Telephone redemption privileges are automatically established when you complete
your application.  The Fund will employ  reasonable  procedures to confirm that
instructions  communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account,  the following  information is obtained:
(1) USAA number or account number, (2) the name(s) on the account registration,
and (3) social  security  number or tax  identification  number for the account
registration.  Additionally, all telephone communications with you are recorded
and confirmations of account transactions are sent to the address of record. If
you were issued stock  certificates  for your shares,  redemption by telephone,
fax, or telegram is not available.

                                      19
<PAGE>

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

Investor's Guide to USAA Mutual Fund Services

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

Account Balance

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

Trust Rights

The Trust reserves the right to:

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

o   limit or  discontinue  the offering of shares of any portfolio of the Trust
    without notice to the shareholders;

o   require a  signature  guarantee  for  transactions  or  changes  in account
    information in those  instances  where the  appropriateness  of a signature
    authorization  is in  question.  The  Statement of  Additional  Information
    contains information on acceptable guarantors;

o   redeem an account with less than $900, with certain limitations.

EXCHANGES

Exchange Privilege

The exchange privilege is automatic when you complete your application. You may
exchange  shares  among Funds in the USAA Family of Funds,  provided you do not
hold these shares in stock  certificate form and the shares to be acquired

                                      20
<PAGE>

are offered in your state of residence.  After the exchange  order is received,
the Fund's transfer agent will simultaneously  process exchange redemptions and
purchases  at  the  share  prices  next  determined.  The  investment  minimums
applicable to share  purchases also apply to exchanges.  For federal income tax
purposes,  an exchange  between Funds is a taxable event;  and as such, you may
realize a capital gain or loss.  Such capital  gains or losses are based on the
difference  between the cost of shares when  purchased  and the price  received
upon exchange.

The Fund has undertaken certain procedures regarding telephone  transactions as
described on page 19.

Exchange Limitations, Excessive Trading

To  minimize  Fund costs and to protect the Funds and their  shareholders  from
unfair expense burdens,  the Funds restrict excessive  exchanges.  The limit on
exchanges  out of any Fund in the USAA Family of Funds for each  account is six
per calendar  year (except  there is no  limitation on exchanges out of the Tax
Exempt Short-Term Fund,  Short-Term Bond Fund, or any of the money market funds
in the USAA Family of Funds).

SHAREHOLDER INFORMATION

Share Price Calculation

                                  NAV PER SHARE
                                     EQUALS
                                  TOTAL ASSETS
                                     MINUS
                                  LIABILITIES
                                   DIVIDED BY
                                  # OF SHARES
                                  OUTSTANDING

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

Portfolio securities, except as otherwise noted, traded primarily on a domestic
securities exchange are valued at the last sales price on that exchange.  If no
sale is reported, the average of the bid and asked prices is generally used.

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

Debt  securities  purchased  with  maturities  of 60 days or less are stated at
amortized  cost,  which  approximates  market value.  Other debt securities are
valued each  business  day at their  current  market value as  determined  by a
pricing service  approved by the Board of Trustees.  Securities which cannot be
valued by these methods, and all other assets, are valued in good faith at fair
value using methods we have  determined  under the general  supervision  of the
Board of Trustees.

For  additional  information  on how  securities  are valued,  see VALUATION OF
SECURITIES in the Fund's Statement of Additional Information.

                                      21
<PAGE>

Dividends and Distributions

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

We  will   automatically   reinvest  all  income  dividends  and  capital  gain
distributions  unless we receive  different  instructions  from you.  The share
price will be the NAV of the Fund shares computed on the ex-dividend  date. Any
income dividends or capital gain distributions paid by the Fund will reduce the
NAV per share by the amount of the dividend or  distribution.  These  dividends
and distributions are subject to taxes.

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

Federal Taxes

This tax  information  is quite  general and refers to the  federal  income tax
provisions in effect as of the date of this Prospectus.  Note that the Taxpayer
Relief  Act  of  1997  and  the  technical   provisions   adopted  by  the  IRS
Restructuring  and Reform Act of 1998 may  affect the status and  treatment  of
certain  distributions  shareholders  receive  from  the  Fund.  We urge you to
consult your own tax adviser about the status of distributions from the Fund in
your own state and locality.

SHAREHOLDER - Dividends from taxable net investment income and distributions of
net  short-term  capital gains are taxable to you as ordinary  income,  whether
received  in cash or  reinvested  in  additional  shares.  A  portion  of these
dividends  may qualify for the 70%  dividends-received  deduction  available to
corporations.

Regardless  of the length of time you have held the Fund shares,  distributions
of net long-term  capital gains are taxable as long-term  capital gains whether
received in cash or reinvested in additional shares. These distributions may be
taxable at  different  rates  depending on the length of time the Fund held the
applicable investment.

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

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

                                      22
<PAGE>

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

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

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

o   fails to furnish the Fund with a correct tax identification number,
o   underreports dividend or interest income, or
o   fails to certify that he or she is not subject to withholding.

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

REPORTING - The Fund will report information to you annually concerning the tax
status  of  dividends  and  distributions  for  federal  income  tax  purposes,
including  the  portion  of the  dividends  constituting  interest  on  private
activity bonds; and the percentage and source,  on a  state-by-state  basis, of
interest income earned on the tax-exempt  securities,  if any, held by the Fund
during the preceding year.

Year 2000

Like other organizations around the world, the Fund could be adversely affected
if the computer systems used by the Fund, its service  providers,  or companies
in which the Fund invests do not  properly  process and  calculate  information
that relates to dates beginning on January 1, 2000, and beyond.  This situation
may occur because for many years computer  programmers  used only two digits to
describe  years, such as 98 for 1998. A program  written in this manner may not
work when it encounters the year 00. To confront this situation, USAA companies
have spent much  effort and money; and we expect to have our systems  ready for
the Year 2000 by mid-1999. In addition, we are actively assessing the Year 2000
readiness of our service providers, partners, and companies in whose securities
we invest.  It is not possible for us to say that you will experience no effect
from this situation,  but we can say that we are making a large effort to avoid
any ill effects upon our shareholders.

We do believe you are entitled to know with certainty that we will stand behind
your share balance as of the close of business in 1999. When the market reopens
in 2000,  should any computer problem cause a change in the number of shares in
your account, we will return your account to its proper share balance.

                                      23
<PAGE>

FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand the Fund's
financial  performance  for the  past  five-year  period.  Certain  information
reflects  financial  results for a single Fund share.  The total returns in the
table  represent  the rate that an  investor  would have earned (or lost) on an
investment   in  the  Fund   (assuming   reinvestment   of  all  dividends  and
distributions).  This  information  has been  audited by KPMG Peat Marwick LLP,
whose report, along with the Fund's financial  statements,  are included in the
Annual Report, which is available upon request.
                                                                 
                                                                  EIGHT-MONTH 
                                  YEAR ENDED MAY 31,              PERIOD ENDED
                       -------------------------------------------------------
                         1998       1997       1996       1995    MAY 31, 1994
                       -------------------------------------------------------
Net asset value at
  beginning of period  $  15.14   $ 14.11    $  12.82   $  12.32   $  13.00
Net investment income       .50       .52         .51        .49        .29
Net realized and
  unrealized gain (loss)   1.72      1.39        1.32        .76       (.27)
Distributions from net
  investment income        (.51)     (.52)       (.51)      (.48)      (.33)
Distributions of realized
  capital gains            (.54)     (.36)       (.03)      (.27)      (.37)
                       -------------------------------------------------------
Net asset value at
  end of period        $  16.31   $  15.14   $  14.11   $  12.82   $  12.32
                       =======================================================
Total return (%)*         15.26      14.21      14.61      10.73        .13
Net assets at end of
  period (000)         $229,404   $185,504   $160,390   $134,538   $128,077
Ratio of expenses to
  average net assets (%)    .71        .74        .82        .80        .84(a)
Ratio of net investment
  income to average net
  assets (%)               3.22       3.66       3.79       4.02       3.56(a)
Portfolio turnover (%)    65.58(b)  194.21(b)  202.55(b)  265.52(b)  171.35(b)
- --------------

    *  Assumes  reinvestment   of  all   dividend   income  and  capital   gain
       distributions during the period.
  (a)  Annualized.  The  ratio is  not  necessarily  indicative of 12 months of
       operations.
  (b)  At  times,  the Fund  has  simultaneously  purchased  and  sold the same
       securities.  These transactions  sometimes  were high in volume and were
       dissimilar   to  other  trade   activity  within   the  Fund.  If  these
       transactions were excluded  from the calculation, the portfolio turnover
       rate would have been:

                                                                   
                                                                   EIGHT-MONTH
                                   YEAR ENDED MAY 31,              PERIOD ENDED
                        -------------------------------------------------------
                         1998       1997        1996        1995   MAY 31, 1994
                        -------------------------------------------------------
Portfolio turnover (%)   31.58      52.97       61.98      131.28      93.56

Purchases and sales of this type are as follows:

Purchases (000)        $68,958   $220,402    $192,239    $234,367      $98,639
Sales (000)            $69,044   $220,683    $192,490    $234,669      $98,761

                                      24
<PAGE>

                                   APPENDIX A

THE FOLLOWING ARE  DESCRIPTIONS  OF CERTAIN TYPES OF SECURITIES IN WHICH WE MAY
INVEST THE FUND'S ASSETS:

WHEN-ISSUED SECURITIES

We may invest the Fund's assets in new issues of debt  securities  offered on a
when-issued basis.

o   Delivery  and  payment  take  place  after  the date of the  commitment  to
    purchase,  normally  within 45 days. Both price and interest rate are fixed
    at the time of commitment.
o   The Fund does not earn interest on the securities until settlement, and the
    market  value  of  the  securities  may  fluctuate   between  purchase  and
    settlement.
o   Such securities can be sold before settlement date.

VARIABLE RATE SECURITIES

We may invest the Fund's assets in securities that bear interest at rates which
are adjusted periodically to market rates.

o   These  interest  rate  adjustments  can both  raise and  lower  the  income
    generated by such  securities.  These  changes will have the same effect on
    the  income  earned  by the  Fund  depending  on  the  proportion  of  such
    securities held.

o   The value of variable rate  securities  is less affected than  fixed-coupon
    securities by changes in prevailing  interest rates because of the periodic
    adjustment  of their  coupons  to a market  rate.  The  shorter  the period
    between  adjustments,  the smaller the impact of interest rate fluctuations
    on the value of these securities.

o   The market value of a variable rate security usually tends toward par (100%
    of face value) at interest rate adjustment time.

PUT BONDS

We may invest the Fund's assets in tax-exempt  securities (including securities
with variable  interest  rates) which may be redeemed or sold back (put) to the
issuer of the security or a third party prior to stated maturity (put bonds).

o   Such securities will normally trade as if maturity is the earlier put date,
    even  though  stated  maturity  is  longer.   Under  the  Fund's  portfolio
    allocation  procedure,  maturity  for put bonds is deemed to be the date on
    which the put becomes exercisable.

ZERO COUPON BONDS

We may invest the Fund's assets in zero coupon bonds.

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

                                      25
<PAGE>

MUNICIPAL LEASE OBLIGATIONS

We may invest the Fund's assets in a variety of instruments  commonly  referred
to as municipal lease obligations, including:

o   Leases,
o   Installment purchase contracts, and
o   Certificates of participation in such leases and contracts.

ILLIQUID SECURITIES

We may  invest  up to 15% of the  Fund's  net  assets in  securities  which are
illiquid.  Illiquid  securities are those securities that cannot be disposed of
in the ordinary course of business,  seven days or less, at  approximately  the
value at which the Fund has valued the securities.

AMERICAN DEPOSITARY RECEIPTS (ADRs)

We may invest the Fund's assets in ADRs which are foreign shares held by a U.S.
bank which issues a receipt  evidencing  ownership.  Dividends are paid in U.S.
dollars.

GLOBAL DEPOSITARY RECEIPTS (GDRs)

We may invest the Fund's assets in GDRs which are foreign shares held by a U.S.
or foreign bank which issues a receipt evidencing ownership. Dividends are paid
in U.S. dollars.

                                      26
<PAGE>

                                   APPENDIX B

USAA Family of No-Load Mutual Funds

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

     FUND
  TYPE/NAME                     VOLATILITY
=================================================
CAPITAL APPRECIATION
Aggressive Growth               Very high
Emerging Markets (1)            Very high
First Start Growth              Moderate to high
Gold (1)                        Very high
Growth                          Moderate to high
Growth & Income                 Moderate
International (1)               Moderate to high
S&P 500 Index (2)               Moderate
Science & Technology            Very high
World Growth (1)                Moderate to high
=================================================
ASSET ALLOCATION
Balanced Strategy (1)           Moderate
Cornerstone Strategy (1)        Moderate
Growth and Tax Strategy         Moderate
Growth Strategy (1)             Moderate to high
Income Strategy                 Low to moderate
=================================================
INCOME -- TAXABLE
GNMA                            Low to moderate
Income                          Moderate
Income Stock                    Moderate
Short-Term Bond                 Low
=================================================
INCOME -- TAX EXEMPT
Long-Term (3)                   Moderate
Intermediate-Term (3)           Low to moderate
Short-Term (3)                  Low
State Bond/Income (3, 4)        Moderate
=================================================
MONEY MARKET 
Money Market (5)                Very low
Tax Exempt Money Market (3, 5)  Very low
Treasury Money Market Trust (5) Very low
State Money Market (3, 4, 5)    Very low
=================================================

1  FOREIGN INVESTING IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY 
   FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY.
2  S&P(R) IS A TRADEMARK OF THE MCGRAW-HILL COMPANIES, INC., AND HAS BEEN
   LICENSED FOR USE. THE PRODUCT IS NOT SPONSORED, SOLD OR PROMOTED BY STANDARD
   & POOR'S, AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE 
   ADVISABILITY OF INVESTING IN THE PRODUCT.
3  SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.
4  CALIFORNIA, FLORIDA, NEW YORK, TEXAS, AND VIRGINIA FUNDS ARE OFFERED ONLY 
   TO RESIDENTS OF THOSE STATES.
5  AN INVESTMENT IN A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY 
   THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL BE 
   ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.

                                      27
<PAGE>

If you would like more information about the Fund, you may call  1-800-531-8181
to request a free copy of the Fund's Statement of Additional Information (SAI),
Annual or Semiannual  Report, or to ask other questions about the Fund. The SAI
has been filed with the Securities and Exchange Commission (SEC) and is legally
a part  of the  Prospectus.  In the  Fund's  Annual  Report,  you  will  find a
discussion  of  the  market   conditions   and   investment   strategies   that
significantly affected the Fund's performance during the last fiscal year.

To view these documents,  along with other related documents, you can visit the
SEC's  Internet  web  site  (http://www.sec.gov)  or  the  Commission's  Public
Reference Room in Washington,  D.C.  Information on the operation of the public
reference room can be obtained by calling 1-800-SEC-0330.  Additionally, copies
of this  information  can be obtained,  for a  duplicating  fee, by writing the
Public Reference Section of the Commission, Washington, D.C. 20549-6009.

                INVESTMENT ADVISER, UNDERWRITER AND DISTRIBUTOR
                       USAA Investment Management Company
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                 TRANSFER AGENT
                       USAA Shareholder Account Services
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                   CUSTODIAN
                      State Street Bank and Trust Company
                                 P.O. Box 1713
                          Boston, Massachusetts 02105
                         ------------------------------
                           TELEPHONE ASSISTANCE HOURS
                         Call toll free - Central Time
                     Monday - Friday 8:00 a.m. to 8:00 p.m.
                        Saturdays 8:30 a.m. to 5:00 p.m.
                         ------------------------------
                   FOR ADDITIONAL INFORMATION ON MUTUAL FUNDS
                   1-800-531-8181, (in San Antonio) 456-7211
                For account servicing, exchanges or redemptions
                   1-800-531-8448, (in San Antonio) 456-7202
                         ------------------------------
                       RECORDED MUTUAL FUND PRICE QUOTES
                        24-Hour Service (from any phone)
                   1-800-531-8066, (in San Antonio) 498-8066
                         ------------------------------
                           MUTUAL FUND TOUCHLINE (R)
                          (from Touchtone phones only)
              For account balance, last transaction or fund prices
                   1-800-531-8777, (in San Antonio) 498-8777

                   Investment Company Act File No. 811-4019

<PAGE>

                                 USAA BALANCED
                                 STRATEGY FUND

                                   PROSPECTUS
                                OCTOBER 1, 1998

As with other mutual funds,  the  Securities  and Exchange  Commission  has not
approved  or  disapproved  of this Fund's  shares or  determined  whether  this
prospectus  is  accurate  or  complete.  Anyone  who  tells  you  otherwise  is
committing a crime.

                               TABLE OF CONTENTS

What is the Fund's Investment Objective and Main Strategy?...... 2
Main Risks of Investing in This Fund............................ 2
Is This Fund for You?........................................... 3
Could the Value of Your Investment in This Fund Fluctuate?...... 3
Fees and Expenses............................................... 5
Fund Investments................................................ 6
Fund Management.................................................12
Using Mutual Funds in an Asset Allocation Program...............13
How to Invest...................................................15
Important Information About Purchases and Redemptions...........18
Exchanges.......................................................19
Shareholder Information.........................................20
Financial Highlights............................................23
Appendix A .....................................................24
Appendix B .....................................................27

<PAGE>

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

WHAT IS THE FUND'S INVESTMENT OBJECTIVE AND MAIN STRATEGY?

The Fund's investment objective is to seek high total return, with reduced risk
over time,  through an asset  allocation  strategy that seeks a combination  of
long-term growth of capital and current income. Using pre-set target ranges, we
will invest the Fund's  assets in a  combination  of stocks on the one hand and
bonds and money market instruments on the other.

In view of the risks inherent in all  investments  in  securities,  there is no
assurance that the Fund's  objective will be achieved.  See FUND INVESTMENTS on
page 6 for more information.

MAIN RISKS OF INVESTING IN THIS FUND

The primary risks of investing in this Fund are market risk,  credit risk,  and
interest rate risk.

o   MARKET RISK involves the possibility that the Fund's  investments in stocks
    will decline  because of falls in the stock  market,  reducing the value of
    individual  company's  stocks,  regardless  of the success or failure of an
    individual company's operations.

o   CREDIT RISK  involves the  possibility  that a borrower  cannot make timely
    interest and principal payments on its securities.

o   INTEREST  RATE RISK involves the  possibility  that the value of the Fund's
    investments will decline because of an increase in interest rates.

    IF INTEREST  RATES  INCREASE:  the yield of the Fund may  increase  and the
    market  value of the  Fund's  securities  will  likely  decline,  adversely
    affecting the net asset value and total return.

    IF INTEREST  RATES  DECREASE:  the yield of the Fund may  decrease  and the
    market  value of the Fund's  securities  may  increase,  which would likely
    increase the Fund's net asset value and total return.

Other risks of the Fund described later in the Prospectus  include  rebalancing
risk, the risks of foreign investing, and the risks of investing in real estate
investment  trusts  (REITs).  As with other  mutual  funds,  losing money is an
additional risk associated with investing in this Fund.

                                       2
<PAGE>

As you consider an investment  in this Fund,  you should also take into account
your tolerance for the daily  fluctuations of the financial markets and whether
you can afford to leave your money in the  investment  for long periods of time
to ride out down periods.

An  investment  in this Fund is not a deposit of USAA Federal  Savings Bank, or
any other  bank,  and is not  insured  or  guaranteed  by the  Federal  Deposit
Insurance Corporation or any other government agency.

[CAUTION LIGHT
Look for this symbol throughout the Prospectus. We use it to mark more detailed
information about the main risks you will face as a Fund shareholder.

IS THIS FUND FOR YOU?

This Fund might be appropriate as part of your investment portfolio if . . .

|X| You are seeking a fund that will  diversify your holdings among a number of
    stocks and bonds.
|X| You are willing to accept moderate risk.
|X| You are looking for current income.
|X| You are seeking an appropriate investment for an IRA, through a 401(k) plan
    or 403(b) plan, or other tax-sheltered account.

This Fund MAY NOT be appropriate as part of your investment portfolio if . . .

|X| You are unable or reluctant to invest for a period of five years or more.
|X| You are unwilling to take greater risk for long-term goals.
|X| You need an investment that provides tax-free income.

COULD THE VALUE OF YOUR INVESTMENT IN THIS FUND FLUCTUATE?

Yes, it could.  In fact,  the value of your  investment in the Fund will likely
increase  or  decrease.  The bar chart shown on the next page  illustrates  the
Fund's volatility and performance from year to year over the life of the Fund.

                                       3
<PAGE>
TOTAL RETURN

All mutual funds must use the same formula to calculate total return.

                                  TOTAL RETURN
                                  MEASURES THE
                                  PRICE CHANGE
                                   IN A SHARE
                                  ASSUMING THE
                                  REINVESTMENT
                                OF ALL DIVIDEND
                                   INCOME AND
                                  CAPITAL GAIN
                                 DISTRIBUTIONS.

[BAR CHART]
    CALENDAR        TOTAL RETURN
      YEAR           PERCENTAGE
     1996*              13.45
     1997               19.05

     *FUND BEGAN OPERATIONS ON SEPTEMBER 1, 1995.

     THE FUND'S TOTAL RETURN FOR THE SIX-MONTH  PERIOD ENDED JUNE 30, 1998, WAS
     6.33%.

During the  periods  shown in the bar chart,  the  highest  total  return for a
quarter was 9.80%  (quarter  ending June 30,  1997) and the lowest total return
for a quarter was .65% (quarter ending December 31, 1997).

The table below shows how the Fund's  average  annual  returns for the one-year
period  as well as the life of the  Fund  compared  to  those of a  broad-based
securities market index. Remember,  historical performance does not necessarily
indicate what will happen in the future.

  ====================================================================
  Average Annual Total Returns                          Since Fund's
  (for the periods ending             Past              Inception on
  December 31, 1997)                 1 Year          September 1, 1995
  ====================================================================
  Balanced Strategy Fund             19.05%                 15.23%
  --------------------------------------------------------------------
  S&P 500 Index*                     33.35%                 29.00%
  ====================================================================
  * THE  S&P  500  INDEX  IS  A  BROAD-BASED  COMPOSITE  UNMANAGED  INDEX  THAT
    REPRESENTS  THE  AVERAGE   PERFORMANCE  OF  A  GROUP  OF  500  WIDELY-HELD,
    PUBLICLY-TRADED STOCKS.

Please  consider  performance  information  in light of the  Fund's  investment
objective and policies and market conditions during the reported time

                                       4
<PAGE>

periods.  Again,  you  must  remember  that  historical  performance  does  not
necessarily  indicate what will happen in the future.  The value of your shares
may go up or down. For the most current price and return  information  for this
Fund, you may call TouchLINE(R) at 1-800-531-8777.  Press 1 for the Mutual Fund
Menu, press 1 again for prices and returns.  Then, press 47# when asked for the
Fund Code.

                             [TELEPHONE GRAPHIC]
                                 TOUCHLINE (R)
                                 1-800-531-8777
                                     PRESS
                                       1
                                      THEN
                                       1
                                      THEN
                                     4 7 #

                                   NEWSPAPER
                                     SYMBOL
                                    BalStra

                                     TICKER
                                     SYMBOL
                                     USBSX

You can also find the most current price of your shares in the business section
of your newspaper in the mutual fund section under the heading "USAA Group" and
the symbol  "BalStra." If you prefer to obtain this information from an on-line
computer service, you can do so by using the ticker symbol "USBSX."

FEES AND EXPENSES

This summary  shows what it will cost you directly or  indirectly  to invest in
the Fund.

Shareholder Transaction Expenses -- Fees You Pay Directly

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

Annual Fund Operating Expenses -- Fees You Pay Indirectly

Fund  expenses  come out of the Fund's  assets and are  reflected in the Fund's
share price and dividends.  "Other Expenses" include expenses such as custodian
and transfer agent fees. The figures below show actual  expenses before waivers
during  the past  fiscal  year  ended May 31,  1998,  and are  calculated  as a
percentage of average net assets (ANA).

                                  12B-1 FEES -
                                  SOME MUTUAL
                                  FUNDS CHARGE
                                   THESE FEES
                                   TO PAY FOR
                                  ADVERTISING
                                   AND OTHER
                                COSTS OF SELLING
                                  FUND SHARES.

       Management Fees                            .75%
       Distribution (12b-1) Fees                  None
       Other Expenses                             .56%
                                                 -----
       Total Annual Fund Operating Expenses*     1.31%
                                                 =====
- --------------

   * During the year, we  voluntarily  limited the Total Annual Fund  Operating
     Expenses to 1.25% as follows:

         Total Annual Fund Operating Expenses      1.31%
         Reimbursement from USAA Investment
           Management Company                      (.06%)
                                                   -----
         Actual Fund Operating Expenses
           After Reimbursement                     1.25%
                                                   =====

                                       5
<PAGE>

     We have voluntarily agreed to limit the Fund's annual expenses to 1.25% of
     its ANA and will  reimburse  the Fund for all  expenses  in excess of that
     amount until October 1, 1999.

Example of Effect of the Fund's Operating Expenses

This  example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual  funds.  Although  your actual costs
may be higher or lower,  you  would  pay the  following  expenses  on a $10,000
investment,  assuming (1) 5% annual return,  (2) the Fund's operating  expenses
(before any applicable  reimbursement)  remain the same, and (3) you redeem all
of your shares at the end of the periods shown.

                       1 year ......... $  133
                       3 years........     415
                       5 years........     718
                      10 years........   1,579

FUND INVESTMENTS

Principal Investment Strategies and Risks

   Q    What is the Fund's principal investment strategy?

   A    The Fund's  principal  investment  strategy is to provide a diversified
        investment  program  within one mutual  fund by  allocating  the Fund's
        assets in each of the following investment  categories according to the
        following targeted ranges. Securities are classified by category at the
        time of purchase.

        [PIE CHART]
                                          PERCENTAGE TARGET RANGE OF NET ASSETS
        INVESTMENT CATEGORY
          STOCKS                                           50-70%
          BONDS                                            30-50%
          MONEY MARKET INSTRUMENTS                          0-10%

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

                                       6
<PAGE>

   Q    Why are stocks and bonds mixed in the same Fund?

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

   Q    How are the investment categories and target ranges selected?

   A    The  investment  categories  and the target  ranges  were  selected  to
        provide  investors  with a  diversified  investment  in a single mutual
        fund.  Stocks provide the potential for long-term  capital growth while
        bonds provide a high current return. Money market instruments provide a
        means for temporary  investment of cash balances  arising in the normal
        course of business.

        However, as a temporary defensive measure because of market,  economic,
        political, or other conditions,  we may invest up to 100% of the Fund's
        assets in  investment-grade,  short-term  debt  instruments,  which may
        result in the Fund not achieving its  investment  objective  during the
        time it is in this temporary defensive posture.

   Q    What actions are taken to keep the Fund's asset allocations  within the
        target ranges?

   A    If market  action  causes the actual  assets of the Fund in one or more
        investment  categories  to  move  outside  the  ranges,  we  will  make
        adjustments to rebalance the portfolio.  In general,  we will rebalance
        the portfolio at least once during each  quarter.  In  rebalancing  the
        Fund's  portfolio,  we will buy or sell securities to return the actual
        allocation  of the  Fund's  assets to within  its  target  ranges.  For
        example,  the Fund's  portfolio  could begin a quarter  with its assets
        allocated  65%  in  stocks,  30%  in  bonds,  and  5% in  money  market
        instruments.  During the  quarter,  due to market  returns,  the Fund's
        portfolio  could  hold 75% in  stocks,  20% in  bonds,  and 5% in money
        market  instruments.  In this case,  we would  sell  stocks and use the
        proceeds  to buy bonds to bring  the  stocks  and bonds  back to within
        their target ranges.

[CAUTION LIGHT]
REBALANCING  RISKS. In purchasing and selling  securities in order to rebalance
its portfolio,  the Fund will pay more in brokerage  commissions  than it would
without a rebalancing policy. As a result of the need to

                                       7
<PAGE>

rebalance,  the Fund also has less  flexibility  in the timing of purchases and
sales of securities than it would otherwise.  While we will attempt to minimize
any adverse impact to the Fund or its shareholders,  the Fund may have a higher
proportion of capital gains and a lower return than a fund that does not have a
rebalancing policy.

Stocks

   Q    What types of stocks are included in the Fund's portfolio?

   A    We will  invest  this  portion of the  Fund's  portfolio  primarily  in
        domestic common stocks, and we may include some foreign stocks and real
        estate investment trusts (REITs).

[CAUTION LIGHT]

MARKET RISK. Because this Fund invests in stocks, it is subject to stock market
risk. Stock prices in general may decline over short or even extended  periods,
regardless  of the success or failure of an  individual  company's  operations.
Stock markets tend to run in cycles,  with periods when stock prices  generally
go up, known as "bull"  markets,  and periods  when stock  prices  generally go
down,  referred to as "bear"  markets.  Stocks tend to go up and down more than
bonds.

[CAUTION LIGHT]
FOREIGN  INVESTING.   Investing  in  foreign  securities,   including  American
Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs),  poses unique
risks:  currency  exchange  rate  fluctuations;   foreign  market  illiquidity;
increased price  volatility;  exchange control  regulations;  foreign ownership
limits; different accounting, reporting, and disclosure requirements; political
instability; and difficulties in obtaining legal judgments. In the past, equity
and debt instruments of foreign markets have been more volatile than equity and
debt instruments of U.S. securities markets.

[CAUTION LIGHT]
REITS.  Investing  in REITs  may  subject  the  Fund to many of the same  risks
associated  with the direct  ownership of real estate.  Additionally, REITs are
dependent  upon  the  capabilities  of  the  REIT   manager(s),   have  limited
diversification, and could be significantly impacted by changes in tax laws.

                                       8
<PAGE>

   Q    How are the decisions to buy and sell stocks made?

   A    We  generally  invest in  companies  that are, or have the  prospect of
        becoming,  dominant in their industry. We expect the sales and earnings
        of these  companies to grow faster than those of their industry  peers.
        We consider a number of factors such as:
       
        o   a company's strategic position in its industry,
        o   sales and earnings growth,
        o   cash flow,
        o   book value, and
        o   dividend yield.
       
        We will sell a security when we  perceive  that our original investment
        thesis no longer holds.

Bonds and Money Market Instruments

   Q    What types of bonds are included in the Fund's portfolio?

   A    Bonds must be investment grade at the time of purchase and  may include
        any of the following:

        o obligations of the U.S. Government, its   
          agencies, and instrumentalities;
        o mortgage-backed securities;
        o asset-backed securities;
        o corporate debt securities, such as notes and bonds;
        o debt securities of real estate investment trusts;
        o obligations  of state and local  governments  and their  agencies and
          instrumentalities;
        o Eurodollar obligations;
        o Yankee obligations; and
        o other debt securities.

        Further  description of these securities is found in APPENDIX A on page
        24.

                                       9
<PAGE>

[CAUTION LIGHT]
INTEREST RATE RISK. As a mutual fund investing in bonds, the Fund is subject to
the risk that the  market  value of the bonds  will  decline  because of rising
interest rates. Bond prices are linked to the prevailing market interest rates.
In  general,  when  interest  rates  rise,  the  prices of bonds  fall and when
interest rates fall, bond prices generally rise. The price volatility of a bond
also depends on its maturity. Generally, the longer the maturity of a bond, the
greater its  sensitivity to interest  rates.  To compensate  investors for this
higher risk,  bonds with longer  maturities  generally offer higher yields than
bonds with shorter maturities.

   Q    What are considered investment-grade securities?

   A    Investment-grade  securities include securities issued or guaranteed by
        the U.S. Government,  its agencies, and  instrumentalities,  as well as
        securities  rated within the categories  listed by the following rating
        agencies:

         ================================================================
                                LONG-TERM            SHORT-TERM
         RATING AGENCY          DEBT SECURITIES      DEBT SECURITIES
         ===============================================================
         Moody's Investors      At least Baa         At least Prime-3 or
             Services Inc.                           MIG 4/VMIG 4
         ---------------------------------------------------------------
         Standard & Poor's      At least BBB         At least A-3 or
             Ratings Group                           SP-2
         ---------------------------------------------------------------
         Fitch IBCA, Inc.       At least BBB         At least F-3
         ---------------------------------------------------------------
         Duff and Phelps        At least BBB         At least D-3
         ===============================================================

        or  if  unrated  by  these  agencies,  we  must  determine  that  these
        securities are of equivalent investment quality.

        You will find a complete  description  of the above debt ratings in the
        Fund's Statement of Additional Information.

[CAUTION LIGHT]
CREDIT  RISK.  The bonds in the Fund's  portfolio  are subject to credit  risk.
Credit risk is the possibility that an issuer of a fixed income instrument such
as a bond or repurchase agreement will fail to make timely payments of interest
or  principal.  We attempt to minimize  the Fund's  credit risk by investing in
securities considered investment grade at the time of purchase. When evaluating
potential  investments  for the Fund,  our analysts also assess credit risk and
its  impact  on  the  Fund's  portfolio.  Nevertheless,  even  investment-grade
securities  are subject to some credit risk.  Securities  in the  lowest-rated,
investment-grade category have speculative characteristics. Changes in economic
conditions  or  other  circumstances  are  more  likely  to 

                                      10
<PAGE>

lead to a weakened  capability to make principal and interest payments on these
securities  than is the case for  higher-rated  securities.  In  addition,  the
ratings  of  securities  are  estimates  by the rating  agencies  of the credit
quality of the  securities.  The ratings may not take into  account  every risk
related to whether interest or principal will be repaid on a timely basis.

   Q    What happens if the rating of a security is downgraded below investment
        grade?

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

   Q    How are the decisions to buy and sell bonds made?

   A    We buy bonds that represent value in current market  conditions.  Value
        is a combination of yield, credit quality, structure (maturity, coupon,
        redemption features) and liquidity.  Recognizing value is the result of
        simultaneously  analyzing  the  interaction  of these factors among the
        securities  available  in the  market.  We will sell a  security  if we
        become concerned about its credit risk, we are forced by market factors
        to raise money, or an attractive replacement security is available.

   Q    What  types of money  market  instruments  are  included  in the Fund's
        portfolio?

   A    The money  market  instruments  included in the Fund's  portfolio  will
        consist of  investment-grade,  U.S. dollar  denominated debt securities
        that  have  remaining  maturities  of one year or less.  They may carry
        either  fixed or  variable  interest  rates and may  include any of the
        following:

        o   obligations of the U.S. Government, its   
            agencies, and instrumentalities;
        o   repurchase agreements collateralized by the same;
        o   commercial paper or other short-term corporate obligations;
        o   certificates of deposit;
        o   bankers' acceptances; and
        o   other suitable obligations.

For additional  information  about other  securities in which we may invest the
Fund's assets, see APPENDIX A on page 24.

                                      11
<PAGE>

FUND MANAGEMENT

The Trust has retained us, USAA Investment  Management Company, to serve as the
manager and  distributor  for the Trust. We are an affiliate of United Services
Automobile   Association  (USAA),  a  large,   diversified  financial  services
institution.  As of the  date  of this  Prospectus,  we had  approximately  $37
billion  in  total  assets  under  management.  Our  mailing  address  is  9800
Fredericksburg Road, San Antonio, TX 78288.

We provide management  services to the Fund pursuant to an Advisory  Agreement.
We are responsible for managing the Fund's  portfolio  (including  placement of
brokerage  orders) and its business  affairs,  subject to the  authority of and
supervision  by the Board of Trustees.  For our  services,  the Fund pays us an
annual  fee.  The fee is  computed at  three-fourths  of one percent  (.75%) of
average net assets. The fee we received for the fiscal year ended May 31, 1998,
after  reimbursements  we made to the Fund,  was equal to .69% of  average  net
assets.  We also  provide  services  related to selling  the Fund's  shares and
receive no compensation for those services.

Although our officers and employees,  as well as those of the Trust, may engage
in personal securities transactions, they are restricted by the procedures in a
Joint Code of Ethics adopted by the Trust and us.

Portfolio Transactions

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

Portfolio Managers

The following individuals are primarily responsible for managing the Fund:

STOCKS

[PHOTOGRAPH OF PORTFOLIO MANAGER]
PATRICK O'HARE
Patrick O'Hare,  Assistant Vice President of Equity  Investments,  is the asset
allocation manager and has managed the Stocks investment category since October
1998. He has five years investment  management experience and has worked for us
for five  years.  Mr.  O'Hare  earned the  Chartered  Financial  Analyst  (CFA)
designation  in  1996  and  is a  member  of  the  Association  for  Investment
Management and Research (AIMR) and the San Antonio Financial  Analysts Society,
Inc.  (SAFAS).  He  holds  an  MBA  from  the  Wharton  School,  University  of
Pennsylvania and a BBA from the University of Oklahoma.

                                      12
<PAGE>

BONDS

[PHOTOGRAPH OF PORTFOLIO MANAGER]
PAUL H. LUNDMARK
Paul H. Lundmark,  Assistant Vice  President of Fixed Income  Investments,  has
managed the Bonds  investment  category since  September  1995. He has 12 years
investment  management  experience  and has worked  for us for six  years.  Mr.
Lundmark  earned the CFA designation in 1989 and is a member of AIMR and SAFAS.
He holds an MBA and BSB from the University of Minnesota.

MONEY MARKET INSTRUMENTS

[PHOTOGRAPH OF PORTFOLIO MANAGER]
PAMELA K. BLEDSOE
Pamela K. Bledsoe,  Assistant Vice President of Money Market Funds, has managed
the  Money  Market  Instruments  category  since  May  1996.  She has ten years
investment  management  experience  and has worked for us for seven years.  Ms.
Bledsoe  earned the CFA  designation in 1992 and is a member of AIMR and SAFAS.
She holds an MBA from Texas  Christian  University and a BS from Louisiana Tech
University.

USING MUTUAL FUNDS IN AN ASSET ALLOCATION PROGRAM

I. The Idea Behind Asset Allocation

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

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

                                      13
<PAGE>

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

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

II. Using Asset Allocation in an Investment Program

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

III. USAA's Series of Asset Strategy Funds

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

===============================================================================
Fund                   Investment Objective                  Invests In
===============================================================================
Income           Seek high current return, with           bonds and stocks
Strategy         reduced risk over time, through an
Fund             asset allocation strategy which
                 emphasizes income and gives
                 secondary emphasis to long-term
                 growth of capital.

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

                                      14
<PAGE>
CONTINUED
===============================================================================
Fund                   Investment Objective                  Invests In
===============================================================================
Balanced         Seek high total return, with reduced     stocks and bonds
Strategy         risk over time, through an asset
Fund             allocation strategy that seeks a
                 combination of long-term growth of
                 capital and current income.

Cornerstone      Achieve a positive inflation-adjusted    basic value stocks,
Strategy         rate of return and a reasonably stable   international stocks,
Fund             value of Fund shares, thereby            government 
                 preserving purchasing power of           securities, real 
                 shareholders' capital.                   estate securities, 
                                                          and gold securities

Growth           Seek high total return, with reduced     small and large cap
Strategy         risk over time, through an asset         stocks, bonds, and
Fund             allocation strategy which emphasizes     international stocks
                 capital appreciation and gives
                 secondary emphasis to income.
===============================================================================

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

HOW TO INVEST

Purchase of Shares

OPENING AN ACCOUNT

You may open an account and make an investment  as described  below by mail, in
person,  bank wire,  electronic  funds  transfer  (EFT),  or phone. A complete,
signed  application is required for each new account.  However,  after you open
your initial account with us, you will not need to fill out another application
unless the registration is different.

TAX ID NUMBER

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

EFFECTIVE DATE

When you make a purchase, your purchase price will be the net asset value (NAV)
per share next  determined  after we receive your  request in proper form.  The
Fund's NAV is determined at the close of the regular trading session 

                                      15
<PAGE>

(generally  4:00 p.m.  Eastern Time) of the New York Stock Exchange (NYSE) each
day the NYSE is open.  If we receive  your  request and  payment  prior to that
time, your purchase price will be the NAV per share determined for that day. If
we receive your request or payment after the NAV per share is  calculated,  the
purchase  will be effective on the next  business  day. If you plan to purchase
Fund shares with a foreign check,  we suggest you convert your foreign check to
U.S. dollars prior to investment in the Fund. This will avoid a potential delay
in the effective date of your purchase of up to four to six weeks. Furthermore,
a bank charge may be assessed in the clearing  process,  which will be deducted
from the amount of the purchase.

MINIMUM INVESTMENTS

INITIAL PURCHASE

[MONEY GRAPHIC]
o   $3,000 [$500 Uniform Gifts/Transfers to Minors Act (UGMA/UTMA) accounts and
    $250 for  IRAs]  or no  initial  investment  if you  elect to have  monthly
    electronic  investments  of at least $50 each.  We may  periodically  offer
    programs   that   reduce  the  minimum   amounts  for  monthly   electronic
    investments.  Employees of USAA and its  affiliated  companies  may open an
    account through payroll  deduction for as little as $25 per pay period with
    no initial investment.

ADDITIONAL PURCHASES

o   $50

HOW TO PURCHASE

MAIL

[ENVELOPE GRAPHIC]
o   To open an account, send your application and check to:
       USAA Investment Management Company
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   To add to your account,  send your check and the "Invest by Mail" stub that
    accompanies your Fund's transaction confirmation to the Transfer Agent:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288

IN PERSON

[HANDSHAKE GRAPHIC]
o   To open an account, bring your application and check to:
       USAA Investment Management Company
       USAA Federal Savings Bank
       10750 Robert F. McDermott Freeway
       San Antonio, TX 78288

                                      16
<PAGE>

BANK WIRE

[WIRE GRAPHIC]
o   Instruct  your bank  (which may charge a fee for the  service)  to wire the
    specified amount to the Fund as follows:
       State Street Bank and Trust Company
       Boston, MA 02101
       ABA#011000028
       Attn: USAA Balanced Strategy Fund
       USAA Account Number: 69384998
       Shareholder(s) Name(s)______________________________________
       Shareholder(s) Mutual Fund Account Number___________________

ELECTRONIC FUNDS TRANSFER

[CALENDAR GRAPHIC]
o   Additional  purchases  on a  regular  basis  can  be  deducted  from a bank
    account, paycheck,  income-producing  investment, or USAA money market fund
    account.  Sign up for  these  services  when  opening  an  account  or call
    1-800-531-8448 to add these services.

PHONE 1-800-531-8448

[TELEPHONE  GRAPHIC] 
o   If you have an existing  USAA mutual fund  account and would like to open a
    new account or exchange to another  USAA Fund,  call for  instructions.  To
    open an account by phone,  the new account must have the same  registration
    as your existing account.

Redemption of Shares

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

We will send you your  money  within  seven days  after the  effective  date of
redemption.  Payment for redemption of shares purchased by EFT or check is sent
after the EFT or check has  cleared,  which  could  take up to 15 days from the
purchase date. If you are considering redeeming shares soon after purchase, you
should purchase by bank wire or certified check to avoid delay. Redemptions are
subject  to taxes  based on the  difference  between  the cost of  shares  when
purchased and the price received upon redemption.

In  addition,  the Trust  may  elect to  suspend  the  redemption  of shares or
postpone the date of payment in limited circumstances.

                                      17
<PAGE>

HOW TO REDEEM

WRITTEN, FAX, TELEGRAPH, OR TELEPHONE

[FAX MACHINE GRAPHIC]
o   Send your written instructions to:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   Send a signed fax to 1-800-292-8177, or send a telegram to USAA Shareholder
    Account Services.
o   Call toll free 1-800-531-8448, in San Antonio, 456-7202.

Telephone redemption privileges are automatically established when you complete
your application.  The Fund will employ  reasonable  procedures to confirm that
instructions  communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account,  the following  information is obtained:
(1) USAA number or account number, (2) the name(s) on the account registration,
and (3) social  security  number or tax  identification  number for the account
registration.  Additionally, all telephone communications with you are recorded
and confirmations of account transactions are sent to the address of record. If
you were issued stock  certificates  for your shares,  redemption by telephone,
fax, or  telegram  is not  available.

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

Investor's Guide to USAA Mutual Fund Services

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

Account Balance

USAA Shareholder  Account Services (SAS), the Fund's transfer agent, may assess
annually a small balance account fee of $12 to each shareholder  account with a
balance,  at the time of assessment,  of less than $2,000.  The fee will reduce
total transfer  agency fees paid by the Fund to SAS.  Accounts  exempt from the
fee include: (1) any account regularly purchasing  additional shares each month
through an automatic  investment  plan;  (2) any account  registered  under the
Uniform  Gifts/Transfers  to Minors Act  (UGMA/UTMA);  (3) all (non-IRA)  money
market fund accounts; (4) any account whose 

                                      18
<PAGE>

registered  owner has an aggregate  balance of $50,000 or more invested in USAA
mutual  funds;  and (5) all IRA  accounts  (for the first  year the  account is
open).

Trust Rights

The Trust reserves the right to:

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

o   limit or  discontinue  the offering of shares of any portfolio of the Trust
    without notice to the shareholders;

o   require a  signature  guarantee  for  transactions  or  changes  in account
    information in those  instances  where the  appropriateness  of a signature
    authorization  is in  question.  The  Statement of  Additional  Information
    contains information on acceptable guarantors;

o   redeem an account with less than $900, with certain limitations.

EXCHANGES

Exchange Privilege

The exchange privilege is automatic when you complete your application. You may
exchange  shares  among Funds in the USAA Family of Funds,  provided you do not
hold these shares in stock  certificate  form and the shares to be acquired are
offered in your state of residence.  After the exchange order is received,  the
Fund's  transfer agent will  simultaneously  process  exchange  redemptions and
purchases  at  the  share  prices  next  determined.  The  investment  minimums
applicable to share  purchases also apply to exchanges.  For federal income tax
purposes,  an exchange  between Funds is a taxable event;  and as such, you may
realize a capital gain or loss.  Such capital  gains or losses are based on the
difference  between the cost of shares when  purchased  and the price  received
upon exchange.

The Fund has undertaken certain procedures regarding telephone  transactions as
described on page 18.

Exchange Limitations, Excessive Trading

To  minimize  Fund costs and to protect the Funds and their  shareholders  from
unfair expense burdens,  the Funds restrict excessive  exchanges.  The limit on
exchanges  out of any Fund in the USAA Family of Funds for each  account is six
per calendar  year (except  there is no  limitation on exchanges out of the Tax
Exempt Short-Term Fund,  Short-Term Bond Fund, or any of the money market funds
in the USAA Family of Funds).

                                      19
<PAGE>

SHAREHOLDER INFORMATION

Share Price Calculation

                                  NAV PER SHARE
                                     EQUALS
                                  TOTAL ASSETS
                                     MINUS
                                  LIABILITIES
                                   DIVIDED BY
                                  # OF SHARES
                                  OUTSTANDING

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

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.

Securities  trading in various  foreign markets may take place on days when the
NYSE is closed.  Further,  when the NYSE is open,  the  foreign  markets may be
closed.  Therefore, the calculation of the Fund's NAV may not take place at the
same time the prices of certain securities held by the Fund are determined.  In
most cases,  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 the Fund's NAV is  calculated  will not be  reflected  in the
Fund's NAV. If, however,  we determine that a particular event would materially
affect the Fund's NAV, then we, under the general  supervision  of the Board of
Trustees,  will use all  relevant,  available  information  to determine a fair
value for the affected portfolio securities.

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

Debt  securities  purchased  with  maturities  of 60 days or less are stated at
amortized  cost,  which  approximates  market value.  Other debt securities are
valued each  business  day at their  current  market value as  determined  by a
pricing service  approved by the Board of Trustees.  Securities which cannot be
valued by these methods, and all other assets, are valued in good faith at fair
value using methods we have  determined  under the general  supervision  of the
Board of Trustees.

For  additional  information  on how  securities  are valued,  see VALUATION OF
SECURITIES in the Fund's Statement of Additional Information.

Dividends and Distributions

The Fund pays net investment income dividends  quarterly.  Any net capital gain
distribution usually occurs within 45 days of the May 31 fiscal year end, which
would be  somewhere  around the middle of July.  The Fund will make  

                                      20
<PAGE>

additional payments to shareholders,  if necessary,  to avoid the imposition of
any federal income or excise tax.

We  will   automatically   reinvest  all  income  dividends  and  capital  gain
distributions  unless we receive  different  instructions  from you.  The share
price will be the NAV of the Fund shares computed on the ex-dividend  date. Any
capital  gain  distributions  paid by the Fund will reduce the NAV per share by
the amount of the dividend or distribution.  These dividends and  distributions
are subject to taxes.

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

Federal Taxes

This tax  information  is quite  general and refers to the  federal  income tax
provisions in effect as of the date of this Prospectus.  Note that the Taxpayer
Relief  Act  of  1997  and  the  technical   provisions   adopted  by  the  IRS
Restructuring  and Reform Act of 1998 may  affect the status and  treatment  of
certain  distributions  shareholders  receive  from  the  Fund.  We urge you to
consult  your tax adviser  about the status of  distributions  from the Fund in
your own state and locality.

SHAREHOLDER - Dividends from taxable net investment income and distributions of
net  short-term  capital gains are taxable to you as ordinary  income,  whether
received  in cash or  reinvested  in  additional  shares.  A  portion  of these
dividends  may qualify for the 70%  dividends-received  deduction  available to
corporations.

Regardless  of the length of time you have held Fund shares,  distributions  of
net  long-term  capital  gains are taxable as long-term  capital  gains whether
received in cash or reinvested in additional shares. These distributions may be
taxable at  different  rates  depending on the length of time the Fund held the
applicable investment.

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

o   fails to furnish the Fund with a correct tax identification number,
o   underreports dividend or interest income, or
o   fails to certify that he or she is not subject to withholding.

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

                                      21
<PAGE>

REPORTING - The Fund will report information to you annually concerning the tax
status of dividends and distributions for federal income tax purposes.

Year 2000

Like other organizations around the world, the Fund could be adversely affected
if the computer systems used by the Fund, its service  providers,  or companies
in which the Fund invests do not  properly  process and  calculate  information
that relates to dates beginning on January 1, 2000, and beyond.  This situation
may occur because for many years computer  programmers  used only two digits to
describe  years, such as 98 for 1998. A program  written in this manner may not
work when it encounters the year 00. To confront this situation, USAA companies
have spent much  effort and money; and we expect to have our systems  ready for
the Year 2000 by mid-1999. In addition, we are actively assessing the Year 2000
readiness of our service providers, partners, and companies in whose securities
we invest.  It is not possible for us to say that you will experience no effect
from this situation,  but we can say that we are making a large effort to avoid
any ill effects upon our shareholders.

We do believe you are entitled to know with certainty that we will stand behind
your share balance as of the close of business in 1999. When the market reopens
in 2000,  should any computer problem cause a change in the number of shares in
your account, we will return your account to its proper share balance.

                                      22
<PAGE>

FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand the Fund's
financial  performance since inception.  Certain information reflects financial
results for a single Fund share.  The total returns in the table  represent the
rate that an investor  would have earned (or lost) on an investment in the Fund
(assuming  reinvestment of all dividends and  distributions).  This information
has been audited by KPMG Peat Marwick LLP, whose report,  along with the Fund's
financial  statements,  are included in the Annual  Report,  which is available
upon request.

                                                          NINE-MONTH
                                                         PERIOD ENDED
                                  YEAR ENDED MAY 31,        MAY 31,
                              ----------------------------------------
                                  1998         1997          1996*
                              ----------------------------------------

Net asset value at
  beginning of period         $   12.11    $   10.49      $   10.00
Net investment income               .35          .33            .26(b)
Net realized and
  unrealized gain                  1.64         1.65            .37
Distributions from net
  investment income                (.35)        (.33)          (.14)
Distributions of realized
  capital gains                    (.29)        (.03)           -
                              ----------------------------------------
Net asset value at
  end of period               $   13.46    $   12.11      $   10.49
                              ========================================
Total return (%)**                16.82        19.26           6.37
Net assets at end of
  period (000)                $  70,046    $  34,601      $  19,258
Ratio of expenses to
  average net assets (%)           1.25         1.25           1.25(a)
Ratio of expenses
  to average net
  assets excluding
  reimbursements (%)               1.31         1.39           2.00(a)
Ratio of net investment
  income to average net
  assets (%)                       2.85         3.16           3.31(a)
Portfolio turnover (%)            22.18        28.06          26.53
- --------------
 *  Fund commenced operations September 1, 1995.
 ** Assumes reinvestment of all dividend income  and capital gain distributions
    during the period.
(a) Annualized.  The  ratio is  not  necessarily  indicative  of 12  months  of
    operations.
(b) Calculated using weighted average shares.

                                      23
<PAGE>

                                   APPENDIX A

THE FOLLOWING ARE  DESCRIPTIONS  OF CERTAIN TYPES OF SECURITIES IN WHICH WE MAY
INVEST THE FUND'S ASSETS:

FORWARD CURRENCY CONTRACTS

The Fund may hold securities  denominated in foreign  currencies.  As a result,
the value of the  securities  will be affected by changes in the exchange  rate
between the dollar and foreign currencies.  In managing currency exposure,  the
Fund may enter into forward currency  contracts.  A forward  currency  contract
involves an agreement  to purchase or sell a specified  currency at a specified
future date or over a  specified  time period at a price set at the time of the
contract.  The Fund may only enter into forward  currency  contracts.  When the
Fund enters into a contract for the purchase or sale of a security  denominated
in a foreign  currency,  it desires to "lock in" the U.S.  dollar  price of the
security.

REPURCHASE AGREEMENTS

We  may  invest  the  Fund's   assets  in  repurchase   agreements   which  are
collateralized  by  obligations  issued or guaranteed as to both  principal and
interest  by the  U.S.  Government,  its  agencies,  and  instrumentalities.  A
repurchase  agreement is a transaction  in which a security is purchased with a
simultaneous  commitment  to sell it back to the seller (a  commercial  bank or
recognized  securities  dealer) at an agreed upon price on an agreed upon date.
This date is usually  not more than seven days from the date of  purchase.  The
resale price  reflects  the  purchase  price plus an agreed upon market rate of
interest,  which is unrelated  to the coupon rate or maturity of the  purchased
security.

WHEN-ISSUED SECURITIES

We may invest the Fund's assets in new issues of debt  securities  offered on a
when-issued basis.

o   Delivery  and  payment  take  place  after  the date of the  commitment  to
    purchase,  normally  within 45 days. Both price and interest rate are fixed
    at the time of commitment.
o   The Fund does not earn interest on the securities until settlement, and the
    market  value  of  the  securities  may  fluctuate   between  purchase  and
    settlement.
o   Such securities can be sold before settlement date.

VARIABLE RATE SECURITIES

We may invest the Fund's assets in securities that bear interest at rates which
are adjusted periodically to market rates.

o   These  interest  rate  adjustments  can both  raise and  lower  the  income
    generated by such  securities.  These  changes will have the same effect on
    the  income  earned  by the  Fund  depending  on  the  proportion  of  such
    securities held.

o   The value of variable rate  securities  is less affected than  fixed-coupon
    securities by changes in prevailing  interest rates because of the periodic
    adjustment  of their  coupons  to a market  rate.  The  shorter  the period
    between  adjustments,  the smaller the impact of interest rate fluctuations
    on the value of these securities.

                                      24
<PAGE>

o   The market value of a variable rate security usually tends toward par (100%
    of face value) at interest rate adjustment time.

PUT BONDS

We may  invest the  Fund's  assets in  securities  (including  securities  with
variable interest rates) which may be redeemed or sold back (put) to the issuer
of the security or a third party prior to stated maturity (put bonds).

o   Such securities will normally trade as if maturity is the earlier put date,
    even  though  stated  maturity  is  longer.   Under  the  Fund's  portfolio
    allocation  procedure,  maturity  for put bonds is deemed to be the date on
    which the put becomes exercisable.

MUNICIPAL LEASE OBLIGATIONS

We may invest the Fund's assets in a variety of instruments  commonly  referred
to as municipal lease obligations, including:

o   Leases,
o   Installment purchase contracts, and
o   Certificates of participation in such leases and contracts.

EURODOLLAR AND YANKEE OBLIGATIONS

We may invest a portion of the Fund's assets in dollar-denominated  instruments
that have been issued outside the U.S. capital markets by foreign  corporations
and financial  institutions  and by foreign  branches of U.S.  corporations and
financial institutions  (Eurodollar) as well as dollar-denominated  instruments
that have been issued by foreign issuers in the U.S. capital markets  (Yankee).
In addition,  we may invest a portion of the Fund's  assets in  Eurodollar  and
Yankee obligations of investment-grade emerging market countries.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

We may invest the Fund's assets in mortgage-backed and asset-backed securities.
Mortgage-backed  securities include,  but are not limited to, securities issued
by the  Government  National  Mortgage  Association  (Ginnie Mae),  the Federal
National Mortgage  Association  (Fannie Mae) and the Federal Home Loan Mortgage
Corporation  (Freddie Mac). These securities  represent  ownership in a pool of
mortgage loans. They differ from  conventional  bonds in that principal is paid
back to the  investor as payments are made on the  underlying  mortgages in the
pool.  Accordingly,  the Fund receives monthly scheduled  payments of principal
and interest along with any unscheduled principal prepayments on the underlying
mortgages.  Because these scheduled and unscheduled  principal payments must be
reinvested  at prevailing  interest  rates,  mortgage-backed  securities do not
provide  an  effective  means of locking in  long-term  interest  rates for the
investor.  Like other fixed income  securities,  when interest  rates rise, the
value of a  mortgage-backed  security  generally  will decline;  however,  when
interest  rates are declining,  the value of  mortgage-backed  securities  with
prepayment features may not increase as much as other fixed income securities.

Mortgage-backed  securities also include  collateralized  mortgage  obligations
(CMOs).  CMOs are obligations fully  collateralized by a portfolio of mortgages
or  mortgage-related  securities.  CMOs are divided into pieces (tranches) with
varying maturities. The cash flow from the 

                                      25
<PAGE>

underlying  mortgages  is used to pay off  each  tranche  separately.  CMOs are
designed to provide  investors with more  predictable  maturities  than regular
mortgage  securities but such maturities can be difficult to predict because of
the  effect of  prepayments.  Failure to  accurately  predict  prepayments  can
adversely affect the Fund's return on these investments.  CMOs may also be less
marketable than other securities.

Asset-backed  securities  represent a  participation  in, or are secured by and
payable  from, a stream of payments  generated by  particular  assets,  such as
credit card,  motor vehicle,  or trade  receivables.  They may be  pass-through
certificates,  which  have  characteristics  very  similar  to  mortgage-backed
securities,  discussed  above.  They may  also be in the  form of  asset-backed
commercial paper, which is issued by a special purpose entity, organized solely
to issue the  commercial  paper and to purchase  interests  in the assets.  The
credit quality of these  securities  depends  primarily upon the quality of the
underlying assets and the level of credit support and enhancement provided.

MASTER DEMAND NOTES

We may invest the Fund's assets in master demand notes,  which are  obligations
that permit the investment of fluctuating amounts by the Fund, at varying rates
of interest  using direct  arrangements  between the Fund,  as lender,  and the
borrower.  These notes permit daily changes in the amounts  borrowed.  The Fund
has the right to increase  the amount under the note at any time up to the full
amount  provided  by the note  agreement,  or to decrease  the amount,  and the
borrower  may  repay  up to the  full  amount  of  the  note  without  penalty.
Frequently,  such  obligations are secured by letters of credit or other credit
support arrangements  provided by banks. Because master demand notes are direct
lending  arrangements  between  the  lender  and  borrower,  these  instruments
generally will not be traded,  and there  generally is no secondary  market for
these notes,  although they are redeemable  (and  immediately  repayable by the
borrower) at face value, plus accrued interest, at any time. We will invest the
Fund's  assets in master  demand  notes  only if the Board of  Trustees  or its
delegate has determined that they are of credit quality  comparable to the debt
securities in which the Fund generally may invest.

ILLIQUID SECURITIES

We may  invest  up to 15% of the  Fund's  net  assets in  securities  which are
illiquid.  Illiquid  securities are those securities that cannot be disposed of
in the ordinary course of business,  seven days or less, at  approximately  the
value at which the Fund has valued the securities.

AMERICAN DEPOSITARY RECEIPTS (ADRS)

We may invest the Fund's assets in ADRs which are foreign shares held by a U.S.
bank which issues a receipt  evidencing  ownership.  Dividends are paid in U.S.
dollars.

GLOBAL DEPOSITARY RECEIPTS (GDRS)

We may invest the Fund's assets in GDRs which are foreign shares held by a U.S.
or foreign bank which issues a receipt evidencing ownership. Dividends are paid
in U.S. dollars.

                                      26
<PAGE>

                                   APPENDIX B

USAA Family of No-Load Mutual Funds

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

     FUND
  TYPE/NAME                     VOLATILITY
=================================================
CAPITAL APPRECIATION
Aggressive Growth               Very high
Emerging Markets (1)            Very high
First Start Growth              Moderate to high
Gold (1)                        Very high
Growth                          Moderate to high
Growth & Income                 Moderate
International (1)               Moderate to high
S&P 500 Index (2)               Moderate
Science & Technology            Very high
World Growth (1)                Moderate to high
=================================================
ASSET ALLOCATION
Balanced Strategy (1)           Moderate
Cornerstone Strategy (1)        Moderate
Growth and Tax Strategy         Moderate
Growth Strategy (1)             Moderate to high
Income Strategy                 Low to moderate
=================================================
INCOME -- TAXABLE
GNMA                            Low to moderate
Income                          Moderate
Income Stock                    Moderate
Short-Term Bond                 Low
=================================================
INCOME -- TAX EXEMPT
Long-Term (3)                   Moderate
Intermediate-Term (3)           Low to moderate
Short-Term (3)                  Low
State Bond/Income (3, 4)        Moderate
=================================================
MONEY MARKET 
Money Market (5)                Very low
Tax Exempt Money Market (3, 5)  Very low
Treasury Money Market Trust (5) Very low
State Money Market (3, 4, 5)    Very low
=================================================

1  FOREIGN INVESTING IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY 
   FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY.
2  S&P(R) IS A TRADEMARK OF THE MCGRAW-HILL COMPANIES, INC., AND HAS BEEN
   LICENSED FOR USE. THE PRODUCT IS NOT SPONSORED, SOLD OR PROMOTED BY STANDARD
   & POOR'S, AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE 
   ADVISABILITY OF INVESTING IN THE PRODUCT.
3  SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.
4  CALIFORNIA, FLORIDA, NEW YORK, TEXAS, AND VIRGINIA FUNDS ARE OFFERED ONLY 
   TO RESIDENTS OF THOSE STATES.
5  AN INVESTMENT IN A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY 
   THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL BE 
   ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.

                                      27
<PAGE>

If you would like more information about the Fund, you may call  1-800-531-8181
to request a free copy of the Fund's Statement of Additional Information (SAI),
Annual or Semiannual  Report, or to ask other questions about the Fund. The SAI
has been filed with the Securities and Exchange Commission (SEC) and is legally
a part  of the  Prospectus.  In the  Fund's  Annual  Report,  you  will  find a
discussion  of  the  market   conditions   and   investment   strategies   that
significantly affected the Fund's performance during the last fiscal year.

To view these documents,  along with other related documents, you can visit the
SEC's  Internet  web  site  (http://www.sec.gov)  or  the  Commission's  Public
Reference Room in Washington,  D.C.  Information on the operation of the public
reference room can be obtained by calling 1-800-SEC-0330.  Additionally, copies
of this  information  can be obtained,  for a  duplicating  fee, by writing the
Public Reference Section of the Commission, Washington, D.C. 20549-6009.

                INVESTMENT ADVISER, UNDERWRITER AND DISTRIBUTOR
                       USAA Investment Management Company
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                 TRANSFER AGENT
                       USAA Shareholder Account Services
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                   CUSTODIAN
                      State Street Bank and Trust Company
                                 P.O. Box 1713
                          Boston, Massachusetts 02105
                         ------------------------------
                           TELEPHONE ASSISTANCE HOURS
                         Call toll free - Central Time
                     Monday - Friday 8:00 a.m. to 8:00 p.m.
                        Saturdays 8:30 a.m. to 5:00 p.m.
                         ------------------------------
                   FOR ADDITIONAL INFORMATION ON MUTUAL FUNDS
                   1-800-531-8181, (in San Antonio) 456-7211
                For account servicing, exchanges or redemptions
                   1-800-531-8448, (in San Antonio) 456-7202
                         ------------------------------
                       RECORDED MUTUAL FUND PRICE QUOTES
                        24-Hour Service (from any phone)
                   1-800-531-8066, (in San Antonio) 498-8066
                         ------------------------------
                           MUTUAL FUND TOUCHLINE (R)
                          (from Touchtone phones only)
              For account balance, last transaction or fund prices
                   1-800-531-8777, (in San Antonio) 498-8777

                   Investment Company Act File No. 811-4019

<PAGE>

                                USAA CORNERSTONE
                                 STRATEGY FUND

                                   Prospectus
                                October 1, 1998

As with other mutual funds,  the  Securities  and Exchange  Commission  has not
approved  or  disapproved  of this Fund's  shares or  determined  whether  this
prospectus  is  accurate  or  complete.  Anyone  who  tells  you  otherwise  is
committing a crime.

                               TABLE OF CONTENTS

What is the Fund's Investment Objective and Main Strategy?...... 2
Main Risks of Investing in This Fund............................ 2
Is This Fund for You?........................................... 3
Could the Value of Your Investment In This Fund Fluctuate?...... 3
Fees and Expenses............................................... 5
Fund Investments................................................ 6
Fund Management.................................................13
Using Mutual Funds in an Asset Allocation Program...............15
How to Invest...................................................18
Important Information About Purchases and Redemptions...........21
Exchanges.......................................................21
Shareholder Information.........................................22
Financial Highlights............................................25
Appendix A .....................................................26
Appendix B .....................................................28

<PAGE>

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

WHAT IS THE FUND'S INVESTMENT OBJECTIVE AND MAIN STRATEGY?

The Fund's  investment  objective is to achieve a positive,  inflation-adjusted
rate of return and a reasonably stable value of Fund shares, thereby preserving
purchasing power of shareholders' capital. Using pre-set target ranges, we will
invest the Fund's assets mostly in stocks, divided into the categories of basic
value,  international,  foreign,  real estate,  and gold,  and to a much lesser
extent in U.S. Government securities.

In view of the risks inherent in all  investments  in  securities,  there is no
assurance that the Fund's  objective will be achieved.  See FUND INVESTMENTS on
page 6 for more information.

MAIN RISKS OF INVESTING IN THIS FUND

The primary  risks of  investing in this Fund are market  risk,  interest  rate
risk,  and the  unique  risks of  investing  in  foreign  stocks,  real  estate
investment trusts (REITs), and gold mining companies.

o   MARKET RISK involves the possibility that the Fund's  investments in stocks
    will decline because of  falls in the stock  market, reducing  the value of
    individual  company's  stocks,  regardless  of the success or failure of an
    individual company's operations.

o   INTEREST  RATE RISK involves the  possibility  that the value of the Fund's
    investments  in  U.S.  Government  securities  will  decline because of  an
    increase in interest rates.

    IF INTEREST  RATES  INCREASE:  the yield of the Fund may  increase  and the
    market  value of the  Fund's  securities  will  likely  decline,  adversely
    affecting the net asset value and total return.

    IF INTEREST  RATES  DECREASE:  the yield of the Fund may  decrease  and the
    market  value of the Fund's  securities  may  increase,  which would likely
    increase the Fund's net asset value and total return.

o   FOREIGN INVESTING RISK involves the possibility that the Fund's investments
    in  foreign  stock  will  decrease   because  of  currency   exchange  rate
    fluctuations,  increased price volatility,  uncertain political conditions,
    and other factors.

o   REIT RISK involves the  possibility  that the Fund's  investments  in REITs
    will decrease because of a decline in real estate values.

                                       2
<PAGE>

o   GOLD MINING RISK involves the risk that the value of the Fund's investments
    in gold mining  securities will decrease because of a decrease in the value
    of gold.

Another risk of the Fund described later in the Prospectus is rebalancing risk.
As with other mutual funds,  losing money is an additional risk associated with
investing in this Fund.

As you consider an investment  in this Fund,  you should also take into account
your tolerance for the daily  fluctuations of the financial markets and whether
you can afford to leave your money in the  investment  for long periods of time
to ride out down periods.

An  investment  in this Fund is not a deposit of USAA Federal  Savings Bank, or
any other  bank,  and is not  insured  or  guaranteed  by the  Federal  Deposit
Insurance Corporation or any other government agency.

[CAUTION LIGHT]
Look for this symbol throughout the Prospectus. We use it to mark more detailed
information about the main risks you will face as a Fund shareholder.

IS THIS FUND FOR YOU?

This Fund might be appropriate as part of your investment portfolio if . . .

|X| You are  seeking a fund  that will  diversify  your  holdings  among a wide
    variety of investment categories.
|X| You are willing to accept moderate risk.
|X| You are willing to take some exposure to the stock market.
|X| You are seeking an appropriate investment for an IRA, through a 401(k) plan
    or 403(b) plan, or other tax-sheltered account.

This Fund MAY NOT be appropriate as part of your investment portfolio if . . .

|X| You need steady income.
|X| You are unable or reluctant to invest for a period of five years or more.
|X| You are unwilling to take greater risk for long-term goals.
|X| You need an investment that provides tax free income.

COULD THE VALUE OF YOUR INVESTMENT IN THIS FUND FLUCTUATE?

Yes, it could.  In fact,  the value of your  investment in the Fund will likely
increase  or  decrease.  The bar chart shown on the next page  illustrates  the
Fund's volatility and performance from year to year for the past ten years.

                                       3
<PAGE>

TOTAL RETURN

All mutual funds must use the same formula to calculate total return.

                                  TOTAL RETURN
                                  MEASURES THE
                                  PRICE CHANGE
                                   IN A SHARE
                                  ASSUMING THE
                                  REINVESTMENT
                                OF ALL DIVIDEND
                                   INCOME AND
                                  CAPITAL GAIN
                                 DISTRIBUTIONS.

[BAR CHART]
    CALENDAR        TOTAL RETURN
      YEAR           PERCENTAGE
     1988                8.38
     1989               21.94
     1990               -9.20
     1991               16.23
     1992                6.35
     1993               23.73
     1994               -1.05
     1995               18.40
     1996               17.87
     1997               15.64

    THE FUND'S TOTAL RETURN FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 1998, WAS 
    5.92%.

During the  periods  shown in the bar chart,  the  highest  total  return for a
quarter was 10.06%  (quarter ending March 31, 1993) and the lowest total return
for a quarter was -7.08% (quarter ending September 30, 1990).

The table  below  shows how the Fund's  average  annual  returns  for the one-,
five-,  and ten-year  periods as well as the life of the Fund compared to those
of a broad-based securities market index. Remember, historical performance does
not necessarily indicate what will happen in the future.

 ===========================================================================
 Average Annual Total Returns
 (for the periods ending       Past       Past         Past          Life of
 December 31, 1997)           1 Year     5 Years     10 Years         Fund
 ===========================================================================
 Cornerstone Strategy Fund    15.64%     14.59%       11.35%        12.96%
 ---------------------------------------------------------------------------
 S&P 500 Index*               33.35%     20.25%       18.02%        18.10%
 ===========================================================================
  * THE  S&P  500  INDEX  IS  A  BROAD-BASED  COMPOSITE  UNMANAGED  INDEX  THAT
    REPRESENTS  THE  AVERAGE   PERFORMANCE  OF  A  GROUP  OF  500  WIDELY-HELD,
    PUBLICLY-TRADED STOCKS.

                              [TELEPHONE GRAPHIC]
                                 TOUCHLINE (R)
                                 1-800-531-8777
                                     PRESS
                                       1
                                      THEN
                                       1
                                      THEN
                                     5 1 #

Please  consider  performance  information  in light of the  Fund's  investment
objective and policies and market  conditions during the reported time periods.
Again,  you must  remember that  historical  performance  does not  necessarily
indicate what will happen in the future.  The value of your shares may go up or
down. For the most current price and return  information for this Fund, you may
call TouchLine(R) at 1-800-531-8777. Press 1 for the

                                       4
<PAGE>

Mutual Fund Menu,  press 1 again for prices and returns.  Then,  press 51# when
asked for the Fund Code.

                                   NEWSPAPER
                                     SYMBOL
                                    CrnstStr

                                     TICKER
                                     SYMBOL
                                     USCRX

You can also find the most current price of your shares in the business section
of your newspaper in the mutual fund section under the heading "USAA Group" and
the symbol "CrnstStr." If you prefer to obtain this information from an on-line
computer service, you can do so by using the ticker symbol "USCRX."

FEES AND EXPENSES

This summary  shows what it will cost you directly or  indirectly  to invest in
the Fund.

Shareholder Transaction Expenses -- Fees You Pay Directly

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

Annual Fund Operating Expenses -- Fees You Pay Indirectly

Fund  expenses  come out of the Fund's  assets and are  reflected in the Fund's
share price and dividends.  "Other Expenses" include expenses such as custodian
and transfer agent fees. The figures below show actual expenses during the past
fiscal year ended May 31, 1998,  and are  calculated as a percentage of average
net assets.

                                  12B-1 FEES -
                                  SOME MUTUAL
                                  FUNDS CHARGE
                                   THESE FEES
                                   TO PAY FOR
                                  ADVERTISING
                                   AND OTHER
                                COSTS OF SELLING
                                  FUND SHARES.

       Management Fees                            .75%
       Distribution (12b-1) Fees                  None
       Other Expenses                             .26%
                                                 -----
       Total Annual Fund Operating Expenses      1.01%
                                                 =====

Example of Effect of the Fund's Operating Expenses

This  example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual  funds.  Although  your actual costs
may be higher or lower,  you  would  pay the  following  expenses  on a $10,000
investment,  assuming (1) 5% annual return,  (2) the Fund's operating  expenses
remain  the  same,  and (3) you  redeem  all of your  shares  at the end of the
periods shown.

                 1 year........... $  103
                 3 years..........    322
                 5 years..........    558
                10 years..........  1,236

                                       5
<PAGE>

FUND INVESTMENTS

Principal Investment Strategies and Risks

   Q    What is the Fund's principal investment strategy?

   A    The Fund's  principal  investment  strategy is to provide a diversified
        investment  program  within one mutual  fund by  allocating  the Fund's
        assets in each of the following investment  categories according to the
        following targeted ranges. Securities are classified by category at the
        time of purchase.

        [PIE CHART]
                                          PERCENTAGE TARGET RANGE OF NET ASSETS
        INVESTMENT CATEGORY
          BASIC VALUE STOCKS                               22-28%
          U.S. GOVERNMENT SECURITIES                       22-28%
          INTERNATIONAL STOCKS                             22-28%
          REAL ESTATE SECURITIES                           22-28%
          GOLD SECURITIES                                   0-10%

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

   Q    Why are stocks and bonds mixed in the same Fund?

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

   Q    How are the investment categories and target ranges selected?

   A    The  investment  categories  and the target  ranges  were  selected  to
        provide  investors  with a  diversified  investment  in a single mutual
        fund. The Basic Value Stocks category was selected to provide

                                       6
<PAGE>

        appreciation during rising stock market conditions and to stabilize the
        value of the Fund during adverse market conditions. The U.S. Government
        Securities  category  was  selected to provide  safety of  principal in
        periods of deflation. The International Stocks category was selected to
        provide  the  potential  for  appreciation  during  periods  of adverse
        economic and market  conditions in the United  States.  The Real Estate
        and Gold  Securities  categories  were  selected  to provide a positive
        total return during inflationary periods.

        However, as a temporary defensive measure because of market,  economic,
        political, or other conditions,  we may invest up to 100% of the Fund's
        assets in  investment-grade,  short-term  debt  instruments,  which may
        result in the Fund not achieving its  investment  objective  during the
        time it is in this temporary defensive posture.

   Q    What actions are taken to keep the Fund's asset allocations  within the
        target ranges?

   A    If market  action  causes the actual  assets of the Fund in one or more
        investment  categories  to  move  outside  the  ranges,  we  will  make
        adjustments to rebalance the portfolio.  In general,  we will rebalance
        the portfolio at least once during each  quarter.  In  rebalancing  the
        Fund's  portfolio,  we will buy or sell securities to return the actual
        allocation  of the  Fund's  assets to within  its  target  ranges.  For
        example,  the Fund's  portfolio  could begin a quarter  with its assets
        allocated  25% in the  Basic  Value  Stocks  category,  25% in the U.S.
        Government  Securities  category,   22%  in  the  International  Stocks
        category,  22% in the Real Estate  Securities  category,  and 6% in the
        Gold  Securities  category.  During the quarter,  a strong stock market
        coupled with a weak real estate market could leave the  portfolio  with
        30% in the Basic  Value  Stocks  category,  25% in the U.S.  Government
        Securities category,  25% in the International Stocks category,  10% in
        the Real Estate  Securities  category,  and 10% in the Gold  Securities
        category.  In this case,  we would sell Basic Value  Stocks and use the
        proceeds to buy more real estate securities in order to bring the Basic
        Value Stocks and the Real Estate Securities back to within their target
        ranges.

[CAUTION LIGHT]
REBALANCING  RISKS. In purchasing and selling  securities in order to rebalance
its portfolio,  the Fund will pay more in brokerage  commissions  than it would
without a rebalancing  policy.  As a result of the need to rebalance,  the Fund
also has less  flexibility  in the timing of purchases  and sales of securities
than it would otherwise. While we attempt to minimize any adverse impact to the
Fund or its shareholders, the Fund may have a higher

                                       7
<PAGE>

proportion of capital gains and a lower return than a fund that does not have a
rebalancing policy.

Basic Value Stocks

   Q    What defines Basic Value Stocks?

   A    Basic Value Stocks will include  common stocks of U.S.  companies  with
        one or more of the following characteristics when purchased:

        o the price  earnings  ratio is lower than the price  earnings ratio of
          the S&P 500;
        o the price per share is lower than the book value per share;
        o the dividend  yield is higher than the dividend yield of the S&P 500;
          or
        o the company has assets  with a  perceived  market  value in excess of
          book value.

        Loss of these  characteristics  will not necessarily result in the sale
        of securities in this investment category.

[CAUTION LIGHT]
MARKET RISK. Because this Fund invests in stocks, it is subject to stock market
risk. Stock prices in general may decline over short or even extended  periods,
regardless  of the success or failure of an  individual  company's  operations.
Stock markets tend to run in cycles,  with periods when stock prices  generally
go up, known as "bull"  markets,  and periods  when stock  prices  generally go
down,  referred to as "bear" markets.  Stocks tend to go up and  down more than
bonds.

   Q    How are the decisions to buy and sell Basic Value Stocks made?

   A    We appraise a stock's price in relation to the company's earnings, cash
        flow,  book value,  and yield.  We also  consider  various  qualitative
        factors such as the number of shares the company's management owns, the
        attitude of investors in general toward the company, and the quality of
        management.  

        We use the same  criteria in deciding  which  securities  to sell.  For
        example,  when a  company's  shares  sell  well  above  their  relative
        historical levels, we may decide to sell the stock.

                                       8
<PAGE>

U.S. Government Securities

   Q    What role do U.S Government Securities play in the Fund's portfolio?

   A    The U.S.  Government  Securities  investment  category  is  intended to
        provide both liquidity and interest income with limited credit risk.
        
[CAUTION LIGHT]
INTEREST RATE RISK. As a mutual fund investing in bonds, the Fund is subject to
the risk that the  market  value of the bonds  will  decline  because of rising
interest rates. Bond prices are linked to the prevailing market interest rates.
In  general,  when  interest  rates  rise,  the  prices of bonds  fall and when
interest rates fall, bond prices generally rise. The price volatility of a bond
also depends on its maturity. Generally, the longer the maturity of a bond, the
greater its  sensitivity to interest  rates.  To compensate  investors for this
higher risk,  bonds with longer  maturities  generally offer higher yields than
bonds with shorter maturities.

   Q    What types of U.S.  Government  Securities  are  included in the Fund's
        portfolio?

   A    The U.S. Government  Securities in the Fund's portfolio will consist of
        securities, without specific maturity requirements or limits, issued or
        guaranteed as to both  principal  and interest by the U.S.  Government,
        its agencies,  or  instrumentalities.  Examples of these securities are
        U.S.  Treasury  bills,  notes and bonds,  and securities  issued by the
        Federal  Farm Credit  Banks,  Federal Home Loan  Mortgage  Corporation,
        Federal National Mortgage Association, and Government National Mortgage
        Association.

        Additionally,  the Fund may  invest  the  Fund's  assets in  repurchase
        agreements  collateralized  by securities of the U.S.  Government or by
        its agencies or instrumentalities.

   Q    How are the decisions to buy and sell U.S. Government Securities made?

   A    We  search  for  securities  which  represent  value at the time  given
        current  market  conditions.  Since credit quality is not an issue with
        Government  Securities,  we determine value by weighing  current return
        with risk of  principal  due to  potential  changes in interest  rates.
        Generally speaking,  the longer the maturity of a bond, the greater the
        value will change with changes in interest rates, either up or down. We
        will sell securities as needed to provide  liquidity 

                                      9
<PAGE>

        for  the Fund or to change the potential return characteristics of this
        investment category.

International Stocks

   Q    What role do International stocks play in the Fund's portfolio?

   A    From time to time,  the U.S. and foreign  stock  markets may  fluctuate
        independently  of each other.  In other words,  a decline in one market
        may, in certain circumstances, be offset by a rise in the other market.
        In addition,  foreign equity markets may provide attractive returns not
        otherwise available in the U.S. markets.

   Q    What is considered to be a "foreign company?"

   A    A foreign company is one organized under the laws of a foreign country;
        and it must also have one of the following additional characteristics:

        o the principal  trading market for the stock is in a foreign  country;
          or
        o at least 50% of its revenues or profits are derived  from  operations
          within foreign countries; or
        o at least 50% of its assets are located within foreign countries.

                                 ADR - FOREIGN
                                 SHARES HELD BY
                                  A U.S. BANK
                                  WHICH ISSUES
                                   A RECEIPT
                                   EVIDENCING
                                   OWNERSHIP.
                                 DIVIDENDS ARE
                                  PAID IN U.S.
                                    DOLLARS.

                                 GDR - FOREIGN
                                 SHARES HELD BY
                                   A U.S. OR
                                 FOREIGN BANK
                                 WHICH ISSUES
                                   A RECEIPT
                                   EVIDENCING
                                   OWNERSHIP.
                                 DIVIDENDS ARE
                                  PAID IN U.S.
                                   DOLLARS.

[CAUTION LIGHT]
FOREIGN   INVESTING.  Investing  in  foreign  securities,   including  American
Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs),  poses unique
risks:  currency  exchange  rate  fluctuations;   foreign  market  illiquidity;
increased price  volatility;  exchange control  regulations;  foreign ownership
limits; different accounting, reporting, and disclosure requirements; political
instability; and difficulties in obtaining legal judgments. In the past, equity
and debt instruments of foreign markets have been more volatile than equity and
debt instruments of U.S. securities markets.

o  EMERGING  MARKETS  RISK.  A  country  that is in the  initial  stages of its
   industrial   cycle  is  considered  to  be  an  emerging   markets  country.
   Investments in developing  countries involve exposure to economic structures
   that are generally  less diverse and mature than in the United States and to
   political  systems  which  may be  less  stable.  In the  past,  markets  of
   developing  countries  have been more volatile than the markets of developed
   countries.

o  POLITICAL  RISK.  Political  risk  includes  a greater  potential  for coups
   d'etat,  revolts,  and  expropriation  by  governmental  organizations.  For
   example, we may invest the Fund's assets in Eastern Europe and former
  
                                      10
<PAGE>

states of the Soviet  Union  (also  known as the  Commonwealth  of  Independent
States  or CIS).  These  countries  were  under  communist  systems  which  had
nationalized  private industry.  There is no guarantee that nationalization may
not occur  again in this  region or others in which we may  invest  the  Fund's
assets, in which case, we may lose all or part of the Fund's investment in that
country's issuers.

   Q    How are the decisions to buy and sell International Stocks made?

   A    We review countries and regions for economic and political stability as
        well as future prospects. Then we research individual companies looking
        for favorable valuations,  growth prospects, quality of management, and
        industry outlook. Securities are sold if we believe they are overvalued
        or if the economic or political outlook significantly deteriorates.

Real Estate Securities

   Q    What role do Real Estate Securities play in the Fund's portfolio?

   A    We believe  that  diversified  investments  linked to real estate are a
        good hedge during an inflationary environment.

   Q    What  types  of real  estate  securities  are  included  in the  Fund's
        portfolio?

   A    Investments in this category will consist primarily of common stocks of
        real estate investment trusts (REITs) and U.S.  companies which operate
        as real  estate  corporations  or which have a  significant  portion of
        their assets in real estate. We will evaluate the nature of a company's
        real estate holdings to determine  whether the Fund's investment in the
        company's common stock will be included in this category.  In addition,
        we may also invest in preferred  stocks,  securities  convertible  into
        common  stocks,  and  securities  which  carry the right to buy  common
        stocks of REITs and real  estate  companies.  The Fund will not acquire
        any direct ownership of real estate.

[CAUTION LIGHT]
REITs.  Investing  in REITs  may  subject  the  Fund to many of the same  risks
associated  with the direct  ownership of real estate.  Additionally, REITs are
dependent  upon  the  capabilities  of  the  REIT   manager(s),   have  limited
diversification, and could be significantly impacted by changes in tax laws.

                                      11
<PAGE>

   Q    How are the decisions to buy and sell Real Estate Securities made?

   A    We look for well-managed and prudently financed companies that own high
        quality  properties,  have the potential to grow per share cash flow at
        an above average rate, and that sell at reasonable valuation levels. We
        will sell these securities when they no longer meet these criteria.

Gold Securities

   Q    What role do Gold Securities play in the Fund's portfolio?

   A    Gold  Securities  have been selected for their  perceived  potential to
        increase in value during inflationary periods.

   Q    What types of gold securities are included in the Fund's portfolio?

   A    In this  category,  we will invest at least 80% of the assets in equity
        securities  of  companies  principally  engaged  in  gold  exploration,
        mining, or processing.  The remaining investments in this category will
        consist of equity  securities of companies  similarly  engaged in other
        precious  metals and minerals.  These  securities may consist of common
        stocks,  preferred stocks,  securities  convertible into common stocks,
        and securities which carry the right to buy common stocks.

GOLD MINING RISK.  Gold mining  securities involve  additional  risk because of
gold's price  volatility  and the increased  impact such  volatility has on the
profitability  of gold mining  companies.  However,  since the market action of
such  securities  has tended to move  independently  of the  broader  financial
markets,  the addition of gold mining securities to an investor's portfolio may
reduce overall fluctuations in portfolio value.

   Q    How are the decisions to buy and sell Gold Securities made?

   A    We look for well-managed and prudently financed low-cost producers with
        good  production or reserve  growth  potential  that sell at reasonable
        valuations on a risk-adjusted basis. We will sell these securities when
        they no longer meet these criteria.

For additional  information  about other  securities in which we may invest the
Fund's assets, see APPENDIX A on page 26.

                                      12
<PAGE>

FUND MANAGEMENT

The Trust has retained us, USAA Investment  Management Company, to serve as the
manager and  distributor  for the Trust. We are an affiliate of United Services
Automobile   Association  (USAA),  a  large,   diversified  financial  services
institution.  As of the  date  of this  Prospectus,  we had  approximately  $37
billion  in  total  assets  under  management.  Our  mailing  address  is  9800
Fredericksburg Road, San Antonio, TX 78288.

We provide management  services to the Fund pursuant to an Advisory  Agreement.
We are responsible for managing the Fund's  portfolio  (including  placement of
brokerage  orders) and its business  affairs,  subject to the  authority of and
supervision  by the Board of Trustees.  For our  services,  the Fund pays us an
annual fee.  This fee was  computed  and paid at  three-fourths  of one percent
(.75%) of average  net assets for the fiscal year ended May 31,  1998.  We also
provide   services  related  to  selling  the  Fund's  shares  and  receive  no
compensation for those services.

Although our officers and employees,  as well as those of the Trust, may engage
in personal securities transactions, they are restricted by the procedures in a
Joint Code of Ethics adopted by the Trust and us.

Portfolio Transactions

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

Portfolio Managers

The following individuals are primarily responsible for managing the Fund:

Basic Value Stocks

[PHOTOGRAPH OF PORTFOLIO MANAGER]
R. DAVID ULLOM
R. David Ullom,  Assistant Vice President of Equity Investments,  is the Fund's
asset  allocation  manager and has managed  the Basic Value  Stocks  investment
category since August 1998. He has 23 years  investment  management  experience
and has worked for us for 12 years.  Mr. Ullom earned the  Chartered  Financial
Analyst  (CFA)  designation  in 1980 and is a  member  of the  Association  for
Investment  Management  and  Research  (AIMR)  and  the San  Antonio  Financial
Analysts  Society,  Inc. (SAFAS).  He holds an MBA from Washington  University,
Missouri, and a BS from Oklahoma State University.

                                      13
<PAGE>

U.S. Government Securities

[PHOTOGRAPH OF PORTFOLIO MANAGER]
JOHN W. SAUNDERS, JR.
John W. Saunders,  Jr., Senior Vice President of Fixed Income Investments,  has
managed the U.S. Government  Securities investment category since October 1985.
He has 29 years investment  management  experience and has worked for us for 28
years. Mr. Saunders earned the Chartered Financial Analyst (CFA) designation in
1976 and  is a  member of AIMR and  SAFAS.  He  holds a BS from Portland  State
University, Oregon.

International Stocks

[PHOTOGRAPH OF PORTFOLIO MANAGERS]
                FROM L TO R: ALBERT C. SEBASTIAN, DAVID G. PEEBLES, 
                             AND W. TRAVIS SELMIER, II

David G.  Peebles,  Vice  President  of  Equity  Investments,  has  managed  or
co-managed the International Stocks investment category since December 1994. He
has 32 years  investment  management  experience  and has  worked for us for 14
years.  Mr. Peebles earned the CFA designation in 1971 and is a member of AIMR,
SAFAS, and the International  Society of Financial Analysts (ISFA). He holds an
MBA and BS from Texas Christian University.

Albert C.  Sebastian and W. Travis  Selmier,  II,  co-manage the  International
Stocks  investment  category with Mr.  Peebles.  Mr.  Peebles  coordinates  the
activities of the managers.

                                      14
<PAGE>

Albert C.  Sebastian,  Assistant  Vice  President  of Equity  Investments,  has
co-managed the International  Stocks investment category since October 1996. He
has 14 years investment  management  experience and has worked for us for seven
years.  Mr.  Sebastian  earned the CFA  designation  in 1989 and is a member of
AIMR, SAFAS, and ISFA. He holds an MBA from the University of Michigan and a BA
from Holy Cross College, Massachusetts.

W. Travis  Selmier,  II,  Assistant Vice President of Equity  Investments,  has
co-managed the International  Stocks investment category since October 1996. He
has 11 years investment  management  experience and has worked for us for seven
years.  Mr. Selmier earned the CFA designation in 1990 and is a member of AIMR,
SAFAS,  and ISFA. He holds an MBA from Indiana  University,  a  Certificate  of
Proficiency from Sophia University Japanese Language Institute, Japan, and a BA
from the University of California at Santa Barbara.

GOLD AND REAL ESTATE SECURITIES

[PHOTOGRAPH OF PORTFOLIO MANAGER]
MARK W. JOHNSON
Mark W. Johnson,  Assistant Vice President of Equity  Investments,  has managed
the Gold  Securities and Real Estate  Securities  investment  categories  since
January 1994. He has 24 years investment  management  experience and has worked
for us for ten years.  Mr. Johnson earned the CFA  designation in 1978 and is a
member  of AIMR and  SAFAS.  He holds an MBA and a BBA from the  University  of
Michigan.

USING MUTUAL FUNDS IN AN ASSET ALLOCATION PROGRAM

I. The Idea Behind Asset Allocation

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

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

                                      15
<PAGE>

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

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

II. Using Asset Allocation in an Investment Program

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

III. USAA's Series of Asset Strategy Funds

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

                                      16
<PAGE>

===============================================================================
Fund                   Investment Objective                  Invests In
===============================================================================
Income           Seek high current return, with           bonds and stocks
Strategy         reduced risk over time, through an
Fund             asset allocation strategy which
                 emphasizes income and gives
                 secondary emphasis to long-term
                 growth of capital.

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

Balanced         Seek high total return, with reduced     stocks and bonds
Strategy         risk over time, through an asset
Fund             allocation strategy that seeks a
                 combination of long-term growth of
                 capital and current income.

Cornerstone      Achieve a positive inflation-adjusted    basic value stocks,
Strategy         rate of return and a reasonably stable   international stocks,
Fund             value of Fund shares, thereby            government 
                 preserving purchasing power of           securities, real 
                 shareholders' capital.                   estate securities, 
                                                          and gold securities

Growth           Seek high total return, with reduced     small and large cap
Strategy         risk over time, through an asset         stocks, bonds, and
Fund             allocation strategy which emphasizes     international stocks
                 capital appreciation and gives
                 secondary emphasis to income.
===============================================================================

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

                                      17
<PAGE>

HOW TO INVEST

Purchase of Shares

OPENING AN ACCOUNT

You may open an account and make an investment  as described  below by mail, in
person,  bank wire,  electronic  funds  transfer  (EFT),  or phone. A complete,
signed  application is required for each new account.  However,  after you open
your initial account with us, you will not need to fill out another application
unless the registration is different.

TAX ID NUMBER

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

EFFECTIVE DATE

When you make a purchase, your purchase price will be the net asset value (NAV)
per share next  determined  after we receive your  request in proper form.  The
Fund's NAV is determined at the close of the regular trading session (generally
4:00 p.m. Eastern Time) of the New York Stock Exchange (NYSE) each day the NYSE
is open.  If we receive  your  request  and  payment  prior to that time,  your
purchase price will be the NAV per share determined for that day. If we receive
your  request or payment  after the NAV per share is  calculated,  the purchase
will be effective on the next business day. If you plan to purchase Fund shares
with a foreign check, we suggest you convert your foreign check to U.S. dollars
prior to  investment  in the Fund.  This will  avoid a  potential  delay in the
effective date of your purchase of up to four to six weeks. Furthermore, a bank
charge may be assessed in the clearing process, which will be deducted from the
amount of the purchase.

MINIMUM INVESTMENTS

INITIAL PURCHASE

[MONEY GRAPHIC]
o   $3,000 [$500 Uniform Gifts/Transfers to Minors Act (UGMA/UTMA) accounts and
    $250 for  IRAs]  or no  initial  investment  if you  elect to have  monthly
    electronic  investments  of at least $50 each.  We may  periodically  offer
    programs   that   reduce  the  minimum   amounts  for  monthly   electronic
    investments.  Employees of USAA and its  affiliated  companies  may open an
    account through payroll  deduction for as little as $25 per pay period with
    no initial investment.

ADDITIONAL PURCHASES

o   $50

                                      18
<PAGE>

HOW TO PURCHASE

MAIL

[ENVELOPE GRAPHIC]
o   To open an account, send your application and check to:
       USAA Investment Management Company
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   To add to your account,  send your check and the "Invest by Mail" stub that
    accompanies your Fund's transaction confirmation to the Transfer Agent:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288

IN PERSON

[HANDSHAKE GRAPHIC]
o   To open an account, bring your application and check to:
       USAA Investment Management Company
       USAA Federal Savings Bank
       10750 Robert F. McDermott Freeway
       San Antonio, TX 78288

BANK WIRE

[WIRE GRAPHIC]
o   Instruct  your bank  (which may charge a fee for the  service)  to wire the
    specified amount to the Fund as follows:
       State Street Bank and Trust Company
       Boston, MA 02101
       ABA#011000028
       Attn: USAA Cornerstone Strategy Fund
       USAA Account Number: 69384998
       Shareholder(s) Name(s)______________________________________
       Shareholder(s) Mutual Fund Account Number___________________

ELECTRONIC FUNDS TRANSFER

[CALENDAR GRAPHIC]
o   Additional  purchases  on a  regular  basis  can  be  deducted  from a bank
    account, paycheck,  income-producing  investment, or USAA money market fund
    account.  Sign up for  these  services  when  opening  an  account  or call
    1-800-531-8448 to add these services.

PHONE 1-800-531-8448

[TELEPHONE GRAPHIC]
o   If you have an existing  USAA mutual fund  account and would like to open a
    new account or exchange to another  USAA Fund,  call for  instructions.  To
    open an account by phone,  the new account must have the same  registration
    as your existing account.

                                      19
<PAGE>

Redemption of Shares

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

We will send you your  money  within  seven days  after the  effective  date of
redemption.  Payment for redemption of shares purchased by EFT or check is sent
after the EFT or check has  cleared,  which  could  take up to 15 days from the
purchase date. If you are considering redeeming shares soon after purchase, you
should purchase by bank wire or certified check to avoid delay. Redemptions are
subject  to taxes  based on the  difference  between  the cost of  shares  when
purchased and the price received upon redemption.

In  addition,  the Trust  may  elect to  suspend  the  redemption  of shares or
postpone the date of payment in limited circumstances.

HOW TO REDEEM

WRITTEN, FAX, TELEGRAPH, OR TELEPHONE

[FAX MACHINE GRAPHIC]
o   Send your written instructions to:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   Send a signed fax to 1-800-292-8177, or send a telegram to USAA Shareholder
    Account Services.
o   Call toll free 1-800-531-8448, in San Antonio, 456-7202.

Telephone redemption privileges are automatically established when you complete
your application.  The Fund will employ  reasonable  procedures to confirm that
instructions  communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account,  the following  information is obtained:
(1) USAA number or account number, (2) the name(s) on the account registration,
and (3) social  security  number or tax  identification  number for the account
registration.  Additionally, all telephone communications with you are recorded
and confirmations of account transactions are sent to the address of record. If
you were issued stock  certificates  for your shares,  redemption by telephone,
fax, or  telegram  is not  available.

                                      20
<PAGE>

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

Investor's Guide to USAA Mutual Fund Services

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

Account Balance

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

Trust Rights

The Trust reserves the right to:

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

o   limit or  discontinue  the offering of shares of any portfolio of the Trust
    without notice to the shareholders;

o   require a  signature  guarantee  for  transactions  or  changes  in account
    information in those  instances  where the  appropriateness  of a signature
    authorization  is in  question.  The  Statement of  Additional  Information
    contains information on acceptable guarantors;

o   redeem an account with less than $900, with certain limitations.

EXCHANGES

Exchange Privilege

The exchange privilege is automatic when you complete your application. You may
exchange  shares  among Funds in the USAA Family of Funds,  provided you do not
hold these shares in stock certificate form and the shares to be acquired

                                      21
<PAGE>

are offered in your state of residence.  After the exchange  order is received,
the Fund's transfer agent will simultaneously  process exchange redemptions and
purchases  at  the  share  prices  next  determined.  The  investment  minimums
applicable to share  purchases also apply to exchanges.  For federal income tax
purposes,  an exchange  between Funds is a taxable event;  and as such, you may
realize a capital gain or loss.  Such capital  gains or losses are based on the
difference  between the cost of shares when  purchased  and the price  received
upon exchange.

The Fund has undertaken certain procedures regarding telephone  transactions as
described on page 20.

Exchange Limitations, Excessive Trading

To  minimize  Fund costs and to protect the Funds and their  shareholders  from
unfair expense burdens,  the Funds restrict excessive  exchanges.  The limit on
exchanges  out of any Fund in the USAA Family of Funds for each  account is six
per calendar  year (except  there is no  limitation on exchanges out of the Tax
Exempt Short-Term Fund,  Short-Term Bond Fund, or any of the money market funds
in the USAA Family of Funds).

SHAREHOLDER INFORMATION

Share Price Calculation

                                  NAV PER SHARE
                                     EQUALS
                                  TOTAL ASSETS
                                     MINUS
                                  LIABILITIES
                                   DIVIDED BY
                                  # OF SHARES
                                  OUTSTANDING

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

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.

Securities  trading in various  foreign markets may take place on days when the
NYSE is closed.  Further,  when the NYSE is open,  the  foreign  markets may be
closed.  Therefore, the calculation of the Fund's NAV may not take place at the
same time the prices of certain securities held by the Fund are determined.  In
most cases,  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 the Fund's NAV is  calculated  will not be  reflected  in the
Fund's NAV. If, however,  we determine that a particular event would materially
affect the Fund's NAV, then we, under the general supervision of

                                      22
<PAGE>

the  Board  of  Trustees,  will  use all  relevant,  available  information  to
determine a fair value for the affected portfolio securities.

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

Debt  securities  purchased  with  maturities  of 60 days or less are stated at
amortized  cost,  which  approximates  market value.  Other debt securities are
valued each  business  day at their  current  market value as  determined  by a
pricing service  approved by the Board of Trustees.  Securities which cannot be
valued by these methods, and all other assets, are valued in good faith at fair
value using methods we have  determined  under the general  supervision  of the
Board of Trustees.

For  additional  information  on how  securities  are valued,  see Valuation of
Securities in the Fund's Statement of Additional Information.

Dividends and Distributions

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

We  will   automatically   reinvest  all  income  dividends  and  capital  gain
distributions  are  automatically  reinvested,   unless  we  receive  different
instructions  from you.  The  share  price  will be the NAV of the Fund  shares
computed  on the  ex-dividend  date.  Any  income  dividends  or  capital  gain
distributions  paid by the Fund will  reduce the NAV per share by the amount of
the dividend or distribution.  These dividends and distributions are subject to
taxes.

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

Federal Taxes

This tax  information  is quite  general and refers to the  federal  income tax
provisions in effect as of the date of this Prospectus.  Note that the Taxpayer
Relief  Act  of  1997  and  the  technical   provisions   adopted  by  the  IRS
Restructuring  and Reform Act of 1998 may  affect the status and  treatment  of
certain  distributions  shareholders  receive  from  the  Fund.  We urge you to
consult  your tax adviser  about the status of  distributions  from the Fund in
your own state and locality.

SHAREHOLDER - Dividends from taxable net investment income and distributions of
net short-term capital gains are taxable to you as ordinary

                                      23
<PAGE>

income,  whether received in cash or reinvested in additional shares. A portion
of  these  dividends  may  qualify  for  the 70%  dividends-received  deduction
available to corporations.

Regardless  of the length of time you have held Fund shares,  distributions  of
net  long-term  capital  gains are taxable as long-term  capital  gains whether
received in cash or reinvested in additional shares. These distributions may be
taxable at  different  rates  depending on the length of time the Fund held the
applicable investment.

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

o   fails to furnish the Fund with a correct tax identification number,
o   underreports dividend or interest income, or
o   fails to certify that he or she is not subject to withholding.

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

REPORTING - The Fund will report information to you annually concerning the tax
status of dividends and distributions for federal income tax purposes.

Year 2000

Like other organizations around the world, the Fund could be adversely affected
if the computer systems used by the Fund, its service  providers,  or companies
in which the Fund invests do not  properly  process and  calculate  information
that relates to dates beginning on January 1, 2000, and beyond.  This situation
may occur because for many years computer  programmers  used only two digits to
describe  years, such as 98 for 1998. A program  written in this manner may not
work when it encounters the year 00. To confront this situation, USAA companies
have spent much  effort and money; and we expect to have our systems  ready for
the Year 2000 by mid-1999. In addition, we are actively assessing the Year 2000
readiness of our service providers, partners, and companies in whose securities
we invest.  It is not possible for us to say that you will experience no effect
from this situation,  but we can say that we are making a large effort to avoid
any ill effects upon our shareholders.

We do believe you are entitled to know with certainty that we will stand behind
your share balance as of the close of business in 1999. When the market reopens
in 2000,  should any computer problem cause a change in the number of shares in
your account, we will return your account to its proper share balance.

                                      24
<PAGE>

FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand the Fund's
financial  performance  for the  past  five-year  period.  Certain  information
reflects  financial  results for a single Fund share.  The total returns in the
table  represent  the rate that an  investor  would have earned (or lost) on an
investment   in  the  Fund   (assuming   reinvestment   of  all  dividends  and
distributions).  This  information  has been  audited by KPMG Peat Marwick LLP,
whose report, along with the Fund's financial  statements,  are included in the
Annual Report, which is available upon request.

                                                                 EIGHT-MONTH
                                                                 PERIOD ENDED
                                     YEAR ENDED MAY 31,            MAY 31,
                      -------------------------------------------------------- 
                           1998        1997       1996       1995      1994
                      --------------------------------------------------------
Net asset value at
  beginning of period $    27.96  $    25.47  $    22.63  $  23.24  $  23.43
Net investment income        .77         .74         .73       .68       .40
Net realized and
  unrealized gain           3.78        3.37        3.18       .67       .29
Distributions from net
  investment income         (.72)       (.78)       (.74)     (.58)     (.59)
Distributions of realized
  capital gains            (1.90)       (.84)       (.33)    (1.38)     (.29)
                      --------------------------------------------------------
Net asset value at
  end of period       $    29.89  $    27.96  $    25.47  $  22.63  $  23.24
                      ========================================================
Total return (%)*          17.15       16.94       17.79      6.43      3.00
Net assets at end of
  period (000)        $1,500,258  $1,263,355  $1,035,844  $874,587  $814,869
Ratio of expenses to
  average net assets (%)    1.01        1.06        1.15      1.13      1.11(a)
Ratio of net investment
  income to average net
  assets (%)                2.64        2.88        3.06      3.16      2.68(a)
Portfolio turnover (%)     32.73       35.14       36.15     33.17     30.87
- --------------
  * Assumes  reinvestment of all dividend income and capital gain distributions
    during the period.
(a) Annualized.  The  ratio  is not  necessarily  indicative  of 12  months  of
    operations.

                                      25
<PAGE>

                                   APPENDIX A

THE FOLLOWING ARE  DESCRIPTIONS  OF CERTAIN TYPES OF SECURITIES IN WHICH WE MAY
INVEST THE FUND'S ASSETS:

FORWARD CURRENCY CONTRACTS

The Fund may hold securities  denominated in foreign  currencies.  As a result,
the value of the  securities  will be affected by changes in the exchange  rate
between the dollar and foreign currencies.  In managing currency exposure,  the
Fund may enter into forward currency  contracts.  A forward  currency  contract
involves an agreement  to purchase or sell a specified  currency at a specified
future date or over a  specified  time period at a price set at the time of the
contract.  The Fund may only enter into forward  currency  contracts.  When the
Fund enters into a contract for the purchase or sale of a security  denominated
in a foreign  currency,  it desires to "lock in" the U.S.  dollar  price of the
security.

REPURCHASE AGREEMENTS

We  may  invest  the  Fund's   assets  in  repurchase   agreements   which  are
collateralized  by  obligations  issued or guaranteed as to both  principal and
interest  by the  U.S.  Government,  its  agencies,  and  instrumentalities.  A
repurchase  agreement is a transaction  in which a security is purchased with a
simultaneous  commitment  to sell it back to the seller (a  commercial  bank or
recognized  securities  dealer) at an agreed upon price on an agreed upon date.
This date is usually  not more than seven days from the date of  purchase.  The
resale price  reflects  the  purchase  price plus an agreed upon market rate of
interest,  which is unrelated  to the coupon rate or maturity of the  purchased
security.

WHEN-ISSUED SECURITIES

We may invest the Fund's assets in new issues of debt  securities  offered on a
when-issued basis.

o   Delivery  and  payment  take  place  after  the date of the  commitment  to
    purchase,  normally  within 45 days. Both price and interest rate are fixed
    at the time of commitment.
o   The Fund does not earn interest on the securities until settlement, and the
    market  value  of  the  securities  may  fluctuate   between  purchase  and
    settlement.
o   Such securities can be sold before settlement date.

                                      26
<PAGE>

VARIABLE RATE SECURITIES

We may invest the Fund's assets in securities that bear interest at rates which
are adjusted periodically to market rates.

o   These  interest  rate  adjustments  can both  raise and  lower  the  income
    generated by such  securities.  These  changes will have the same effect on
    the  income  earned  by the  Fund  depending  on  the  proportion  of  such
    securities held.

o   The value of variable rate  securities  is less affected than  fixed-coupon
    securities by changes in prevailing  interest rates because of the periodic
    adjustment  of their  coupons  to a market  rate.  The  shorter  the period
    between  adjustments,  the smaller the impact of interest rate fluctuations
    on the value of these securities.

o   The market value of a variable rate security usually tends toward par (100%
    of face value) at interest rate adjustment time.

CONVERTIBLE SECURITIES

Within  the Real  Estate  and Gold  Securities  categories,  we may  invest  in
convertible securities, which are bonds, preferred stocks, and other securities
that pay interest or  dividends  and offer the buyer the ability to convert the
security  into  common  stock.  The  value of  convertible  securities  depends
partially  on  interest  rate  changes  and the credit  quality of the  issuer.
Because a convertible security affords an investor the opportunity, through its
conversion  feature,  to  participate  in  the  capital   appreciation  of  the
underlying  common stock,  the value of convertible  securities also depends on
the price of the underlying common stock.

ILLIQUID SECURITIES

We may  invest  up to 15% of the  Fund's  net  assets in  securities  which are
illiquid.  Illiquid  securities are those securities that cannot be disposed of
in the ordinary course of business,  seven days or less, at  approximately  the
value at which the Fund has valued the securities.

                                      27
<PAGE>

                                   APPENDIX B

USAA Family of No-Load Mutual Funds

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

     FUND
  TYPE/NAME                     VOLATILITY
=================================================
CAPITAL APPRECIATION
Aggressive Growth               Very high
Emerging Markets (1)            Very high
First Start Growth              Moderate to high
Gold (1)                        Very high
Growth                          Moderate to high
Growth & Income                 Moderate
International (1)               Moderate to high
S&P 500 Index (2)               Moderate
Science & Technology            Very high
World Growth (1)                Moderate to high
=================================================
ASSET ALLOCATION
Balanced Strategy (1)           Moderate
Cornerstone Strategy (1)        Moderate
Growth and Tax Strategy         Moderate
Growth Strategy (1)             Moderate to high
Income Strategy                 Low to moderate
=================================================
INCOME -- TAXABLE
GNMA                            Low to moderate
Income                          Moderate
Income Stock                    Moderate
Short-Term Bond                 Low
=================================================
INCOME -- TAX EXEMPT
Long-Term (3)                   Moderate
Intermediate-Term (3)           Low to moderate
Short-Term (3)                  Low
State Bond/Income (3, 4)        Moderate
=================================================
MONEY MARKET 
Money Market (5)                Very low
Tax Exempt Money Market (3, 5)  Very low
Treasury Money Market Trust (5) Very low
State Money Market (3, 4, 5)    Very low
=================================================

1  FOREIGN INVESTING IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY 
   FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY.
2  S&P(R) IS A TRADEMARK OF THE MCGRAW-HILL COMPANIES, INC., AND HAS BEEN
   LICENSED FOR USE. THE PRODUCT IS NOT SPONSORED, SOLD OR PROMOTED BY STANDARD
   & POOR'S, AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE 
   ADVISABILITY OF INVESTING IN THE PRODUCT.
3  SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.
4  CALIFORNIA, FLORIDA, NEW YORK, TEXAS, AND VIRGINIA FUNDS ARE OFFERED ONLY 
   TO RESIDENTS OF THOSE STATES.
5  AN INVESTMENT IN A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY 
   THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL BE 
   ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.

                                      28
<PAGE>

  If  you  would  like  more   information   about  the  Fund,   you  may  call
  1-800-531-8181  to request a free copy of the Fund's  Statement of Additional
  Information  (SAI),  Annual or Semiannual  Report,  or to ask other questions
  about the Fund.  The SAI has been  filed  with the  Securities  and  Exchange
  Commission  (SEC) and is  legally  a part of the  Prospectus.  In the  Fund's
  Annual  Report,  you will find a  discussion  of the  market  conditions  and
  investment  strategies  that  significantly  affected the Fund's  performance
  during the last fiscal year.

  To view these documents,  along with other related  documents,  you can visit
  the SEC's Internet web site  (http://www.sec.gov)  or the Commission's Public
  Reference Room in Washington, D.C. Information on the operation of the public
  reference  room can be  obtained  by  calling  1-800-SEC-0330.  Additionally,
  copies of this information can be obtained, for a duplicating fee, by writing
  the Public Reference Section of the Commission, Washington, D.C. 20549-6009.

                INVESTMENT ADVISER, UNDERWRITER AND DISTRIBUTOR
                       USAA Investment Management Company
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                 TRANSFER AGENT
                       USAA Shareholder Account Services
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                   CUSTODIAN
                      State Street Bank and Trust Company
                                 P.O. Box 1713
                          Boston, Massachusetts 02105
                         ------------------------------
                           TELEPHONE ASSISTANCE HOURS
                         Call toll free - Central Time
                     Monday - Friday 8:00 a.m. to 8:00 p.m.
                        Saturdays 8:30 a.m. to 5:00 p.m.
                         ------------------------------
                   FOR ADDITIONAL INFORMATION ON MUTUAL FUNDS
                   1-800-531-8181, (in San Antonio) 456-7211
                For account servicing, exchanges or redemptions
                   1-800-531-8448, (in San Antonio) 456-7202
                         ------------------------------
                       RECORDED MUTUAL FUND PRICE QUOTES
                        24-Hour Service (from any phone)
                   1-800-531-8066, (in San Antonio) 498-8066
                         ------------------------------
                           MUTUAL FUND TOUCHLINE (R)
                          (from Touchtone phones only)
              For account balance, last transaction or fund prices
                   1-800-531-8777, (in San Antonio) 498-8777

                   Investment Company Act File No. 811-4019

<PAGE>

                                  USAA GROWTH
                                 STRATEGY FUND

                                   Prospectus
                                October 1, 1998

As with other mutual funds,  the  Securities  and Exchange  Commission  has not
approved  or  disapproved  of this Fund's  shares or  determined  whether  this
prospectus  is  accurate  or  complete.  Anyone  who  tells  you  otherwise  is
committing a crime.

                               TABLE OF CONTENTS

What is the Fund's Investment Objective and Main Strategy?..... 2
Main Risks of Investing in This Fund........................... 2
Is This Fund for You?.......................................... 3
Could the Value of Your Investment in This Fund Fluctuate?..... 3
Fees and Expenses.............................................. 5
Fund Investments............................................... 6
Fund Management................................................14
Using Mutual Funds in an Asset Allocation Program..............17
How to Invest..................................................19
Important Information About Purchases and Redemptions..........22
Exchanges......................................................22
Shareholder Information........................................23
Financial Highlights...........................................26
Appendix A ....................................................27
Appendix B ....................................................30

<PAGE>

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

WHAT IS THE FUND'S INVESTMENT OBJECTIVE AND MAIN STRATEGY?

The Fund's investment objective is to seek high total return, with reduced risk
over time,  through  an asset  allocation  strategy  which  emphasizes  capital
appreciation  and gives  secondary  emphasis to income.  Using  pre-set  target
ranges,  we will  invest the Fund's  assets  mostly in stocks,  and to a lesser
extent, bonds and money market instruments.

In view of the risks inherent in all  investments  in  securities,  there is no
assurance that the Fund's  objective will be achieved.  See FUND INVESTMENTS on
page 6 for more information.

MAIN RISKS OF INVESTING IN THIS FUND

The primary  risks of investing in this Fund are market risk,  the unique risks
of investing in foreign stocks, interest rate risk, and credit risk.

o   MARKET RISK involves the possibility that the Fund's  investments in stocks
    will  decline  due to falls in the  stock  market,  reducing  the  value of
    individual  company's  stocks, regardless  of the  success or failure of an
    individual company's operations.

o   FOREIGN INVESTING RISK involves the possibility that the Fund's investments
    in  foreign  stock  will  decrease   because  of  currency   exchange  rate
    fluctuations,  increased price volatility,  uncertain political conditions,
    and other factors.

o   INTEREST  RATE RISK involves the  possibility  that the value of the Fund's
    investments will decline because of an increase in interest rates.

    IF INTEREST  RATES  INCREASE:  the yield of the Fund may  increase  and the
    market  value of the  Fund's  securities  will  likely  decline,  adversely
    affecting the net asset value and total return.

    IF INTEREST  RATES  DECREASE:  the yield of the Fund may  decrease  and the
    market  value of the Fund's  securities  may  increase,  which would likely
    increase the Fund's net asset value and total return.

o   CREDIT RISK  involves the  possibility  that a borrower  cannot make timely
    interest and principal payments on its securities.

                                       2
<PAGE>

Other risks of the Fund described later in the Prospectus  include  rebalancing
risks and the risks of investing in REITs.  As with other mutual funds,  losing
money is an additional risk associated with investing in this Fund.

As you consider an investment  in this Fund,  you should also take into account
your tolerance for the daily  fluctuations of the financial markets and whether
you can afford to leave your money in the  investment  for long periods of time
to ride out down periods.

An  investment  in this Fund is not a deposit of USAA Federal  Savings Bank, or
any other  bank,  and is not  insured  or  guaranteed  by the  Federal  Deposit
Insurance Corporation or any other government agency.

[CAUTION LIGHT]
Look for this symbol throughout the Prospectus. We use it to mark more detailed
information about the main risks you will face as a Fund shareholder.

IS THIS FUND FOR YOU?

This Fund might be appropriate as part of your investment portfolio if . . .

|X| You are  seeking a fund  that will  diversify  your  holdings  among a wide
    variety of investment categories.
|X| You are willing to accept moderate to high risk.
|X| You are willing to take some exposure to the stock market.
|X| You are seeking an appropriate investment for an IRA, through a 401(k) plan
    or 403(b) plan, or other tax-sheltered account.

This Fund MAY NOT be appropriate as part of your investment portfolio if . . .

|X| You are unable or reluctant to invest for a period of five years or more.
|X| You are unwilling to take greater risk for long-term goals.
|X| You need an investment that provides tax-free income.

COULD THE VALUE OF YOUR INVESTMENT IN THIS FUND FLUCTUATE?

Yes, it could.  In fact,  the value of your  investment in the Fund will likely
increase  or  decrease.  The bar chart shown on the next page  illustrates  the
Fund's volatility and performance from year to year over the life of the Fund.

                                       3
<PAGE>

TOTAL RETURN

All mutual funds must use the same formula to calculate total return.

                                  TOTAL RETURN
                                  MEASURES THE
                                  PRICE CHANGE
                                   IN A SHARE
                                  ASSUMING THE
                                  REINVESTMENT
                                OF ALL DIVIDEND
                                   INCOME AND
                                  CAPITAL GAIN
                                 DISTRIBUTIONS.

[BAR CHART]
    CALENDAR        TOTAL RETURN
      YEAR           PERCENTAGE
     1996*              22.13
     1997                9.10

     *FUND BEGAN OPERATIONS ON SEPTEMBER 1, 1995.

      THE FUND'S TOTAL RETURN FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 1998, WAS
      10.65%.

During the  periods  shown in the bar chart,  the  highest  total  return for a
quarter was 12.58%  (quarter  ending June 30, 1997) and the lowest total return
for a quarter was -10.82% (quarter ending December 31, 1997).

The table below shows how the Fund's  average  annual  returns for the one-year
period  as well as the life of the  Fund  compared  to  those of a  broad-based
securities market index. Remember,  historical performance does not necessarily
indicate what will happen in the future.

  =====================================================================
  Average Annual Total Returns                          Since Fund's
  (for the periods ending            Past               Inception on
  December 31, 1997)                1 Year            September 1, 1995
  ---------------------------------------------------------------------
  Growth Strategy Fund               9.10%                  16.08%
  ---------------------------------------------------------------------
  S&P 500 Index*                    33.35%                  29.00%
  =====================================================================
  * THE  S&P  500  INDEX  IS  A  BROAD-BASED  COMPOSITE  UNMANAGED  INDEX  THAT
    REPRESENTS  THE  AVERAGE   PERFORMANCE  OF  A  GROUP  OF  500  WIDELY-HELD,
    PUBLICLY-TRADED STOCKS.

                                       4
<PAGE>

                              [TELEPHONE GRAPHIC]
                                 TOUCHLINE (R)
                                 1-800-531-8777
                                     PRESS
                                       1
                                      THEN
                                       1
                                      THEN
                                     4 9 #

Please  consider  performance  information  in light of the  Fund's  investment
objective and policies and market  conditions during the reported time periods.
Again,  you must  remember that  historical  performance  does not  necessarily
indicate what will happen in the future.  The value of your shares may go up or
down. For the most current price and return  information for this Fund, you may
call TouchLine(R) at 1-800-531-8777.  Press 1 for the Mutual Fund Menu, press 1
again for prices and returns. Then, press 49# when asked for the Fund Code.

                                   NEWSPAPER
                                     SYMBOL
                                     GrStr

                                     TICKER
                                     SYMBOL
                                     USGSX

You can also find the most current price of your shares in the business section
of your newspaper in the mutual fund section under the heading "USAA Group" and
the symbol  "GrStr." If you prefer to obtain this  information  from an on-line
computer service, you can do so by using the ticker symbol "USGSX."

FEES AND EXPENSES

This summary  shows what it will cost you directly or  indirectly  to invest in
the Fund.

Shareholder Transaction Expenses -- Fees You Pay Directly

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

Annual Fund Operating Expenses -- Fees You Pay Indirectly

Fund  expenses  come out of the Fund's  assets and are  reflected in the Fund's
share price and dividends.  "Other Expenses" include expenses such as custodian
and transfer agent fees. The figures below show actual expenses during the past
fiscal year ended May 31, 1998,  and are  calculated as a percentage of average
net assets.

                                  12B-1 FEES -
                                  SOME MUTUAL
                                  FUNDS CHARGE
                                   THESE FEES
                                   TO PAY FOR
                                  ADVERTISING
                                   AND OTHER
                                COSTS OF SELLING
                                  FUND SHARES.

       Management Fees                            .75%
       Distribution (12b-1) Fees                  None
       Other Expenses                             .50%
                                                 -----
       Total Annual Fund Operating Expenses      1.25%
                                                 =====

Example of Effect of the Fund's Operating Expenses

This  example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual  funds.  Although  your actual costs
may be higher or lower,  you  would  pay the  following  expenses  on a $10,000
investment, assuming (1) 5% annual return, (2) the Fund's

                                       5
<PAGE>

operating  expenses  remain the same,  and (3) you redeem all of your shares at
the end of the periods shown.

                 1 year.............. $  127
                 3 years.............    397
                 5 years.............    686
                10 years.............  1,511

FUND INVESTMENTS

Principal Investment Strategies and Risks

   Q    What is the Fund's principal investment strategy?

   A    The Fund's  principal  investment  strategy is to provide a diversified
        investment  program  within one mutual  fund by  allocating  the Fund's
        assets in each of the following investment  categories according to the
        following targeted ranges. Securities are classified by category at the
        time of purchase.

        [PIE CHART]
                                          PERCENTAGE TARGET RANGE OF NET ASSETS
        INVESTMENT CATEGORY
          LARGE CAP STOCKS                                  25-35%
          SMALL CAP STOCKS                                  25-35%
          INTERNATIONAL STOCKS                              15-25%
          BONDS                                             15-25%
          MONEY MARKET INSTRUMENTS                           0-10%

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

   Q    Why are stocks and bonds mixed in the same Fund?

   A    From  time  to  time  the  stock  and  bond   markets   may   fluctuate
        independently  of each other.  In other  words,  a decline in the stock
        market  may,  in  certain  instances,  be  offset by a rise in the bond
        market, or vice versa. As a result, the Fund, with its mix of stocks

                                       6
<PAGE>

        and bonds,  is expected in the long run to entail less market risk (and
        potentially  less return) than a mutual fund  investing  exclusively in
        stocks.

   Q    How are the investment categories and target ranges selected?

   A    The  investment  categories  and the target  ranges  were  selected  to
        provide  investors  with a  diversified  investment  in a single mutual
        fund.  Stocks provide the potential for long-term  capital growth while
        bonds provide a high current return. Money market instruments provide a
        means for temporary  investment of cash balances  arising in the normal
        course of business.

        However, as a temporary defensive measure because of market,  economic,
        political, or other conditions,  we may invest up to 100% of the Fund's
        assets in  investment-grade,  short-term  debt  instruments,  which may
        result in the Fund not achieving its  investment  objective  during the
        time it is in this temporary defensive posture.

   Q    What actions are taken to keep the Fund's asset allocations  within the
        target ranges?

   A    If market  action  causes the actual  assets of the Fund in one or more
        investment  categories  to  move  outside  the  ranges,  we  will  make
        adjustments to rebalance the portfolio.  In general,  we will rebalance
        the portfolio at least once during each  quarter.  In  rebalancing  the
        Fund's  portfolio,  we will buy or sell securities to return the actual
        allocation  of the  Fund's  assets to within  its  target  ranges.  For
        example,  the Fund's  portfolio  could begin a quarter  with its assets
        allocated  30% in large cap  stocks,  30% in small cap  stocks,  20% in
        foreign  stocks,  15% in  bonds,  and 5% in money  market  instruments.
        During the quarter,  due to market returns,  the Fund's portfolio could
        hold 40% in large cap stocks,  30% in small cap stocks,  20% in foreign
        stocks, 5% in bonds, and 5% in money market instruments.  In this case,
        we would sell large cap  stocks  and use the  proceeds  to buy bonds to
        bring stocks and bonds back to within their target ranges.

[CAUTION LIGHT]
REBALANCING  RISKS. In purchasing and selling  securities in order to rebalance
its portfolio,  the Fund will pay more in brokerage  commissions  than it would
without a rebalancing  policy.  As a result of the need to rebalance,  the Fund
also has less  flexibility  in the timing of purchases  and sales of securities
than it would otherwise. While we will attempt to minimize

                                       7
<PAGE>

any adverse impact to the Fund or its shareholders,  the Fund may have a higher
proportion of capital gains and a lower return than a fund that does not have a
rebalancing policy.

Large Cap Stocks

   Q    What defines Large Cap Stocks?

   A    Large  Cap   Stocks  are   those  of  companies  that   have  a  market
        capitalization of at least $1 billion at the time of purchase. They may
        include real estate investment trusts (REITs).

                                    MARKET
                                CAPITALIZATION
                                 IS THE TOTAL
                                 MARKET VALUE
                                OF A COMPANY'S
                                  OUTSTANDING
                                   SHARES OF
                                 COMMON STOCK.

[CAUTION LIGHT]
REITs.  Investing  in REITs  may  subject  the  Fund to many of the same  risks
associated  with the direct  ownership of real estate. Additionally,  REITs are
dependent  upon  the  capabilities  of  the  REIT   manager(s),   have  limited
diversification, and could be significantly impacted by changes in tax laws.

   Q    Will  the  Fund  continue  to hold  such  securities  if  their  market
        capitalization falls below $1 billion?

   A    The Fund may  continue  to hold or  purchase  more of a  security  of a
        company  whose market  capitalization  has  declined  below $1 billion.
        Ordinarily,  we would  continue  to treat the  security  as a large cap
        stock; although we may, in our discretion, reclassify the security as a
        small cap stock or limit the Fund's  holdings  in such  security  if we
        determine it to be in the best interest of the Fund.

   Q    How are the decisions to buy and sell Large Cap Stocks made?

   A    We will invest this category's  assets in a diversified  group of large
        cap growth  stocks.  We  consider a number of factors in that  decision
        such as: 

        o a company's strategic position in its industry,
        o sales and earnings growth,
        o cash flow,
        o book value, and
        o dividend yield. 
     
        Stocks are sold when we believe they are overvalued.

                                       8
<PAGE>

Small Cap Stocks

   Q    What defines Small Cap Stocks?

   A    Small  Cap   Stocks  are  those  of   companies   that  have  a  market
        capitalization  of less than $1 billion at the time of  purchase.  They
        may include real estate investment trusts (REITs).

   Q    Will  the Fund  continue  to hold  these  securities  if  their  market
        capitalization increases above $1 billion?

   A    Similar to the Large Cap Stocks category, the Fund may continue to hold
        or purchase more of a security of a company whose market capitalization
        has increased above $1 billion.  Ordinarily, we would continue to treat
        the security as a small cap stock;  although we may, in our discretion,
        reclassify  the  security  as a large  cap  stock or limit  the  Fund's
        holdings in such security if we determine it to be in the best interest
        of the Fund.

   Q    Is there a greater risk in investing in smaller companies?

   A    Yes.  Investing  in  smaller  companies,  especially  those that have a
        narrow product line or are traded infrequently,  often involves greater
        risk than investing in established companies with proven track records.
        These   securities  may  be  subject  to  more  price  volatility  than
        securities of larger companies.

   Q    How are the decisions to buy and sell Small Cap Stocks made?

   A    We tend to invest in small  capitalization  companies  that have  rapid
        sales and earnings  growth  potential.  We seek companies that are well
        positioned to take advantage of emerging, long-term social and economic
        trends and have ample financial  resources to sustain their growth.  We
        may  reduce  or  sell   investments   in   companies  if  their  market
        capitalizations grow to the point that they are clearly no longer small
        capitalization  stocks or if their stock prices appreciate  excessively
        in relation to  fundamental  prospects.  Companies will also be sold if
        they  fail to  realize  their  growth  potential  or if there  are more
        attractive opportunities elsewhere.

                                       9
<PAGE>

International Stocks

   Q    What role do International Stocks play in the Fund's portfolio?

   A    From time to time,  the U.S. and foreign  stock  markets may  fluctuate
        independently  of each other.  In other words,  a decline in one market
        may, in certain circumstances, be offset by a rise in the other market.
        In addition,  foreign equity markets may provide attractive returns not
        otherwise available in the U.S. markets.

   Q    What is considered to be a "foreign company?"

   A    A foreign company is one organized under the laws of a foreign country;
        and it must also have one of the following additional characteristics:

        o the principal  trading market for the stock is in a foreign  country;
          or
        o at least 50% of its revenues or profits are derived  from  operations
          within foreign countries; or
        o at least 50% of its assets are located within foreign countries.

[CAUTION LIGHT] 
FOREIGN  INVESTING.   Investing  in  foreign  securities,   including  American
Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs),  poses unique
risks:  currency  exchange  rate  fluctuations;   foreign  market  illiquidity;
increased price  volatility;  exchange control  regulations;  foreign ownership
limits;  different  accounting,  reporting,  and disclosure  requirements;  and
difficulties  in  obtaining  legal  judgments.  In the  past,  equity  and debt
instruments  of foreign  markets have been more  volatile  than equity and debt
instruments of U.S. securities markets.

                                 ADR - FOREIGN
                                 SHARES HELD BY
                                  A U.S. BANK
                                  WHICH ISSUES
                                   A RECEIPT
                                   EVIDENCING
                                   OWNERSHIP.
                                 DIVIDENDS ARE
                                  PAID IN U.S.
                                    DOLLARS.

                                 GDR - FOREIGN
                                 SHARES HELD BY
                                   A U.S. OR
                                 FOREIGN BANK
                                 WHICH ISSUES
                                   A RECEIPT
                                   EVIDENCING
                                   OWNERSHIP.
                                 DIVIDENDS ARE
                                  PAID IN U.S.
                                   DOLLARS.

o  EMERGING  MARKETS  RISK.  A  country  that is in the  initial  stages of its
   industrial   cycle  is  considered  to  be  an  emerging   markets  country.
   Investments in developing  countries involve exposure to economic structures
   that are generally  less diverse and mature than in the United States and to
   political  systems  which  may be  less  stable.  In the  past,  markets  of
   developing  countries  have been more volatile than the markets of developed
   countries.

o  POLITICAL  RISK.  Political  risk  includes  a greater  potential  for coups
   d'etat,  revolts,  and  expropriation  by  governmental  organizations.  For
   example, we may invest the Fund's assets in Eastern Europe and former states
   of the Soviet Union (also known as the Commonwealth of Independent States or
   CIS).  These countries were under communist  systems which had  nationalized
   private industry. There is no guarantee

                                      10
<PAGE>
          
   that  nationalization  may not occur again in this region or others in which
   we may invest the Fund's  assets, in  which case, we may lose all or part of
   the Fund's investment in that country's issuers.

   Q    How are the decisions to buy and sell International Stocks made?

   A    We review countries and regions for economic and political stability as
        well as future prospects. Then we research individual companies looking
        for favorable valuations,  growth prospects, quality of management, and
        industry outlook. Securities are sold if we believe they are overvalued
        or if the economic or political outlook significantly deteriorates.

[CAUTION LIGHT]
MARKET RISK. Because this Fund invests in stocks, it is subject to stock market
risk. Stock prices in general may decline over short or even extended  periods,
regardless  of the success or failure of an  individual  company's  operations.
Stock markets tend to run in cycles,  with periods when stock prices  generally
go up, known as "bull"  markets,  and periods  when stock  prices  generally go
down,  referred to as "bear"  markets.  Stocks tend to go up and down more than
bonds.

Bonds and Money Market Instruments

   Q    What types of the bonds are included in the Fund's portfolio?

   A    Bonds must be investment  grade at the time of purchase and may include
        any of the following:
       
        o   obligations of the U.S. Government, its   
            agencies, and instrumentalities;
        o   mortgage-backed securities;
        o   asset-backed securities;
        o   corporate debt securities, such as notes and bonds;
        o   debt securities of real estate investment trusts;
        o   obligations of state  and local governments and  their agencies and
            instrumentalities;
        o   Eurodollar obligations;
        o   Yankee obligations; and
        o   other debt securities.
       
        Further description of these  securities is found in APPENDIX A on page
        27.
    
                                      11
<PAGE>

[CAUTION LIGHT]
INTEREST RATE RISK. As a mutual fund investing in bonds, the Fund is subject to
the risk that the  market  value of the bonds  will  decline  because of rising
interest rates. Bond prices are linked to the prevailing market interest rates.
In  general,  when  interest  rates  rise,  the  prices of bonds  fall and when
interest rates fall, bond prices generally rise. The price volatility of a bond
also depends on its maturity. Generally, the longer the maturity of a bond, the
greater its  sensitivity to interest  rates.  To compensate  investors for this
higher risk,  bonds with longer  maturities  generally offer higher yields than
bonds with shorter maturities.

   Q    What are considered investment-grade securities?

   A    Investment-grade  securities include securities issued or guaranteed by
        the U.S. Government,  its agencies, and  instrumentalities,  as well as
        securities  rated within the categories  listed by the following rating
        agencies:

        =========================================================
                           Long-term         Short-term
        Rating Agency      debt securities   debt securities
        =========================================================
        Moody's Investors                    At least Prime-3 or
           Services, Inc.  At least Baa      MIG 4/VMIG 4
        ---------------------------------------------------------
        Standard & Poor's
           Ratings Group   At least BBB      At least A-3 or SP-2
        ---------------------------------------------------------
        Fitch IBCA, Inc.   At least BBB      At least F-3
        ---------------------------------------------------------
        Duff and Phelps    At least BBB      At least D-3
        =========================================================

        or  if  unrated  by  these  agencies,  we  must  determine  that  these
        securities are of equivalent investment quality.

        You will find a complete  description  of the above debt ratings in the
        Fund's Statement of Additional Information.

[CAUTION  LIGHT]
CREDIT  RISK.  The bonds in the Fund's  portfolio  are subject to credit  risk.
Credit  risk is the  possibility  that an  issuer  of a bond  will fail to make
timely  payments of interest or  principal.  We attempt to minimize  the Fund's
credit risk by investing in securities  considered investment grade at the time
of purchase.  When evaluating potential  investments for the Fund, our analysts
also assess credit risk and its impact on the Fund's  portfolio.  Nevertheless,
even 

                                      12
<PAGE>

investment-grade  securities  are  subject to some  credit  risk.  Bonds in the
lowest-rated  investment  grade  category  have  speculative   characteristics.
Changes in economic  conditions or other  circumstances are more likely to lead
to a weakened capability to make principal and interest payments on these bonds
than is the case for higher-rated bonds. In addition, the ratings of securities
are estimates by the rating  agencies of the credit quality of the  securities.
The ratings may not take into account every risk related to whether interest or
principal will be repaid on a timely basis.

   Q    What happens if the rating of a security is downgraded below investment
        grade?

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

   Q    How are the decisions to buy and sell Bonds made?

   A    We buy bonds that represent value in current market  conditions.  Value
        is a combination of yield, credit quality, structure (maturity, coupon,
        redemption features) and liquidity.  Recognizing value is the result of
        simultaneously  analyzing  the  interaction  of these factors among the
        securities  available  in the  market.  We will sell a  security  if we
        become concerned about its credit risk, we are forced by market factors
        to raise money, or an attractive replacement security is available.

   Q    What  types of money  market  instruments  are  included  in the Fund's
        portfolio?

   A    The money  market  instruments  included in the Fund's  portfolio  will
        consist of  investment-grade,  U.S. dollar  denominated debt securities
        that  have  remaining  maturities  of one year or less.  They may carry
        either  fixed or  variable  interest  rates and may  include any of the
        following:

        o   obligations of the U.S. Government, its   
            agencies, and instrumentalities;
        o   repurchase agreements collateralized by the same;
        o   commercial paper or other short-term corporate obligations;

                                      13
<PAGE>

        o   certificates of deposit;
        o   bankers' acceptances; and
        o   other suitable obligations.

For additional  information  about other  securities in which we may invest the
Fund's assets, see APPENDIX A on page 27.

FUND MANAGEMENT

The Trust has retained us, USAA Investment  Management Company, to serve as the
manager and  distributor  for the Trust. We are an affiliate of United Services
Automobile   Association  (USAA),  a  large,   diversified  financial  services
institution.  As of the  date  of this  Prospectus,  we had  approximately  $37
billion  in  total  assets  under  management.  Our  mailing  address  is  9800
Fredericksburg Road, San Antonio, TX 78288.

We provide management  services to the Fund pursuant to an Advisory  Agreement.
We are responsible for managing the Fund's  portfolio  (including  placement of
brokerage  orders) and its business  affairs,  subject to the  authority of and
supervision  by the Board of Trustees.  For our  services,  the Fund pays us an
annual fee.  This fee was  computed  and paid at  three-fourths  of one percent
(.75%) of average  net assets for the fiscal year ended May 31,  1998.  We also
provide   services  related  to  selling  the  Fund's  shares  and  receive  no
compensation for those services.

Although our officers and employees,  as well as those of the Trust, may engage
in personal securities transactions, they are restricted by the procedures in a
Joint Code of Ethics adopted by the Trust and us.

Portfolio Transactions

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

                                      14
<PAGE>

Portfolio Managers

The following individuals are primarily responsible for managing the Fund:

[PHOTOGRAPH OF PORTFOLIO MANAGERS]
   SEATED L TO R: DAVID G. PEEBLES. W. TRAVIS SELMIER, II, DAVID G. PARSONS.
    STANDING L TO R: JOHN K. CABELL, JR., PAUL H. LUNDMARK, PAMELA K. BLEDSOE, 
                     ERIC M. EFRON, AND ALBERT C. SEBASTIAN.  

LARGE CAP STOCKS

David G. Parsons, Assistant Vice President of Equity  Investments, is the asset
allocation  manager of the Fund and has managed the Large Cap Stocks investment
category since September 1995. He has 15 years investment management experience
working  for us. Mr.  Parsons  earned the  Chartered  Financial  Analyst  (CFA)
designation  in  1986  and  is a  member  of  the  Association  for  Investment
Management and Research (AIMR) and the San Antonio Financial  Analysts Society,
Inc. (SAFAS). He holds an MBA from the University of Texas, an MA from Southern
Illinois University, and a BA from Austin College, Texas.

SMALL CAP STOCKS

John K. Cabell,  Jr. and Eric M. Efron,  Assistant  Vice  Presidents  of Equity
Investments, have  managed  the  Small Cap  Stocks  investment  category  since
September 1995.

Mr. Cabell has 20 years investment  management experience and has worked for us
for nine years. He served as Chief Economist for Retirement  Systems of Alabama
from March 1991 to March 1994.  Mr. Cabell earned the CFA  designation  in 1982
and is a member of AIMR and SAFAS.  He holds an MA and a BS from the University
of Alabama.

                                      15
<PAGE>

Mr. Efron has 23 years investment  management  experience and has worked for us
for six  years.  Mr.  Efron  earned the CFA  designation  in 1983 and is also a
member of AIMR and SAFAS. He holds an MBA from New York University,  an MA from
the University of Michigan, and a BA from Oberlin College, Ohio.

INTERNATIONAL STOCKS

Albert C.  Sebastian,  Assistant  Vice  President  of Equity  Investments,  has
managed and  co-managed  the  International  Stocks  investment  category since
September 1995. He has 14 years investment management experience and has worked
for us for seven years. Mr. Sebastian earned the CFA designation in 1989 and is
a member of AIMR,  SAFAS, and the International  Society of Financial  Analysts
(ISFA).  He holds an MBA from the  University  of  Michigan  and a BA from Holy
Cross College, Massachusetts.

David G. Peebles and W. Travis Selmier,  II, co-manage the International Stocks
investment  category  with  Mr.  Sebastian.   Mr.  Sebastian   coordinates  the
activities of the Managers.

David G. Peebles,  Vice  President of Equity  Investments, has  co-managed  the
International  Stocks  investment  category since October 1996. He has 32 years
investment  management  experience  and has  worked  for us for 14  years.  Mr.
Peebles earned the CFA designation in 1971 and is a member of AIMR,  SAFAS, and
ISFA. He holds an MBA and a BS from Texas Christian University.

W. Travis  Selmier,  II,  Assistant  Vice President of Equity  Investments, has
co-managed the International  Stocks investment category since October 1996. He
has 11 years investment  management  experience and has worked for us for seven
years.  Mr. Selmier earned the CFA designation in 1990 and is a member of AIMR,
SAFAS,  and ISFA. He holds an MBA from Indiana  University,  a  Certificate  of
Proficiency from Sophia University Japanese Language Institute, Japan, and a BA
from the University of California at Santa Barbara.

BONDS

Paul H.  Lundmark,  Assistant Vice  President of Fixed Income  Investments, has
managed the Bonds  investment  category since  September  1995. He has 12 years
investment  management  experience  and has worked  for us for six  years.  Mr.
Lundmark  earned the CFA designation in 1989 and is a member of AIMR and SAFAS.
He holds an MBA and BSB from the University of Minnesota.

MONEY MARKET INSTRUMENTS

Pamela K. Bledsoe,  Assistant Vice President of Money Market Funds, has managed
the Money Market  Instruments  investment  category since May 1996. She has ten
years investment  management  experience and has worked for us for seven years.
Ms.  Bledsoe  earned  the CFA  designation  in 1992 and is a member of AIMR and
SAFAS. She holds an MBA from Texas Christian University and a BS from Louisiana
Tech University.

                                      16
<PAGE>

USING MUTUAL FUNDS IN AN ASSET ALLOCATION PROGRAM

I. The Idea Behind Asset Allocation

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

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

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

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

II. Using Asset Allocation in an Investment Program

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

                                      17
<PAGE>

III. USAA's Series of Asset Strategy Funds

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

===============================================================================
Fund                   Investment Objective                  Invests In
===============================================================================
Income           Seek high current return, with           bonds and stocks
Strategy         reduced risk over time, through an
Fund             asset allocation strategy which
                 emphasizes income and gives
                 secondary emphasis to long-term
                 growth of capital.

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

Balanced         Seek high total return, with reduced     stocks and bonds
Strategy         risk over time, through an asset
Fund             allocation strategy that seeks a
                 combination of long-term growth of
                 capital and current income.

Cornerstone      Achieve a positive inflation-adjusted    basic value stocks,
Strategy         rate of return and a reasonably stable   international stocks,
Fund             value of Fund shares, thereby            government 
                 preserving purchasing power of           securities, real 
                 shareholders' capital.                   estate securities, 
                                                          and gold securities

Growth           Seek high total return, with reduced     small and large cap
Strategy         risk over time, through an asset         stocks, bonds, and
Fund             allocation strategy which emphasizes     international stocks
                 capital appreciation and gives
                 secondary emphasis to income.
===============================================================================

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

                                      18
<PAGE>

HOW TO INVEST

Purchase of Shares

OPENING AN ACCOUNT

You may open an account and make an investment  as described  below by mail, in
person,  bank wire,  electronic  funds  transfer  (EFT),  or phone. A complete,
signed  application is required for each new account.  However,  after you open
your initial account with us, you will not need to fill out another application
unless the registration is different.

TAX ID NUMBER

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

EFFECTIVE DATE

When you make a purchase, your purchase price will be the net asset value (NAV)
per share next  determined  after we receive your  request in proper form.  The
Fund's NAV is determined at the close of the regular trading session (generally
4:00 p.m. Eastern Time) of the New York Stock Exchange (NYSE) each day the NYSE
is open.  If we receive  your  request  and  payment  prior to that time,  your
purchase price will be the NAV per share determined for that day. If we receive
your  request or payment  after the NAV per share is  calculated,  the purchase
will be effective on the next business day. If you plan to purchase Fund shares
with a foreign check, we suggest you convert your foreign check to U.S. dollars
prior to  investment  in the Fund.  This will  avoid a  potential  delay in the
effective date of your purchase of up to four to six weeks. Furthermore, a bank
charge may be assessed in the clearing process, which will be deducted from the
amount of the purchase.

MINIMUM INVESTMENTS

INITIAL PURCHASE

[MONEY GRAPHIC]
o   $3,000 [$500 Uniform Gifts/Transfers to Minors Act (UGMA/UTMA) accounts and
    $250 for  IRAs]  or no  initial  investment  if you  elect to have  monthly
    electronic  investments  of at least $50 each.  We may  periodically  offer
    programs   that   reduce  the  minimum   amounts  for  monthly   electronic
    investments.  Employees of USAA and its  affiliated  companies  may open an
    account through payroll  deduction for as little as $25 per pay period with
    no initial investment.

ADDITIONAL PURCHASES

o   $50

                                      19
<PAGE>

HOW TO PURCHASE

MAIL

[ENVELOPE GRAPHIC]
o   To open an account, send your application and check to:
       USAA Investment Management Company
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   To add to your account,  send your check and the "Invest by Mail" stub that
    accompanies your Fund's transaction confirmation to the Transfer Agent:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288

IN PERSON

[HANDSHAKE GRAPHIC]
o   To open an account, bring your application and check to:
       USAA Investment Management Company
       USAA Federal Savings Bank
       10750 Robert F. McDermott Freeway
       San Antonio, TX 78288

BANK WIRE

[WIRE GRAPHIC]
o   Instruct  your bank  (which may charge a fee for the  service)  to wire the
    specified amount to the Fund as follows:
       State Street Bank and Trust Company
       Boston, MA 02101
       ABA#011000028
       Attn: USAA Growth Strategy Fund
       USAA Account Number: 69384998
       Shareholder(s) Name(s)______________________________________
       Shareholder(s) Mutual Fund Account Number___________________

ELECTRONIC FUNDS TRANSFER

[CALENDAR GRAPHIC]
o   Additional  purchases  on a  regular  basis  can  be  deducted  from a bank
    account, paycheck,  income-producing  investment, or USAA money market fund
    account.  Sign up for  these  services  when  opening  an  account  or call
    1-800-531-8448 to add these services.

PHONE 1-800-531-8448

[TELEPHONE GRAPHIC]
o   If you have an existing  USAA mutual fund  account and would like to open a
    new account or exchange to another  USAA Fund,  call for  instructions.  To
    open an account by phone,  the new account must have the same  registration
    as your existing account.

                                      20
<PAGE>

Redemption of Shares

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

We will send you your  money  within  seven days  after the  effective  date of
redemption.  Payment for redemption of shares purchased by EFT or check is sent
after the EFT or check has  cleared,  which  could  take up to 15 days from the
purchase date. If you are considering redeeming shares soon after purchase, you
should purchase by bank wire or certified check to avoid delay. Redemptions are
subject  to taxes  based on the  difference  between  the cost of  shares  when
purchased and the price received upon redemption.

In  addition,  the Trust  may  elect to  suspend  the  redemption  of shares or
postpone the date of payment in limited circumstances.

HOW TO REDEEM

WRITTEN, FAX, TELEGRAPH, OR TELEPHONE

[FAX MACHINE GRAPHIC]
o   Send your written instructions to:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   Send a signed fax to 1-800-292-8177, or send a telegram to USAA Shareholder
    Account Services.
o   Call toll free 1-800-531-8448, in San Antonio, 456-7202.

Telephone redemption privileges are automatically established when you complete
your application.  The Fund will employ  reasonable  procedures to confirm that
instructions  communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account,  the following  information is obtained:
(1) USAA number or account number, (2) the name(s) on the account registration,
and (3) social  security  number or tax  identification  number for the account
registration.  Additionally, all telephone communications with you are recorded
and confirmations of account transactions are sent to the address of record. If
you were issued stock  certificates  for your shares,  redemption by telephone,
fax, or telegram is not available.

                                      21
<PAGE>

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

Investor's Guide to USAA Mutual Fund Services

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

Account Balance

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

Trust Rights

The Trust reserves the right to:

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

o   limit or  discontinue  the offering of shares of any portfolio of the Trust
    without notice to the shareholders;

o   require a  signature  guarantee  for  transactions  or  changes  in account
    information in those  instances  where the  appropriateness  of a signature
    authorization  is in  question.  The  Statement of  Additional  Information
    contains information on acceptable guarantors;

o   redeem an account with less than $900, with certain limitations.

EXCHANGES

Exchange Privilege

The exchange privilege is automatic when you complete your application. You may
exchange  shares  among Funds in the USAA Family of Funds,  provided you do not
hold these shares in stock certificate form and the shares to be acquired

                                      22
<PAGE>

are offered in your state of residence.  After the exchange  order is received,
the Fund's transfer agent will simultaneously  process exchange redemptions and
purchases  at  the  share  prices  next  determined.  The  investment  minimums
applicable to share  purchases also apply to exchanges.  For federal income tax
purposes,  an exchange  between Funds is a taxable event;  and as such, you may
realize a capital gain or loss.  Such capital  gains or losses are based on the
difference  between the cost of shares when  purchased  and the price  received
upon exchange.

The Fund has undertaken certain procedures regarding telephone  transactions as
described on page 21.

Exchange Limitations, Excessive Trading

To  minimize  Fund costs and to protect the Funds and their  shareholders  from
unfair expense burdens,  the Funds restrict excessive  exchanges.  The limit on
exchanges  out of any Fund in the USAA Family of Funds for each  account is six
per calendar  year (except  there is no  limitation on exchanges out of the Tax
Exempt Short-Term Fund,  Short-Term Bond Fund, or any of the money market funds
in the USAA Family of Funds).

SHAREHOLDER INFORMATION

Share Price Calculation

                                  NAV PER SHARE
                                     EQUALS
                                  TOTAL ASSETS
                                     MINUS
                                  LIABILITIES
                                   DIVIDED BY
                                  # OF SHARES
                                  OUTSTANDING

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

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.

Securities  trading in various  foreign markets may take place on days when the
NYSE is closed.  Further,  when the NYSE is open,  the  foreign  markets may be
closed.  Therefore, the calculation of the Fund's NAV may not take place at the
same time the prices of certain securities held by the Fund are determined.  In
most cases,  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 the Fund's NAV is  calculated  will not be  reflected  in the
Fund's NAV. If, however,  we determine that a particular event would materially
affect the Fund's NAV, then we, under the general supervision of the Board of

                                      23
<PAGE>

Trustees,  will use all  relevant,  available  information  to determine a fair
value for the affected portfolio securities.

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

Debt  securities  purchased  with  maturities  of 60 days or less are stated at
amortized  cost,  which  approximates  market value.  Other debt securities are
valued each  business  day at their  current  market value as  determined  by a
pricing service  approved by the Board of Trustees.  Securities which cannot be
valued by these methods, and all other assets, are valued in good faith at fair
value using methods we have  determined  under the general  supervision  of the
Board of Trustees.

For  additional  information  on how  securities  are valued,  see Valuation of
Securities in the Fund's Statement of Additional Information.

Dividends and Distributions

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

We  will   automatically   reinvest  all  income  dividends  and  capital  gain
distributions  unless we receive  different  instructions  from you.  The share
price will be the NAV of the Fund shares computed on the ex-dividend  date. Any
income dividends or capital gain distributions paid by the Fund will reduce the
NAV per share by the amount of the dividend or  distribution.  These  dividends
and distributions are subject to taxes.

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

Federal Taxes

This tax  information  is quite  general and refers to the  federal  income tax
provisions in effect as of the date of this Prospectus.  Note that the Taxpayer
Relief  Act  of  1997  and  the  technical   provisions   adopted  by  the  IRS
Restructuring  and Reform Act of 1998 may  affect the status and  treatment  of
certain  distributions  shareholders  receive  from  the  Fund.  We urge you to
consult  your tax adviser  about the status of  distributions  from the Fund in
your own state and locality.

                                      24
<PAGE>

SHAREHOLDER - Dividends from taxable net investment income and distributions of
net  short-term  capital gains are taxable to you as ordinary  income,  whether
received  in cash or  reinvested  in  additional  shares.  A  portion  of these
dividends  may qualify for the 70%  dividends-received  deduction  available to
corporations.

Regardless  of the length of time you have held Fund shares,  distributions  of
net  long-term  capital  gains are taxable as long-term  capital  gains whether
received in cash or reinvested in additional shares. These distributions may be
taxable at  different  rates  depending on the length of time the Fund held the
applicable investment.

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

o   fails to furnish the Fund with a correct tax identification number,
o   underreports dividend or interest income, or
o   fails to certify that he or she is not subject to withholding.

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

REPORTING - The Fund will report information to you annually concerning the tax
status of dividends and distributions for federal income tax purposes.

Year 2000

Like other organizations around the world, the Fund could be adversely affected
if the computer systems used by the Fund, its service  providers,  or companies
in which the Fund invests do not  properly  process and  calculate  information
that relates to dates beginning on January 1, 2000, and beyond.  This situation
may occur because for many years computer  programmers  used only two digits to
describe  years, such as 98 for 1998. A program  written in this manner may not
work when it encounters the year 00. To confront this situation, USAA companies
have spent much  effort and money; and we expect to have our systems  ready for
the Year 2000 by mid-1999. In addition, we are actively assessing the Year 2000
readiness of our service providers, partners, and companies in whose securities
we invest.  It is not possible for us to say that you will experience no effect
from this situation,  but we can say that we are making a large effort to avoid
any ill effects upon our shareholders.

We do believe you are entitled to know with certainty that we will stand behind
your share balance as of the close of business in 1999. When the market reopens
in 2000,  should any computer problem cause a change in the number of shares in
your account, we will return your account to its proper share balance.

                                      25
<PAGE>

FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand the Fund's
financial  performance since inception.  Certain information reflects financial
results for a single Fund share.  The total returns in the table  represent the
rate that an investor  would have earned (or lost) on an investment in the Fund
(assuming  reinvestment of all dividends and  distributions).  This information
has been audited by KPMG Peat Marwick LLP, whose report,  along with the Fund's
financial  statements,  are included in the Annual  Report,  which is available
upon request.

                                                              NINE-MONTH
                                                             PERIOD ENDED
                                     YEAR ENDED MAY 31,         MAY 31,  
                               ------------------------------------------
                                   1998           1997           1996*
                               ------------------------------------------
Net asset value at
  beginning of period          $   13.10      $   12.74      $   10.00
Net investment income                .13            .15            .11(b)
Net realized and
  unrealized gain                   1.43            .77           2.66
Distributions from net
  investment income                 (.13)          (.12)          (.03)
Distributions of realized
  capital gains                     (.23)          (.44)          -
                               ------------------------------------------
Net asset value at
  end of period                $   14.30      $   13.10      $   12.74
                               ==========================================
Total return (%)**                 12.12           7.73          27.76
Net assets at end of
  period (000)                 $ 249,412      $ 193,921      $  87,188
Ratio of expenses to
  average net assets (%)            1.25           1.31           1.66(a)
Ratio of net investment
  income to average net
  assets (%)                        0.97           1.46           1.34(a)
Portfolio turnover (%)             69.42          62.50          40.21
- --------------
  * Fund commenced operations September 1, 1995.
 ** Assumes reinvestment of all dividend income and capital gain  distributions
    during the period.
(a) Annualized.  The  ratio  is not  necessarily  indicative  of  12  months of
    operations.
(b) Calculated using weighted average shares.

                                      26
<PAGE>

                                   APPENDIX A

THE FOLLOWING ARE  DESCRIPTIONS  OF CERTAIN TYPES OF SECURITIES IN WHICH WE MAY
INVEST THE FUND'S ASSETS:

REPURCHASE AGREEMENTS

We  may  invest  the  Fund's   assets  in  repurchase   agreements   which  are
collateralized  by  obligations  issued or guaranteed as to both  principal and
interest  by the  U.S.  Government,  its  agencies,  and  instrumentalities.  A
repurchase  agreement is a transaction  in which a security is purchased with a
simultaneous  commitment  to sell it back to the seller (a  commercial  bank or
recognized  securities  dealer) at an agreed upon price on an agreed upon date.
This date is usually  not more than seven days from the date of  purchase.  The
resale price  reflects  the  purchase  price plus an agreed upon market rate of
interest,  which is unrelated  to the coupon rate or maturity of the  purchased
security.

WHEN-ISSUED SECURITIES

We may invest the Fund's assets in new issues of debt  securities  offered on a
when-issued basis.

o   Delivery  and  payment  take  place  after  the date of the  commitment  to
    purchase,  normally  within 45 days. Both price and interest rate are fixed
    at the time of commitment.
o   The Fund does not earn interest on the securities until settlement, and the
    market  value  of  the  securities  may  fluctuate   between  purchase  and
    settlement.
o   Such securities can be sold before settlement date.

VARIABLE RATE SECURITIES

We may invest the Fund's assets in securities that bear interest at rates which
are adjusted periodically to market rates.

o   These  interest  rate  adjustments  can both  raise and  lower  the  income
    generated by such  securities.  These  changes will have the same effect on
    the  income  earned  by the  Fund  depending  on  the  proportion  of  such
    securities held.

o   The value of variable rate  securities  is less affected than  fixed-coupon
    securities by changes in prevailing  interest rates because of the periodic
    adjustment  of their  coupons  to a market  rate.  The  shorter  the period
    between  adjustments,  the smaller the impact of interest rate fluctuations
    on the value of these securities.

o   The market value of a variable rate security usually tends toward par (100%
    of face value) at interest rate adjustment time.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

We may invest the Fund's assets in mortgage-backed and asset-backed securities.
Mortgage-backed  securities include,  but are not limited to, securities issued
by the  Government  National  Mortgage  Association  (Ginnie Mae),  the Federal
National Mortgage  Association  (Fannie Mae) and the Federal Home Loan Mortgage
Corporation  (Freddie Mac). These securities  represent  ownership in a pool of
mortgage loans. They differ from  conventional  bonds in that principal is paid
back to the investor as payments are made on the underlying

                                      27
<PAGE>

mortgages  in the  pool.  Accordingly,  the  Fund  receives  monthly  scheduled
payments  of  principal  and  interest  along  with any  unscheduled  principal
prepayments  on  the  underlying   mortgages.   Because  these   scheduled  and
unscheduled principal payments must be reinvested at prevailing interest rates,
mortgage-backed  securities  do not  provide an  effective  means of locking in
long-term interest rates for the investor.  Like other fixed income securities,
when interest rates rise,  the value of a  mortgage-backed  security  generally
will  decline;  however,  when  interest  rates  are  declining,  the  value of
mortgage-backed securities with prepayment features may not increase as much as
other fixed income securities.

Mortgage-backed  securities also include  collateralized  mortgage  obligations
(CMOs).  CMOs are obligations fully  collateralized by a portfolio of mortgages
or  mortgage-related  securities.  CMOs are divided into pieces (tranches) with
varying maturities.  The cash flow from the underlying mortgages is used to pay
off each tranche  separately.  CMOs are designed to provide investors with more
predictable maturities than regular mortgage securities but such maturities can
be  difficult  to  predict  because of the  effect of  prepayments.  Failure to
accurately predict  prepayments can adversely affect the Fund's return on these
investments. CMOs may also be less marketable than other securities.

Asset-backed  securities  represent a  participation  in, or are secured by and
payable  from, a stream of payments  generated by  particular  assets,  such as
credit card,  motor vehicle,  or trade  receivables.  They may be  pass-through
certificates,  which  have  characteristics  very  similar  to  mortgage-backed
securities,  discussed  above.  They may  also be in the  form of  asset-backed
commercial paper, which is issued by a special purpose entity, organized solely
to issue the  commercial  paper and to purchase  interests  in the assets.  The
credit quality of these  securities  depends  primarily upon the quality of the
underlying assets and the level of credit support and enhancement provided.

The weighted  average  life of such  securities  is likely to be  substantially
shorter  than their stated  final  maturity as a result of scheduled  principal
payments and unscheduled principal prepayments.

MUNICIPAL LEASE OBLIGATIONS

We may invest the Fund's assets in a variety of instruments  commonly  referred
to as municipal lease obligations, including:

o   Leases,
o   Installment purchase contracts, and
o   Certificates of participation in such leases and contracts.

MASTER DEMAND NOTES

We may invest the Fund's assets in master demand notes,  which are  obligations
that permit the investment of fluctuating amounts by the Fund, at varying rates
of interest  using direct  arrangements  between the Fund,  as lender,  and the
borrower.  These notes permit daily changes in the amounts  borrowed.  The Fund
has the right to increase the amount under the

                                      28
<PAGE>

note at any time up to the full amount  provided by the note  agreement,  or to
decrease  the amount,  and the  borrower may repay up to the full amount of the
note without  penalty.  Frequently,  such obligations are secured by letters of
credit or other credit support  arrangements  provided by banks. Because master
demand notes are direct lending  arrangements  between the lender and borrower,
these  instruments  generally  will not be traded,  and there  generally  is no
secondary market for these notes, although they are redeemable (and immediately
repayable by the borrower) at face value, plus accrued  interest,  at any time.
We will invest the Fund's  assets in master  demand  notes only if the Board of
Trustees  or its  delegate  has  determined  that  they are of  credit  quality
comparable to the debt securities in which the Fund generally may invest.

EURODOLLAR AND YANKEE OBLIGATIONS

We may invest a portion of the Fund's assets in dollar-denominated  instruments
that have been issued outside the U.S. capital markets by foreign  corporations
and financial  institutions  and by foreign  branches of U.S.  corporations and
financial institutions  (Eurodollar) as well as dollar-denominated  instruments
that have been issued by foreign issuers in the U.S. capital markets  (Yankee).
In addition,  we may invest a portion of the Fund's  assets in  Eurodollar  and
Yankee obligations of investment-grade emerging market countries.

PUT BONDS

We may  invest the  Fund's  assets in  securities  (including  securities  with
variable interest rates) which may be redeemed or sold back (put) to the issuer
of the security or a third party prior to stated maturity (put bonds).

o   Such securities will normally trade as if maturity is the earlier put date,
    even  though  stated  maturity  is  longer.   Under  the  Fund's  portfolio
    allocation  procedure,  maturity  for put bonds is deemed to be the date on
    which the put becomes exercisable.

FORWARD CURRENCY CONTRACTS

The Fund may hold securities  denominated in foreign  currencies.  As a result,
the value of the  securities  will be affected by changes in the exchange  rate
between the dollar and foreign currencies.  In managing currency exposure,  the
Fund may enter into forward currency  contracts.  A forward  currency  contract
involves an agreement  to purchase or sell a specified  currency at a specified
future date or over a  specified  time period at a price set at the time of the
contract.  The Fund may only enter into forward  currency  contracts.  When the
Fund enters into a contract for the purchase or sale of a security  denominated
in a foreign  currency,  it desires to "lock in" the U.S.  dollar  price of the
security.

ILLIQUID SECURITIES

We may  invest  up to 15% of the  Fund's  net  assets in  securities  which are
illiquid.  Illiquid  securities are those securities that cannot be disposed of
in the ordinary course of business,  seven days or less, at  approximately  the
value at which the Fund has valued the securities.

                                      29
<PAGE>
                                   APPENDIX B

USAA Family of No-Load Mutual Funds

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

     FUND
  TYPE/NAME                     VOLATILITY
=================================================
CAPITAL APPRECIATION
Aggressive Growth               Very high
Emerging Markets (1)            Very high
First Start Growth              Moderate to high
Gold (1)                        Very high
Growth                          Moderate to high
Growth & Income                 Moderate
International (1)               Moderate to high
S&P 500 Index (2)               Moderate
Science & Technology            Very high
World Growth (1)                Moderate to high
=================================================
ASSET ALLOCATION
Balanced Strategy (1)           Moderate
Cornerstone Strategy (1)        Moderate
Growth and Tax Strategy         Moderate
Growth Strategy (1)             Moderate to high
Income Strategy                 Low to moderate
=================================================
INCOME -- TAXABLE
GNMA                            Low to moderate
Income                          Moderate
Income Stock                    Moderate
Short-Term Bond                 Low
=================================================
INCOME -- TAX EXEMPT
Long-Term (3)                   Moderate
Intermediate-Term (3)           Low to moderate
Short-Term (3)                  Low
State Bond/Income (3, 4)        Moderate
=================================================
MONEY MARKET 
Money Market (5)                Very low
Tax Exempt Money Market (3, 5)  Very low
Treasury Money Market Trust (5) Very low
State Money Market (3, 4, 5)    Very low
=================================================

1  FOREIGN INVESTING IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY 
   FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY.
2  S&P(R) IS A TRADEMARK OF THE MCGRAW-HILL COMPANIES, INC., AND HAS BEEN
   LICENSED FOR USE. THE PRODUCT IS NOT SPONSORED, SOLD OR PROMOTED BY STANDARD
   & POOR'S, AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE 
   ADVISABILITY OF INVESTING IN THE PRODUCT.
3  SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.
4  CALIFORNIA, FLORIDA, NEW YORK, TEXAS, AND VIRGINIA FUNDS ARE OFFERED ONLY 
   TO RESIDENTS OF THOSE STATES.
5  AN INVESTMENT IN A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY 
   THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL BE 
   ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.

                                      30
<PAGE>
                                     NOTES
<PAGE>
If you would like more information about the Fund, you may call  1-800-531-8181
to request a free copy of the Fund's Statement of Additional Information (SAI),
Annual or Semiannual  Report, or to ask other questions about the Fund. The SAI
has been filed with the Securities and Exchange Commission (SEC) and is legally
a part  of the  Prospectus.  In the  Fund's  Annual  Report,  you  will  find a
discussion  of  the  market   conditions   and   investment   strategies   that
significantly affected the Fund's performance during the last fiscal year.

To view these documents,  along with other related documents, you can visit the
SEC's  Internet  web  site  (http://www.sec.gov)  or  the  Commission's  Public
Reference Room in Washington,  D.C.  Information on the operation of the public
reference room can be obtained by calling 1-800-SEC-0330.  Additionally, copies
of this  information  can be obtained,  for a  duplicating  fee, by writing the
Public Reference Section of the Commission, Washington, D.C. 20549-6009.

                INVESTMENT ADVISER, UNDERWRITER AND DISTRIBUTOR
                       USAA Investment Management Company
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                 TRANSFER AGENT
                       USAA Shareholder Account Services
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                   CUSTODIAN
                      State Street Bank and Trust Company
                                 P.O. Box 1713
                          Boston, Massachusetts 02105
                         ------------------------------
                           TELEPHONE ASSISTANCE HOURS
                         Call toll free - Central Time
                     Monday - Friday 8:00 a.m. to 8:00 p.m.
                        Saturdays 8:30 a.m. to 5:00 p.m.
                         ------------------------------
                   FOR ADDITIONAL INFORMATION ON MUTUAL FUNDS
                   1-800-531-8181, (in San Antonio) 456-7211
                For account servicing, exchanges or redemptions
                   1-800-531-8448, (in San Antonio) 456-7202
                         ------------------------------
                       RECORDED MUTUAL FUND PRICE QUOTES
                        24-Hour Service (from any phone)
                   1-800-531-8066, (in San Antonio) 498-8066
                         ------------------------------
                           MUTUAL FUND TOUCHLINE (R)
                          (from Touchtone phones only)
              For account balance, last transaction or fund prices
                   1-800-531-8777, (in San Antonio) 498-8777

                   Investment Company Act File No. 811-4019

<PAGE>
                                 USAA EMERGING
                                  MARKETS FUND

                                   PROSPECTUS
                                OCTOBER 1, 1998

As with other mutual funds,  the  Securities  and Exchange  Commission  has not
approved  or  disapproved  of this Fund's  shares or  determined  whether  this
prospectus  is  accurate  or  complete.  Anyone  who  tells  you  otherwise  is
committing a crime.

                               TABLE OF CONTENTS

What is the Fund's Investment Objective and Main Strategy?...... 2
Main Risks of Investing in This Fund............................ 2
Is This Fund for You?........................................... 3
Could the Value of Your Investment in This Fund Fluctuate?...... 3
Fees and Expenses............................................... 5
Fund Investments................................................ 6
Fund Management.................................................10
Using Mutual Funds in an Investment Program.....................11
How to Invest...................................................12
Important Information About Purchases and Redemptions...........15
Exchanges.......................................................16
Shareholder Information.........................................17
Financial Highlights............................................20
Appendix A .....................................................21
Appendix B .....................................................23
Appendix C......................................................25

<PAGE>

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

WHAT IS THE FUND'S INVESTMENT OBJECTIVE AND MAIN STRATEGY?

The Fund has an objective of capital  appreciation.  We will attempt to achieve
this  objective by investing the Fund's  assets mostly in equity  securities of
emerging market companies.

In view of the risks inherent in all  investments  in  securities,  there is no
assurance that the Fund's  objective will be achieved.  See FUND INVESTMENTS on
page 6 for more information.

MAIN RISKS OF INVESTING IN THIS FUND

The primary  risks of  investing  in this Fund are market risk and the risks of
foreign investing.

o   MARKET RISK involves the possibility that the Fund's  investments in equity
    securities will decline because of falls in the stock market,  reducing the
    value of individual company's stocks,  regardless of the success or failure
    of an individual company's operations.

o   FOREIGN INVESTING RISK involves the possibility that the Fund's investments
    in  foreign  stock  will  decrease   because  of  currency   exchange  rate
    fluctuations,  increased price volatility,  uncertain political conditions,
    and other factors.

Those  risks  are  particularly  heightened  in this  Fund due to the fact that
within the  universe  of foreign  investing,  investments  in  emerging  market
countries are most  volatile.  Emerging  market  countries are less diverse and
mature than other  countries and tend to be  politically  less stable.  As with
other  mutual  funds,  losing  money  is an  additional  risk  associated  with
investing in this Fund.

As you consider an investment  in this Fund,  you should also take into account
your tolerance for the daily  fluctuations of the financial markets and whether
you can afford to leave your money in the  investment  for long periods of time
to ride out down periods.

An  investment  in this Fund is not a deposit of USAA Federal  Savings Bank, or
any other  bank,  and is not  insured  or  guaranteed  by the  Federal  Deposit
Insurance Corporation or any other government agency.

                                       2
<PAGE>

[CAUTION LIGHT]
Look for this symbol throughout the Prospectus. We use it to mark more detailed
information about the main risks you will face as a Fund shareholder.

IS THIS FUND FOR YOU?

This Fund might be appropriate as part of your investment portfolio if . . .

|X| You are looking for an  investment  in foreign  securities  to balance your
    domestic securities portfolio.
|X| You are willing to give up current income for long-term growth.
|X| You are willing to accept very high risk.
|X| You are seeking an appropriate investment for an IRA, through a 401(k) plan
    or 403(b) plan, or other tax-sheltered account.

This Fund MAY NOT be appropriate as part of your investment portfolio if . . .

|X| You are unable or reluctant to invest for a period of seven years or more.
|X| You need an investment that provides steady income.
|X| You need an investment that provides tax-free income.
|X| You are unwilling to take high risk for long-term growth.

COULD THE VALUE OF YOUR INVESTMENT IN THIS FUND FLUCTUATE?

Yes, it could.  In fact,  the value of your  investment in the Fund will likely
increase or  decrease.  Because the risks are higher in emerging  markets  than
developed  international  markets or the United States, the Fund is expected to
be  significantly  more volatile than the average  equity mutual fund.  The bar
chart shown on the next page illustrates the Fund's  volatility and performance
from year to year over the life of the Fund.

                                       3
<PAGE>

TOTAL RETURN

All mutual funds must use the same formula to calculate total return.

                                  TOTAL RETURN
                                  MEASURES THE
                                  PRICE CHANGE
                                   IN A SHARE
                                  ASSUMING THE
                                  REINVESTMENT
                                OF ALL DIVIDEND
                                   INCOME AND
                                  CAPITAL GAIN
                                 DISTRIBUTIONS.

[BAR CHART]
    CALENDAR        TOTAL RETURN
      YEAR           PERCENTAGE
     1995*               3.65
     1996               16.59
     1997               -3.46

     *FUND BEGAN OPERATIONS ON NOVEMBER 7, 1994.

     THE FUND'S TOTAL RETURN FOR THE SIX-MONTH  PERIOD ENDED JUNE 30, 1998, WAS
     -17.16%.

During the  periods  shown in the bar chart,  the  highest  total  return for a
quarter was 14.11%  (quarter  ending June 30, 1995) and the lowest total return
for a quarter was -17.24% (quarter ending December 31, 1997).

The table below shows how the Fund's  average  annual  returns for the one-year
period  as well as the life of the  Fund  compared  to  those of a  broad-based
securities market index. Remember,  historical performance does not necessarily
indicate what will happen in the future.

  =======================================================================
  Average Annual Total Returns                             Since Fund's
  (for the periods ending            Past                  Inception on
  December 31, 1997)                1 Year               November 7, 1994
  =======================================================================
  Emerging Markets Fund            -3.46%                       2.15%
  -----------------------------------------------------------------------
  International Financial
   Corporation (IFC) Global
   Composite Index*               -14.54%                     -10.21%
  =======================================================================
  *INTERNATIONAL  FINANCIAL  CORPORATION  (IFC)  GLOBAL  COMPOSITE  INDEX IS AN
   UNMANAGED  BROAD-BASED  INDEX OF EMERGING MARKETS PER THE WORLD BANK GNP PER
   CAPITAL DEFINITION.

                                       4
<PAGE>

                              [TELEPHONE GRAPHIC]
                                 TOUCHLINE (R)
                                 1-800-531-8777
                                     PRESS
                                       1
                                      THEN
                                       1
                                      THEN 
                                     5 6 #

Please  consider  performance  information  in light of the  Fund's  investment
objective and policies and market  conditions during the reported time periods.
Again,  you must  remember that  historical  performance  does not  necessarily
indicate what will happen in the future.  The value of your shares may go up or
down. For the most current price and return  information for this Fund, you may
call TouchLINE(R) at 1-800-531-8777.  Press 1 for the Mutual Fund Menu, press 1
again for prices and returns. Then, press 56# when asked for the Fund Code.

                                   NEWSPAPER
                                     SYMBOL
                                     EmgMkt

                                     TICKER
                                     SYMBOL
                                     USEMX

You can also find the most current price of your shares in the business section
of your newspaper in the mutual fund section under the heading "USAA Group" and
the symbol  "EmgMkt." If you prefer to obtain this  information from an on-line
computer service, you can do so by using the ticker symbol "USEMX."

FEES AND EXPENSES

This summary  shows what it will cost you directly or  indirectly  to invest in
the Fund.

Shareholder Transaction Expenses -- Fees You Pay Directly

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

Annual Fund Operating Expenses -- Fees You Pay Indirectly

Fund  expenses  come out of the Fund's  assets and are  reflected in the Fund's
share price and dividends.  "Other Expenses" include expenses such as custodian
and transfer agent fees. The figures below show actual expenses during the past
fiscal year ended May 31, 1998,  and are  calculated as a percentage of average
net assets.

                                  12B-1 FEES -
                                  SOME MUTUAL
                                  FUNDS CHARGE
                                   THESE FEES
                                   TO PAY FOR
                                  ADVERTISING
                                   AND OTHER
                                COSTS OF SELLING
                                  FUND SHARES.

             Management Fees                           1.00%
             Distribution (12b-1) Fees                  None
             Other Expenses                             .31%
                                                       -----
             Total Annual Fund Operating Expenses      1.31%
                                                       =====

Example of Effect of the Fund's Operating Expenses

This  example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual  funds.  Although  your actual costs
may be higher or lower,  you  would  pay the  following  expenses  on a $10,000
investment, assuming (1) 5% annual return, (2) the Fund's

                                       5
<PAGE>

operating  expenses  remain the same,  and (3) you redeem all of your shares at
the end of the periods shown.

                     1 year.......... $  133
                     3 years.........    415
                     5 years.........    718
                    10 years.........  1,579

FUND INVESTMENTS

Principal Investment Strategies and Risks

   Q    What is the Fund's principal investment strategy?

   A    The Fund's principal  investment strategy is to invest the Fund's total
        assets primarily in equity securities of emerging market companies.  We
        use the term "equity  securities" to include  common stocks,  preferred
        stocks, securities convertible into common stocks, and securities which
        carry the right to buy common stocks.

[CAUTION LIGHT]
MARKET RISK. Because this Fund invests in equity  securities,  it is subject to
stock  market  risk.  Stock  prices in general may  decline  over short or even
extended  periods,  regardless  of the  success  or  failure  of an  individual
company's  operations.  Stock markets tend to run in cycles,  with periods when
stock prices  generally go up, known as "bull" markets,  and periods when stock
prices generally go down, referred to as "bear" markets. Equity securities tend
to go up and down more than bonds.

   Q    What is an emerging market company?

   A    An issuer is an emerging market company if:

        o it is  organized  under the laws of an  emerging  market  country (as
          defined below);

        o the principal  trading market for its stock is in an emerging  market
          country; or

        o at least 50% of its revenues or profits are derived  from  operations
          within  emerging  market  countries or at least 50% of its assets are
          located within emerging market countries.

                                       6
<PAGE>

   Q    What countries are considered as emerging markets?

   A    For our purposes,  emerging  market  countries are all countries of the
        world  excluding  the  following,  which are  referred to as  developed
        countries:

        ASIA:     Australia, Japan, New Zealand
        AMERICAS: Canada, the United States
        EUROPE:   Austria, Belgium, Denmark, Finland, France, Germany, Holland,
                  Italy,  Luxembourg, Norway,  Spain, Sweden,  Switzerland, the
                  United Kingdom

   Q    What are the  characteristics  of the economic and political systems of
        emerging market countries?

   A    The economic and political  systems of emerging market countries can be
        described as possessing two or more of the following characteristics:

        o The  countries  in  which  these  stock  markets  are  found  have  a
          less-developed economy than the developed countries.

        o Economies of these countries are likely to be undergoing rapid growth
          or some  major  structural  change,  such  as a  change  in  economic
          systems,  rapid development of an industrial or value-added  economic
          sector,  or  attainment  of  significantly  better terms of trade for
          primary goods, to name a few examples.

        o Sustainable  economic growth rates are higher, or potentially higher,
          than developed countries.

        o Economies of these countries may be benefitting from the rapid growth
          of neighboring  countries and/or may be  significantly  influenced by
          growth of demand in the developed markets.

        o Personal income levels and consumption are generally lower than those
          in developed countries, but may be growing at a faster rate.

        o The  political  system is  likely to be, or appear to be, in  greater
          flux than the developed countries listed above.

                                       7
<PAGE>

   Q    In what emerging market countries does the Fund intend to invest?

   A    Some of the  countries  in which we expect to invest or may  invest the
        Fund's assets include, but are not limited to:

        ASIA:     China,  Hong Kong,  India,  Indonesia,  Korea,  Malaysia,
                  Pakistan, Philippines, Singapore, Taiwan, Thailand
        AMERICAS: Argentina, Brazil, Chile, Columbia, Ecuador, Mexico, Peru,
                  Venezuela
        AFRICA/MIDDLE EAST:  Egypt, Ghana, Israel, Morocco, South Africa, 
                             Turkey, Zimbabwe
        EUROPE/OTHER:  Czech Republic, Greece, Hungary, Poland, Portugal, 
                       Russia, Slovakia

[CAUTION LIGHT]
FOREIGN  INVESTING.   Investing  in  foreign  securities,   including  American
Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs),  poses unique
risks:  currency  exchange  rate  fluctuations;   foreign  market  illiquidity;
increased price  volatility;  exchange control  regulations;  foreign ownership
limits;  different  accounting,  reporting,  and disclosure  requirements;  and
difficulties  in  obtaining  legal  judgments.  In the  past,  equity  and debt
instruments  of foreign  markets have been more  volatile  than equity and debt
instruments of U.S. securities markets.

                                 ADR - FOREIGN
                                 SHARES HELD BY
                                  A U.S. BANK
                                  WHICH ISSUES
                                   A RECEIPT
                                   EVIDENCING
                                   OWNERSHIP.
                                 DIVIDENDS ARE
                                  PAID IN U.S.
                                    DOLLARS.

                                 GDR - FOREIGN
                                 SHARES HELD BY
                                   A U.S. OR
                                  FOREIGN BANK
                                  WHICH ISSUES
                                   A RECEIPT
                                   EVIDENCING
                                   OWNERSHIP.
                                 DIVIDENDS ARE
                                  PAID IN U.S.
                                    DOLLARS.

o   EMERGING  MARKETS  RISK.  A country  that is in the  initial  stages of its
    industrial   cycle  is  considered  to  be  an  emerging  markets  country.
    Investments in developing countries involve exposure to economic structures
    that are generally less diverse and mature than in the United States and to
    political  systems  which  may be less  stable.  In the  past,  markets  of
    developing  countries have been more volatile than the markets of developed
    countries.

o   POLITICAL  RISK.  Political  risk  includes a greater  potential  for coups
    d'etat,  revolts,  and  expropriation  by governmental  organizations.  For
    example,  we may  invest the  Fund's  assets in  Eastern  Europe and former
    states of the Soviet Union (also known as the  Commonwealth  of Independent
    States or CIS).  These  countries  were under  communist  systems which had
    nationalized  private industry.  There is no guarantee that nationalization
    may not occur  again in this  region or others in which we may  invest  the
    Fund's  assets,  in  which  case,  we may  lose  all or part of the  Fund's
    investment in that country's issuers.

                                       8
<PAGE>

   Q    Will the Fund's assets be invested in any other securities?

   A    We may invest the remainder of the Fund's  assets in  investment-grade,
        short-term debt instruments having the following characteristics:

        o remaining  maturities  of less than one year that have been issued or
          guaranteed as to both  principal and interest by the U.S.  Government
          or its agencies or instrumentalities, and

        o repurchase agreements collateralized by such securities.

        The Fund may  also  invest  part of its  cash  position  in  short-term
        sovereign debt securities of emerging market  countries for the purpose
        of  obtaining a higher  yield.  Additionally,  we may invest the Fund's
        assets  in stocks of  selected  issuers  which  have  favorable  growth
        prospects,  but may not be organized or otherwise  situated in emerging
        markets.

        We may also invest the Fund's assets in public and private  sector debt
        and fixed income  instruments  of emerging  market  issuers,  including
        Brady Bonds of selected countries,  which we believe have the potential
        for  significant  capital   appreciation  (due,  for  example,  to  our
        assessment  of  prospects  for the  issuer  or its  domicile  country),
        without regard to any interest or dividend  yields payable  pursuant to
        such  securities.  These latter  investments  may be  considered  to be
        speculative in nature.

        As  a  temporary   defensive  measure  because  of  market,   economic,
        political, or other conditions,  we may invest up to 100% of the Fund's
        assets in  investment-grade,  short-term  debt  instruments,  which may
        result in the Fund not achieving its  investment  objective  during the
        time it is in this temporary defensive posture.

   Q    Are there any restrictions as to the types of business or operations of
        companies in which the Fund's assets may be invested?

   A    No, there are no restrictions except that we may not invest 25% or more
        of the Fund's total assets in one industry. The Fund's investments will
        be diversified in four or more countries.

        We  believe  that  attractive  investment  opportunities  exist in many
        emerging  markets.  While  investing  a  person's  assets  solely in an
        emerging  market fund may not be suitable,  for those willing to accept
        higher   volatility,   including   the  Emerging   Markets  Fund  in  a
        well-diversified  portfolio could  significantly  enhance returns.  The
        Fund  combines the  advantages  of  diversified  investment in emerging
        markets with the  convenience  and  liquidity of a mutual fund based in
        the United States.

                                       9
<PAGE>

   Q    How are the decisions to buy and sell securities made?

   A    We review countries and regions for economic and political stability as
        well as future prospects. Then we research individual companies looking
        for favorable valuations,  growth prospects, quality of management, and
        industry outlook. Securities are sold if we believe they are overvalued
        or if the political environment significantly deteriorates.

For additional  information  about other  securities in which we may invest the
Fund's assets, see APPENDIX B on page 23.

FUND MANAGEMENT

The Trust has retained us, USAA Investment  Management Company, to serve as the
manager and  distributor  for the Trust. We are an affiliate of United Services
Automobile   Association  (USAA),  a  large,   diversified  financial  services
institution.  As of the  date  of this  Prospectus,  we had  approximately  $37
billion  in  total  assets  under  management.  Our  mailing  address  is  9800
Fredericksburg Road, San Antonio, TX 78288.

We provide management  services to the Fund pursuant to an Advisory  Agreement.
We are responsible for managing the Fund's  portfolio  (including  placement of
brokerage  orders) and its business  affairs,  subject to the  authority of and
supervision  by the Board of Trustees.  For our  services,  the Fund pays us an
annual fee.  This fee was  computed and paid at one percent (1%) of average net
assets for the fiscal year ended May 31, 1998. We also provide services related
to selling the Fund's shares and receive no compensation for those services.

Although our officers and employees,  as well as those of the Trust, may engage
in personal securities transactions, they are restricted by the procedures in a
Joint Code of Ethics adopted by the Trust and us.

Portfolio Transactions

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

                                      10
<PAGE>

Portfolio Manager

[PHOTOGRAPH OF PORTFOLIO MANAGER]
W. TRAVIS SELMIER
W. Travis  Selmier,  II,  Assistant Vice President of Equity  Investments,  has
managed the Fund since  November 1994.  He has 11 years  investment  management
experience  and has  worked  for us for seven  years.  Mr.  Selmier  earned the
Chartered  Financial  Analyst  designation  in  1990  and  is a  member  of the
Association  for  Investment  Management  and Research,  San Antonio  Financial
Analysts Society, Inc., and the International Society of Financial Analysts. He
holds an MBA from Indiana University,  a Certificate of Proficiency from Sophia
University Japanese Language Institute,  Japan, and a BA from the University of
California at Santa Barbara.

USING MUTUAL FUNDS IN AN INVESTMENT PROGRAM

I. The Idea Behind Mutual Funds

Mutual funds provide small investors some of the advantages  enjoyed by wealthy
investors.  A  relatively  small  investment  can  buy  part  of a  diversified
portfolio. That portfolio is managed by investment professionals, relieving you
of the  need to make  individual  stock  or bond  selections.  You  also  enjoy
conveniences,  such as daily  pricing,  liquidity,  and in the case of the USAA
Family of Funds, no sales charge. The portfolio, because of its size, has lower
transaction  costs on its trades than most individuals would have. As a result,
you own an investment  that in earlier times would have been  available only to
very wealthy people.

II. Using Funds in an Investment Program

In  choosing a mutual  fund as an  investment  vehicle,  you are giving up some
investment decisions,  but must still make others. The decisions you don't have
to make are those involved with choosing individual securities. We will perform
that function.  In addition, we will arrange for the safekeeping of securities,
auditing the annual financial  statements,  and daily valuation of the Fund, as
well as other functions.

You,  however,  retain  at  least  part of the  responsibility  for an  equally
important  decision.  This decision involves  determining a portfolio of mutual
funds that balances your  investment  goals with your tolerance for risk. It is
likely that this decision may include the use of more than one fund of the USAA
Family of Funds.

For  example,  assume you wish to diversify  internationally.  You could divide
your investments between the Emerging Markets,  Gold,  International,  or

                                      11
<PAGE>

World Growth Funds and holdings in domestic funds. This would give you exposure
to the  opportunities of investments in many foreign  countries and to currency
changes.  This is just one way you could combine funds to fit your own risk and
reward goals.

III. USAA's Family of Funds

We offer you  another  alternative  with our  asset  strategy  funds  listed in
APPENDIX C under asset allocation on page 25. These unique mutual funds provide
a  professionally-managed,  diversified  investment  portfolio  within a mutual
fund.  Designed for the individual who prefers to delegate the asset allocation
process to an investment  manager,  their  structure  achieves  diversification
across a number of investment categories.

Whether you prefer to create  your own mix of mutual  funds or use a USAA Asset
Strategy  Fund,  the USAA  Family of Funds  provides  a broad  range of choices
covering  just  about  any   investor's   investment   objectives.   Our  sales
representatives  stand  ready to assist you with your  choices  and to help you
craft a  portfolio  to meet your  needs.  Refer to  APPENDIX C on page 25 for a
complete list of the USAA Family of No-Load Mutual Funds.

HOW TO INVEST

Purchase of Shares

OPENING AN ACCOUNT

You may open an account and make an investment  as described  below by mail, in
person,  bank wire,  electronic  funds  transfer  (EFT),  or phone. A complete,
signed  application is required for each new account.  However,  after you open
your initial account with us, you will not need to fill out another application
unless the registration is different.

TAX ID NUMBER

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

EFFECTIVE DATE

When you make a purchase, your purchase price will be the net asset value (NAV)
per share next  determined  after we receive your  request in proper form.  The
Fund's NAV is determined at the close of the regular trading session (generally
4:00 p.m. Eastern Time) of the New York Stock Exchange (NYSE) each day the NYSE
is open.  If we receive  your  request  and  payment  prior to that time,  your
purchase price will be the NAV per share determined for that

                                      12
<PAGE>

day.  If we  receive  your  request  or  payment  after  the NAV per  share  is
calculated,  the purchase  will be effective on the next  business  day. If you
plan to purchase Fund shares with a foreign check,  we suggest you convert your
foreign check to U.S.  dollars prior to investment in the Fund. This will avoid
a potential  delay in the effective  date of your purchase of up to four to six
weeks.  Furthermore,  a bank charge may be assessed  in the  clearing  process,
which will be deducted from the amount of the purchase.

MINIMUM INVESTMENTS

INITIAL PURCHASE

[MONEY GRAPHIC]
o   $3,000.  [$500 Uniform  Gifts/Transfers to Minors Act (UGMA/UTMA)  accounts
    and $250 for IRAs] or no initial  investment  if you elect to have  monthly
    electronic  investments  of at least $50 each.  We may  periodically  offer
    programs   that   reduce  the  minimum   amounts  for  monthly   electronic
    investments.  Employees of USAA and its  affiliated  companies  may open an
    account through payroll  deduction for as little as $25 per pay period with
    no initial investment.

ADDITIONAL PURCHASES

o   $50

HOW TO PURCHASE

MAIL

[ENVELOPE GRAPHIC]
o   To open an account, send your application and check to:
       USAA Investment Management Company
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   To add to your account,  send your check and the "Invest by Mail" stub that
    accompanies your Fund's transaction confirmation to the Transfer Agent:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288

IN PERSON

[HANDSHAKE GRAPHIC]
o   To open an account, bring your application and check to:
       USAA Investment Management Company
       USAA Federal Savings Bank
       10750 Robert F. McDermott Freeway
       San Antonio, TX 78288

                                      13
<PAGE>

BANK WIRE

[WIRE GRAPHIC]
o   Instruct  your bank  (which may charge a fee for the  service)  to wire the
    specified amount to the Fund as follows:
       State Street Bank and Trust Company
       Boston, MA 02101
       ABA#011000028
       Attn: USAA Emerging Markets Fund
       USAA Account Number: 69384998
       Shareholder(s) Name(s)______________________________________
       Shareholder(s) Mutual Fund Account Number___________________

ELECTRONIC FUNDS TRANSFER

[CALENDAR GRAPHIC]
o   Additional  purchases  on a  regular  basis  can  be  deducted  from a bank
    account, paycheck,  income-producing  investment, or USAA money market fund
    account.  Sign up for  these  services  when  opening  an  account  or call
    1-800-531-8448 to add these services.

PHONE 1-800-531-8448

[TELEPHONE GRAPHIC]

o   If you have an existing  USAA mutual fund  account and would like to open a
    new account or exchange to another  USAA Fund,  call for  instructions.  To
    open an account by phone,  the new account must have the same  registration
    as your existing account.

Redemption of Shares

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

We will send you your  money  within  seven days  after the  effective  date of
redemption.  Payment for redemption of shares purchased by EFT or check is sent
after the EFT or check has  cleared,  which  could  take up to 15 days from the
purchase date. If you are considering redeeming shares soon after purchase, you
should purchase by bank wire or certified check to avoid delay. Redemptions are
subject  to taxes  based on the  difference  between  the cost of  shares  when
purchased and the price received upon redemption.

In  addition,  the Trust  may  elect to  suspend  the  redemption  of shares or
postpone the date of payment in limited circumstances.

                                      14
<PAGE>

HOW TO REDEEM

WRITTEN, FAX, TELEGRAPH, OR TELEPHONE

[FAX MACHINE GRAPHIC]
o   Send your written instructions to:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   Send a signed fax to 1-800-292-8177, or send a telegram to USAA Shareholder
    Account Services.
o   Call toll free 1-800-531-8448, in San Antonio, 456-7202.

Telephone redemption privileges are automatically established when you complete
your application.  The Fund will employ  reasonable  procedures to confirm that
instructions  communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account,  the following  information is obtained:
(1) USAA number or account number, (2) the name(s) on the account registration,
and (3) social  security  number or tax  identification  number for the account
registration.  Additionally, all telephone communications with you are recorded
and confirmations of account transactions are sent to the address of record. If
you were issued stock  certificates  for your shares,  redemption by telephone,
fax, or telegram is not available.

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

Investor's Guide to USAA Mutual Fund Services

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

Account Balance

USAA Shareholder  Account Services (SAS), the Fund's transfer agent, may assess
annually a small balance account fee of $12 to each shareholder  account with a
balance,  at the time of assessment,  of less than $2,000.  The fee will reduce
total transfer  agency fees paid by the Fund to SAS.  Accounts  exempt from the
fee include: (1) any account regularly purchasing  additional shares each month
through an automatic  investment  plan;  (2) any account  registered  under the
Uniform Gifts/Transfers to Minors Act (UGMA/UTMA);

                                      15
<PAGE>

(3) all (non-IRA) money market fund accounts;  (4) any account whose registered
owner has an  aggregate  balance  of $50,000 or more  invested  in USAA  mutual
funds; and (5) all IRA accounts (for the first year the account is open).

Trust Rights

The Trust reserves the right to:

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

o   limit or  discontinue  the offering of shares of any portfolio of the Trust
    without notice to the shareholders;

o   require a  signature  guarantee  for  transactions  or  changes  in account
    information in those  instances  where the  appropriateness  of a signature
    authorization  is in  question.  The  Statement of  Additional  Information
    contains information on acceptable guarantors;

o   redeem an account with less than $900, with certain limitations.

EXCHANGES

Exchange Privilege

The exchange privilege is automatic when you complete your application. You may
exchange  shares  among Funds in the USAA Family of Funds,  provided you do not
hold these shares in stock  certificate  form and the shares to be acquired are
offered in your state of residence.  After the exchange order is received,  the
Fund's  transfer agent will  simultaneously  process  exchange  redemptions and
purchases  at  the  share  prices  next  determined.  The  investment  minimums
applicable to share  purchases also apply to exchanges.  For federal income tax
purposes,  an exchange  between Funds is a taxable event;  and as such, you may
realize a capital gain or loss.  Such capital  gains or losses are based on the
difference  between the cost of shares when  purchased  and the price  received
upon exchange.

The Fund has undertaken certain procedures regarding telephone  transactions as
described on page 15.

Exchange Limitations, Excessive Trading

To  minimize  Fund costs and to protect the Funds and their  shareholders  from
unfair expense burdens,  the Funds restrict excessive  exchanges.  The limit on
exchanges  out of any Fund in the USAA Family of Funds for each  account is six
per calendar  year (except  there is no  limitation on exchanges out of the Tax
Exempt Short-Term Fund,  Short-Term Bond Fund, or any of the money market funds
in the USAA Family of Funds).

                                      16
<PAGE>

SHAREHOLDER INFORMATION

Share Price Calculation

                                 NAV PER SHARE
                                     EQUALS
                                  TOTAL ASSETS
                                     MINUS
                                  LIABILITIES
                                   DIVIDED BY
                                  # OF SHARES
                                  OUTSTANDING

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

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.

Securities  trading in various  foreign markets may take place on days when the
NYSE is closed.  Further,  when the NYSE is open,  the  foreign  markets may be
closed.  Therefore, the calculation of the Fund's NAV may not take place at the
same time the prices of certain securities held by the Fund are determined.  In
most cases,  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 the Fund's NAV is  calculated  will not be  reflected  in the
Fund's NAV. If, however,  we determine that a particular event would materially
affect the Fund's NAV, then we, under the general  supervision  of the Board of
Trustees,  will use all  relevant,  available  information  to determine a fair
value for the affected portfolio securities.

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

Debt  securities  purchased  with  maturities  of 60 days or less are stated at
amortized  cost,  which  approximates  market value.  Other debt securities are
valued each  business  day at their  current  market value as  determined  by a
pricing service  approved by the Board of Trustees.  Securities which cannot be
valued by these methods, and all other assets, are valued in good faith at fair
value using methods we have  determined  under the general  supervision  of the
Board of Trustees.

For  additional  information  on how  securities  are valued,  see VALUATION OF
SECURITIES in the Fund's Statement of Additional Information.

Dividends and Distributions

The Fund pays net  investment  income  dividends  yearly.  Any net capital gain
distribution usually occurs within 45 days of the May 31 fiscal year end,

                                      17
<PAGE>

which  would be  somewhere  around  the  middle  of July.  The Fund  will  make
additional payments to shareholders,  if necessary,  to avoid the imposition of
any federal income or excise tax.

We  will   automatically   reinvest  all  income  dividends  and  capital  gain
distributions  unless we receive  different  instructions  from you.  The share
price will be the NAV of the Fund shares computed on the ex-dividend  date. Any
income dividends or capital gain distributions paid by the Fund will reduce the
NAV per share by the amount of the dividend or  distribution.  These  dividends
and distributions are subject to taxes.

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

Taxes

FEDERAL

This tax  information  is quite  general and refers to the  federal  income tax
provisions in effect as of the date of this Prospectus.  Note that the Taxpayer
Relief  Act  of  1997  and  the  technical   provisions   adopted  by  the  IRS
Restructuring  and Reform Act of 1998 may  affect the status and  treatment  of
certain  distributions  shareholders  receive  from  the  Fund.  We urge you to
consult  your tax adviser  about the status of  distributions  from the Fund in
your own state and locality.

FOREIGN

The Fund may be subject to foreign withholding or other taxes. If more than 50%
of the  value of the  Fund's  total  assets at the  close of any  taxable  year
consists of securities of foreign  corporations,  the Fund may file an election
with the Internal Revenue Service (the Foreign  Election) that would permit you
to take a credit (or a deduction) for foreign income taxes paid by the Fund. If
the  Foreign  Election  is made,  you would  include in your gross  income both
dividends  received from the Fund and foreign income taxes paid by the Fund. As
a shareholder  of the Fund,  you would be entitled to treat the foreign  income
taxes withheld as a credit against your U.S.  federal income taxes,  subject to
the  limitations  set forth in the Code with  respect to the foreign tax credit
generally.  Alternatively,  you could, if it were to your advantage,  treat the
foreign  income taxes  withheld as an itemized  deduction in computing  taxable
income  rather than as a tax credit.  You will not be entitled to a foreign tax
credit for taxes  paid to certain  countries;  however,  if the Fund  otherwise
qualifies  for the  Foreign  Election,  a  deduction  for  such  taxes  will be
available to  shareholders  of the Fund. It is  anticipated  that the Fund will
make the Foreign Election.

                                      18
<PAGE>

SHAREHOLDER - Dividends from taxable net investment income and distributions of
net  short-term  capital gains are taxable to you as ordinary  income,  whether
received  in cash or  reinvested  in  additional  shares.  A  portion  of these
dividends may qualify for the 70%  dividends  received  deduction  available to
corporations.

Regardless  of the length of time you have held Fund shares,  distributions  of
net  long-term  capital  gains are taxable as long-term  capital  gains whether
received in cash or reinvested in additional shares. These distributions may be
taxable at  different  rates  depending on the length of time the Fund held the
applicable investment.

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

o   fails to furnish the Fund with a correct tax identification number,
o   underreports dividend or interest income, or
o   fails to certify that he or she is not subject to withholding.

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

REPORTING - The Fund will report information to you annually concerning the tax
status of dividends and distributions for federal income tax purposes.

Year 2000

Like other organizations around the world, the Fund could be adversely affected
if the computer systems used by the Fund, its service  providers,  or companies
in which the Fund invests do not  properly  process and  calculate  information
that relates to dates beginning on January 1, 2000, and beyond.  This situation
may occur because for many years computer  programmers  used only two digits to
describe  years, such as 98 for 1998. A program  written in this manner may not
work when it encounters the year 00. To confront this situation, USAA companies
have spent much  effort and money; and we expect to have our systems  ready for
the Year 2000 by mid-1999. In addition, we are actively assessing the Year 2000
readiness of our service providers, partners, and companies in whose securities
we invest.  It is not possible for us to say that you will experience no effect
from this situation,  but we can say that we are making a large effort to avoid
any ill effects upon our shareholders.

We do believe you are entitled to know with certainty that we will stand behind
your share balance as of the close of business in 1999. When the market reopens
in 2000,  should any computer problem cause a change in the number of shares in
your account, we will return your account to its proper share balance.

                                      19
<PAGE>

FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand the Fund's
financial  performance since inception.  Certain information reflects financial
results for a single Fund share.  The total returns in the table  represent the
rate that an investor  would have earned (or lost) on an investment in the Fund
(assuming  reinvestment of all dividends and  distributions).  This information
has been audited by KPMG Peat Marwick LLP, whose report,  along with the Fund's
financial  statements,  are included in the Annual  Report,  which is available
upon request.
                                                             SEVEN-MONTH
                                                             PERIOD ENDED
                                YEAR ENDED MAY 31,              MAY 31,
                         -------------------------------------------------
                            1998        1997       1996          1995*
                         -------------------------------------------------
Net asset value at
  beginning of period    $   11.53    $  11.13   $   9.77      $  10.00
Net investment
  income (loss)                .07         .01       (.01)(b)       .03(b)
Net realized and
  unrealized gain (loss)     (2.44)        .89       1.60          (.26)
Distributions from net
  investment income            -           -         (.01)         -
Distributions of realized
  capital gains               (.18)       (.50)      (.22)         -
                         -------------------------------------------------
Net asset value at
  end of period          $    8.98    $  11.53   $  11.13      $   9.77
                         =================================================
Total return (%)**          (20.97)       8.69      16.93         (2.30)

Net assets at end of
  period (000)           $ 294,888    $ 95,644   $ 51,315      $ 22,914

Ratio of expenses to
  average net assets (%)      1.31        1.81       2.27          2.50(a)

Ratio of expenses to average
  net assets excluding
  reimbursements (%)           -           -          -            2.60(a)

Ratio of net investment
  income (loss) to
  average net assets (%)       .88         .03       (.08)          .53(a)

Portfolio turnover (%)       41.23       61.21      87.98         34.87
- -----------
  * Fund commenced operations November 7, 1994.
 ** Assumes  reinvestment of all dividend income and capital gain distributions
    during the period.
(a) Annualized.  The  ratio  is not  necessarily  indicative  of 12  months  of
    operations.
(b) Calculated using weighted average shares.

                                      20
<PAGE>

                                   APPENDIX A

MOODY'S CORPORATE RATINGS

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

Ba   Bonds which are rated Ba are judged to have  speculative  elements;  their
     future  cannot be  considered  as well  assured.  Often the  protection of
     interest and principal payments may be very moderate, and thereby not well
     safeguarded  during both  good and bad times over the future.  Uncertainty
     of position characterizes bonds in this class.

B    Bonds which are rated B generally  lack  characteristics  of the desirable
     investment. Assurance of interest and principal payments or of maintenance
     of other terms of the contract over any long period of time may be small.

Caa  Bonds  which are rated Caa are of poor  standing.  Such  issues  may be in
     default  or there may be  present  elements  of  danger  with  respect  to
     principal or interest.

Ca   Bonds which are rated Ca represent  obligations which are speculative in a
     high  degree.  Such  issues  are often in  default  or have  other  marked
     shortcomings.

C    Bonds which are rated C are the lowest rated class of bonds, and issues so
     rated can be regarded as having extremely poor prospects of ever attaining
     any real investment standing.

S&P CORPORATE RATINGS

BBB  An  obligation  rated  "BBB"  exhibits  ADEQUATE  protection   parameters.
     However,  adverse economic  conditions or changing  circumstances are more
     likely to lead to a weakened capacity of the obligor to meet its financial
     commitment on the obligation.

Obligations  rated  "BB,"  "B,"  "CCC,"  "CC," and "C" are  regarded  as having
significant  speculative  characteristics.  "BB"  indicates the least degree of
speculation and "C" the highest.  While such  obligations will likely have some
quality  and  protective  characteristics,  these  may be  outweighed  by large
uncertainties or major exposures to adverse conditions.

BB   An  obligation  rated "BB" is LESS  VULNERABLE  to  nonpayment  than other
     speculative  issues.  However,  it faces major  ongoing  uncertainties  or
     exposure to adverse  business,  financial,  or economic  conditions  which
     could lead to the  obligor's  inadequate  capacity  to meet its  financial
     commitment on the obligation.

B    An obligation  rated "B" is MORE VULNERABLE to nonpayment than obligations
     rated  "BB,"  but the  obligor  currently  has the  capacity  to meet  its
     financial commitment on the obligation.  Adverse business,  financial,  or
     economic   conditions  will  likely  impair  the  obligor's   capacity  or
     willingness to meet its financial commitment on the obligation.

CCC  An obligation  rated "CCC" is CURRENTLY  VULNERABLE  to nonpayment  and is
     dependent upon favorable business,  financial, and economic conditions for
     the obligor

                                      21
<PAGE>

     to meet  its  financial  commitment  on the  obligation.  In the  event of
     adverse business,  financial,  or economic conditions,  the obligor is not
     likely  to have the  capacity  to meet  its  financial  commitment  on the
     obligation.

CC   An obligation rated "CC" is CURRENTLY HIGHLY VULNERABLE to nonpayment.

C    The "C"  rating  may be  used to  cover  a  situation  where a  bankruptcy
     petition has been filed or similar action has been taken,  but payments on
     this obligation are being continued.

D    An obligation rated "D" is in payment default.  The "D" rating category is
     used when payments on an  obligation  are not made on the date due even if
     the  applicable  grace  period has not expired,  unless  Standard & Poor's
     believes that such payments will be made during such grace period. The "D"
     rating also will be used upon the filing of a  bankruptcy  petition or the
     taking of a similar action if payments on an obligation are jeopardized.

     PLUS (+) OR MINUS (-):  THE RATINGS  FROM "AA" TO "CCC" 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 "A" or better assigned to debt  obligations by Moody's
and S&P is included in APPENDIX A of the Statement of Additional Information.

                                      22
<PAGE>

                                   APPENDIX B

THE FOLLOWING ARE  DESCRIPTIONS  OF CERTAIN TYPES OF SECURITIES IN WHICH WE MAY
INVEST THE FUND'S ASSETS:

FORWARD CURRENCY CONTRACTS

The Fund may hold securities  denominated in foreign  currencies.  As a result,
the value of the  securities  will be affected by changes in the exchange  rate
between the dollar and foreign currencies.  In managing currency exposure,  the
Fund may enter into forward currency  contracts.  A forward  currency  contract
involves an agreement  to purchase or sell a specified  currency at a specified
future date or over a  specified  time period at a price set at the time of the
contract.  The Fund may only enter into forward  currency  contracts.  When the
Fund enters into a contract for the purchase or sale of a security  denominated
in a foreign  currency,  it desires to "lock in" the U.S.  dollar  price of the
security.

REPURCHASE AGREEMENTS

We  may  invest  the  Fund's   assets  in  repurchase   agreements   which  are
collateralized  by  obligations  issued or guaranteed as to both  principal and
interest  by the  U.S.  Government,  its  agencies,  and  instrumentalities.  A
repurchase  agreement is a transaction  in which a security is purchased with a
simultaneous  commitment  to sell it back to the seller (a  commercial  bank or
recognized  securities  dealer) at an agreed upon price on an agreed upon date.
This date is usually  not more than seven days from the date of  purchase.  The
resale price  reflects  the  purchase  price plus an agreed upon market rate of
interest,  which is unrelated  to the coupon rate or maturity of the  purchased
security.

WHEN-ISSUED SECURITIES

We may invest the Fund's assets in new issues of debt  securities  offered on a
when-issued basis.

o   Delivery  and  payment  take  place  after  the date of the  commitment  to
    purchase,  normally  within 45 days. Both price and interest rate are fixed
    at the time of commitment.
o   The Funds do not earn interest on the securities until settlement,  and the
    market  value  of  the  securities  may  fluctuate   between  purchase  and
    settlement.
o   Such securities can be sold before settlement date.

BRADY BONDS AND EMERGING MARKET DEBT

We may invest the Fund's  assets in Brady Bonds and public and  private  sector
debt and fixed income  instruments of emerging market issuers.  Brady Bonds are
securities  created  through a  restructuring  plan  introduced  by former U.S.
Treasury  Secretary  Nicholas  Brady.  The Brady Plan made  provisions  whereby
existing  commercial bank loans to both public and private entities in selected
developing  countries  are  exchanged  for  Brady  Bonds.  These  bonds  may be
denominated in other currencies,  but are usually  denominated in U.S. dollars.
Brady Bonds are actively traded in over-the-counter markets. As the markets for
these securities are relatively new, however,  and since they have from time to
time been subject to disruption,  we will monitor,  on a continuous  basis, the
liquidity of Brady Bonds held in the Fund's portfolio.

                                      23
<PAGE>

ILLIQUID SECURITIES

We may  invest  up to 15% of the  Fund's  net  assets in  securities  which are
illiquid.  Illiquid  securities are those securities that cannot be disposed of
in the ordinary course of business,  seven days or less, at  approximately  the
value at which the Fund has valued the securities.

CONVERTIBLE SECURITIES

We may invest the Fund's  assets in  convertible  securities,  which are bonds,
preferred stocks, and other securities that pay interest or dividends and offer
the buyer the ability to convert the security into common  stock.  The value of
convertible  securities  depends  partially  on interest  rate  changes and the
credit  quality  of the  issuer.  Because a  convertible  security  affords  an
investor the opportunity, through its conversion feature, to participate in the
capital  appreciation of the underlying  common stock, the value of convertible
securities also depends on the price of the underlying common stock.

                                      24
<PAGE>

                                   APPENDIX C

USAA Family of No-Load Mutual Funds

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

     FUND
  TYPE/NAME                     VOLATILITY
=================================================
CAPITAL APPRECIATION
Aggressive Growth               Very high
Emerging Markets (1)            Very high
First Start Growth              Moderate to high
Gold (1)                        Very high
Growth                          Moderate to high
Growth & Income                 Moderate
International (1)               Moderate to high
S&P 500 Index (2)               Moderate
Science & Technology            Very high
World Growth (1)                Moderate to high
=================================================
ASSET ALLOCATION
Balanced Strategy (1)           Moderate
Cornerstone Strategy (1)        Moderate
Growth and Tax Strategy         Moderate
Growth Strategy (1)             Moderate to high
Income Strategy                 Low to moderate
=================================================
INCOME -- TAXABLE
GNMA                            Low to moderate
Income                          Moderate
Income Stock                    Moderate
Short-Term Bond                 Low
=================================================
INCOME -- TAX EXEMPT
Long-Term (3)                   Moderate
Intermediate-Term (3)           Low to moderate
Short-Term (3)                  Low
State Bond/Income (3, 4)        Moderate
=================================================
MONEY MARKET 
Money Market (5)                Very low
Tax Exempt Money Market (3, 5)  Very low
Treasury Money Market Trust (5) Very low
State Money Market (3, 4, 5)    Very low
=================================================

1  FOREIGN INVESTING IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY 
   FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY.
2  S&P(R) IS A TRADEMARK OF THE MCGRAW-HILL COMPANIES, INC., AND HAS BEEN
   LICENSED FOR USE. THE PRODUCT IS NOT SPONSORED, SOLD OR PROMOTED BY STANDARD
   & POOR'S, AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE 
   ADVISABILITY OF INVESTING IN THE PRODUCT.
3  SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.
4  CALIFORNIA, FLORIDA, NEW YORK, TEXAS, AND VIRGINIA FUNDS ARE OFFERED ONLY 
   TO RESIDENTS OF THOSE STATES.
5  AN INVESTMENT IN A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY 
   THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL BE 
   ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.

                                      25
<PAGE>
                                     NOTES
<PAGE>
                                     NOTES
<PAGE>

  If  you  would  like  more   information   about  the  Fund,   you  may  call
  1-800-531-8181  to request a free copy of the Fund's  Statement of Additional
  Information  (SAI),  Annual or Semiannual  Report,  or to ask other questions
  about the Fund.  The SAI has been  filed  with the  Securities  and  Exchange
  Commission  (SEC) and is  legally  a part of the  Prospectus.  In the  Fund's
  Annual  Report,  you will find a  discussion  of the  market  conditions  and
  investment  strategies  that  significantly  affected the Fund's  performance
  during the last fiscal year.

  To view these documents,  along with other related  documents,  you can visit
  the SEC's Internet web site  (http://www.sec.gov)  or the Commission's Public
  Reference Room in Washington, D.C. Information on the operation of the public
  reference  room can be  obtained  by  calling  1-800-SEC-0330.  Additionally,
  copies of this information can be obtained, for a duplicating fee, by writing
  the Public Reference Section of the Commission, Washington, D.C. 20549-6009.

                INVESTMENT ADVISER, UNDERWRITER AND DISTRIBUTOR
                       USAA Investment Management Company
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                 TRANSFER AGENT
                       USAA Shareholder Account Services
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                   CUSTODIAN
                      State Street Bank and Trust Company
                                 P.O. Box 1713
                          Boston, Massachusetts 02105
                         ------------------------------
                           TELEPHONE ASSISTANCE HOURS
                         Call toll free - Central Time
                     Monday - Friday 8:00 a.m. to 8:00 p.m.
                        Saturdays 8:30 a.m. to 5:00 p.m.
                         ------------------------------
                   FOR ADDITIONAL INFORMATION ON MUTUAL FUNDS
                   1-800-531-8181, (in San Antonio) 456-7211
                For account servicing, exchanges or redemptions
                   1-800-531-8448, (in San Antonio) 456-7202
                         ------------------------------
                       RECORDED MUTUAL FUND PRICE QUOTES
                        24-Hour Service (from any phone)
                   1-800-531-8066, (in San Antonio) 498-8066
                         ------------------------------
                           MUTUAL FUND TOUCHLINE (R)
                          (from Touchtone phones only)
              For account balance, last transaction or fund prices
                   1-800-531-8777, (in San Antonio) 498-8777

                   Investment Company Act File No. 811-4019

<PAGE>
                                 USAA GOLD FUND

                                   Prospectus
                                October 1, 1998

As with other mutual funds,  the  Securities  and Exchange  Commission  has not
approved  or  disapproved  of this Fund's  shares or  determined  whether  this
prospectus  is  accurate  or  complete.  Anyone  who  tells  you  otherwise  is
committing a crime.

                               TABLE OF CONTENTS

What is the Fund's Investment Objective and Main Strategy?...... 2
Main Risks of Investing in This Fund............................ 2
Is This Fund for You?........................................... 3
Could the Value of Your Investment in This Fund Fluctuate?...... 3
Fees and Expenses............................................... 5
Fund Investments................................................ 6
Fund Management................................................. 8
Using Mutual Funds in an Investment Program..................... 9
How to Invest...................................................10
Important Information About Purchases and Redemptions...........13
Exchanges.......................................................14
Shareholder Information.........................................15
Financial Highlights............................................19
Appendix A .....................................................20
Appendix B .....................................................21

<PAGE>

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

WHAT IS THE FUND'S INVESTMENT OBJECTIVE AND MAIN STRATEGY?

The Fund has an objective to seek long-term capital appreciation and to protect
the purchasing  power of your capital  against  inflation.  Current income is a
secondary  objective.  We will  attempt to achieve  the  Fund's  objectives  by
investing  the great  majority  of the Fund's  assets in equity  securities  of
domestic and foreign gold exploration, mining, or processing companies.

In view of the risks inherent in all  investments  in  securities,  there is no
assurance that the Fund's objectives will be achieved.  See FUND INVESTMENTS on
page 6 for more information.

MAIN RISKS OF INVESTING IN THIS FUND

The primary  risks of investing in this Fund are the  increased  volatility  of
mining stocks, market risk, and the risks of foreign investing.

o   GOLD  MINING  RISK  involves   additional  risk  because  of  gold's  price
    volatility   and  the  increased   impact  such   volatility   has  on  the
    profitability of gold mining companies.

o   MARKET RISK involves the possibility that the Fund's  investments in equity
    securities will decline because of falls in the stock market,  reducing the
    value of individual company's stocks,  regardless of the success or failure
    of an individual company's operations.

o   FOREIGN INVESTING RISK involves the possibility that the Fund's investments
    in  foreign  stock  will  decrease   because  of  currency   exchange  rate
    fluctuations,  increased price volatility,  uncertain political conditions,
    and other factors.

As with other mutual funds,  losing money is an additional risk associated with
investing in this Fund.

As you consider an investment  in this Fund,  you should also take into account
your tolerance for the daily  fluctuations of the financial markets and whether
you can afford to leave your money in the  investment  for long periods of time
to ride out down periods.

                                       2
<PAGE>

An  investment  in this Fund is not a deposit of USAA Federal  Savings Bank, or
any other  bank,  and is not  insured  or  guaranteed  by the  Federal  Deposit
Insurance Corporation or any other government agency.

[CAUTION LIGHT]
Look for this symbol throughout the Prospectus. We use it to mark more detailed
information about the main risks you will face as a Fund shareholder.

IS THIS FUND FOR YOU?

This Fund might be appropriate as part of your investment portfolio if . . .

|X| You are willing to give up current income for long-term growth.
|X| You are willing to accept very high risk.
|X| You are seeking an appropriate investment for an IRA, through a 401(k) plan
    or 403(b) plan, or other tax-sheltered account.

This Fund MAY NOT be appropriate as part of your investment portfolio if . . .

|X| You are unable or reluctant to invest for a period of seven years or more.
|X| You need an investment that provides steady income.
|X| You need an investment that provides tax-free income.
|X| You are unwilling to take very high risk for long-term growth.

COULD THE VALUE OF YOUR INVESTMENT IN THIS FUND FLUCTUATE?

Yes, it could.  In fact,  the value of your  investment in the Fund will likely
increase or  decrease.  Because the Fund will invest in  companies  principally
engaged in gold exploration,  mining, or processing, the Fund may be subject to
greater risks and greater market fluctuations than other funds with a portfolio
of securities  representing a broader range of industries.  The bar chart shown
on the next page illustrates the Fund's volatility and performance from year to
year for the past ten years.

                                       3
<PAGE>

TOTAL RETURN

All mutual funds must use the same formula to calculate total return.

                                  TOTAL RETURN
                                  MEASURES THE
                                  PRICE CHANGE
                                   IN A SHARE
                                  ASSUMING THE
                                  REINVESTMENT
                                OF ALL DIVIDEND
                                   INCOME AND
                                  CAPITAL GAIN
                                 DISTRIBUTIONS.

[BAR CHART]
    CALENDAR        TOTAL RETURN
      YEAR           PERCENTAGE
     1988              -17.11
     1989               18.03
     1990              -26.51
     1991               -4.45
     1992               -7.95
     1993               58.43
     1994               -9.38
     1995                4.04
     1996                0.00
     1997              -38.19

     THE  FUND'S TOTAL RETURN FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 1998, WAS
     -3.26%.

During the  periods  shown in the bar chart,  the  highest  total  return for a
quarter was 30.64%  (quarter  ending June 30, 1993) and the lowest total return
for a quarter was -29.05% (quarter ending December 31, 1997).

The table  below  shows how the Fund's  average  annual  returns  for the one-,
five-,  and ten-year  periods as well as the life of the Fund compared to those
of broad-based securities market indexes. Remember, historical performance does
not necessarily indicate what will happen in the future.

 ==========================================================================
 Average Annual
 Total Returns
 (for the periods ending      Past        Past         Past         Life of
 December 31, 1997)          1 Year     5 Years      10 Years         Fund
 ==========================================================================
 Gold Fund                  -38.19%      -1.59%       -5.24%         -3.21%
 --------------------------------------------------------------------------
 S&P 500 Index*              33.35%      20.25%       18.02%         18.10%
 --------------------------------------------------------------------------
 Philadelphia Gold &
    Silver Index*           -36.45%        .80%       -3.84%         -1.87%
 --------------------------------------------------------------------------
 London Gold*               -21.41%      -2.71%       -5.04%         -1.41%
 ==========================================================================
  *THE  S&P  500  INDEX  IS  A  BROAD-BASED   COMPOSITE  UNMANAGED  INDEX  THAT
   REPRESENTS  THE  AVERAGE   PERFORMANCE  OF  A  GROUP  OF  500   WIDELY-HELD,
   PUBLICLY-TRADED  STOCKS.  THE  PHILADELPHIA  GOLD & SILVER INDEX IS AN INDEX
   REPRESENTING NINE HOLDINGS IN THE GOLD AND SILVER SECTOR, TYPICALLY REFERRED
   TO AS THE XAU.  LONDON  GOLD IS A  TRADITIONAL  GOLD  BULLION  INDEX THAT IS
   READILY AVAILABLE.

                                       4
<PAGE>

                              [TELEPHONE GRAPHIC]
                                 TOUCHLINE (R)
                                 1-800-531-8777
                                     PRESS
                                       1
                                      THEN
                                       1
                                      THEN
                                     5 0 #

Please  consider  performance  information  in light of the  Fund's  investment
objectives and policies and market conditions during the reported time periods.
Again,  you must  remember that  historical  performance  does not  necessarily
indicate what will happen in the future.  The value of your shares may go up or
down. For the most current price and return  information for this Fund, you may
call TouchLine(R) at 1-800-531-8777.  Press 1 for the Mutual Fund Menu, press 1
again for prices and returns. Then, press 50# when asked for the Fund Code.

                                   NEWSPAPER
                                     SYMBOL
                                      Gold

                                     TICKER
                                     SYMBOL
                                     USAGX

You can also find the most current price of your shares in the business section
of your newspaper in the mutual fund section under the heading "USAA Group" and
the symbol  "Gold." If you prefer to obtain  this  information  from an on-line
computer service, you can do so by using the ticker symbol "USAGX."

FEES AND EXPENSES

This summary  shows what it will cost you directly or  indirectly  to invest in
the Fund.

Shareholder Transaction Expenses -- Fees You Pay Directly

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

Annual Fund Operating Expenses -- Fees You Pay Indirectly

Fund  expenses  come out of the Fund's  assets and are  reflected in the Fund's
share price and dividends.  "Other Expenses" include expenses such as custodian
and transfer agent fees. The figures below show actual expenses during the past
fiscal year ended May 31, 1998,  and are  calculated as a percentage of average
net assets.

                                  12B-1 FEES -
                                  SOME MUTUAL
                                  FUNDS CHARGE
                                   THESE FEES
                                   TO PAY FOR
                                  ADVERTISING
                                   AND OTHER
                                COSTS OF SELLING
                                  FUND SHARES.

           Management Fees                         .75%
           Distribution (12b-1) Fees               None
           Other Expenses                          .71%
                                                  -----
           Total Annual Fund Operating Expenses   1.46%
                                                  =====

Example of Effect of the Fund's Operating Expenses

This  example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual  funds.  Although  your actual costs
may be higher or lower,  you  would  pay the  following  expenses  on a $10,000
investment,  assuming (1) 5% annual return,  (2) the Fund's operating  expenses
remain  the  same,  and (3) you  redeem  all of your  shares  at the end of the
periods shown.

                                       5
<PAGE>


                    1 year.............. $  149
                    3 years.............    462
                    5 years.............    797
                   10 years.............  1,746

FUND INVESTMENTS

Principal Investment Strategies and Risks

   Q    What is the Fund's principal investment strategy?

   A    The Fund's principal  investment  strategy is to invest at least 80% of
        the Fund's assets during normal market  conditions in equity securities
        of  companies  principally  engaged  in gold  exploration,  mining,  or
        processing.  We use the term  "equity  securities"  to  include  common
        stocks,  preferred stocks,  securities  convertible into common stocks,
        and securities which carry the right to buy common stocks.

        Since the  majority of the Fund's  assets will be invested in companies
        principally  engaged in gold exploration,  mining,  or processing,  the
        Fund may be subject to greater  risks and greater  market  fluctuations
        than other funds with a portfolio of securities  representing a broader
        range of investment  objectives.  An investment in the Fund, by itself,
        should not be considered a balanced investment program.

[CAUTION LIGHT]
VOLATILITY OF GOLD MINING SECURITIES. Gold mining securities involve additional
risk  because  of  gold's  price  volatility  and  the  increased  impact  such
volatility has on the  profitability of gold mining companies.  However,  since
the market action of such  securities has tended to move  independently  of the
broader  financial  markets,  the  addition of gold mining  securities  to your
portfolio may reduce overall fluctuations in portfolio value.

   Q    Will the Fund's assets be invested in any other securities?

   A    We may invest the remainder of the Fund's  assets in equity  securities
        of companies  similarly  engaged in other precious  metals and minerals
        and  in  investment-grade,   short-term  debt  instruments  having  the
        following characteristics:

        o maturities  of less than one year that have been issued or guaranteed
          as to both  principal  and  interest  by the U.S.  Government  or its
          agencies or instrumentalities, and

                                       6
<PAGE>

        o repurchase agreements collateralized by such securities.

        If we believe  the  outlook  for gold is  unattractive,  as a temporary
        defensive  measure,  we may invest up to 100% of the  Fund's  assets in
        investment-grade,  short-term debt instruments, which may result in the
        Fund not achieving its  investment  objective  during the time it is in
        this temporary defensive posture.

[CAUTION LIGHT]
MARKET RISK. Because this Fund invests in equity  securities,  it is subject to
stock  market  risk.  Stock  prices in general may  decline  over short or even
extended  periods,  regardless  of the  success  or  failure  of an  individual
company's  operations.  Stock markets tend to run in cycles,  with periods when
stock prices  generally go up, known as "bull" markets,  and periods when stock
prices generally go down, referred to as "bear" markets. Equity securities tend
to go up and down more than bonds.

   Q    Will the Fund's assets be invested in foreign securities?

   A    We may invest the Fund's  assets in  foreign  securities  purchased  in
        either foreign or U.S. markets.  Additionally, we may invest the Fund's
        assets in the securities of South African issuers. The market prices of
        these  securities and the ability of the Fund to hold such  investments
        in the future  could be affected by the unstable  political  and social
        conditions in South Africa and its neighboring countries.

[CAUTION LIGHT]
FOREIGN  INVESTING.   Investing  in  foreign  securities,   including  American
Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs),  poses unique
risks:  currency  exchange  rate  fluctuations;   foreign  market  illiquidity;
increased price  volatility;  exchange control  regulations;  foreign ownership
limits;  different  accounting,  reporting,  and disclosure  requirements;  and
difficulties  in  obtaining  legal  judgments.  In the  past,  equity  and debt
instruments  of foreign  markets have been more  volatile  than equity and debt
instruments of U.S. securities markets.

                                 ADR - FOREIGN
                                 SHARES HELD BY
                                  A U.S. BANK
                                  WHICH ISSUES
                                   A RECEIPT
                                   EVIDENCING
                                   OWNERSHIP.
                                 DIVIDENDS ARE
                                  PAID IN U.S.
                                    DOLLARS.

                                 GDR - FOREIGN
                                 SHARES HELD BY
                                   A U.S. OR
                                  FOREIGN BANK
                                  WHICH ISSUES
                                   A RECEIPT
                                   EVIDENCING
                                   OWNERSHIP.
                                 DIVIDENDS ARE
                                  PAID IN U.S.
                                    DOLLARS.

o  EMERGING  MARKETS  RISK.  A  country  that is in the  initial  stages of its
   industrial   cycle  is  considered  to  be  an  emerging   markets  country.
   Investments in developing  countries involve exposure to economic structures
   that are generally  less diverse and mature than in the United States and to
   political  systems  which  may be  less  stable.  In the  past,  markets  of
   developing  countries  have been more volatile than the markets of developed
   countries.

                                       7
<PAGE>

o  POLITICAL  RISK.  Political  risk  includes  a greater  potential  for coups
   d'etat,  revolts,  and  expropriation  by  governmental  organizations.  For
   example, we may invest the Fund's assets in Eastern Europe and former states
   of the Soviet Union (also known as the Commonwealth of Independent States or
   CIS).  These countries were under communist  systems which had  nationalized
   private industry.  There is no guarantee that  nationalization may not occur
   again in this region or others in which we may invest the Fund's assets,  in
   which  case,  we may  lose  all or part  of the  Fund's  investment  in that
   country's issuers.

   Q    How are the decisions to buy and sell securities made?

   A    We look for well-managed and prudently financed low-cost producers with
        good  production or reserve growth  potential that sell at a reasonable
        valuation on a risk-adjusted  basis. We will sell these securities when
        they no longer meet these criteria.

For additional  information  about other  securities in which we may invest the
Fund's assets, see APPENDIX A on page 20.

FUND MANAGEMENT

The Trust has retained us, USAA Investment  Management Company, to serve as the
manager and  distributor  for the Trust. We are an affiliate of United Services
Automobile   Association  (USAA),  a  large,   diversified  financial  services
institution.  As of the  date  of this  Prospectus,  we had  approximately  $37
billion  in  total  assets  under  management.  Our  mailing  address  is  9800
Fredericksburg Road, San Antonio, TX 78288.

We provide management  services to the Fund pursuant to an Advisory  Agreement.
We are responsible for managing the Fund's  portfolio  (including  placement of
brokerage  orders) and its business  affairs,  subject to the  authority of and
supervision  by the Board of Trustees.  For our  services,  the Fund pays us an
annual fee.  This fee was  computed  and paid at  three-fourths  of one percent
(.75%) of average  net assets for the fiscal year ended May 31,  1998.  We also
provide   services  related  to  selling  the  Fund's  shares  and  receive  no
compensation for those services.

Although our officers and employees,  as well as those of the Trust, may engage
in personal securities transactions, they are restricted by the procedures in a
Joint Code of Ethics adopted by the Trust and us.

                                       8
<PAGE>

Portfolio Transactions

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

Portfolio Manager

[PHOTOGRAPH OF PORTFOLIO MANAGER]
MARK W. JOHNSON
Mark W. Johnson,  Assistant Vice President of Equity  Investments,  has managed
the Fund since January 1994. He has 24 years investment  management  experience
and has worked for us for 10 years. Mr. Johnson earned the Chartered  Financial
Analyst  designation in 1978 and is a member of the  Association for Investment
Management and Research and the San Antonio Financial Analysts Society, Inc. He
holds an MBA and a BBA from the University of Michigan.

USING MUTUAL FUNDS IN AN INVESTMENT PROGRAM

I. The Idea Behind Mutual Funds

Mutual funds provide small investors some of the advantages  enjoyed by wealthy
investors.  A  relatively  small  investment  can  buy  part  of a  diversified
portfolio. That portfolio is managed by investment professionals, relieving you
of the  need to make  individual  stock  or bond  selections.  You  also  enjoy
conveniences,  such as daily  pricing,  liquidity,  and in the case of the USAA
Family of Funds, no sales charge. The portfolio, because of its size, has lower
transaction  costs on its trades than most individuals would have. As a result,
you own an investment  that in earlier times would have been  available only to
very wealthy people.

II. Using Funds in an Investment Program

In  choosing a mutual  fund as an  investment  vehicle,  you are giving up some
investment decisions,  but must still make others. The decisions you don't have
to make are those involved with choosing individual securities. We will perform
that function.  In addition, we will arrange for the safekeeping of securities,
auditing the annual financial  statements,  and daily valuation of the Fund, as
well as other functions.

You,  however,  retain  at  least  part of the  responsibility  for an  equally
important  decision.  This decision involves  determining a portfolio of mutual
funds that

                                       9
<PAGE>

balances  your  investment  goals with your  tolerance  for risk.  It is likely
that this decision may include the use of more than one fund of the USAA Family
of Funds.

For  example,  assume you wish to diversify  internationally.  You could divide
your  investments  between  the Gold and  International  Funds and  holdings in
domestic  funds.   This  would  give  you  exposure  to  the  opportunities  of
investments in many foreign countries and to currency changes. This is just one
way you could combine funds to fit your own risk and reward goals.

III. USAA's Family of Funds

We offer you  another  alternative  with our  asset  strategy  funds  listed in
APPENDIX B under asset allocation on page 21. These unique mutual funds provide
a  professionally-managed,  diversified  investment  portfolio  within a mutual
fund.  Designed for the individual who prefers to delegate the asset allocation
process to an investment  manager,  their  structure  achieves  diversification
across a number of investment categories.

Whether you prefer to create  your own mix of mutual  funds or use a USAA Asset
Strategy  Fund,  the USAA  Family of Funds  provides  a broad  range of choices
covering  just  about  any   investor's   investment   objectives.   Our  sales
representatives  stand  ready to assist you with your  choices  and to help you
craft a  portfolio  to meet your  needs.  Refer to  APPENDIX B on page 21 for a
complete list of the USAA Family of No-Load Mutual Funds.

HOW TO INVEST

Purchase of Shares

OPENING AN ACCOUNT

You may open an account and make an investment  as described  below by mail, in
person,  bank wire,  electronic  funds  transfer  (EFT),  or phone. A complete,
signed  application is required for each new account.  However,  after you open
your initial account with us, you will not need to fill out another application
unless the registration is different.

TAX ID NUMBER

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

EFFECTIVE DATE

When you make a purchase, your purchase price will be the net asset value (NAV)
per share next  determined  after we receive your  request in proper form.  The
Fund's NAV is determined at the close of the regular trading session (generally
4:00 p.m. Eastern Time) of the New York Stock Exchange (NYSE) each day the NYSE
is open. If we receive your request and payment prior to

                                      10
<PAGE>

that time,  your purchase  price will be the NAV per share  determined for that
day.  If we  receive  your  request  or  payment  after  the NAV per  share  is
calculated,  the purchase  will be effective on the next  business  day. If you
plan to purchase Fund shares with a foreign check,  we suggest you convert your
foreign check to U.S.  dollars prior to investment in the Fund. This will avoid
a potential  delay in the effective  date of your purchase of up to four to six
weeks.  Furthermore,  a bank charge may be assessed  in the  clearing  process,
which will be deducted from the amount of the purchase.

MINIMUM INVESTMENTS

INITIAL PURCHASE

[MONEY GRAPHIC]
o   $3,000.  [$500 Uniform  Gifts/Transfers to Minors Act (UGMA/UTMA)  accounts
    and $250 for IRAs] or no initial  investment  if you elect to have  monthly
    electronic  investments  of at least $50 each.  We may  periodically  offer
    programs   that   reduce  the  minimum   amounts  for  monthly   electronic
    investments.  Employees of USAA and its  affiliated  companies  may open an
    account through payroll  deduction for as little as $25 per pay period with
    no initial investment.

ADDITIONAL PURCHASES

o   $50

HOW TO PURCHASE

MAIL

[ENVELOPE GRAPHIC]
o   To open an account, send your application and check to:
       USAA Investment Management Company
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   To add to your account,  send your check and the "Invest by Mail" stub that
    accompanies your Fund's transaction confirmation to the Transfer Agent:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288

IN PERSON

[HANDSHAKE GRAPHIC]
o   To open an account, bring your application and check to:
       USAA Investment Management Company
       USAA Federal Savings Bank
       10750 Robert F. McDermott Freeway
       San Antonio, TX 78288

                                      11
<PAGE>

BANK WIRE

[WIRE GRAPHIC]
o   Instruct  your bank  (which may charge a fee for the  service)  to wire the
    specified amount to the Fund as follows:
       State Street Bank and Trust Company
       Boston, MA 02101
       ABA#011000028
       Attn: USAA Gold Fund
       USAA Account Number: 69384998
       Shareholder(s) Name(s)______________________________________
       Shareholder(s) Mutual Fund Account Number___________________

ELECTRONIC FUNDS TRANSFER

[CALENDAR GRAPHIC]
o   Additional  purchases  on a  regular  basis  can  be  deducted  from a bank
    account, paycheck,  income-producing  investment, or USAA money market fund
    account.  Sign up for  these  services  when  opening  an  account  or call
    1-800-531-8448 to add these services.

PHONE 1-800-531-8448

[TELEPHONE GRAPHIC]
o   If you have an existing  USAA mutual fund  account and would like to open a
    new account or exchange to another  USAA Fund,  call for  instructions.  To
    open an account by phone,  the new account must have the same  registration
    as your existing account.

Redemption of Shares

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

We will send you your  money  within  seven days  after the  effective  date of
redemption.  Payment for redemption of shares purchased by EFT or check is sent
after the EFT or check has  cleared,  which  could  take up to 15 days from the
purchase date. If you are considering redeeming shares soon after purchase, you
should purchase by bank wire or certified check to avoid delay. Redemptions are
subject  to taxes  based on the  difference  between  the cost of  shares  when
purchased and the price received upon redemption.

In  addition,  the Trust  may  elect to  suspend  the  redemption  of shares or
postpone the date of payment in limited circumstances.

                                      12
<PAGE>

HOW TO REDEEM

WRITTEN, FAX, TELEGRAPH, OR TELEPHONE

[FAX MACHINE GRAPHIC]
o   Send your written instructions to:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   Send a signed fax to 1-800-292-8177, or send a telegram to USAA Shareholder
    Account Services.
o   Call toll free 1-800-531-8448, in San Antonio, 456-7202.

Telephone redemption privileges are automatically established when you complete
your application.  The Fund will employ  reasonable  procedures to confirm that
instructions  communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account,  the following  information is obtained:
(1) USAA number or account number, (2) the name(s) on the account registration,
and (3) social  security  number or tax  identification  number for the account
registration.  Additionally, all telephone communications with you are recorded
and confirmations of account transactions are sent to the address of record. If
you were issued stock  certificates  for your shares,  redemption by telephone,
fax, or telegram is not available.

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

Investor's Guide to USAA Mutual Fund Services

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

Account Balance

USAA Shareholder  Account Services (SAS), the Fund's transfer agent, may assess
annually a small balance account fee of $12 to each shareholder  account with a
balance,  at the time of assessment,  of less than $2,000.  The fee will reduce
total transfer  agency fees paid by the Fund to SAS.  Accounts  exempt from the
fee include: (1) any account regularly purchasing  additional shares each month
through an automatic  investment  plan;  (2) any account  registered  under the
Uniform  Gifts/Transfers  to Minors Act  (UGMA/UTMA);  (3) all (non-IRA)  money
market fund accounts; (4) any account whose

                                      13
<PAGE>

registered  owner has an aggregate  balance of $50,000 or more invested in USAA
mutual  funds;  and (5) all IRA  accounts  (for the first  year the  account is
open).

Trust Rights

The Trust reserves the right to:

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

o   limit or  discontinue  the offering of shares of any portfolio of the Trust
    without notice to the shareholders;

o   require a  signature  guarantee  for  transactions  or  changes  in account
    information in those  instances  where the  appropriateness  of a signature
    authorization  is in  question.  The  Statement of  Additional  Information
    contains information on acceptable guarantors;

o   redeem an account with less than $900, with certain limitations.

EXCHANGES

Exchange Privilege

The exchange privilege is automatic when you complete your application. You may
exchange  shares  among Funds in the USAA Family of Funds,  provided you do not
hold these shares in stock  certificate  form and the shares to be acquired are
offered in your state of residence.  After the exchange order is received,  the
Fund's  transfer agent will  simultaneously  process  exchange  redemptions and
purchases  at  the  share  prices  next  determined.  The  investment  minimums
applicable to share  purchases also apply to exchanges.  For federal income tax
purposes,  an exchange  between Funds is a taxable event;  and as such, you may
realize a capital gain or loss.  Such capital  gains or losses are based on the
difference  between the cost of shares when  purchased  and the price  received
upon exchange.

The Fund has undertaken certain procedures regarding telephone  transactions as
described on page 13.

Exchange Limitations, Excessive Trading

To  minimize  Fund costs and to protect the Funds and their  shareholders  from
unfair expense burdens,  the Funds restrict excessive  exchanges.  The limit on
exchanges  out of any Fund in the USAA Family of Funds for each  account is six
per calendar  year (except  there is no  limitation on exchanges out of the Tax
Exempt Short-Term Fund,  Short-Term Bond Fund, or any of the money market funds
in the USAA Family of Funds).

                                      14
<PAGE>

SHAREHOLDER INFORMATION

Share Price Calculation

                                 NAV PER SHARE
                                     EQUALS
                                  TOTAL ASSETS
                                     MINUS
                                  LIABILITIES
                                   DIVIDED BY
                                  # OF SHARES
                                  OUTSTANDING

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

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.

Securities  trading in various  foreign markets may take place on days when the
NYSE is closed.  Further,  when the NYSE is open,  the  foreign  markets may be
closed.  Therefore, the calculation of the Fund's NAV may not take place at the
same time the prices of certain securities held by the Fund are determined.  In
most cases,  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 the Fund's NAV is  calculated  will not be  reflected  in the
Fund's NAV. If, however,  we determine that a particular event would materially
affect the Fund's NAV, then we, under the general  supervision  of the Board of
Trustees,  will use all  relevant,  available  information  to determine a fair
value for the affected portfolio securities.

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

Debt  securities  purchased  with  maturities  of 60 days or less are stated at
amortized  cost,  which  approximates  market value.  Other debt securities are
valued each  business  day at their  current  market value as  determined  by a
pricing service  approved by the Board of Trustees.  Securities which cannot be
valued by these methods, and all other assets, are valued in good faith at fair
value using methods we have  determined  under the general  supervision  of the
Board of Trustees.

For  additional  information  on how  securities  are valued,  see Valuation of
Securities in the Fund's Statement of Additional Information.

Dividends and Distributions

The Fund pays net  investment  income  dividends  yearly.  Any net capital gain
distribution usually occurs within 45 days of the May 31 fiscal year end, which
would be somewhere around the middle of July. The Fund will make

                                      15
<PAGE>

additional payments to shareholders,  if necessary,  to avoid the imposition of
any federal income or excise tax.

We  will   automatically   reinvest  all  income  dividends  and  capital  gain
distributions  unless we receive  different  instructions  from you.  The share
price will be the NAV of the Fund shares computed on the ex-dividend  date. Any
income dividends or capital gain distributions paid by the Fund will reduce the
NAV per share by the amount of the dividend or  distribution.  These  dividends
and distributions are subject to taxes.

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

Taxes

FEDERAL

This tax  information  is quite  general and refers to the  federal  income tax
provisions in effect as of the date of this Prospectus.  Note that the Taxpayer
Relief  Act  of  1997  and  the  technical   provisions   adopted  by  the  IRS
Restructuring  and Reform Act of 1998 may  affect the status and  treatment  of
certain  distributions  shareholders  receive  from  the  Fund.  We urge you to
consult  your tax adviser  about the status of  distributions  from the Fund in
your own state and locality.

FOREIGN

The Fund may be subject to foreign withholding or other taxes. If more than 50%
of the  value of the  Fund's  total  assets at the  close of any  taxable  year
consists of securities of foreign  corporations,  the Fund may file an election
with the Internal Revenue Service (the Foreign  Election) that would permit you
to take a credit (or a deduction) for foreign income taxes paid by the Fund. If
the  Foreign  Election  is made,  you would  include in your gross  income both
dividends  received from the Fund and foreign income taxes paid by the Fund. As
a shareholder  of the Fund,  you would be entitled to treat the foreign  income
taxes withheld as a credit against your U.S.  federal income taxes,  subject to
the  limitations  set forth in the Code with  respect to the foreign tax credit
generally.  Alternatively,  you could, if it were to your advantage,  treat the
foreign  income taxes  withheld as an itemized  deduction in computing  taxable
income  rather than as a tax credit.  You will not be entitled to a foreign tax
credit for taxes  paid to certain  countries;  however,  if the Fund  otherwise
qualifies  for the  Foreign  Election,  a  deduction  for  such  taxes  will be
available to  shareholders  of the Fund. It is  anticipated  that the Fund will
make the Foreign Election.

                                      16
<PAGE>

SHAREHOLDER - Dividends from taxable net investment income and distributions of
net  short-term  capital gains are taxable to you as ordinary  income,  whether
received  in cash or  reinvested  in  additional  shares.  A  portion  of these
dividends may qualify for the 70%  dividends  received  deduction  available to
corporations.

Regardless  of the length of time you have held Fund shares,  distributions  of
net  long-term  capital  gains are taxable as long-term  capital  gains whether
received in cash or reinvested in additional shares. These distributions may be
taxable at  different  rates  depending on the length of time the Fund held the
applicable investment.

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

o   fails to furnish the Fund with a correct tax identification number,
o   underreports dividend or interest income, or
o   fails to certify that he or she is not subject to withholding.

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

REPORTING - The Fund will report information to you annually concerning the tax
status of dividends and distributions for federal income tax purposes.

                                      17
<PAGE>

Year 2000

Like other organizations around the world, the Fund could be adversely affected
if the computer systems used by the Fund, its service  providers,  or companies
in which the Fund invests do not  properly  process and  calculate  information
that relates to dates beginning on January 1, 2000, and beyond.  This situation
may occur because for many years computer  programmers  used only two digits to
describe  years, such as 98 for 1998. A program  written in this manner may not
work when it encounters the year 00. To confront this situation, USAA companies
have spent much  effort and money; and we expect to have our systems  ready for
the Year 2000 by mid-1999. In addition, we are actively assessing the Year 2000
readiness of our service providers, partners, and companies in whose securities
we invest.  It is not possible for us to say that you will experience no effect
from this situation,  but we can say that we are making a large effort to avoid
any ill effects upon our shareholders.

We do believe you are entitled to know with certainty that we will stand behind
your share balance as of the close of business in 1999. When the market reopens
in 2000,  should any computer problem cause a change in the number of shares in
your account, we will return your account to its proper share balance.

                                      18
<PAGE>

FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand the Fund's
financial  performance  for the  past  five-year  period.  Certain  information
reflects  financial  results for a single Fund share.  The total returns in the
table  represent  the rate that an  investor  would have earned (or lost) on an
investment   in  the  Fund   (assuming   reinvestment   of  all  dividends  and
distributions).  This  information  has been  audited by KPMG Peat Marwick LLP,
whose report, along with the Fund's financial  statements,  are included in the
Annual Report, which is available upon request.

                                                                  EIGHT-MONTH
                                                                  PERIOD ENDED
                                    YEAR ENDED MAY 31,               MAY 31,
                       --------------------------------------------------------
                         1998       1997        1996       1995       1994
                       --------------------------------------------------------
Net asset value at
  beginning of period  $   8.09   $  11.12    $   9.00   $   8.83   $   7.95
Net investment
  income (loss)            (.03)(b)   (.01)(b)    (.02)       .01        .01
Net realized and
  unrealized gain (loss)  (2.19)     (3.02)       2.15        .17        .88
Distributions from net
  investment income         -          -          (.01)      (.01)      (.01)
                       --------------------------------------------------------
Net asset value at
  end of period        $   5.87   $   8.09    $  11.12   $   9.00   $   8.83
                       ========================================================
Total return (%)*        (27.44)    (27.25)      23.66       2.05      11.19

Net assets at end of
  period (000)         $ 93,226   $121,169    $167,067   $160,223   $176,527

Ratio of expenses to
  average net assets (%)   1.46       1.31        1.33       1.28       1.26(a)

Ratio of net investment
  income (loss) to
  average net assets (%)   (.42)      (.11)       (.14)       .10        .15(a)

Portfolio turnover (%)    19.62      26.40       16.48      34.76      34.75
- ------------
 *  Assumes  reinvestment of all dividend income and capital gain distributions
    during the period.
(a) Annualized.  The  ratio is  not  necessarily  indicative  of 12  months  of
    operations.
(b) Calculated using weighted average shares.

                                      19
<PAGE>

                                   APPENDIX A

THE FOLLOWING ARE  DESCRIPTIONS  OF CERTAIN TYPES OF SECURITIES IN WHICH WE MAY
INVEST THE FUND'S ASSETS:

FORWARD CURRENCY CONTRACTS

The Fund may hold securities  denominated in foreign  currencies.  As a result,
the value of the  securities  will be affected by changes in the exchange  rate
between the dollar and foreign currencies.  In managing currency exposure,  the
Fund may enter into forward currency  contracts.  A forward  currency  contract
involves an agreement  to purchase or sell a specified  currency at a specified
future date or over a  specified  time period at a price set at the time of the
contract.  The Fund may only enter into forward  currency  contracts.  When the
Fund enters into a contract for the purchase or sale of a security  denominated
in a foreign  currency,  it desires to "lock in" the U.S.  dollar  price of the
security.

REPURCHASE AGREEMENTS

We  may  invest  the  Fund's   assets  in  repurchase   agreements   which  are
collateralized  by  obligations  issued or guaranteed as to both  principal and
interest  by the  U.S.  Government,  its  agencies,  and  instrumentalities.  A
repurchase  agreement is a transaction  in which a security is purchased with a
simultaneous  commitment  to sell it back to the seller (a  commercial  bank or
recognized  securities  dealer) at an agreed upon price on an agreed upon date.
This date is usually  not more than seven days from the date of  purchase.  The
resale price  reflects  the  purchase  price plus an agreed upon market rate of
interest,  which is unrelated  to the coupon rate or maturity of the  purchased
security.

WHEN-ISSUED SECURITIES

We may invest the Fund's assets in new issues of debt  securities  offered on a
when-issued basis.

o   Delivery  and  payment  take  place  after  the date of the  commitment  to
    purchase,  normally  within 45 days. Both price and interest rate are fixed
    at the time of commitment.
o   The Funds do not earn interest on the securities until settlement,  and the
    market  value  of  the  securities  may  fluctuate   between  purchase  and
    settlement.
o   Such securities can be sold before settlement date.

ILLIQUID SECURITIES

We may  invest  up to 15% of the  Fund's  net  assets in  securities  which are
illiquid.  Illiquid  securities are those securities that cannot be disposed of
in the ordinary course of business,  seven days or less, at  approximately  the
value at which the Fund has valued the securities.

CONVERTIBLE SECURITIES

We may invest the Fund's  assets in  convertible  securities,  which are bonds,
preferred stocks, and other securities that pay interest or dividends and offer
the buyer the ability to convert the security into common  stock.  The value of
convertible  securities  depends  partially  on interest  rate  changes and the
credit  quality  of the  issuer.  Because a  convertible  security  affords  an
investor the opportunity, through its conversion feature, to participate in the
capital  appreciation of the underlying  common stock, the value of convertible
securities also depends on the price of the underlying common stock.

                                      20
<PAGE>

                                   APPENDIX B

USAA Family of No-Load Mutual Funds

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

     FUND
  TYPE/NAME                     VOLATILITY
=================================================
CAPITAL APPRECIATION
Aggressive Growth               Very high
Emerging Markets (1)            Very high
First Start Growth              Moderate to high
Gold (1)                        Very high
Growth                          Moderate to high
Growth & Income                 Moderate
International (1)               Moderate to high
S&P 500 Index (2)               Moderate
Science & Technology            Very high
World Growth (1)                Moderate to high
=================================================
ASSET ALLOCATION
Balanced Strategy (1)           Moderate
Cornerstone Strategy (1)        Moderate
Growth and Tax Strategy         Moderate
Growth Strategy (1)             Moderate to high
Income Strategy                 Low to moderate
=================================================
INCOME -- TAXABLE
GNMA                            Low to moderate
Income                          Moderate
Income Stock                    Moderate
Short-Term Bond                 Low
=================================================
INCOME -- TAX EXEMPT
Long-Term (3)                   Moderate
Intermediate-Term (3)           Low to moderate
Short-Term (3)                  Low
State Bond/Income (3, 4)        Moderate
=================================================
MONEY MARKET 
Money Market (5)                Very low
Tax Exempt Money Market (3, 5)  Very low
Treasury Money Market Trust (5) Very low
State Money Market (3, 4, 5)    Very low
=================================================

1  FOREIGN INVESTING IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY 
   FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY.
2  S&P(R) IS A TRADEMARK OF THE MCGRAW-HILL COMPANIES, INC., AND HAS BEEN
   LICENSED FOR USE. THE PRODUCT IS NOT SPONSORED, SOLD OR PROMOTED BY STANDARD
   & POOR'S, AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE 
   ADVISABILITY OF INVESTING IN THE PRODUCT.
3  SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.
4  CALIFORNIA, FLORIDA, NEW YORK, TEXAS, AND VIRGINIA FUNDS ARE OFFERED ONLY 
   TO RESIDENTS OF THOSE STATES.
5  AN INVESTMENT IN A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY 
   THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL BE 
   ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.

                                      21
<PAGE>
                                     NOTES
<PAGE>
                                     NOTES
<PAGE>
  If  you  would  like  more   information   about  the  Fund,   you  may  call
  1-800-531-8181  to request a free copy of the Fund's  Statement of Additional
  Information  (SAI),  Annual or Semiannual  Report,  or to ask other questions
  about the Fund.  The SAI has been  filed  with the  Securities  and  Exchange
  Commission  (SEC) and is  legally  a part of the  Prospectus.  In the  Fund's
  Annual  Report,  you will find a  discussion  of the  market  conditions  and
  investment  strategies  that  significantly  affected the Fund's  performance
  during the last fiscal year.

  To view these documents,  along with other related  documents,  you can visit
  the SEC's Internet web site  (http://www.sec.gov)  or the Commission's Public
  Reference Room in Washington, D.C. Information on the operation of the public
  reference  room can be  obtained  by  calling  1-800-SEC-0330.  Additionally,
  copies of this information can be obtained, for a duplicating fee, by writing
  the Public Reference Section of the Commission, Washington, D.C. 20549-6009.

                INVESTMENT ADVISER, UNDERWRITER AND DISTRIBUTOR
                       USAA Investment Management Company
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                 TRANSFER AGENT
                       USAA Shareholder Account Services
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                   CUSTODIAN
                      State Street Bank and Trust Company
                                 P.O. Box 1713
                          Boston, Massachusetts 02105
                         ------------------------------
                           TELEPHONE ASSISTANCE HOURS
                         Call toll free - Central Time
                     Monday - Friday 8:00 a.m. to 8:00 p.m.
                        Saturdays 8:30 a.m. to 5:00 p.m.
                         ------------------------------
                   FOR ADDITIONAL INFORMATION ON MUTUAL FUNDS
                   1-800-531-8181, (in San Antonio) 456-7211
                For account servicing, exchanges or redemptions
                   1-800-531-8448, (in San Antonio) 456-7202
                         ------------------------------
                       RECORDED MUTUAL FUND PRICE QUOTES
                        24-Hour Service (from any phone)
                   1-800-531-8066, (in San Antonio) 498-8066
                         ------------------------------
                           MUTUAL FUND TOUCHLINE (R)
                          (from Touchtone phones only)
              For account balance, last transaction or fund prices
                   1-800-531-8777, (in San Antonio) 498-8777

                   Investment Company Act File No. 811-4019

<PAGE>
                            USAA INTERNATIONAL FUND

                                   PROSPECTUS
                                OCTOBER 1, 1998

As with other mutual funds,  the  Securities  and Exchange  Commission  has not
approved  or  disapproved  of this Fund's  shares or  determined  whether  this
prospectus  is  accurate  or  complete.  Anyone  who  tells  you  otherwise  is
committing a crime.

                               TABLE OF CONTENTS

What is the Fund's Investment Objective and Main Strategy?..... 2
Main Risks of Investing in This Fund........................... 2
Is This Fund for You?.......................................... 2
Could the Value of Your Investment in This Fund Fluctuate?..... 3
Fees and Expenses.............................................. 4
Fund Investments............................................... 5
Fund Management................................................ 8
Using Mutual Funds in an Investment Program.................... 9
How to Invest..................................................10
Important Information About Purchases and Redemptions..........13
Exchanges......................................................14
Shareholder Information........................................14
Financial Highlights...........................................18
Appendix A ....................................................19
Appendix B ....................................................21

<PAGE>

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

WHAT IS THE FUND'S INVESTMENT OBJECTIVE AND MAIN STRATEGY?

The Fund has an objective  of capital  appreciation  with  current  income as a
secondary  objective.  We will  attempt to achieve  the  Fund's  objectives  by
investing  the great  majority  of the Fund's  assets in equity  securities  of
foreign companies.

In view of the risks inherent in all  investments  in  securities,  there is no
assurance that the Fund's objectives will be achieved.  See FUND INVESTMENTS on
page 5 for more information.

MAIN RISKS OF INVESTING IN THIS FUND

The  primary  risks of  investing  in this Fund are market risk and the risk of
foreign investing.

o   MARKET RISK involves the possibility that the Fund's  investments in equity
    securities will decline because of falls in the stock market,  reducing the
    value of individual company's stocks,  regardless of the success or failure
    of an individual company's operations.

o   FOREIGN INVESTING RISK involves the possibility that the Fund's investments
    in  foreign  stock  will  decrease   because  of  currency   exchange  rate
    fluctuations,  increased price volatility,  uncertain political conditions,
    and other factors.

As with other mutual funds,  losing money is an additional risk associated with
investing in this Fund.

As you consider an investment  in this Fund,  you should also take into account
your tolerance for the daily  fluctuations of the financial markets and whether
you can afford to leave your money in the  investment  for long periods of time
to ride out down periods.

An  investment  in this Fund is not a deposit of USAA Federal  Savings Bank, or
any other  bank,  and is not  insured  or  guaranteed  by the  Federal  Deposit
Insurance Corporation or any other government agency.

[CAUTION LIGHT]
Look for this symbol throughout the Prospectus. We use it to mark more detailed
information about the main risks you will face as a Fund shareholder.

IS THIS FUND FOR YOU?

This Fund might be appropriate as part of your investment portfolio if . . .

|X| You are looking for long-term growth.

                                       2
<PAGE>

|X| You are willing to accept moderate to high risk.
|X| You are seeking an appropriate investment for an IRA, through a 401(k) plan
    or 403(b) plan, or other tax-sheltered account.
|X| You are looking for an  investment  in foreign  securities  to balance your
    domestic securities portfolio.

This Fund MAY NOT be appropriate as part of your investment portfolio if . . .

|X| You are unable or reluctant to invest for a period of five years or more.
|X| You are unwilling to take greater risk for long-term goals.
|X| You need an investment that provides tax-free income.

COULD THE VALUE OF YOUR INVESTMENT IN THIS FUND FLUCTUATE?

Yes, it could.  In fact,  the value of your  investment in the Fund will likely
increase or  decrease.  Because the risks in  international  markets as a whole
tend to be higher  than in the United  States,  the Fund is expected to be more
volatile  than the average  domestic  equity  mutual fund.  The bar chart shown
below  illustrates the Fund's volatility and performance from year to year over
the life of the Fund.

TOTAL RETURN

All mutual funds must use the same formula to calculate total return.

                                  TOTAL RETURN
                                  MEASURES THE
                                  PRICE CHANGE
                                   IN A SHARE
                                  ASSUMING THE
                                  REINVESTMENT
                                OF ALL DIVIDEND
                                   INCOME AND
                                  CAPITAL GAIN
                                 DISTRIBUTIONS.

[BAR CHART]
    CALENDAR        TOTAL RETURN
      YEAR           PERCENTAGE
     1989*              17.36
     1990               -9.30
     1991               13.40
     1992               -0.15
     1993               39.81
     1994                2.69
     1995                8.29
     1996               19.15
     1997                9.04

     *FUND BEGAN OPERATIONS ON JULY 11, 1988.

     THE FUND'S TOTAL RETURN FOR THE SIX-MONTH PERIOD ENDED JUNE  30, 1998, WAS
     11.54%.

                                       3
<PAGE>

During the  periods  shown in the bar chart,  the  highest  total  return for a
quarter was 13.84%  (quarter  ending  December  31,  1993) and the lowest total
return for a quarter was -18.80% (quarter ending September 30, 1990).

The table below shows how the Fund's  average  annual  returns for the one- and
five-year  periods  as well as the  life of the  Fund  compared  to  those of a
broad-based securities market index. Remember,  historical performance does not
necessarily indicate what will happen in the future.

  ==========================================================================
  Average Annual Total Returns                                  Since Fund's
  (for the periods ending           Past        Past            Inception on
  December 31, 1997)               1 Year      5 Years         July 11, 1988
  ==========================================================================
  International Fund                9.04%      15.10%              10.44%
  --------------------------------------------------------------------------
  Morgan Stanley Capital
     Index (MSCI) EAFE*             1.78%      11.39%               5.41%
  ==========================================================================
  * MORGAN  STANLEY  CAPITAL  INDEX  (MSCI)  EAFE IS 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.

                              [TELEPHONE GRAPHIC]
                                 TOUCHLINE (R)
                                 1-800-531-8777
                                     PRESS
                                       1
                                      THEN
                                       1
                                      THEN
                                     5 2 #

Please  consider  performance  information  in light of the  Fund's  investment
objectives and policies and market conditions during the reported time periods.
Again,  you must  remember that  historical  performance  does not  necessarily
indicate what will happen in the future.  The value of your shares may go up or
down. For the most current price and return  information for this Fund, you may
call TouchLINE(R) at 1-800-531-8777.  Press 1 for the Mutual Fund Menu, press 1
again for prices and returns. Then, press 52# when asked for the Fund Code.

                                   NEWSPAPER
                                     SYMBOL
                                      Intl

                                     TICKER
                                     SYMBOL
                                     USIFX

You can also find the most current price of your shares in the business section
of your newspaper in the mutual fund section under the heading "USAA Group" and
the symbol  "Intl." If you prefer to obtain  this  information  from an on-line
computer service, you can do so by using the ticker symbol "USIFX."

FEES AND EXPENSES

This summary  shows what it will cost you directly or  indirectly  to invest in
the Fund.

Shareholder Transaction Expenses -- Fees You Pay Directly

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

                                       4
<PAGE>

Annual Fund Operating Expenses -- Fees You Pay Indirectly

Fund  expenses  come out of the Fund's  assets and are  reflected in the Fund's
share price and dividends.  "Other Expenses" include expenses such as custodian
and transfer agent fees. The figures below show actual expenses during the past
fiscal year ended May 31, 1998,  and are  calculated as a percentage of average
net assets.

                                  12B-1 FEES -
                                  SOME MUTUAL
                                  FUNDS CHARGE
                                   THESE FEES
                                   TO PAY FOR
                                  ADVERTISING
                                   AND OTHER
                                COSTS OF SELLING
                                  FUND SHARES.

             Management Fees                            .75%
             Distribution (12b-1) Fees                  None
             Other Expenses                             .30%
                                                       _____
             Total Annual Fund Operating Expenses      1.05%
                                                       =====

Example of Effect of the Fund's Operating Expenses

This  example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual  funds.  Although  your actual costs
may be higher or lower,  you  would  pay the  following  expenses  on a $10,000
investment,  assuming (1) 5% annual return,  (2) the Fund's operating  expenses
remain  the  same,  and (3) you  redeem  all of your  shares  at the end of the
periods shown.

                   1 year............... $  107
                   3 years..............    334
                   5 years..............    579
                  10 years..............  1,283

FUND INVESTMENTS

Principal Investment Strategies and Risks

   Q    What is the Fund's principal investment strategy?

   A    The Fund's principal  investment  strategy is to invest at least 80% of
        the Fund's assets in equity securities of foreign companies. We use the
        term "equity  securities" to include common stocks,  preferred  stocks,
        securities  convertible into common stocks,  and securities which carry
        the right to buy common stocks.

[CAUTION LIGHT]
MARKET RISK. Because this Fund invests in equity  securities,  it is subject to
stock  market  risk.  Stock  prices in general may  decline  over short or even
extended  periods,  regardless  of the  success  or  failure  of an  individual
company's  operations.  Stock markets tend to run in cycles,  with periods when
stock prices  generally go up, known as "bull" markets,  and periods when stock
prices generally go down, referred to as "bear" markets. Equity securities tend
to go up and down more than bonds.

                                       5
<PAGE>

   Q    What is considered to be a "foreign company?"

   A    A foreign company is one organized under the laws of a foreign country,
        and it must also have one of the following additional characteristics:

        o the principal  trading market for the stock is in a foreign  country;
          or
        o at least 50% of its revenues or profits are derived  from  operations
          within foreign countries; or
        o at least 50% of its assets are located within foreign countries.

[CAUTION LIGHT]
FOREIGN  INVESTING.   Investing  in  foreign  securities,   including  American
Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs),  poses unique
risks:  currency  exchange  rate  fluctuations;   foreign  market  illiquidity;
increased price  volatility;  exchange control  regulations;  foreign ownership
limits;  different  accounting,  reporting,  and disclosure  requirements;  and
difficulties  in  obtaining  legal  judgments.  In the  past,  equity  and debt
instruments  of foreign  markets have been more  volatile  than equity and debt
instruments of U.S. securities markets.

                                 ADR - FOREIGN
                                 SHARES HELD BY
                                  A U.S. BANK
                                  WHICH ISSUES
                                   A RECEIPT
                                   EVIDENCING
                                   OWNERSHIP.
                                 DIVIDENDS ARE
                                  PAID IN U.S.
                                    DOLLARS.

                                 GDR - FOREIGN
                                 SHARES HELD BY
                                   A U.S. OR
                                  FOREIGN BANK
                                  WHICH ISSUES
                                   A RECEIPT
                                   EVIDENCING
                                   OWNERSHIP.
                                 DIVIDENDS ARE
                                  PAID IN U.S.
                                    DOLLARS.

o  EMERGING  MARKETS  RISK.  A  country  that is in the  initial  stages of its
   industrial   cycle  is  considered  to  be  an  emerging   markets  country.
   Investments in developing  countries involve exposure to economic structures
   that are generally  less diverse and mature than in the United States and to
   political  systems  which  may be  less  stable.  In the  past,  markets  of
   developing  countries  have been more volatile than the markets of developed
   countries.

o  POLITICAL  RISK.  Political  risk  includes  a greater  potential  for coups
   d'etat,  revolts,  and  expropriation  by  governmental  organizations.  For
   example, we may invest the Fund's assets in Eastern Europe and former states
   of the Soviet Union (also known as the Commonwealth of Independent States or
   CIS).  These countries were under communist  systems which had  nationalized
   private industry.  There is no guarantee that  nationalization may not occur
   again in this region or others in which we may invest the Fund's assets,  in
   which  case,  we may  lose  all or part  of the  Fund's  investment  in that
   country's issuers.

o   EURO CONVERSION RISK. Beginning January 1, 1999, countries participating in
    the European  Monetary Union will begin  converting their currencies into a
    new currency unit called the Euro. The  conversion to the Euro,  which will
    continue in stages  through  2002,  is  expected  to reshape the  financial
    markets, banking systems, and monetary policies

                                       6
<PAGE>

    in Europe  and other  parts of the world  and could  adversely  affect  the
    Fund's investments in these markets. In addition, a failure of the clearing
    and settlement systems in these markets to handle the Euro conversion could
    adversely affect the Fund.

   Q    Will the Fund's assets be invested in any other securities?

   A    We may invest the remainder of the Fund's  assets in equity  securities
        of  companies  that  meet  any  of the  criteria  as  described  in the
        definition  of a foreign  company and in  investment-grade,  short-term
        debt instruments having the following characteristics:

        o remaining  maturities  of less than one year that have been issued or
          guaranteed as to both  principal and interest by the U.S.  Government
          or its agencies or instrumentalities, and
        o repurchase agreements collateralized by such securities.

        As  a  temporary   defensive  measure  because  of  market,   economic,
        political, or other conditions,  we may invest up to 100% of the Fund's
        assets in  investment-grade,  short-term  debt  instruments,  which may
        result in the Fund not achieving its  investment  objective  during the
        time it is in this temporary defensive posture.

   Q    Are there any  restrictions as to the types of businesses or operations
        of companies in which the Fund's assets may be invested?

   A    No, there are no  restrictions  except that we may not invest more than
        25% of the Fund's total assets in one industry.  The Fund's investments
        will be diversified in at least four or more countries.

        We  believe  the  Fund   combines  the   advantages  of  investment  in
        diversified international markets with the convenience and liquidity of
        a mutual fund based in the United States.

   Q    How are the decisions to buy and sell securities made?

   A    We review countries and regions for economic and political stability as
        well as future prospects. Then we research individual companies looking
        for favorable valuations,  growth prospects, quality of management, and
        industry outlook. Securities are sold if we believe they are overvalued
        or if the economic or political outlook significantly deteriorates.

For additional  information  about other  securities in which we may invest the
Fund's assets, see APPENDIX A on page 20.

                                       7
<PAGE>

FUND MANAGEMENT

The Trust has retained us, USAA Investment  Management Company, to serve as the
manager and  distributor  for the Trust. We are an affiliate of United Services
Automobile   Association  (USAA),  a  large,   diversified  financial  services
institution.  As of the  date  of this  Prospectus,  we had  approximately  $37
billion  in  total  assets  under  management.  Our  mailing  address  is  9800
Fredericksburg Road, San Antonio, TX 78288.

We provide management  services to the Fund pursuant to an Advisory  Agreement.
We are responsible for managing the Fund's  portfolio  (including  placement of
brokerage  orders) and its business  affairs,  subject to the  authority of and
supervision  by the Board of Trustees.  For our  services,  the Fund pays us an
annual fee.  This fee was  computed  and paid at  three-fourths  of one percent
(.75%) of average  net assets for the fiscal year ended May 31,  1998.  We also
provide   services  related  to  selling  the  Fund's  shares  and  receive  no
compensation for those services.

Although our officers and employees,  as well as those of the Trust, may engage
in personal securities transactions, they are restricted by the procedures in a
Joint Code of Ethics adopted by the Trust and us.

Portfolio Transactions

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

Portfolio Managers

The following individuals are primarily responsible for managing the Fund:

[PHOTOGRAPH OF PORTFOLIO MANAGERS]
                       FROM L TO R: ALBERT C. SEBASTIAN,
                  DAVID G. PEEBLES, AND W. TRAVIS SELMIER, II

                                       8
<PAGE>

David G.  Peebles,  Vice  President  of  Equity  Investments,  has  managed  or
co-managed  the  Fund  since  its  inception  in  July  1988.  He has 32  years
investment  management  experience  and has  worked  for us for 14  years.  Mr.
Peebles earned the Chartered Financial Analyst (CFA) designation in 1971 and is
a member of the Association for Investment  Management and Research (AIMR), the
San Antonio  Financial  Analysts  Society, Inc. (SAFAS), and the  International
Society  of  Financial  Analysts  (ISFA).  He holds an MBA and a BS from  Texas
Christian University.

Albert C.  Sebastian  and W. Travis  Selmier,  II,  co-manage the Fund with Mr.
Peebles. Mr. Peebles coordinates the activities of the Managers.

Albert C.  Sebastian,  Assistant  Vice  President  of Equity  Investments,  has
co-managed the Fund since October 1996. He has 14 years  investment  management
experience and has worked for us for seven years.  Mr. Sebastian earned the CFA
designation in 1989 and is a member of AIMR,  SAFAS,  and ISFA. He holds an MBA
from  the   University   of  Michigan  and  a  BA  from  Holy  Cross   College,
Massachusetts.

W. Travis  Selmier,  II,  Assistant Vice President of Equity  Investments,  has
co-managed the Fund since October 1996. He has 11 years  investment  management
experience  and has worked for us for seven years.  Mr.  Selmier earned the CFA
designation in 1990 and is a member of AIMR,  SAFAS,  and ISFA. He holds an MBA
from Indiana  University,  a Certificate of Proficiency from Sophia  University
Japanese Language Institute,  Japan, and a BA from the University of California
at Santa Barbara.

USING MUTUAL FUNDS IN AN INVESTMENT PROGRAM

I. The Idea Behind Mutual Funds

Mutual funds provide small investors some of the advantages  enjoyed by wealthy
investors.  A  relatively  small  investment  can  buy  part  of a  diversified
portfolio. That portfolio is managed by investment professionals, relieving you
of the  need to make  individual  stock  or bond  selections.  You  also  enjoy
conveniences,  such as daily  pricing,  liquidity,  and in the case of the USAA
Family of Funds, no sales charge. The portfolio, because of its size, has lower
transaction  costs on its trades than most individuals would have. As a result,
you own an investment  that in earlier times would have been  available only to
very wealthy people.

II. Using Funds in an Investment Program

In  choosing a mutual  fund as an  investment  vehicle,  you are giving up some
investment decisions,  but must still make others. The decisions you don't have
to make are those involved with choosing individual securities. We will

                                       9
<PAGE>

perform that  function.  In addition,  we will arrange for the  safekeeping  of
securities,  auditing the annual financial  statements,  and daily valuation of
the Fund, as well as other functions.

You,  however,  retain  at  least  part of the  responsibility  for an  equally
important  decision.  This decision involves  determining a portfolio of mutual
funds that balances your  investment  goals with your tolerance for risk. It is
likely that this decision may include the use of more than one fund of the USAA
Family of Funds.

For  example,  assume you wish to diversify  internationally.  You could divide
your investments between the Emerging Markets,  Gold,  International,  or World
Growth  Funds and holdings in domestic  funds.  This would give you exposure to
the  opportunities  of  investments  in many foreign  countries and to currency
changes.  This is just one way you could combine funds to fit your own risk and
reward goals.

III. USAA's Family of Funds

We offer you  another  alternative  with our  asset  strategy  funds  listed in
APPENDIX B under asset allocation on page 21. These unique mutual funds provide
a  professionally-managed,  diversified  investment  portfolio  within a mutual
fund.  Designed for the individual who prefers to delegate the asset allocation
process to an investment  manager,  their  structure  achieves  diversification
across a number of investment categories.

Whether you prefer to create  your own mix of mutual  funds or use a USAA Asset
Strategy  Fund,  the USAA  Family of Funds  provides  a broad  range of choices
covering  just  about  any   investor's   investment   objectives.   Our  sales
representatives  stand  ready to assist you with your  choices  and to help you
craft a  portfolio  to meet your  needs.  Refer to  APPENDIX B on page 21 for a
complete list of the USAA Family of No-Load Mutual Funds.

HOW TO INVEST

Purchase of Shares

OPENING AN ACCOUNT

You may open an account and make an investment  as described  below by mail, in
person,  bank wire,  electronic  funds  transfer  (EFT),  or phone. A complete,
signed  application is required for each new account.  However,  after you open
your initial account with us, you will not need to fill out another application
unless the registration is different.

TAX ID NUMBER

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

                                      10
<PAGE>

EFFECTIVE DATE

When you make a purchase, your purchase price will be the net asset value (NAV)
per share next  determined  after we receive your  request in proper form.  The
Fund's NAV is determined at the close of the regular trading session (generally
4:00 p.m. Eastern Time) of the New York Stock Exchange (NYSE) each day the NYSE
is open.  If we receive  your  request  and  payment  prior to that time,  your
purchase price will be the NAV per share determined for that day. If we receive
your  request or payment  after the NAV per share is  calculated,  the purchase
will be effective on the next business day. If you plan to purchase Fund shares
with a foreign check, we suggest you convert your foreign check to U.S. dollars
prior to  investment  in the Fund.  This will  avoid a  potential  delay in the
effective date of your purchase of up to four to six weeks. Furthermore, a bank
charge may be assessed in the clearing process, which will be deducted from the
amount of the purchase.

MINIMUM INVESTMENTS

INITIAL PURCHASE

[MONEY GRAPHIC]
o   $3,000.  [$500 Uniform  Gifts/Transfers to Minors Act (UGMA/UTMA)  accounts
    and $250 for IRAs] or no initial  investment  if you elect to have  monthly
    electronic  investments  of at least $50 each.  We may  periodically  offer
    programs   that   reduce  the  minimum   amounts  for  monthly   electronic
    investments.  Employees of USAA and its  affiliated  companies  may open an
    account through payroll  deduction for as little as $25 per pay period with
    no initial investment.

ADDITIONAL PURCHASES

o   $50

HOW TO PURCHASE

MAIL

[ENVELOPE GRAPHIC]
o   To open an account, send your application and check to:
       USAA Investment Management Company
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   To add to your account,  send your check and the "Invest by Mail" stub that
    accompanies your Fund's transaction confirmation to the Transfer Agent:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288

                                      11
<PAGE>

IN PERSON

[HANDSHAKE GRAPHIC]
o   To open an account, bring your application and check to:
       USAA Investment Management Company
       USAA Federal Savings Bank
       10750 Robert F. McDermott Freeway
       San Antonio, TX 78288

BANK WIRE

[WIRE GRAPHIC]
o   Instruct  your bank  (which may charge a fee for the  service)  to wire the
    specified amount to the Fund as follows:
       State Street Bank and Trust Company
       Boston, MA 02101
       ABA#011000028
       Attn: USAA International Fund
       USAA Account Number: 69384998
       Shareholder(s) Name(s)______________________________________
       Shareholder(s) Mutual Fund Account Number___________________

ELECTRONIC FUNDS TRANSFER

[CALENDAR GRAPHIC]
o   Additional  purchases  on a  regular  basis  can  be  deducted  from a bank
    account, paycheck,  income-producing  investment, or USAA money market fund
    account.  Sign up for  these  services  when  opening  an  account  or call
    1-800-531-8448 to add these services.

PHONE 1-800-531-8448

[TELEPHONE GRAPHIC]
o   If you have an existing  USAA mutual fund  account and would like to open a
    new account or exchange to another  USAA Fund,  call for  instructions.  To
    open an account by phone,  the new account must have the same  registration
    as your existing account.

Redemption of Shares

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

We will send you your  money  within  seven days  after the  effective  date of
redemption.  Payment for redemption of shares purchased by EFT or check is sent
after the EFT or check has  cleared,  which  could  take up to 15 days from the
purchase date. If you are considering redeeming shares soon after purchase, you
should purchase by bank wire or certified check to avoid delay. Redemptions are
subject  to taxes  based on the  difference  between  the cost of  shares  when
purchased and the price received upon redemption.

                                      12
<PAGE>

In  addition,  the Trust  may  elect to  suspend  the  redemption  of shares or
postpone the date of payment in limited circumstances.

HOW TO REDEEM

WRITTEN, FAX, TELEGRAPH, OR TELEPHONE

[FAX MACHINE GRAPHIC]
o   Send your written instructions to:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   Send a signed fax to 1-800-292-8177, or send a telegram to USAA Shareholder
    Account Services.
o   Call toll free 1-800-531-8448, in San Antonio, 456-7202.

Telephone redemption privileges are automatically established when you complete
your application.  The Fund will employ  reasonable  procedures to confirm that
instructions  communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account,  the following  information is obtained:
(1) USAA number or account number, (2) the name(s) on the account registration,
and (3) social  security  number or tax  identification  number for the account
registration.  Additionally, all telephone communications with you are recorded
and confirmations of account transactions are sent to the address of record. If
you were issued stock  certificates  for your shares,  redemption by telephone,
fax, or telegram is not available.

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

Investor's Guide to USAA Mutual Fund Services

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

Account Balance

USAA Shareholder  Account Services (SAS), the Fund's transfer agent, may assess
annually a small balance account fee of $12 to each shareholder  account with a
balance,  at the time of assessment,  of less than $2,000.  The fee will reduce
total transfer  agency fees paid by the Fund to SAS.  Accounts  exempt from the
fee include: (1) any account regularly purchasing  additional shares each month
through an automatic investment plan; (2) any account

                                      13
<PAGE>

registered under the Uniform Gifts/Transfers to Minors Act (UGMA/UTMA); (3) all
(non-IRA) money market fund accounts;  (4) any account whose  registered  owner
has an aggregate  balance of $50,000 or more invested in USAA mutual funds; and
(5) all IRA accounts (for the first year the account is open).

Trust Rights

The Trust reserves the right to:

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

o   limit or  discontinue  the offering of shares of any portfolio of the Trust
    without notice to the shareholders;

o   require a  signature  guarantee  for  transactions  or  changes  in account
    information in those  instances  where the  appropriateness  of a signature
    authorization  is in  question.  The  Statement of  Additional  Information
    contains information on acceptable guarantors;

o   redeem an account with less than $900, with certain limitations.

EXCHANGES

Exchange Privilege

The exchange privilege is automatic when you complete your application. You may
exchange  shares  among Funds in the USAA Family of Funds,  provided you do not
hold these shares in stock  certificate  form and the shares to be acquired are
offered in your state of residence.  After the exchange order is received,  the
Fund's  transfer agent will  simultaneously  process  exchange  redemptions and
purchases  at  the  share  prices  next  determined.  The  investment  minimums
applicable to share  purchases also apply to exchanges.  For federal income tax
purposes,  an exchange  between Funds is a taxable event;  and as such, you may
realize a capital gain or loss.  Such capital  gains or losses are based on the
difference  between the cost of shares when  purchased  and the price  received
upon exchange.

The Fund has undertaken certain procedures regarding telephone  transactions as
described on page 13.

Exchange Limitations, Excessive Trading

To  minimize  Fund costs and to protect the Funds and their  shareholders  from
unfair expense burdens,  the Funds restrict excessive  exchanges.  The limit on
exchanges  out of any Fund in the USAA Family of Funds for each  account is six
per calendar  year (except  there is no  limitation on exchanges out of the Tax
Exempt Short-Term Fund,  Short-Term Bond Fund, or any of the money market funds
in the USAA Family of Funds).

                                      14
<PAGE>

SHAREHOLDER INFORMATION

Share Price Calculation

                                 NAV PER SHARE
                                     EQUALS
                                  TOTAL ASSETS
                                     MINUS
                                  LIABILITIES
                                   DIVIDED BY
                                  # OF SHARES
                                  OUTSTANDING

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

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.

Securities  trading in various  foreign markets may take place on days when the
NYSE is closed.  Further,  when the NYSE is open,  the  foreign  markets may be
closed.  Therefore, the calculation of the Fund's NAV may not take place at the
same time the prices of certain securities held by the Fund are determined.  In
most cases,  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 the Fund's NAV is  calculated  will not be  reflected  in the
Fund's NAV. If, however,  we determine that a particular event would materially
affect the Fund's NAV, then we, under the general  supervision  of the Board of
Trustees,  will use all  relevant,  available  information  to determine a fair
value for the affected portfolio securities.

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

Debt  securities  purchased  with  maturities  of 60 days or less are stated at
amortized  cost,  which  approximates  market value.  Other debt securities are
valued each  business  day at their  current  market value as  determined  by a
pricing service  approved by the Board of Trustees.  Securities which cannot be
valued by these methods, and all other assets, are valued in good faith at fair
value using methods we have  determined  under the general  supervision  of the
Board of Trustees.

For  additional  information  on how  securities  are valued,  see VALUATION OF
SECURITIES in the Fund's Statement of Additional Information.

                                      15
<PAGE>

Dividends and Distributions

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

We  will   automatically   reinvest  all  income  dividends  and  capital  gain
distributions  unless we receive  different  instructions  from you.  The share
price will be the NAV of the Fund shares computed on the ex-dividend  date. Any
income dividends or capital gain distributions paid by the Fund will reduce the
NAV per share by the amount of the dividend or  distribution.  These  dividends
and distributions are subject to taxes.

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

Taxes

FEDERAL

This tax  information  is quite  general and refers to the  federal  income tax
provisions in effect as of the date of this Prospectus.  Note that the Taxpayer
Relief  Act  of  1997  and  the  technical   provisions   adopted  by  the  IRS
Restructuring  and Reform Act of 1998 may  affect the status and  treatment  of
certain  distributions  shareholders  receive  from  the  Fund.  We urge you to
consult  your tax adviser  about the status of  distributions  from the Fund in
your own state and locality.

FOREIGN

The Fund may be subject to foreign withholding or other taxes. If more than 50%
of the  value of the  Fund's  total  assets at the  close of any  taxable  year
consists of securities of foreign  corporations,  the Fund may file an election
with the Internal Revenue Service (the Foreign  Election) that would permit you
to take a credit (or a deduction) for foreign income taxes paid by the Fund. If
the  Foreign  Election  is made,  you would  include in your gross  income both
dividends  received from the Fund and foreign income taxes paid by the Fund. As
a shareholder  of the Fund,  you would be entitled to treat the foreign  income
taxes withheld as a credit against your U.S.  federal income taxes,  subject to
the  limitations  set forth in the Code with  respect to the foreign tax credit
generally.  Alternatively,  you could, if it were to your advantage,  treat the
foreign income taxes withheld as an itemized deduction

                                      16
<PAGE>

in  computing  taxable  income  rather  than as a tax  credit.  You will not be
entitled to a foreign tax credit for taxes paid to certain countries;  however,
if the Fund otherwise qualifies for the Foreign Election,  a deduction for such
taxes will be available to shareholders of the Fund. It is anticipated that the
Fund will make the Foreign Election.

SHAREHOLDER - Dividends from taxable net investment income and distributions of
net  short-term  capital gains are taxable to you as ordinary  income,  whether
received  in cash or  reinvested  in  additional  shares.  A  portion  of these
dividends may qualify for the 70%  dividends  received  deduction  available to
corporations.

Regardless  of the length of time you have held Fund shares,  distributions  of
net  long-term  capital  gains are taxable as long-term  capital  gains whether
received in cash or reinvested in additional shares. These distributions may be
taxable at  different  rates  depending on the length of time the Fund held the
applicable investment.

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

o   fails to furnish the Fund with a correct tax identification number,
o   underreports dividend or interest income, or
o   fails to certify that he or she is not subject to withholding.

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

REPORTING - The Fund will report information to you annually concerning the tax
status of dividends and distributions for federal income tax purposes.

                                      17
<PAGE>

Year 2000

Like other organizations around the world, the Fund could be adversely affected
if the computer systems used by the Fund, its service  providers,  or companies
in which the Fund invests do not  properly  process and  calculate  information
that relates to dates beginning on January 1, 2000, and beyond.  This situation
may occur because for many years computer  programmers  used only two digits to
describe  years, such as 98 for 1998. A program  written in this manner may not
work when it encounters the year 00. To confront this situation, USAA companies
have spent much  effort and money; and we expect to have our systems  ready for
the Year 2000 by mid-1999. In addition, we are actively assessing the Year 2000
readiness of our service providers, partners, and companies in whose securities
we invest.  It is not possible for us to say that you will experience no effect
from this situation,  but we can say that we are making a large effort to avoid
any ill effects upon our shareholders.

We do believe you are entitled to know with certainty that we will stand behind
your share balance as of the close of business in 1999. When the market reopens
in 2000,  should any computer problem cause a change in the number of shares in
your account, we will return your account to its proper share balance.

                                      18
<PAGE>

FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand the Fund's
financial  performance  for the  past  five-year  period.  Certain  information
reflects  financial  results for a single Fund share.  The total returns in the
table  represent  the rate that an  investor  would have earned (or lost) on an
investment   in  the  Fund   (assuming   reinvestment   of  all  dividends  and
distributions).  This  information  has been  audited by KPMG Peat Marwick LLP,
whose report, along with the Fund's financial  statements,  are included in the
Annual Report, which is available upon request.

                                                                   EIGHT-MONTH
                                                                   PERIOD ENDED
                                   YEAR ENDED MAY 31,                MAY 31,
                      ---------------------------------------------------------
                        1998       1997       1996        1995        1994
                      ---------------------------------------------------------
Net asset value at
  beginning of period $  21.03   $  18.71   $  15.78    $  16.36    $  14.48
Net investment income      .19        .15        .17         .10         -
Net realized and
  unrealized gain         2.41       2.87       2.92         .29        2.23
Distributions from net
  investment income       (.12)      (.20)      (.07)        -           -
Distributions of realized
  capital gains          (1.57)      (.50)      (.09)       (.97)       (.35)
                      ---------------------------------------------------------
Net asset value at
  end of period       $  21.94   $  21.03   $  18.71    $  15.78    $  16.36
                      =========================================================
Total return (%)*        13.29      16.72      19.71        2.49       15.67

Net assets at end of
  period (000)        $628,655   $616,576   $417,995    $346,033    $184,792

Ratio of expenses to
  average net assets (%)  1.05       1.09       1.19        1.17        1.31(a)

Ratio of net investment
  income to average net
  assets (%)               .87        .79       1.04         .81         .04(a)

Portfolio turnover (%)   42.97      46.03      70.01       64.30       44.39
- ------------
  * Assumes  reinvestment of all dividend income and capital gain distributions
    during the period.
(a) Annualized.  The  ratio  is not  necessarily  indicative  of 12  months  of
    operations.

                                      19
<PAGE>

                                   APPENDIX A

THE FOLLOWING ARE  DESCRIPTIONS  OF CERTAIN TYPES OF SECURITIES IN WHICH WE MAY
INVEST THE FUND'S ASSETS:

FORWARD CURRENCY CONTRACTS

The Fund may hold securities  denominated in foreign  currencies.  As a result,
the value of the  securities  will be affected by changes in the exchange  rate
between the dollar and foreign currencies.  In managing currency exposure,  the
Fund may enter into forward currency  contracts.  A forward  currency  contract
involves an agreement  to purchase or sell a specified  currency at a specified
future date or over a  specified  time period at a price set at the time of the
contract.  The Fund may only enter into forward  currency  contracts.  When the
Fund enters into a contract for the purchase or sale of a security  denominated
in a foreign  currency,  it desires to "lock in" the U.S.  dollar  price of the
security.

REPURCHASE AGREEMENTS

We  may  invest  the  Fund's   assets  in  repurchase   agreements   which  are
collateralized  by  obligations  issued or guaranteed as to both  principal and
interest  by the  U.S.  Government,  its  agencies,  and  instrumentalities.  A
repurchase  agreement is a transaction  in which a security is purchased with a
simultaneous  commitment  to sell it back to the seller (a  commercial  bank or
recognized  securities  dealer) at an agreed upon price on an agreed upon date.
This date is usually  not more than seven days from the date of  purchase.  The
resale price  reflects  the  purchase  price plus an agreed upon market rate of
interest,  which is unrelated  to the coupon rate or maturity of the  purchased
security.

WHEN-ISSUED SECURITIES

We may invest the Fund's assets in new issues of debt  securities  offered on a
when-issued basis.

o   Delivery  and  payment  take  place  after  the date of the  commitment  to
    purchase,  normally  within 45 days. Both price and interest rate are fixed
    at the time of commitment.
o   The Funds do not earn interest on the securities until settlement,  and the
    market  value  of  the  securities  may  fluctuate   between  purchase  and
    settlement.
o   Such securities can be sold before settlement date.

ILLIQUID SECURITIES

We may  invest  up to 15% of the  Fund's  net  assets in  securities  which are
illiquid.  Illiquid  securities are those securities that cannot be disposed of
in the ordinary course of business,  seven days or less, at  approximately  the
value at which the Fund has valued the securities.

CONVERTIBLE SECURITIES

We may invest the Fund's  assets in  convertible  securities,  which are bonds,
preferred stocks, and other securities that pay interest or dividends and offer
the buyer the ability to convert the security into common  stock.  The value of
convertible  securities  depends  partially  on interest  rate  changes and the
credit  quality  of the  issuer.  Because a  convertible  security  affords  an
investor the opportunity, through its conversion feature, to participate in the
capital  appreciation of the underlying  common stock, the value of convertible
securities also depends on the price of the underlying common stock.

                                      20
<PAGE>

                                   APPENDIX B

USAA Family of No-Load Mutual Funds

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

     FUND
  TYPE/NAME                     VOLATILITY
=================================================
CAPITAL APPRECIATION
Aggressive Growth               Very high
Emerging Markets (1)            Very high
First Start Growth              Moderate to high
Gold (1)                        Very high
Growth                          Moderate to high
Growth & Income                 Moderate
International (1)               Moderate to high
S&P 500 Index (2)               Moderate
Science & Technology            Very high
World Growth (1)                Moderate to high
=================================================
ASSET ALLOCATION
Balanced Strategy (1)           Moderate
Cornerstone Strategy (1)        Moderate
Growth and Tax Strategy         Moderate
Growth Strategy (1)             Moderate to high
Income Strategy                 Low to moderate
=================================================
INCOME -- TAXABLE
GNMA                            Low to moderate
Income                          Moderate
Income Stock                    Moderate
Short-Term Bond                 Low
=================================================
INCOME -- TAX EXEMPT
Long-Term (3)                   Moderate
Intermediate-Term (3)           Low to moderate
Short-Term (3)                  Low
State Bond/Income (3, 4)        Moderate
=================================================
MONEY MARKET 
Money Market (5)                Very low
Tax Exempt Money Market (3, 5)  Very low
Treasury Money Market Trust (5) Very low
State Money Market (3, 4, 5)    Very low
=================================================

1  FOREIGN INVESTING IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY 
   FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY.
2  S&P(R) IS A TRADEMARK OF THE MCGRAW-HILL COMPANIES, INC., AND HAS BEEN
   LICENSED FOR USE. THE PRODUCT IS NOT SPONSORED, SOLD OR PROMOTED BY STANDARD
   & POOR'S, AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE 
   ADVISABILITY OF INVESTING IN THE PRODUCT.
3  SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.
4  CALIFORNIA, FLORIDA, NEW YORK, TEXAS, AND VIRGINIA FUNDS ARE OFFERED ONLY 
   TO RESIDENTS OF THOSE STATES.
5  AN INVESTMENT IN A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY 
   THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL BE 
   ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.

                                      21
<PAGE>
                                     NOTES
<PAGE>
                                     NOTES
<PAGE>

  If  you  would  like  more   information   about  the  Fund,   you  may  call
  1-800-531-8181  to request a free copy of the Fund's  Statement of Additional
  Information  (SAI),  Annual or Semiannual  Report,  or to ask other questions
  about the Fund.  The SAI has been  filed  with the  Securities  and  Exchange
  Commission  (SEC) and is  legally  a part of the  Prospectus.  In the  Fund's
  Annual  Report,  you will find a  discussion  of the  market  conditions  and
  investment  strategies  that  significantly  affected the Fund's  performance
  during the last fiscal year.

  To view these documents,  along with other related  documents,  you can visit
  the SEC's Internet web site  (http://www.sec.gov)  or the Commission's Public
  Reference Room in Washington, D.C. Information on the operation of the public
  reference  room can be  obtained  by  calling  1-800-SEC-0330.  Additionally,
  copies of this information can be obtained, for a duplicating fee, by writing
  the Public Reference Section of the Commission, Washington, D.C. 20549-6009.

                INVESTMENT ADVISER, UNDERWRITER AND DISTRIBUTOR
                       USAA Investment Management Company
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                 TRANSFER AGENT
                       USAA Shareholder Account Services
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                   CUSTODIAN
                      State Street Bank and Trust Company
                                 P.O. Box 1713
                          Boston, Massachusetts 02105
                         ------------------------------
                           TELEPHONE ASSISTANCE HOURS
                         Call toll free - Central Time
                     Monday - Friday 8:00 a.m. to 8:00 p.m.
                        Saturdays 8:30 a.m. to 5:00 p.m.
                         ------------------------------
                   FOR ADDITIONAL INFORMATION ON MUTUAL FUNDS
                   1-800-531-8181, (in San Antonio) 456-7211
                For account servicing, exchanges or redemptions
                   1-800-531-8448, (in San Antonio) 456-7202
                         ------------------------------
                       RECORDED MUTUAL FUND PRICE QUOTES
                        24-Hour Service (from any phone)
                   1-800-531-8066, (in San Antonio) 498-8066
                         ------------------------------
                           MUTUAL FUND TOUCHLINE (R)
                          (from Touchtone phones only)
              For account balance, last transaction or fund prices
                   1-800-531-8777, (in San Antonio) 498-8777

                   Investment Company Act File No. 811-4019

<PAGE>
                             USAA WORLD GROWTH FUND

                                   PROSPECTUS
                                OCTOBER 1, 1998

As with other mutual funds,  the  Securities  and Exchange  Commission  has not
approved  or  disapproved  of this Fund's  shares or  determined  whether  this
prospectus  is  accurate  or  complete.  Anyone  who  tells  you  otherwise  is
committing a crime.

                               TABLE OF CONTENTS

What is the Fund's Investment Objective and Main Strategy?....... 2
Main Risks of Investing in This Fund............................. 2
Is This Fund for You?............................................ 3
Could the Value of Your Investment in This Fund Fluctuate?....... 3
Fees and Expenses................................................ 4
Fund Investments................................................. 5
Fund Management.................................................. 8
Using Mutual Funds in an Investment Program......................10
How to Invest....................................................11
Important Information About Purchases and Redemptions............14
Exchanges........................................................15
Shareholder Information..........................................16
Financial Highlights.............................................20
Appendix A ......................................................21
Appendix B ......................................................23

<PAGE>

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

WHAT IS THE FUND'S INVESTMENT OBJECTIVE AND MAIN STRATEGY?

The Fund has an objective of capital  appreciation.  We will attempt to achieve
the Fund's  objective by investing the Fund's assets mostly in a mix of foreign
and domestic equity securities.

In view of the risks inherent in all  investments  in  securities,  there is no
assurance that the Fund's  objective will be achieved.  See FUND INVESTMENTS on
page 5 for more information.

MAIN RISKS OF INVESTING IN THIS FUND

The primary  risks of  investing  in this Fund are market risk and the risks of
foreign investing.

o   MARKET RISK involves the possibility that the Fund's  investments in equity
    securities will decline because of falls in the stock market,  reducing the
    value of individual company's stocks,  regardless of the success or failure
    of an individual company's operations.

o   FOREIGN INVESTING RISK involves the possibility that the Fund's investments
    in  foreign  stock  will  decrease   because  of  currency   exchange  rate
    fluctuations,  increased price volatility,  uncertain political conditions,
    and other factors.

Another  risk of the  Fund  described  later in the  Prospectus  is the risk of
investing in real estate investment trusts. As with other mutual funds,  losing
money is an additional risk associated with investing in this Fund.

As you consider an investment  in this Fund,  you should also take into account
your tolerance for the daily  fluctuations of the financial markets and whether
you can afford to leave your money in the  investment  for long periods of time
to ride out down periods.

An  investment  in this Fund is not a deposit of USAA Federal  Savings Bank, or
any other  bank,  and is not  insured  or  guaranteed  by the  Federal  Deposit
Insurance Corporation or any other government agency.

[CAUTION LIGHT]
Look for this symbol throughout the Prospectus. We use it to mark more detailed
information about the main risks you will face as a Fund shareholder.

                                       2
<PAGE>

IS THIS FUND FOR YOU?

This Fund might be appropriate as part of your investment portfolio if . . .

|X| You are looking for long-term growth.
|X| You are willing to accept moderate to high risk.
|X| You are seeking an appropriate investment for an IRA, through a 401(k) plan
    or 403(b) plan, or other tax-sheltered account.

This Fund MAY NOT be appropriate as part of your investment portfolio if . . .

|X| You are unable or reluctant to invest for a period of five years or more.
|X| You are unwilling to take greater risk for long-term goals.
|X| You need an investment that provides tax-free income.

COULD THE VALUE OF YOUR INVESTMENT IN THIS FUND FLUCTUATE?

Yes, it could.  In fact,  the value of your  investment in the Fund will likely
increase or decrease.  Because the Fund invests in foreign markets, the Fund is
expected to be more volatile than the average equity mutual fund. The bar chart
shown below illustrates the Fund's volatility and performance from year to year
over the life of the Fund.

TOTAL RETURN

All mutual funds must use the same formula to calculate total return.

                                  TOTAL RETURN
                                  MEASURES THE
                                  PRICE CHANGE
                                   IN A SHARE
                                  ASSUMING THE
                                  REINVESTMENT
                                OF ALL DIVIDEND
                                   INCOME AND
                                  CAPITAL GAIN
                                 DISTRIBUTIONS.

[BAR CHART]
    CALENDAR        TOTAL RETURN
      YEAR           PERCENTAGE
     1993*              24.03
     1994                 .64
     1995               12.85
     1996               19.08
     1997               12.87

     *FUND BEGAN OPERATIONS ON OCTOBER 1, 1992.

     THE FUND'S TOTAL RETURN FOR THE SIX-MONTH PERIOD ENDED JUNE  30, 1998, WAS
     12.91%.

                                       3
<PAGE>

During the  periods  shown in the bar chart,  the  highest  total  return for a
quarter was 12.02%  (quarter  ending June 30, 1997) and the lowest total return
for a quarter was -6.99% (quarter ending December 31, 1997).

The table below shows how the Fund's  average  annual  returns for the one- and
five-year  periods  as well as the  life of the  Fund  compared  to  those of a
broad-based securities market index. Remember,  historical performance does not
necessarily indicate what will happen in the future.

  ==========================================================================
  Average Annual Total Returns                                Since Fund's
  (for the periods ending           Past         Past         Inception on
  December 31, 1997)               1 Year       5 Years      October 1, 1992
  ==========================================================================
  World Growth Fund                12.87%       13.62%           13.51%
  --------------------------------------------------------------------------
  Morgan Stanley Capital
   Index (MSCI) World *            15.76%       15.34%           14.50%
  ==========================================================================
  * MORGAN  STANLEY  CAPITAL  INDEX (MSCI)  WORLD IS AN  UNMANAGED  INDEX WHICH
    REFLECTS  THE  MOVEMENTS  OF WORLD STOCK  MARKETS BY  REPRESENTING  A BROAD
    SELECTION OF DOMESTICALLY LISTED COMPANIES WITHIN EACH MARKET.

                              [TELEPHONE GRAPHIC]
                                 TOUCHLINE (R)
                                 1-800-531-8777
                                     PRESS
                                       1
                                      THEN
                                       1
                                      THEN
                                     5 4 #

Please  consider  performance  information  in light of the  Fund's  investment
objective and policies and market  conditions during the reported time periods.
Again,  you must  remember that  historical  performance  does not  necessarily
indicate what will happen in the future.  The value of your shares may go up or
down. For the most current price and return  information for this Fund, you may
call TouchLINE(R) at 1-800-531-8777.  Press 1 for the Mutual Fund Menu, press 1
again for prices and returns. Then, press 54# when asked for the Fund Code.

                                   NEWSPAPER
                                     SYMBOL
                                     WldGr

                                     TICKER
                                     SYMBOL
                                     USAWX

You can also find the most current price of your shares in the business section
of your newspaper in the mutual fund section under the heading "USAA Group" and
the symbol  "WldGr." If you prefer to obtain this  information  from an on-line
computer service, you can do so by using the ticker symbol "USAWX."

FEES AND EXPENSES

This summary  shows what it will cost you directly or  indirectly  to invest in
the Fund.

Shareholder Transaction Expenses -- Fees You Pay Directly

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

                                       4
<PAGE>

Annual Fund Operating Expenses -- Fees You Pay Indirectly

Fund  expenses  come out of the Fund's  assets and are  reflected in the Fund's
share price and dividends.  "Other Expenses" include expenses such as custodian
and transfer agent fees. The figures below show actual expenses during the past
fiscal year ended May 31, 1998,  and are  calculated as a percentage of average
net assets.

                                  12B-1 FEES -
                                  SOME MUTUAL
                                  FUNDS CHARGE
                                   THESE FEES
                                   TO PAY FOR
                                  ADVERTISING
                                   AND OTHER
                                COSTS OF SELLING
                                  FUND SHARES.

           Management Fees                         .75%
           Distribution (12b-1) Fees               None
           Other Expenses                          .38%
                                                  -----
           Total Annual Fund Operating Expenses   1.13%
                                                  =====

Example of Effect of the Fund's Operating Expenses

This  example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual  funds.  Although  your actual costs
may be higher or lower,  you  would  pay the  following  expenses  on a $10,000
investment,  assuming (1) 5% annual return,  (2) the Fund's operating  expenses
remain  the  same,  and (3) you  redeem  all of your  shares  at the end of the
periods shown.

                    1 year............ $  115
                    3 years...........    359
                    5 years...........    622
                   10 years...........  1,375

FUND INVESTMENTS

Principal Investment Strategies and Risks

   Q    What is the Fund's principal investment strategy?

   A    The Fund's principal investment strategy is to invest the Fund's assets
        primarily in equity securities of both foreign and domestic issuers and
        in real  estate  investment  trusts  (REITs).  We use the term  "equity
        securities"  to include  common stocks,  preferred  stocks,  securities
        convertible into common stocks, and securities which carry the right to
        buy common stocks.

[CAUTION LIGHT]
MARKET RISK. Because this Fund invests in equity  securities,  it is subject to
stock  market  risk.  Stock  prices in general may  decline  over short or even
extended  periods,  regardless  of the  success  or  failure  of an  individual
company's operations. Stock markets tend to run in cycles, with periods

                                       5
<PAGE>

when stock prices  generally go up, known as "bull"  markets,  and periods when
stock  prices  generally  go  down,  referred  to  as  "bear"  markets.  Equity
securities tend to go up and down more than bonds.

[CAUTION LIGHT]
REITS.  Investing  in REITs  may  subject  the  Fund to many of the same  risks
associated with the direct  ownership of real estate.  Additionally,  REITs are
dependent  upon  the  capabilities  of  the  REIT   manager(s),   have  limited
diversification, and could be significantly impacted by changes in tax laws.

   Q    Why are foreign and domestic stocks combined in the Fund's portfolio?

   A    We believe  that  international  diversification  may have a  balancing
        impact with regard to domestic  investments  during  periods of adverse
        economic and market  conditions in the United  States.  Therefore,  the
        Fund   combines  the   advantages   of   investing  in  a   diversified
        international  market and domestic  market,  with the  convenience  and
        liquidity of a mutual fund based in the United States.

[CAUTION LIGHT]
FOREIGN  INVESTING.   Investing  in  foreign  securities,   including  American
Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs),  poses unique
risks:  currency  exchange  rate  fluctuations;   foreign  market  illiquidity;
increased price  volatility;  exchange control  regulations;  foreign ownership
limits;  different  accounting,  reporting,  and disclosure  requirements;  and
difficulties  in  obtaining  legal  judgments.  In the  past,  equity  and debt
instruments  of foreign  markets have been more  volatile  than equity and debt
instruments of U.S. securities markets.

                                 ADR - FOREIGN
                                 SHARES HELD BY
                                  A U.S. BANK
                                  WHICH ISSUES
                                   A RECEIPT
                                   EVIDENCING
                                   OWNERSHIP.
                                 DIVIDENDS ARE
                                  PAID IN U.S.
                                    DOLLARS.

                                 GDR - FOREIGN
                                 SHARES HELD BY
                                   A U.S. OR
                                  FOREIGN BANK
                                  WHICH ISSUES
                                   A RECEIPT
                                   EVIDENCING
                                   OWNERSHIP.
                                 DIVIDENDS ARE
                                  PAID IN U.S.
                                    DOLLARS.

o   EMERGING  MARKETS  RISK.  A country  that is in the  initial  stages of its
    industrial   cycle  is  considered  to  be  an  emerging  markets  country.
    Investments in developing countries involve exposure to economic structures
    that are generally less diverse and mature than in the United States and to
    political  systems  which  may be less  stable.  In the  past,  markets  of
    developing  countries have been more volatile than the markets of developed
    countries.

o   POLITICAL  RISK.  Political  risk  includes a greater  potential  for coups
    d'etat,  revolts,  and  expropriation  by governmental  organizations.  For
    example,  we may  invest the  Fund's  assets in  Eastern  Europe and former
    states of the Soviet Union (also known as the  Commonwealth  of Independent
    States or CIS).  These  countries  were under  communist  systems which had
    nationalized  private industry.  There is no guarantee that nationalization
    may not occur  again in this  region or others in which we may  invest  the
    Fund's  assets,  in  which  case,  we may  lose  all or part of the  Fund's
    investment in that country's issuers.

                                       6
<PAGE>

o   EURO CONVERSION RISK. Beginning January 1, 1999, countries participating in
    the European  Monetary Union will begin  converting their currencies into a
    new currency unit called the Euro. The  conversion to the Euro,  which will
    continue in stages  through  2002,  is  expected  to reshape the  financial
    markets,  banking systems,  and monetary policies in Europe and other parts
    of the world and could  adversely  affect the Fund's  investments  in these
    markets.  In addition,  a failure of the clearing and settlement systems in
    these  markets to handle the Euro  conversion  could  adversely  affect the
    Fund.

   Q    Will the Fund's assets be invested in any other securities?

   A    We may invest the remainder of the Fund's  assets in  investment-grade,
        short-term debt instruments having the following characteristics:

        o remaining  maturities  of less than one year that have been issued or
          guaranteed as to both  principal and interest by the U.S.  Government
          or its agencies or instrumentalities, and
        o repurchase agreements collateralized by such securities.

        As  a  temporary   defensive  measure  because  of  market,   economic,
        political, or other conditions,  we may invest up to 100% of the Fund's
        assets in  investment-grade,  short-term  debt  instruments,  which may
        result in the Fund not achieving its  investment  objective  during the
        time it is in this temporary defensive posture.

   Q    Are there any restrictions as to the types of business or operations of
        companies in which the Fund's assets may be invested?

   A    No, there are no  restrictions  except that we may not invest more than
        25% of the Fund's total  assets in one  industry.  Under normal  market
        conditions,  the Fund's  investments  will be  diversified  in at least
        three countries.

   Q    How are the decisions to buy and sell foreign securities made?

   A    We review countries and regions for economic and political stability as
        well as future prospects. Then we research individual companies looking
        for favorable valuations,  growth prospects, quality of management, and
        industry outlook. Securities are sold if we believe they are overvalued
        or if the economic or political outlook significantly deteriorates.

                                       7
<PAGE>

   Q    How are the decisions to buy and sell domestic securities made?

   A    We  generally  invest in  companies  that are, or have the  prospect of
        becoming,  dominant in their industry. We expect the sales and earnings
        of these  companies to grow faster than those of their industry  peers.
        We consider a number of factors such as:

        o a company's strategic position in its industry,
        o sales and earnings growth,
        o cash flow,
        o book value, and
        o dividend yield.

        We will sell a security when we perceive  that our original  investment
        thesis no longer holds.

For additional  information  about other  securities in which we may invest the
Fund's assets, see APPENDIX A on page 21.

FUND MANAGEMENT

The Trust has retained us, USAA Investment  Management Company, to serve as the
manager and  distributor  for the Trust. We are an affiliate of United Services
Automobile   Association  (USAA),  a  large,   diversified  financial  services
institution.  As of the  date  of this  Prospectus,  we had  approximately  $37
billion  in  total  assets  under  management.  Our  mailing  address  is  9800
Fredericksburg Road, San Antonio, TX 78288.

We provide management  services to the Fund pursuant to an Advisory  Agreement.
We are responsible for managing the Fund's  portfolio  (including  placement of
brokerage  orders) and its business  affairs,  subject to the  authority of and
supervision  by the Board of Trustees.  For our  services,  the Fund pays us an
annual fee.  This fee was  computed  and paid at  three-fourths  of one percent
(.75%) of average  net assets for the fiscal year ended May 31,  1998.  We also
provide   services  related  to  selling  the  Fund's  shares  and  receive  no
compensation for those services.

Although our officers and employees,  as well as those of the Trust, may engage
in personal securities transactions, they are restricted by the procedures in a
Joint Code of Ethics adopted by the Trust and us.

Portfolio Transactions

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

                                       8
<PAGE>

Portfolio Managers

The following individuals are primarily responsible for managing the Fund:

FOREIGN SECURITIES

[PHOTOGRAPH OF PORTFOLIO MANAGERS]
                       FROM L TO R: ALBERT C. SEBASTIAN,
                  DAVID G. PEEBLES, AND W. TRAVIS SELMIER, II

David G. Peebles, Vice President of Equity Investments, is the asset allocation
manager.  He has managed or co-managed  the Fund since its inception in October
1992. He has 32 years  investment  management  experience and has worked for us
for 14  years.  Mr.  Peebles  earned  the  Chartered  Financial  Analyst  (CFA)
designation  in  1971  and  is a  member  of  the  Association  for  Investment
Management and Research (AIMR),  the San Antonio  Financial  Analysts  Society,
Inc. (SAFAS),  and the International  Society of Financial  Analysts (ISFA). He
holds an MBA and a BS from Texas Christian University.

Albert C. Sebastian and W. Travis Selmier, II, co-manage the Fund's investments
in foreign securities with Mr. Peebles.  Mr. Peebles coordinates the activities
of the Managers.

Albert C.  Sebastian,  Assistant  Vice  President  of Equity  Investments,  has
co-managed the Fund since October 1996. He has 14 years  investment  management
experience and has worked for us for seven years.  Mr. Sebastian earned the CFA
designation in 1989 and is a member of AIMR,  SAFAS,  and ISFA. He holds an MBA
from  the   University   of  Michigan  and  a  BA  from  Holy  Cross   College,
Massachusetts.

W. Travis  Selmier,  II,  Assistant Vice President of Equity  Investments,  has
co-managed the Fund since October 1996. He has 11 years  investment  management
experience  and has worked for us for seven years.  Mr.  Selmier earned the CFA
designation in 1990 and is a member of AIMR,  SAFAS,  and ISFA. He holds an MBA
from Indiana  University,  a Certificate of Proficiency from Sophia  University
Japanese Language Institute,  Japan, and a BA from the University of California
at Santa Barbara.

                                       9
<PAGE>

DOMESTIC SECURITIES

[PHOTOGRAPH OF PORTFOLIO MANAGER]
CURT ROHRMAN
Curt Rohrman,  Assistant Vice President of Equity Investments,  has managed the
Fund's  investments in domestic  securities since October 1998. He has 10 years
investment  management  experience and has worked for us for three years. Prior
to joining us, Mr.  Rohrman  worked for CS First Boston  Corporation  from June
1988 to March 1995.  He earned the CFA  designation  in 1991 and is a member of
AIMR and SAFAS.  He holds an MBA from the  University  of Texas at Austin and a
BBA from Texas Christian University.

USING MUTUAL FUNDS IN AN INVESTMENT PROGRAM

I. The Idea Behind Mutual Funds

Mutual funds provide small investors some of the advantages  enjoyed by wealthy
investors.  A  relatively  small  investment  can  buy  part  of a  diversified
portfolio. That portfolio is managed by investment professionals, relieving you
of the  need to make  individual  stock  or bond  selections.  You  also  enjoy
conveniences,  such as daily  pricing,  liquidity,  and in the case of the USAA
Family of Funds, no sales charge. The portfolio, because of its size, has lower
transaction  costs on its trades than most individuals would have. As a result,
you own an investment  that in earlier times would have been  available only to
very wealthy people.

II. Using Funds in an Investment Program

In  choosing a mutual  fund as an  investment  vehicle,  you are giving up some
investment decisions,  but must still make others. The decisions you don't have
to make are those involved with choosing individual securities. We will perform
that function.  In addition, we will arrange for the safekeeping of securities,
auditing the annual financial  statements,  and daily valuation of the Fund, as
well as other functions.

You,  however,  retain  at  least  part of the  responsibility  for an  equally
important  decision.  This decision involves  determining a portfolio of mutual
funds that balances your  investment  goals with your tolerance for risk. It is
likely that this decision may include the use of more than one fund of the USAA
Family of Funds.

For  example,  assume you wish to diversify  internationally.  You could divide
your investments between the Emerging Markets,  International,  or World Growth
Funds and  holdings  in  domestic  funds.  This would give you  exposure to the
opportunities of investments in many foreign countries and to currency

                                      10
<PAGE>

changes.  This is just one way you could combine funds to fit your own risk and
reward goals.

III. USAA's Family of Funds

We offer you  another  alternative  with our  asset  strategy  funds  listed in
APPENDIX B under asset allocation on page 23. These unique mutual funds provide
a  professionally-managed,  diversified  investment  portfolio  within a mutual
fund.  Designed for the individual who prefers to delegate the asset allocation
process to an investment  manager,  their  structure  achieves  diversification
across a number of investment categories.

Whether you prefer to create  your own mix of mutual  funds or use a USAA Asset
Strategy  Fund,  the USAA  Family of Funds  provides  a broad  range of choices
covering  just  about  any   investor's   investment   objectives.   Our  sales
representatives  stand  ready to assist you with your  choices  and to help you
craft a  portfolio  to meet your  needs.  Refer to  APPENDIX B on page 23 for a
complete list of the USAA Family of No-Load Mutual Funds.

HOW TO INVEST

Purchase of Shares

OPENING AN ACCOUNT

You may open an account and make an investment  as described  below by mail, in
person,  bank wire,  electronic  funds  transfer  (EFT),  or phone. A complete,
signed  application is required for each new account.  However,  after you open
your initial account with us, you will not need to fill out another application
unless the registration is different.

TAX ID NUMBER

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

EFFECTIVE DATE

When you make a purchase, your purchase price will be the net asset value (NAV)
per share next  determined  after we receive your  request in proper form.  The
Fund's NAV is determined at the close of the regular trading session (generally
4:00 p.m. Eastern Time) of the New York Stock Exchange (NYSE) each day the NYSE
is open.  If we receive  your  request  and  payment  prior to that time,  your
purchase price will be the NAV per share determined for that day. If we receive
your  request or payment  after the NAV per share is  calculated,  the purchase
will be effective on the next business day. If you plan to purchase Fund shares
with a foreign check, we suggest you convert your foreign check to U.S. dollars
prior to  investment  in the Fund.  This will  avoid a  potential  delay in the
effective date of your purchase of up to four to six weeks.

                                      11
<PAGE>

Furthermore,  a bank charge may be assessed in the clearing process, which will
be deducted from the amount of the purchase.

MINIMUM INVESTMENTS

INITIAL PURCHASE

[MONEY GRAPHIC]
o   $3,000.  [$500 Uniform  Gifts/Transfers to Minors Act (UGMA/UTMA)  accounts
    and $250 for IRAs] or no initial  investment  if you elect to have  monthly
    electronic  investments  of at least $50 each.  We may  periodically  offer
    programs   that   reduce  the  minimum   amounts  for  monthly   electronic
    investments.  Employees of USAA and its  affiliated  companies  may open an
    account through payroll  deduction for as little as $25 per pay period with
    no initial investment.

ADDITIONAL PURCHASES

o   $50

HOW TO PURCHASE

MAIL

[ENVELOPE GRAPHIC]
o   To open an account, send your application and check to:
       USAA Investment Management Company
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   To add to your account,  send your check and the "Invest by Mail" stub that
    accompanies your Fund's transaction confirmation to the Transfer Agent:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288

IN PERSON

[HANDSHAKE GRAPHIC]
o   To open an account, bring your application and check to:
       USAA Investment Management Company
       USAA Federal Savings Bank
       10750 Robert F. McDermott Freeway
       San Antonio, TX 78288

                                      12
<PAGE>

BANK WIRE

[WIRE GRAPHIC]
o   Instruct  your bank  (which may charge a fee for the  service)  to wire the
    specified amount to the Fund as follows:
       State Street Bank and Trust Company
       Boston, MA 02101
       ABA#011000028
       Attn: USAA World Growth Fund
       USAA Account Number: 69384998
       Shareholder(s) Name(s)______________________________________
       Shareholder(s) Mutual Fund Account Number___________________

ELECTRONIC FUNDS TRANSFER

[CALENDAR GRAPHIC]
o   Additional  purchases  on a  regular  basis  can  be  deducted  from a bank
    account, paycheck,  income-producing  investment, or USAA money market fund
    account.  Sign up for  these  services  when  opening  an  account  or call
    1-800-531-8448 to add these services.

PHONE 1-800-531-8448

[TELEPHONE GRAPHIC]
o   If you have an existing  USAA mutual fund  account and would like to open a
    new account or exchange to another  USAA Fund,  call for  instructions.  To
    open an account by phone,  the new account must have the same  registration
    as your existing account.

Redemption of Shares

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

We will send you your  money  within  seven days  after the  effective  date of
redemption.  Payment for redemption of shares purchased by EFT or check is sent
after the EFT or check has  cleared,  which  could  take up to 15 days from the
purchase date. If you are considering redeeming shares soon after purchase, you
should purchase by bank wire or certified check to avoid delay. Redemptions are
subject  to taxes  based on the  difference  between  the cost of  shares  when
purchased and the price received upon redemption.

In  addition,  the Trust  may  elect to  suspend  the  redemption  of shares or
postpone the date of payment in limited circumstances.

                                      13
<PAGE>

HOW TO REDEEM

WRITTEN, FAX, TELEGRAPH, OR TELEPHONE

[FAX MACHINE GRAPHIC]
o   Send your written instructions to:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   Send a signed fax to 1-800-292-8177, or send a telegram to USAA Shareholder
    Account Services.
o   Call toll free 1-800-531-8448, in San Antonio, 456-7202.

Telephone redemption privileges are automatically established when you complete
your application.  The Fund will employ  reasonable  procedures to confirm that
instructions  communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account,  the following  information is obtained:
(1) USAA number or account number, (2) the name(s) on the account registration,
and (3) social  security  number or tax  identification  number for the account
registration.  Additionally, all telephone communications with you are recorded
and confirmations of account transactions are sent to the address of record. If
you were issued stock  certificates  for your shares,  redemption by telephone,
fax, or telegram is not available.

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

Investor's Guide to USAA Mutual Fund Services

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

Account Balance

USAA Shareholder  Account Services (SAS), the Fund's transfer agent, may assess
annually a small balance account fee of $12 to each shareholder  account with a
balance,  at the time of assessment,  of less than $2,000.  The fee will reduce
total transfer  agency fees paid by the Fund to SAS.  Accounts  exempt from the
fee include: (1) any account regularly purchasing  additional shares each month
through an automatic  investment  plan;  (2) any account  registered  under the
Uniform Gifts/Transfers to Minors Act (UGMA/UTMA);

                                      14
<PAGE>

(3) all (non-IRA) money market fund accounts;  (4) any account whose registered
owner has an  aggregate  balance  of $50,000 or more  invested  in USAA  mutual
funds; and (5) all IRA accounts (for the first year the account is open).

Trust Rights

The Trust reserves the right to:

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

o   limit or  discontinue  the offering of shares of any portfolio of the Trust
    without notice to the shareholders;

o   require a  signature  guarantee  for  transactions  or  changes  in account
    information in those  instances  where the  appropriateness  of a signature
    authorization  is in  question.  The  Statement of  Additional  Information
    contains information on acceptable guarantors;

o   redeem an account with less than $900, with certain limitations.

EXCHANGES

Exchange Privilege

The exchange privilege is automatic when you complete your application. You may
exchange  shares  among Funds in the USAA Family of Funds,  provided you do not
hold these shares in stock  certificate  form and the shares to be acquired are
offered in your state of residence.  After the exchange order is received,  the
Fund's  transfer agent will  simultaneously  process  exchange  redemptions and
purchases  at  the  share  prices  next  determined.  The  investment  minimums
applicable to share  purchases also apply to exchanges.  For federal income tax
purposes,  an exchange  between Funds is a taxable event;  and as such, you may
realize a capital gain or loss.  Such capital  gains or losses are based on the
difference  between the cost of shares when  purchased  and the price  received
upon exchange.

The Fund has undertaken certain procedures regarding telephone  transactions as
described on page 14.

Exchange Limitations, Excessive Trading

To  minimize  Fund costs and to protect the Funds and their  shareholders  from
unfair expense burdens,  the Funds restrict excessive  exchanges.  The limit on
exchanges  out of any Fund in the USAA Family of Funds for each  account is six
per calendar  year (except  there is no  limitation on exchanges out of the Tax
Exempt Short-Term Fund,  Short-Term Bond Fund, or any of the money market funds
in the USAA Family of Funds).

                                      15
<PAGE>

SHAREHOLDER INFORMATION

Share Price Calculation

                                 NAV PER SHARE
                                     EQUALS
                                  TOTAL ASSETS
                                     MINUS
                                  LIABILITIES
                                   DIVIDED BY
                                  # OF SHARES
                                  OUTSTANDING

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

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.

Securities  trading in various  foreign markets may take place on days when the
NYSE is closed.  Further,  when the NYSE is open,  the  foreign  markets may be
closed.  Therefore, the calculation of the Fund's NAV may not take place at the
same time the prices of certain securities held by the Fund are determined.  In
most cases,  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 the Fund's NAV is  calculated  will not be  reflected  in the
Fund's NAV. If, however,  we determine that a particular event would materially
affect the Fund's NAV, then we, under the general  supervision  of the Board of
Trustees,  will use all  relevant,  available  information  to determine a fair
value for the affected portfolio securities.

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

Debt  securities  purchased  with  maturities  of 60 days or less are stated at
amortized  cost,  which  approximates  market value.  Other debt securities are
valued each  business  day at their  current  market value as  determined  by a
pricing service  approved by the Board of Trustees.  Securities which cannot be
valued by these methods, and all other assets, are valued in good faith at fair
value using methods we have  determined  under the general  supervision  of the
Board of Trustees.

For  additional  information  on how  securities  are valued,  see VALUATION OF
SECURITIES in the Fund's Statement of Additional Information.

Dividends and Distributions

The Fund pays net  investment  income  dividends  yearly.  Any net capital gain
distribution usually occurs within 45 days of the May 31 fiscal year end, which
would be somewhere around the middle of July. The Fund will make

                                      16
<PAGE>

additional payments to shareholders,  if necessary,  to avoid the imposition of
any federal income or excise tax.

We  will   automatically   reinvest  all  income  dividends  and  capital  gain
distributions  unless we receive  different  instructions  from you.  The share
price will be the NAV of the Fund shares computed on the ex-dividend  date. Any
income dividends or capital gain distributions paid by the Fund will reduce the
NAV per share by the amount of the dividend or  distribution.  These  dividends
and distributions are subject to taxes.

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

Taxes

FEDERAL

This tax  information  is quite  general and refers to the  federal  income tax
provisions in effect as of the date of this Prospectus.  Note that the Taxpayer
Relief  Act  of  1997  and  the  technical   provisions   adopted  by  the  IRS
Restructuring  and Reform Act of 1998 may  affect the status and  treatment  of
certain  distributions  shareholders  receive  from  the  Fund.  We urge you to
consult  your tax adviser  about the status of  distributions  from the Fund in
your own state and locality.

FOREIGN

The Fund may be subject to foreign withholding or other taxes. If more than 50%
of the  value of the  Fund's  total  assets at the  close of any  taxable  year
consists of securities of foreign  corporations,  the Fund may file an election
with the Internal Revenue Service (the Foreign  Election) that would permit you
to take a credit (or a deduction) for foreign income taxes paid by the Fund. If
the  Foreign  Election  is made,  you would  include in your gross  income both
dividends  received from the Fund and foreign income taxes paid by the Fund. As
a shareholder  of the Fund,  you would be entitled to treat the foreign  income
taxes withheld as a credit against your U.S.  federal income taxes,  subject to
the  limitations  set forth in the Code with  respect to the foreign tax credit
generally.  Alternatively,  you could, if it were to your advantage,  treat the
foreign  income taxes  withheld as an itemized  deduction in computing  taxable
income  rather than as a tax credit.  You will not be entitled to a foreign tax
credit for taxes  paid to certain  countries;  however,  if the Fund  otherwise
qualifies  for the  Foreign  Election,  a  deduction  for  such  taxes  will be
available to  shareholders  of the Fund. It is  anticipated  that the Fund will
make the Foreign Election.

                                      17
<PAGE>

SHAREHOLDER - Dividends from taxable net investment income and distributions of
net  short-term  capital gains are taxable to you as ordinary  income,  whether
received  in cash or  reinvested  in  additional  shares.  A  portion  of these
dividends may qualify for the 70%  dividends  received  deduction  available to
corporations.

Regardless  of the length of time you have held Fund shares,  distributions  of
net  long-term  capital  gains are taxable as long-term  capital  gains whether
received in cash or reinvested in additional shares. These distributions may be
taxable at  different  rates  depending on the length of time the Fund held the
applicable investment.

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

o   fails to furnish the Fund with a correct tax identification number,
o   underreports dividend or interest income, or
o   fails to certify that he or she is not subject to withholding.

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

REPORTING - The Fund will report information to you annually concerning the tax
status of dividends and distributions for federal income tax purposes.

                                      18
<PAGE>

Year 2000

Like other organizations around the world, the Fund could be adversely affected
if the computer systems used by the Fund, its service  providers,  or companies
in which the Fund invests do not  properly  process and  calculate  information
that relates to dates beginning on January 1, 2000, and beyond.  This situation
may occur because for many years computer  programmers  used only two digits to
describe  years, such as 98 for 1998. A program  written in this manner may not
work when it encounters the year 00. To confront this situation, USAA companies
have spent much  effort and money; and we expect to have our systems  ready for
the Year 2000 by mid-1999. In addition, we are actively assessing the Year 2000
readiness of our service providers, partners, and companies in whose securities
we invest.  It is not possible for us to say that you will experience no effect
from this situation,  but we can say that we are making a large effort to avoid
any ill effects upon our shareholders.

We do believe you are entitled to know with certainty that we will stand behind
your share balance as of the close of business in 1999. When the market reopens
in 2000,  should any computer problem cause a change in the number of shares in
your account, we will return your account to its proper share balance.

                                      19
<PAGE>

FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand the Fund's
financial  performance  for the  past  five-year  period.  Certain  information
reflects  financial  results for a single Fund share.  The total returns in the
table  represent  the rate that an  investor  would have earned (or lost) on an
investment   in  the  Fund   (assuming   reinvestment   of  all  dividends  and
distributions).  This  information  has been  audited by KPMG Peat Marwick LLP,
whose report, along with the Fund's financial  statements,  are included in the
Annual Report, which is available upon request.

                                                                  EIGHT-MONTH
                                                                  PERIOD ENDED
                                   YEAR ENDED MAY 31,                MAY 31,
                      --------------------------------------------------------
                        1998       1997        1996        1995       1994
                      --------------------------------------------------------
Net asset value at
  beginning of period $  16.84   $  15.50    $  12.96    $  12.71   $  11.80
Net investment income      .11        .11         .12         .07        .04(b)
Net realized and
  unrealized gain         2.51       2.28        2.73        .46         .93
Distributions from net
  investment income       (.08)      (.14)       (.08)        -         (.01)
Distributions of realized
  capital gains          (1.02)      (.91)       (.23)       (.28)      (.05)
                      --------------------------------------------------------
Net asset value at
  end of period       $  18.36   $  16.84    $  15.50    $  12.96   $  12.71
                      ========================================================
Total return (%)*        16.29      16.52       22.43        4.26       8.25

Net assets at end of
  period (000)        $356,880   $306,799    $267,192    $200,745   $143,367

Ratio of expenses to
  average net assets (%)  1.13       1.20        1.27        1.28       1.28(a)

Ratio of net investment
  income to average net
  assets (%)               .64        .63         .96         .69        .42(a)

Portfolio turnover (%)    5.04      50.02       60.97       58.88      37.64
- -----------------
  * Assumes  reinvestment of all dividend income and capital gain distributions
    during the period.
(a) Annualized.  The  ratio  is not  necessarily  indicative  of 12  months  of
    operations.
(b) Calculated using weighted average shares.

                                      20
<PAGE>

                                   APPENDIX A

THE FOLLOWING ARE  DESCRIPTIONS  OF CERTAIN TYPES OF SECURITIES IN WHICH WE MAY
INVEST THE FUND'S ASSETS:

FORWARD CURRENCY CONTRACTS

The Fund may hold securities  denominated in foreign  currencies.  As a result,
the value of the  securities  will be affected by changes in the exchange  rate
between the dollar and foreign currencies.  In managing currency exposure,  the
Fund may enter into forward currency  contracts.  A forward  currency  contract
involves an agreement  to purchase or sell a specified  currency at a specified
future date or over a  specified  time period at a price set at the time of the
contract.  The Fund may only enter into forward  currency  contracts.  When the
Fund enters into a contract for the purchase or sale of a security  denominated
in a foreign  currency,  it desires to "lock in" the U.S.  dollar  price of the
security.

REPURCHASE AGREEMENTS

We  may  invest  the  Fund's   assets  in  repurchase   agreements   which  are
collateralized  by  obligations  issued or guaranteed as to both  principal and
interest  by the  U.S.  Government,  its  agencies,  and  instrumentalities.  A
repurchase  agreement is a transaction  in which a security is purchased with a
simultaneous  commitment  to sell it back to the seller (a  commercial  bank or
recognized  securities  dealer) at an agreed upon price on an agreed upon date.
This date is usually  not more than seven days from the date of  purchase.  The
resale price  reflects  the  purchase  price plus an agreed upon market rate of
interest,  which is unrelated  to the coupon rate or maturity of the  purchased
security.

WHEN-ISSUED SECURITIES

We may invest the Fund's assets in new issues of debt  securities  offered on a
when-issued basis.

o   Delivery  and  payment  take  place  after  the date of the  commitment  to
    purchase,  normally  within 45 days. Both price and interest rate are fixed
    at the time of commitment.
o   The Funds do not earn interest on the securities until settlement,  and the
    market  value  of  the  securities  may  fluctuate   between  purchase  and
    settlement.
o   Such securities can be sold before settlement date.

ILLIQUID SECURITIES

We may  invest  up to 15% of the  Fund's  net  assets in  securities  which are
illiquid.  Illiquid  securities are those securities that cannot be disposed of
in the ordinary course of business,  seven days or less, at  approximately  the
value at which the Fund has valued the securities.

                                      21
<PAGE>

CONVERTIBLE SECURITIES

We may invest the Fund's  assets in  convertible  securities,  which are bonds,
preferred stocks, and other securities that pay interest or dividends and offer
the buyer the ability to convert the security into common  stock.  The value of
convertible  securities  depends  partially  on interest  rate  changes and the
credit  quality  of the  issuer.  Because a  convertible  security  affords  an
investor the opportunity, through its conversion feature, to participate in the
capital  appreciation of the underlying  common stock, the value of convertible
securities also depends on the price of the underlying common stock.

                                      22
<PAGE>

                                   APPENDIX B

USAA Family of No-Load Mutual Funds

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

     FUND
  TYPE/NAME                     VOLATILITY
=================================================
CAPITAL APPRECIATION
Aggressive Growth               Very high
Emerging Markets (1)            Very high
First Start Growth              Moderate to high
Gold (1)                        Very high
Growth                          Moderate to high
Growth & Income                 Moderate
International (1)               Moderate to high
S&P 500 Index (2)               Moderate
Science & Technology            Very high
World Growth (1)                Moderate to high
=================================================
ASSET ALLOCATION
Balanced Strategy (1)           Moderate
Cornerstone Strategy (1)        Moderate
Growth and Tax Strategy         Moderate
Growth Strategy (1)             Moderate to high
Income Strategy                 Low to moderate
=================================================
INCOME -- TAXABLE
GNMA                            Low to moderate
Income                          Moderate
Income Stock                    Moderate
Short-Term Bond                 Low
=================================================
INCOME -- TAX EXEMPT
Long-Term (3)                   Moderate
Intermediate-Term (3)           Low to moderate
Short-Term (3)                  Low
State Bond/Income (3, 4)        Moderate
=================================================
MONEY MARKET 
Money Market (5)                Very low
Tax Exempt Money Market (3, 5)  Very low
Treasury Money Market Trust (5) Very low
State Money Market (3, 4, 5)    Very low
=================================================

1  FOREIGN INVESTING IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY 
   FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY.
2  S&P(R) IS A TRADEMARK OF THE MCGRAW-HILL COMPANIES, INC., AND HAS BEEN
   LICENSED FOR USE. THE PRODUCT IS NOT SPONSORED, SOLD OR PROMOTED BY STANDARD
   & POOR'S, AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE 
   ADVISABILITY OF INVESTING IN THE PRODUCT.
3  SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.
4  CALIFORNIA, FLORIDA, NEW YORK, TEXAS, AND VIRGINIA FUNDS ARE OFFERED ONLY 
   TO RESIDENTS OF THOSE STATES.
5  AN INVESTMENT IN A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY 
   THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL BE 
   ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.

                                      23
<PAGE>

  If  you  would  like  more   information   about  the  Fund,   you  may  call
  1-800-531-8181  to request a free copy of the Fund's  Statement of Additional
  Information  (SAI),  Annual or Semiannual  Report,  or to ask other questions
  about the Fund.  The SAI has been  filed  with the  Securities  and  Exchange
  Commission  (SEC) and is  legally  a part of the  Prospectus.  In the  Fund's
  Annual  Report,  you will find a  discussion  of the  market  conditions  and
  investment  strategies  that  significantly  affected the Fund's  performance
  during the last fiscal year.

  To view these documents,  along with other related  documents,  you can visit
  the SEC's Internet web site  (http://www.sec.gov)  or the Commission's Public
  Reference Room in Washington, D.C. Information on the operation of the public
  reference  room can be  obtained  by  calling  1-800-SEC-0330.  Additionally,
  copies of this information can be obtained, for a duplicating fee, by writing
  the Public Reference Section of the Commission, Washington, D.C. 20549-6009.

                INVESTMENT ADVISER, UNDERWRITER AND DISTRIBUTOR
                       USAA Investment Management Company
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                 TRANSFER AGENT
                       USAA Shareholder Account Services
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                   CUSTODIAN
                      State Street Bank and Trust Company
                                 P.O. Box 1713
                          Boston, Massachusetts 02105
                         ------------------------------
                           TELEPHONE ASSISTANCE HOURS
                         Call toll free - Central Time
                     Monday - Friday 8:00 a.m. to 8:00 p.m.
                        Saturdays 8:30 a.m. to 5:00 p.m.
                         ------------------------------
                   FOR ADDITIONAL INFORMATION ON MUTUAL FUNDS
                   1-800-531-8181, (in San Antonio) 456-7211
                For account servicing, exchanges or redemptions
                   1-800-531-8448, (in San Antonio) 456-7202
                         ------------------------------
                       RECORDED MUTUAL FUND PRICE QUOTES
                        24-Hour Service (from any phone)
                   1-800-531-8066, (in San Antonio) 498-8066
                         ------------------------------
                           MUTUAL FUND TOUCHLINE (R)
                          (from Touchtone phones only)
              For account balance, last transaction or fund prices
                   1-800-531-8777, (in San Antonio) 498-8777

                   Investment Company Act File No. 811-4019

<PAGE>
                                USAA GNMA TRUST

                                   PROSPECTUS
                                OCTOBER 1, 1998

As with other mutual funds,  the  Securities  and Exchange  Commission  has not
approved  or  disapproved  of this Fund's  shares or  determined  whether  this
prospectus  is  accurate  or  complete.  Anyone  who  tells  you  otherwise  is
committing a crime.

                               TABLE OF CONTENTS

What is the Fund's Investment Objective and Main Strategy?...... 2
Main Risks of Investing in This Fund............................ 2
Is This Fund for You?........................................... 3
Could the Value of Your Investment in This Fund Fluctuate?...... 3
Fees and Expenses............................................... 5
Fund Investments................................................ 6
Fund Management................................................. 9
Using Mutual Funds in an Investment Program.....................10
How to Invest...................................................11
Important Information About Purchases and Redemptions...........14
Exchanges.......................................................14
Shareholder Information.........................................15
Financial Highlights............................................18
Appendix A .....................................................19
Appendix B .....................................................21

<PAGE>

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

WHAT IS THE FUND'S INVESTMENT OBJECTIVE AND MAIN STRATEGY?

The Fund has an objective of providing investors a high level of current income
consistent  with  preservation  of  principal.  We will  attempt to achieve the
Fund's  objective by investing the Fund's  assets in  securities  backed by the
full faith and credit of the U.S.  Government.  Most of the Fund's  investments
will consist of Government  National Mortgage  Association  (GNMA) pass-through
certificates, which represent ownership in a pool of mortgage loans or a single
mortgage loan.

In view of the risks inherent in all  investments  in  securities,  there is no
assurance that the Fund's  objective will be achieved.  See FUND INVESTMENTS on
page 6 for more information.

MAIN RISKS OF INVESTING IN THIS FUND

The  primary  risks of  investing  in this  Fund  are  interest  rate  risk and
prepayment risk.

o   INTEREST  RATE RISK involves the  possibility  that the value of the Fund's
    investments will decline because of an increase in interest rates.

    IF INTEREST  RATES  INCREASE:  the yield of the Fund may  increase  and the
    market  value of the  Fund's  securities  will  likely  decline,  adversely
    affecting the net asset value and total return.

    IF INTEREST  RATES  DECREASE:  the yield of the Fund may  decrease  and the
    market  value of the Fund's  securities  may  increase,  which would likely
    increase the Fund's net asset value and total return.

o   PREPAYMENT RISK involves the possibility  that  prepayments of mortgages in
    the Fund's  portfolio will require  reinvestment  at lower interest  rates,
    resulting in less interest income to the Fund.

As with other mutual funds,  losing money is an additional risk associated with
investing in this Fund.

As you consider an investment  in this Fund,  you should also take into account
your tolerance for the daily  fluctuations of the financial markets and whether
you can afford to leave your money in the  investment  for long periods of time
to ride out down periods.

                                       2
<PAGE>

An  investment  in this Fund is not a deposit of USAA Federal  Savings Bank, or
any other  bank,  and is not  insured  or  guaranteed  by the  Federal  Deposit
Insurance Corporation or any other government agency.

[CAUTION LIGHT]
Look for this symbol throughout the Prospectus. We use it to mark more detailed
information about the main risks you will face as a Fund shareholder.

IS THIS FUND FOR YOU?

This Fund might be appropriate as part of your investment portfolio if . . .

|X| You are looking for current income.
|X| You are willing to accept low to moderate risk.
|X| You are seeking an appropriate investment for an IRA, through a 401(k) plan
    or 403(b) plan, or other tax-sheltered account.

This Fund MAY NOT be appropriate as part of your investment portfolio if . . .

|X| You are unable or reluctant to invest for a period of three years or more.
|X| You need an investment that provides tax-free income.
|X| Your primary goal is to maximize long-term growth.

COULD THE VALUE OF YOUR INVESTMENT IN THIS FUND FLUCTUATE?

Yes, it could.  In fact,  the value of your  investment  in the GNMA Trust will
likely  increase or decrease.  While the value of the  securities  in which the
GNMA Trust invests have  historically  involved  little credit risk, the market
value of these  securities is not guaranteed and will fluctuate  inversely with
changes in the general level of interest rates.  The value of these  securities
will  increase when  interest  rates  decline and decrease when interest  rates
rise. The bar chart shown on the next page  illustrates  the Fund's  volatility
and performance from year to year over the life of the Fund.

                                       3
<PAGE>

TOTAL RETURN

All mutual funds must use the same formula to calculate total return.

                                  TOTAL RETURN
                                  MEASURES THE
                                  PRICE CHANGE
                                   IN A SHARE
                                  ASSUMING THE
                                  REINVESTMENT
                                OF ALL DIVIDEND
                                   INCOME AND
                                  CAPITAL GAIN
                                 DISTRIBUTIONS.

[BAR CHART]
    CALENDAR        TOTAL RETURN
      YEAR           PERCENTAGE
     1992*              6.09
     1993               7.11
     1994               -.02
     1995              16.76
     1996               2.94
     1997               9.51

     *FUND BEGAN OPERATIONS ON FEBRUARY 1, 1991.

     THE FUND'S TOTAL RETURN FOR THE SIX-MONTH PERIOD ENDED JUNE 30,  1998, WAS
     4.53%.

During the  periods  shown in the bar chart,  the  highest  total  return for a
quarter was 5.19%  (quarter  ending June 30,  1995) and the lowest total return
for a quarter was -2.42% (quarter ending March 31, 1996).

The table below shows how the Fund's  average  annual  returns for the one- and
five-year  periods  as well as the  life of the  Fund  compared  to  those of a
broad-based securities market index. Remember,  historical performance does not
necessarily indicate what will happen in the future.

  ===========================================================================
  Average Annual Total Returns                                 Since Fund's
  (for the periods ending            Past        Past          Inception on
  December 31, 1997)                1 Year      5 Years      February 1, 1991
  ===========================================================================  
  GNMA Trust                         9.51%       7.10%              7.92%
  --------------------------------------------------------------------------- 
  Lehman Brothers
    GNMA 30-Year Index*              9.59%       7.27%              8.38%
  =========================================================================== 
*  LEHMAN BROTHERS GNMA 30-YEAR INDEX IS AN UNMANAGED INDEX OF FUNDS SIMILAR TO
   THE TRUST.

                                       4
<PAGE>

YIELD

                                  YIELD IS THE
                                 ANNUALIZED NET
                                 INCOME OF THE
                                 FUND DURING A
                                SPECIFIED PERIOD
                                AS A PERCENTAGE
                                 OF THE FUND'S
                                  SHARE PRICE.

All mutual  funds must use the same formula to  calculate  yield.  The Fund may
advertise  performance in terms of a 30-day yield quotation.  The Fund's 30-day
yield for the period ended December 31, 1997, was 6.52%.

                              [TELEPHONE GRAPHIC]
                                 TOUCHLINE (R)
                                 1-800-531-8777
                                     PRESS
                                       1
                                      THEN
                                       1
                                      THEN
                                     5 8 #

Please  consider  performance  information  in light of the  Fund's  investment
objective and policies and market  conditions during the reported time periods.
Again,  you must  remember that  historical  performance  does not  necessarily
indicate what will happen in the future.  The value of your shares may go up or
down. For the most current price,  yield, and return information for this Fund,
you may call TouchLINE(R) at 1-800-531-8777.  Press 1 for the Mutual Fund Menu,
press 1 again for prices,  yields, and returns.  Then, press 58# when asked for
the Fund Code.

                                   NEWSPAPER
                                    SYMBOL
                                     GNMA

                                    TICKER
                                    SYMBOL
                                     USGNX

You can also find the most current price of your shares in the business section
of your newspaper in the mutual fund section under the heading "USAA Group" and
the symbol  "GNMA." If you prefer to obtain  this  information  from an on-line
computer service, you can do so by using the ticker symbol "USGNX."

FEES AND EXPENSES

This summary  shows what it will cost you directly or  indirectly  to invest in
the Fund.

Shareholder Transaction Expenses -- Fees You Pay Directly

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

Annual Fund Operating Expenses -- Fees You Pay Indirectly

Fund  expenses  come out of the Fund's  assets and are  reflected in the Fund's
share price and dividends.  "Other Expenses" include expenses such as custodian
and transfer agent fees. The figures below show actual expenses during the past
fiscal year ended May 31, 1998,  and are  calculated as a percentage of average
net assets.

                                  12B-1 FEES -
                                  SOME MUTUAL
                                  FUNDS CHARGE
                                   THESE FEES
                                   TO PAY FOR
                                  ADVERTISING
                                   AND OTHER
                                COSTS OF SELLING
                                  FUND SHARES.

             Management Fees                           .125%
             Distribution (12b-1) Fees                  None
             Other Expenses                            .177%
                                                       -----
             Total Annual Fund Operating Expenses      .302%
                                                       =====

                                       5
<PAGE>

Example of Effect of the Fund's Operating Expenses

This  example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual  funds.  Although  your actual costs
may be higher or lower,  you  would  pay the  following  expenses  on a $10,000
investment,  assuming (1) 5% annual return,  (2) the Fund's operating  expenses
remain  the  same,  and (3) you  redeem  all of your  shares  at the end of the
periods shown.

                    1 year.............. $ 31
                    3 years.............   97
                    5 years.............  170
                   10 years.............  383

FUND INVESTMENTS

Principal Investment Strategies and Risks

   Q    What is the Fund's principal investment strategy?

   A    The Fund's principal  investment strategy is to invest the Fund's total
        assets primarily in GNMA pass-through certificates.

   Q    What are GNMA certificates?

   A    GNMA certificates  represent ownership in a pool of mortgage loans or a
        single  mortgage  loan.  Each  mortgage  loan is either  insured by the
        Federal   Housing   Administration   or   guaranteed  by  the  Veterans
        Administration.  Once  approved  by  GNMA,  each  mortgage  or  pool of
        mortgages is  additionally  guaranteed by GNMA as to the timely payment
        of  principal  and  interest  (regardless  of  whether  the  mortgagors
        actually  make their  payments).  The  guarantee  represents  a general
        obligation  of the U.S.  Treasury.  Therefore,  GNMA  certificates  are
        guaranteed by the full faith and credit of the U.S. Government.

   Q    What is the credit quality of these securities?

   A    Securities  which are  backed by the full  faith and credit of the U.S.
        Government  (meaning  that the  payment of  principal  and  interest is
        guaranteed by the U.S.  Treasury)  are  considered to be of the highest
        credit quality available.

                                       6
<PAGE>

   Q    How do GNMA securities differ from conventional bonds?

   A    GNMA  securities  differ from  conventional  bonds in that principal is
        paid back to the  certificate  holders over the life of the loan rather
        than at maturity.  As a result, the Fund will receive monthly scheduled
        payments of principal and interest.  Additionally, the Fund may receive
        unscheduled  principal  payments,  which  represent  prepayments on the
        underlying mortgages.

        Because  the  Fund  will  reinvest  these   scheduled  and  unscheduled
        principal  payments  at a time when the  current  interest  rate may be
        higher or lower than the Fund's  current  yield,  an  investment in the
        Fund may not be an effective  means of "locking in" long-term  interest
        rates.

[CAUTION LIGHT]
INTEREST RATE RISK. As a mutual fund investing in bonds, the Fund is subject to
the risk that the  market  value of the bonds  will  decline  because of rising
interest rates. Bond prices are linked to the prevailing market interest rates.
In  general,  when  interest  rates  rise,  the  prices of bonds  fall and when
interest rates fall, bond prices generally rise. The price volatility of a bond
also depends on its maturity. Generally, the longer the maturity of a bond, the
greater its  sensitivity to interest  rates.  To compensate  investors for this
higher risk,  bonds with longer  maturities  generally offer higher yields than
bonds with shorter maturities.

   Q    What is the average maturity of a GNMA certificate?

   A    GNMA certificates  evidence interest in a pool of underlying  mortgages
        (or a single  mortgage),  which  generally have maximum lives of either
        15, 20, 30, or 40 years. However, due to both scheduled and unscheduled
        principal payments,  GNMA certificates have a shorter average life and,
        therefore,  have less  principal  volatility  than a bond of comparable
        maturity.

        Since the  prepayment  rates will vary  widely,  it is not  possible to
        accurately  predict the average life of a particular GNMA pool,  though
        it will be shorter than the stated final maturity. Because the expected
        average life is a better indicator of the maturity  characteristics  of
        GNMA  certificates,   principal   volatility  and  yield  may  be  more
        comparable to 10-year Treasury bonds.

[CAUTION LIGHT]
PREPAYMENT  RISK.  Mortgagors may generally pay off mortgages  without  penalty
before the due date.  When mortgaged  property is sold,  which can occur at any
time for a variety of reasons, the old mortgage is usually prepaid.  Also, when
mortgage interest rates fall far enough to make refinancing

                                       7
<PAGE>

attractive, prepayments tend to accelerate. Prepayments require reinvestment of
the principal at the then-current level of interest rates, which are often at a
lower level than when the mortgages were  originally  issued.  Reinvestment  at
lower rates  tends to reduce the  interest  payments  received by the Fund and,
therefore,  the size of the dividend  payments  available to  shareholders.  If
reinvestment occurs at a higher level of interest rates, the opposite effect is
true.

   Q    Will  the  Fund's  assets  be  invested  in any  other  types  of  U.S.
        Government securities?

   A    Yes.  We may  invest  up to 35% of the  Fund's  total  assets  in other
        obligations  that have been  backed by the full faith and credit of the
        U.S.  Government,  including U.S. Treasury bills,  notes and bonds, and
        securities  issued by U.S.  Government  agencies and  instrumentalities
        such as, but not limited to:

        o Federal Housing Administration,
        o Department of Housing and Urban Development,
        o Export-Import Bank,
        o Farmer's Home Administration,
        o General Services Administration,
        o Maritime Administration,
        o Small Business Administration, and
        o repurchase agreements collateralized by such obligations.

        We will not invest the Fund's assets in any U.S. Government  securities
        which do not carry the full  faith and  credit of the U.S.  Government,
        such as Fannie Mae (FNMA) or Freddie Mac (FHLMC) securities.

        As  a  temporary   defensive  measure  because  of  market,   economic,
        political, or other conditions,  we may invest up to 100% of the Fund's
        assets  in  investment-grade,  short-term  debt  instruments  which may
        result in the Fund not achieving its  investment  objective  during the
        time it is in this temporary defensive posture.

   Q    How are the decisions to buy and sell securities made?

   A    We manage  the Fund to generate high total return with strong  emphasis
        on current income. Since all the securities the Fund may own are backed
        by the full faith and credit of the United  States,  credit  quality is
        not a concern. Of particular importance for

                                       8
<PAGE>

        mortgage securities is prepayment risk.  We generally try  to diversify
        this risk by buying different kinds of mortgage securities which should
        have different prepayment  characteristics.  When weighing our decision
        to buy or sell a security,  we strive to balance the value of the level
        of income, the prepayment risk, and the price volatility,  both for the
        individual   security  and  its  relationship  with  the  rest  of  the
        portfolio.

For additional  information  about other  securities in which we may invest the
Fund's assets, see APPENDIX A on page 19.

FUND MANAGEMENT

The Trust has retained us, USAA Investment  Management Company, to serve as the
manager and  distributor  for the Trust. We are an affiliate of United Services
Automobile   Association  (USAA),  a  large,   diversified  financial  services
institution.  As of the  date  of this  Prospectus,  we had  approximately  $37
billion  in  total  assets  under  management.  Our  mailing  address  is  9800
Fredericksburg Road, San Antonio, TX 78288.

We provide management  services to the Fund pursuant to an Advisory  Agreement.
We are responsible for managing the Fund's  portfolio  (including  placement of
brokerage  orders) and its business  affairs,  subject to the  authority of and
supervision  by the Board of Trustees.  For our  services,  the Fund pays us an
annual fee. This fee was computed and paid at one-eighth of one percent (.125%)
of average net assets for the fiscal year ended May 31,  1998.  We also provide
services  related to selling the Fund's shares and receive no compensation  for
those services.

Although our officers and employees,  as well as those of the Trust, may engage
in personal securities transactions, they are restricted by the procedures in a
Joint Code of Ethics adopted by the Trust and us.

Portfolio Manager

[PHOTOGRAPH OF PORTFOLIO MANAGER]
KENNETH E. WILLMANN
Kenneth E. Willmann,  Vice President of Fixed Income  Investments,  has managed
the Fund since February 1995. He has 24 years investment  management experience
and has worked for us for 21 years. Mr. Willmann earned the Chartered Financial
Analyst  designation in 1978 and is a member of the  Association for Investment
Management and Research,  the San Antonio Financial Analysts Society, Inc., and
the National  Federation of Municipal  Analysts.  He holds an MBA and a BA from
the University of Texas.

                                       9
<PAGE>

USING MUTUAL FUNDS IN AN INVESTMENT PROGRAM

I. The Idea Behind Mutual Funds

Mutual funds provide small investors some of the advantages  enjoyed by wealthy
investors.  A  relatively  small  investment  can  buy  part  of a  diversified
portfolio. That portfolio is managed by investment professionals, relieving you
of the  need to make  individual  stock  or bond  selections.  You  also  enjoy
conveniences,  such as daily  pricing,  liquidity,  and in the case of the USAA
Family of Funds, no sales charge. The portfolio, because of its size, has lower
transaction  costs on its trades than most individuals would have. As a result,
you own an investment  that in earlier times would have been  available only to
very wealthy people.

II. Using Funds in an Investment Program

In  choosing a mutual  fund as an  investment  vehicle,  you are giving up some
investment decisions,  but must still make others. The decisions you don't have
to make are those involved with choosing individual securities. We will perform
that function.  In addition, we will arrange for the safekeeping of securities,
auditing the annual financial  statements,  and daily valuation of the Fund, as
well as other functions.

You,  however,  retain  at  least  part of the  responsibility  for an  equally
important  decision.  This decision involves  determining a portfolio of mutual
funds that balances your  investment  goals with your tolerance for risk. It is
likely that this decision may include the use of more than one fund of the USAA
Family of Funds.

For example, assume you wish to invest in a widely-diversified  portfolio.  You
could combine an investment in the GNMA Trust with  investments in other mutual
funds  that  invest in stocks of large and small  companies  and  high-dividend
stocks.  This is just one way you could  combine funds to fit your own risk and
reward goals.

III. USAA's Family of Funds

We offer you  another  alternative  with our  asset  strategy  funds  listed in
APPENDIX B under asset allocation on page 21. These unique mutual funds provide
a  professionally-managed,  diversified  investment  portfolio  within a mutual
fund.  Designed for the individual who prefers to delegate the asset allocation
process to an investment  manager,  their  structure  achieves  diversification
across a number of investment categories.

Whether you prefer to create  your own mix of mutual  funds or use a USAA Asset
Strategy Fund, the USAA Family of Funds provides a broad range of

                                      10
<PAGE>

choices  covering just about any investor's  investment  objectives.  Our sales
representatives  stand  ready to assist you with your  choices  and to help you
craft a  portfolio  to meet your  needs.  Refer to  APPENDIX B on page 21 for a
complete list of the USAA Family of No-Load Mutual Funds.

HOW TO INVEST

Purchase of Shares

OPENING AN ACCOUNT

You may open an account and make an investment  as described  below by mail, in
person,  bank wire,  electronic  funds  transfer  (EFT),  or phone. A complete,
signed  application is required for each new account.  However,  after you open
your initial account with us, you will not need to fill out another application
unless the registration is different.

TAX ID NUMBER

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

EFFECTIVE DATE

When you make a purchase, your purchase price will be the net asset value (NAV)
per share next  determined  after we receive your  request in proper form.  The
Fund's NAV is determined at the close of the regular trading session (generally
4:00 p.m. Eastern Time) of the New York Stock Exchange (NYSE) each day the NYSE
is open.  If we receive  your  request  and  payment  prior to that time,  your
purchase price will be the NAV per share determined for that day. If we receive
your  request or payment  after the NAV per share is  calculated,  the purchase
will be effective on the next business day. If you plan to purchase Fund shares
with a foreign check, we suggest you convert your foreign check to U.S. dollars
prior to  investment  in the Fund.  This will  avoid a  potential  delay in the
effective date of your purchase of up to four to six weeks. Furthermore, a bank
charge may be assessed in the clearing process, which will be deducted from the
amount of the purchase.

MINIMUM INVESTMENTS

INITIAL PURCHASE

[MONEY GRAPHIC]
o   $3,000.  [$500 Uniform  Gifts/Transfers to Minors Act (UGMA/UTMA)  accounts
    and $250 for IRAs] or no initial  investment  if you elect to have  monthly
    electronic  investments  of at least $50 each.  We may  periodically  offer
    programs   that   reduce  the  minimum   amounts  for  monthly   electronic
    investments.  Employees of USAA and its  affiliated  companies  may open an
    account through payroll  deduction for as little as $25 per pay period with
    no initial investment.

                                      11
<PAGE>

ADDITIONAL PURCHASES

o   $50

HOW TO PURCHASE

MAIL

[ENVELOPE GRAPHIC]
o   To open an account, send your application and check to:
       USAA Investment Management Company
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   To add to your account,  send your check and the "Invest by Mail" stub that
    accompanies your Fund's transaction confirmation to the Transfer Agent:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288

IN PERSON

[HANDSHAKE GRAPHIC]
o   To open an account, bring your application and check to:
       USAA Investment Management Company
       USAA Federal Savings Bank
       10750 Robert F. McDermott Freeway
       San Antonio, TX 78288

BANK WIRE

[WIRE GRAPHIC]
o   Instruct  your bank  (which may charge a fee for the  service)  to wire the
    specified amount to the Fund as follows:
       State Street Bank and Trust Company
       Boston, MA 02101
       ABA#011000028
       Attn: USAA GNMA Trust
       USAA Account Number: 69384998
       Shareholder(s) Name(s)______________________________________
       Shareholder(s) Mutual Fund Account Number___________________

ELECTRONIC FUNDS TRANSFER

[CALENDAR GRAPHIC]
o   Additional  purchases  on a  regular  basis  can  be  deducted  from a bank
    account, paycheck,  income-producing  investment, or USAA money market fund
    account.  Sign up for  these  services  when  opening  an  account  or call
    1-800-531-8448 to add these services.

PHONE 1-800-531-8448

[TELEPHONE  GRAPHIC]
o   If you have an existing  USAA mutual fund  account and would like to open a
    new account or exchange to another  USAA Fund,  call for  instructions.  To
    open an account by phone,  the new account must have the same  registration
    as your existing account.

                                      12
<PAGE>

Redemption of Shares

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

We will send you your  money  within  seven days  after the  effective  date of
redemption.  Payment for redemption of shares purchased by EFT or check is sent
after the EFT or check has  cleared,  which  could  take up to 15 days from the
purchase date. If you are considering redeeming shares soon after purchase, you
should purchase by bank wire or certified check to avoid delay. Redemptions are
subject  to taxes  based on the  difference  between  the cost of  shares  when
purchased and the price received upon redemption.

In  addition,  the Trust  may  elect to  suspend  the  redemption  of shares or
postpone the date of payment in limited circumstances.

HOW TO REDEEM

WRITTEN, FAX, TELEGRAPH, OR TELEPHONE

[FAX MACHINE GRAPHIC]
o   Send your written instructions to:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   Send a signed fax to 1-800-292-8177, or send a telegram to USAA Shareholder
    Account Services.
o   Call toll free 1-800-531-8448, in San Antonio, 456-7202.

Telephone redemption privileges are automatically established when you complete
your application.  The Fund will employ  reasonable  procedures to confirm that
instructions  communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account,  the following  information is obtained:
(1) USAA number or account number, (2) the name(s) on the account registration,
and (3) social  security  number or tax  identification  number for the account
registration.  Additionally, all telephone communications with you are recorded
and confirmations of account transactions are sent to the address of record. If
you were issued stock  certificates  for your shares,  redemption by telephone,
fax, or telegram is not available.

                                      13
<PAGE>

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

Investor's Guide to USAA Mutual Fund Services

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

Account Balance

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

Trust Rights

The Trust reserves the right to:

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

o   limit or  discontinue  the offering of shares of any portfolio of the Trust
    without notice to the shareholders;

o   require a  signature  guarantee  for  transactions  or  changes  in account
    information in those  instances  where the  appropriateness  of a signature
    authorization  is in  question.  The  Statement of  Additional  Information
    contains information on acceptable guarantors;

o   redeem an account with less than $900, with certain limitations.

EXCHANGES

Exchange Privilege

The exchange privilege is automatic when you complete your application. You may
exchange  shares  among Funds in the USAA Family of Funds,  provided you do not
hold these shares in stock certificate form and the shares to be acquired

                                      14
<PAGE>

are offered in your state of residence.  After the exchange  order is received,
the Fund's transfer agent will simultaneously  process exchange redemptions and
purchases  at  the  share  prices  next  determined.  The  investment  minimums
applicable to share  purchases also apply to exchanges.  For federal income tax
purposes,  an exchange  between Funds is a taxable event;  and as such, you may
realize a capital gain or loss.  Such capital  gains or losses are based on the
difference  between the cost of shares when  purchased  and the price  received
upon exchange.

The Fund has undertaken certain procedures regarding telephone  transactions as
described on page 13.

Exchange Limitations, Excessive Trading

To  minimize  Fund costs and to protect the Funds and their  shareholders  from
unfair expense burdens,  the Funds restrict excessive  exchanges.  The limit on
exchanges  out of any Fund in the USAA Family of Funds for each  account is six
per calendar  year (except  there is no  limitation on exchanges out of the Tax
Exempt Short-Term Fund,  Short-Term Bond Fund, or any of the money market funds
in the USAA Family of Funds).

SHAREHOLDER INFORMATION

Share Price Calculation

                                 NAV PER SHARE
                                     EQUALS
                                  TOTAL ASSETS
                                     MINUS
                                  LIABILITIES
                                   DIVIDED BY
                                  # OF SHARES
                                  OUTSTANDING

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

Debt  securities  purchased  with  maturities  of 60 days or less are stated at
amortized  cost,  which  approximates  market value.  Other debt securities are
valued each  business  day at their  current  market value as  determined  by a
pricing service  approved by the Board of Trustees.  Securities which cannot be
valued by these methods, and all other assets, are valued in good faith at fair
value using methods we have  determined  under the general  supervision  of the
Board of Trustees.

For  additional  information  on how  securities  are valued,  see VALUATION OF
SECURITIES in the Fund's Statement of Additional Information.

Dividends and Distributions

Net  investment  income  of the  Fund is  accrued  daily  and  paid on the last
business day of the month.  Dividends shall begin accruing on shares  purchased
the day  following  the  effective  date and  shall  continue  to accrue to the
effective date of redemption. Any net capital gain distribution usually

                                      15
<PAGE>

occurs  within 45 days of the May 31 fiscal year end,  which would be somewhere
around  the  middle  of  July.  The  Fund  will  make  additional  payments  to
shareholders,  if necessary,  to avoid the  imposition of any federal income or
excise tax.

We  will   automatically   reinvest  all  income  dividends  and  capital  gain
distributions  unless we receive  different  instructions  from you.  The share
price will be the NAV of the Fund shares computed on the ex-dividend  date. Any
capital gain distribution paid by the Fund will reduce the NAV per share by the
amount of the  distribution.  These dividends and  distributions are subject to
taxes.

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

Federal Taxes

This tax  information  is quite  general and refers to the  federal  income tax
provisions in effect as of the date of this Prospectus.  Note that the Taxpayer
Relief  Act  of  1997  and  the  technical   provisions   adopted  by  the  IRS
Restructuring  and Reform Act of 1998 may  affect the status and  treatment  of
certain  distributions  shareholders  receive  from  the  Fund.  We urge you to
consult  your tax adviser  about the status of  distributions  from the Fund in
your own state and locality.

SHAREHOLDER - Dividends from taxable net investment income and distributions of
net  short-term  capital gains are taxable to you as ordinary  income,  whether
received in cash or reinvested in additional shares.

Regardless  of the length of time you have held Fund shares,  distributions  of
net  long-term  capital  gains are taxable as long-term  capital  gains whether
received in cash or reinvested in additional shares. These distributions may be
taxable at  different  rates  depending on the length of time the Fund held the
applicable investment.

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

o   fails to furnish the Fund with a correct tax identification number,
o   underreports dividend or interest income, or
o   fails to certify that he or she is not subject to withholding.

To avoid this withholding requirement, you must certify on your application, or
on a separate Form W-9 supplied by the Fund's transfer agent, that your

                                      16
<PAGE>

tax  identification  number is  correct  and you are not  currently  subject to
backup withholding.

REPORTING - The Fund will report information to you annually concerning the tax
status of dividends and distributions for federal income tax purposes.

Year 2000

Like other organizations around the world, the Fund could be adversely affected
if the computer systems used by the Fund, its service  providers,  or companies
in which the Fund invests do not  properly  process and  calculate  information
that relates to dates beginning on January 1, 2000, and beyond.  This situation
may occur because for many years computer  programmers  used only two digits to
describe  years, such as 98 for 1998. A program  written in this manner may not
work when it encounters the year 00. To confront this situation, USAA companies
have spent much  effort and money; and we expect to have our systems  ready for
the Year 2000 by mid-1999. In addition, we are actively assessing the Year 2000
readiness of our service providers, partners, and companies in whose securities
we invest.  It is not possible for us to say that you will experience no effect
from this situation,  but we can say that we are making a large effort to avoid
any ill effects upon our shareholders.

We do believe you are entitled to know with certainty that we will stand behind
your share balance as of the close of business in 1999. When the market reopens
in 2000,  should any computer problem cause a change in the number of shares in
your account, we will return your account to its proper share balance.

                                      17
<PAGE>

FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand the Fund's
financial  performance  for the  past  five-year  period.  Certain  information
reflects  financial  results for a single Fund share.  The total returns in the
table  represent  the rate that an  investor  would have earned (or lost) on an
investment   in  the  Fund   (assuming   reinvestment   of  all  dividends  and
distributions).  This  information  has been  audited by KPMG Peat Marwick LLP,
whose report, along with the Fund's financial  statements,  are included in the
Annual Report, which is available upon request.

                                                                  EIGHT-MONTH
                                                                  PERIOD ENDED
                                     YEAR ENDED MAY 31,              MAY 31,
                          -----------------------------------------------------
                            1998       1997      1996       1995      1994
                          -----------------------------------------------------
Net asset value at
  beginning of period     $   9.95   $   9.76  $  10.09  $    9.82  $  10.37
Net investment income          .66        .69       .70        .72       .49
Net realized and
  unrealized gain (loss)       .37        .19      (.33)       .27      (.55)
Distributions from net
  investment income           (.66)      (.69)     (.70)      (.72)     (.49)
                          -----------------------------------------------------
Net asset value at
  end of period           $  10.32   $   9.95  $   9.76  $   10.09  $   9.82
                          =====================================================
Total return (%)*            10.65       9.23      3.65      10.54      (.66)

Net assets at end of
  period (000)            $377,528   $308,798  $301,589  $ 265,571  $261,251

Ratio of expenses to
  average net assets (%)       .30        .30       .32        .32       .31(a)

Ratio of net investment
  income to average net
  assets (%)                  6.48       6.93      6.90       7.34      7.20(a)

Portfolio turnover (%)       60.85      77.82    127.77      93.78     90.05
- -----------------
  *  Assumes  reinvestment  of all  dividend income  distributions  during  the
     period.
(a)  Annualized.  The  ratio  is not  necessarily indicative  of 12  months  of
     operations.

                                      18
<PAGE>

                                   APPENDIX A

THE FOLLOWING ARE  DESCRIPTIONS  OF CERTAIN TYPES OF SECURITIES IN WHICH WE MAY
INVEST THE FUND'S ASSETS:

REPURCHASE AGREEMENTS

We may invest the Fund's assets in repurchase  agreements which are exclusively
collateralized  by  obligations  issued or guaranteed as to both  principal and
interest  by  the  U.S.  Government,  its  agencies,  or  instrumentalities.  A
repurchase  agreement is a transaction  in which a security is purchased with a
simultaneous  commitment  to sell it back to the seller (a  commercial  bank or
recognized  securities  dealer) at an agreed upon price on an agreed upon date.
This date is usually  not more than seven days from the date of  purchase.  The
resale price  reflects  the  purchase  price plus an agreed upon market rate of
interest,  which is unrelated  to the coupon rate or maturity of the  purchased
security.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)

CMOs are  obligations  fully  collateralized  by a portfolio  of  mortgages  or
mortgage-related  securities.  CMOs are  divided  into pieces  (tranches)  with
varying maturities.  The cash flow from the underlying mortgages is used to pay
off each tranche  separately.  CMOs are designed to provide investors with more
predictable maturities than regular mortgage securities but such maturities can
be  difficult  to  predict  because of the  effect of  prepayments.  Failure to
accurately predict  prepayments can adversely affect the Fund's return on these
investments. CMOs may also be less marketable than other securities.

WHEN-ISSUED SECURITIES

We may invest the Fund's assets in new issues of debt  securities  offered on a
when-issued basis.

o   Delivery  and  payment  take  place  after  the date of the  commitment  to
    purchase,  normally  within 45 days. Both price and interest rate are fixed
    at the time of commitment.
o   The Funds do not earn interest on the securities until settlement,  and the
    market  value  of  the  securities  may  fluctuate   between  purchase  and
    settlement.
o   Such securities can be sold before settlement date.

VARIABLE RATE SECURITIES

We may invest the Fund's assets in securities that bear interest at rates which
are adjusted periodically to market rates.

o   These  interest  rate  adjustments  can both  raise and  lower  the  income
    generated by such  securities.  These  changes will have the same effect on
    the  income  earned  by the  Fund  depending  on  the  proportion  of  such
    securities held.

o   The value of variable rate  securities  is less affected than  fixed-coupon
    securities by changes in prevailing  interest rates because of the periodic
    adjustment  of their  coupons  to a market  rate.  The  shorter  the period
    between  adjustments,  the smaller the impact of interest rate fluctuations
    on the value of these securities.

o   The market value of a variable rate security usually tends toward par (100%
    of face value) at interest rate adjustment time.

                                      19
<PAGE>

ILLIQUID SECURITIES

We may  invest  up to 15% of the  Fund's  net  assets in  securities  which are
illiquid.  Illiquid  securities are those securities that cannot be disposed of
in the ordinary course of business,  seven days or less, at  approximately  the
value at which the Fund has valued the securities.

                                      20
<PAGE>

                                   APPENDIX B

USAA Family of No-Load Mutual Funds

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

     FUND
  TYPE/NAME                     VOLATILITY
=================================================
CAPITAL APPRECIATION
Aggressive Growth               Very high
Emerging Markets (1)            Very high
First Start Growth              Moderate to high
Gold (1)                        Very high
Growth                          Moderate to high
Growth & Income                 Moderate
International (1)               Moderate to high
S&P 500 Index (2)               Moderate
Science & Technology            Very high
World Growth (1)                Moderate to high
=================================================
ASSET ALLOCATION
Balanced Strategy (1)           Moderate
Cornerstone Strategy (1)        Moderate
Growth and Tax Strategy         Moderate
Growth Strategy (1)             Moderate to high
Income Strategy                 Low to moderate
=================================================
INCOME -- TAXABLE
GNMA                            Low to moderate
Income                          Moderate
Income Stock                    Moderate
Short-Term Bond                 Low
=================================================
INCOME -- TAX EXEMPT
Long-Term (3)                   Moderate
Intermediate-Term (3)           Low to moderate
Short-Term (3)                  Low
State Bond/Income (3, 4)        Moderate
=================================================
MONEY MARKET 
Money Market (5)                Very low
Tax Exempt Money Market (3, 5)  Very low
Treasury Money Market Trust (5) Very low
State Money Market (3, 4, 5)    Very low
=================================================

1  FOREIGN INVESTING IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY 
   FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY.
2  S&P(R) IS A TRADEMARK OF THE MCGRAW-HILL COMPANIES, INC., AND HAS BEEN
   LICENSED FOR USE. THE PRODUCT IS NOT SPONSORED, SOLD OR PROMOTED BY STANDARD
   & POOR'S, AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE 
   ADVISABILITY OF INVESTING IN THE PRODUCT.
3  SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.
4  CALIFORNIA, FLORIDA, NEW YORK, TEXAS, AND VIRGINIA FUNDS ARE OFFERED ONLY 
   TO RESIDENTS OF THOSE STATES.
5  AN INVESTMENT IN A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY 
   THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL BE 
   ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.

                                      21
<PAGE>
                                     NOTES
<PAGE>
                                     NOTES
<PAGE>

  If  you  would  like  more   information   about  the  Fund,   you  may  call
  1-800-531-8181  to request a free copy of the Fund's  Statement of Additional
  Information  (SAI),  Annual or Semiannual  Report,  or to ask other questions
  about the Fund.  The SAI has been  filed  with the  Securities  and  Exchange
  Commission  (SEC) and is  legally  a part of the  Prospectus.  In the  Fund's
  Annual  Report,  you will find a  discussion  of the  market  conditions  and
  investment  strategies  that  significantly  affected the Fund's  performance
  during the last fiscal year.

  To view these documents,  along with other related  documents,  you can visit
  the SEC's Internet web site  (http://www.sec.gov)  or the Commission's Public
  Reference Room in Washington, D.C. Information on the operation of the public
  reference  room can be  obtained  by  calling  1-800-SEC-0330.  Additionally,
  copies of this information can be obtained, for a duplicating fee, by writing
  the Public Reference Section of the Commission, Washington, D.C. 20549-6009.

                INVESTMENT ADVISER, UNDERWRITER AND DISTRIBUTOR
                       USAA Investment Management Company
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                 TRANSFER AGENT
                       USAA Shareholder Account Services
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                   CUSTODIAN
                      State Street Bank and Trust Company
                                 P.O. Box 1713
                          Boston, Massachusetts 02105
                         ------------------------------
                           TELEPHONE ASSISTANCE HOURS
                         Call toll free - Central Time
                     Monday - Friday 8:00 a.m. to 8:00 p.m.
                        Saturdays 8:30 a.m. to 5:00 p.m.
                         ------------------------------
                   FOR ADDITIONAL INFORMATION ON MUTUAL FUNDS
                   1-800-531-8181, (in San Antonio) 456-7211
                For account servicing, exchanges or redemptions
                   1-800-531-8448, (in San Antonio) 456-7202
                         ------------------------------
                       RECORDED MUTUAL FUND PRICE QUOTES
                        24-Hour Service (from any phone)
                   1-800-531-8066, (in San Antonio) 498-8066
                         ------------------------------
                           MUTUAL FUND TOUCHLINE (R)
                          (from Touchtone phones only)
              For account balance, last transaction or fund prices
                   1-800-531-8777, (in San Antonio) 498-8777

                   Investment Company Act File No. 811-4019

<PAGE>
                              USAA TREASURY MONEY
                                  MARKET TRUST

                                   PROSPECTUS
                                OCTOBER 1, 1998

As with other mutual funds,  the  Securities  and Exchange  Commission  has not
approved  or  disapproved  of this Fund's  shares or  determined  whether  this
prospectus  is  accurate  or  complete.  Anyone  who  tells  you  otherwise  is
committing a crime.

                               TABLE OF CONTENTS

What is the Fund's Investment Objective and Main Strategy?....... 2
Main Risks of Investing in This Fund............................. 2
Is This Fund for You?............................................ 3
Could the Value of Your Investment in This Fund Fluctuate?....... 3
Fees and Expenses................................................ 5
Fund Investments................................................. 6
Fund Management.................................................. 8
Using Mutual Funds in an Investment Program...................... 9
How to Invest....................................................10
Important Information About Purchases and Redemptions............13
Exchanges........................................................14
Shareholder Information..........................................15
Financial Highlights.............................................18
Appendix A ......................................................19
Appendix B ......................................................20

<PAGE>

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

WHAT IS THE FUND'S INVESTMENT OBJECTIVE AND MAIN STRATEGY?

The Fund has an objective of providing  investors  maximum current income while
maintaining  the highest  degree of safety and  liquidity.  We will  attempt to
achieve the Fund's objective by investing the Fund's assets in U.S.  Government
securities with maturities of 397 days or less. Most of the Fund's  investments
will be in U.S.  Treasury  bills,  notes and bonds,  and repurchase  agreements
collateralized by these instruments.

In view of the risks inherent in all  investments  in  securities,  there is no
assurance that the Fund's  objective will be achieved.  See FUND INVESTMENTS on
page 6 for more information.

MAIN RISKS OF INVESTING IN THIS FUND

The primary risk of investing in this Fund is interest rate risk.

o   INTEREST  RATE RISK involves the  possibility  that the value of the Fund's
    investments  in U.S.  Government  securities  will  decline  because  of an
    increase in interest rates.

    IF INTEREST  RATES  INCREASE:  the yield of the Fund may  increase  and the
    market  value of the  Fund's  securities  will  likely  decline,  adversely
    affecting the net asset value and total return.

    IF INTEREST  RATES  DECREASE:  the yield of the Fund may  decrease  and the
    market  value of the Fund's  securities  may  increase,  which would likely
    increase the Fund's net asset value and total return.

Money market funds are  sometimes  confused  with savings  accounts.  A savings
account is a deposit  with a bank.  The bank is  obligated to return the amount
deposited  and to pay you interest  for the use of your money.  Up to a certain
amount,  the Federal Deposit Insurance  Corporation (FDIC) will insure that the
bank meets its obligations.

The Fund is not a savings  account but,  rather,  is a money market mutual fund
that  issues and  redeems  its  shares at the Fund's per share net asset  value
(NAV). The Fund always seeks to maintain a constant NAV of $1 per share.

                                       2
<PAGE>

Just as a savings account pays interest on the amount deposited,  the Fund pays
dividends on the shares you own. If these dividends are reinvested in the Fund,
the value of your account will grow over time.

Unlike a savings account,  however, an investment in this Fund is not a deposit
of USAA  Federal  Savings  Bank,  or any  other  bank,  and is not  insured  or
guaranteed by the FDIC or any other government agency.  Although the Fund seeks
to preserve  the value of your  investment  at $1 per share,  it is possible to
lose money by investing in the Fund.

IS THIS FUND FOR YOU?

This Fund might be appropriate as part of your investment portfolio if . . .

|X| You need your money back within a short period.
|X| You need to preserve principal.
|X| You want a low-risk investment.
|X| You would like checkwriting privileges on the account.

This Fund MAY NOT be appropriate as part of your investment portfolio if . . .

|X| You need a high total return to achieve your goals.
|X| Your primary goal is long-term growth.

COULD THE VALUE OF YOUR INVESTMENT IN THIS FUND FLUCTUATE?

Yes,  it  could.  We  manage  the Fund  with  strict  Securities  and  Exchange
Commission  guidelines  designed to preserve  the Fund's value at $1 per share,
although,  of course,  we cannot guarantee that the value will remain at $1 per
share.  The value of your  investment  typically  will grow through  reinvested
dividends.  The bar  chart  shown  on the  next  page  illustrates  the  Fund's
volatility and performance from year to year over the life of the Fund.

                                       3
<PAGE>

TOTAL RETURN

All mutual funds must use the same formula to calculate total return.

                                  TOTAL RETURN
                                  MEASURES THE
                                  PRICE CHANGE
                                   IN A SHARE
                                  ASSUMING THE
                                  REINVESTMENT
                                OF ALL DIVIDEND
                                   INCOME AND
                                  CAPITAL GAIN
                                 DISTRIBUTIONS.

[BAR CHART]
    CALENDAR        TOTAL RETURN
      YEAR           PERCENTAGE
     1992*              3.54
     1993               2.82
     1994               3.79
     1995               5.59
     1996               5.10
     1997               5.21

     *FUND BEGAN OPERATIONS ON FEBRUARY 1, 1991.

     THE  FUND'S TOTAL RETURN FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 1998, WAS
     2.56%.

During the  periods  shown in the bar chart,  the  highest  total  return for a
quarter was 1.42%  (quarter  ending June 30,  1995) and the lowest total return
for a quarter was .69% (quarter ending June 30, 1993).

YIELD

                                  YIELD IS THE
                                 ANNUALIZED NET
                                 INCOME OF THE
                                 FUND DURING A
                                SPECIFIED PERIOD
                                AS A PERCENTAGE
                                 OF THE FUND'S
                                  SHARE PRICE.

                                EFFECTIVE YIELD
                                 IS CALCULATED
                                   SIMILAR TO
                                   THE YIELD,
                                 HOWEVER, WHEN
                                  ANNUALIZED,
                                   THE INCOME
                                   EARNED IS
                                 ASSUMED TO BE
                                  REINVESTED.

All mutual funds must use the same  formulas to calculate  yield and  effective
yield. The Fund typically advertises  performance in terms of a 7-day yield and
effective yield and may advertise total return.  The 7-day yield quotation more
closely reflects current earnings of the Fund than the total return  quotation.
The  effective  yield will be  slightly  higher  than the yield  because of the
compounding  effect of the assumed  reinvestment.  Current yields 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.
The Fund's 7-day yield for the period ended December 31, 1997, was 5.15%.

You may  obtain  the most  current  yield  information  for the Fund by calling
1-800-531-8777.

Please  consider  performance  information  in light of the  Fund's  investment
objective and policies and market  conditions during the reported time periods.
Again, you must remember that historical performance does not

                                       4
<PAGE>

                              [TELEPHONE GRAPHIC]
                                 TOUCHLINE (R)
                                 1-800-531-8777
                                     PRESS
                                       1
                                      THEN
                                       1
                                      THEN
                                     5 9 #

necessarily  indicate what will happen in the future.  The value of your shares
may go up or down. For the most current price,  yield,  and return  information
for this Fund, you may call  TouchLINE(R)  at  1-800-531-8777.  Press 1 for the
Mutual Fund Menu, press 1 again for prices,  yields,  and returns.  Then, press
59# when asked for the Fund Code.

                                     TICKER
                                     SYMBOL
                                     UATXX

If you prefer to obtain this information from an on-line computer service,  you
can do so by using the ticker symbol "UATXX."

FEES AND EXPENSES

This summary  shows what it will cost you directly or  indirectly  to invest in
the Fund.

Shareholder Transaction Expenses -- Fees You Pay Directly

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

Annual Fund Operating Expenses -- Fees You Pay Indirectly

Fund  expenses  come out of the Fund's  assets and are  reflected in the Fund's
share price and dividends.  "Other Expenses" include expenses such as custodian
and transfer agent fees. The figures below show actual  expenses before waivers
during  the past  fiscal  year  ended May 31,  1998,  and are  calculated  as a
percentage of average net assets (ANA).

                                  12B-1 FEES -
                                  SOME MUTUAL
                                  FUNDS CHARGE
                                   THESE FEES
                                   TO PAY FOR
                                  ADVERTISING
                                   AND OTHER
                                COSTS OF SELLING
                                  FUND SHARES.

          Management Fees                         .125%
          Distribution (12b-1) Fees                None
          Other Expenses                          .267%
                                                  -----
          Total Annual Fund Operating Expenses*   .392%
                                                  =====

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

   * During the year, we  voluntarily  limited the Total Annual Fund  Operating
     Expenses to .375% as follows:

          Total Annual Fund Operating Expenses         .392%
          Reimbursement from USAA Investment
            Management Company                        (.017%)
                                                       -----
          Actual Fund Operating Expenses
            After Reimbursement                        .375%
                                                       =====

     We have voluntarily agreed to limit the Fund's annual expenses to .375% of
     its ANA and will  reimburse  the Fund for all  expenses  in excess of that
     amount until October 1, 1999.

                                       5
<PAGE>

Example of Effect of the Fund's Operating Expenses

This  example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual  funds.  Although  your actual costs
may be higher or lower,  you  would  pay the  following  expenses  on a $10,000
investment,  assuming (1) 5% annual return,  (2) the Fund's operating  expenses
(before any applicable  reimbursement)  remain the same, and (3) you redeem all
of your shares at the end of the periods shown.

                   1 year............... $ 40
                   3 years..............  127
                   5 years..............  220
                  10 years..............  495

FUND INVESTMENTS

Principal Investment Strategies and Risks

   Q    What is the Fund's principal investment strategy?

   A    The Fund's principal investment strategy is to invest the Fund's assets
        exclusively in securities  with maturities of 397 days or less that are
        backed  by the  full  faith  and  credit  of the  U.S.  Government  and
        repurchase agreements collateralized by such securities.

   Q    What types of U.S.  Government  securities  will the  Fund's  assets be
        invested in?

   A    Under normal market conditions,  we will invest the Fund's total assets
        primarily  in U.S.  Treasury  bills,  notes and bonds,  and  repurchase
        agreements collateralized by such obligations.

   Q    May the Fund's assets be invested in any other types of U.S. Government
        securities?

   A    Yes.  We may  invest  up to 35% of the  Fund's  total  assets  in other
        obligations  that have been  backed by the full faith and credit of the
        U.S.  Government,  including  securities issued by any of the following
        agencies and instrumentalities:

        o General Services Administration,
        o Government National Mortgage Association,
        o Overseas Private Investment Corporation,
        o Rural Electrification Administration,
        o Small Business Administration,

                                       6
<PAGE>

        o Federal Financing Bank, and
        o repurchase agreements collateralized by such obligations.

   Q    Will the Fund always maintain a net asset value of $1 per share?

   A    While we will  endeavor to maintain a constant  Fund net asset value of
        $1 per  share,  there  is no  assurance  that we will be able to do so.
        Remember,  the shares are neither  insured nor  guaranteed  by the U.S.
        Government. As such, the Fund carries some risk.

        There is also a risk that rising interest rates will cause the value of
        the Fund's securities to decline.  We attempt to minimize this interest
        risk by limiting the maturity of each  security to 397 days or less and
        maintaining a dollar-weighted  average portfolio  maturity for the Fund
        of 90 days or less.

                                    DOLLAR-
                                    WEIGHTED
                                    AVERAGE
                                   PORTFOLIO
                                  MATURITY IS
                                  OBTAINED BY
                                  MULTIPLYING
                                   THE DOLLAR
                                 VALUE OF EACH
                                   INVESTMENT
                                 BY THE NUMBER
                                OF DAYS LEFT TO
                                 ITS MATURITY,
                                  THEN ADDING
                                 THOSE FIGURES
                                  TOGETHER AND
                                  DIVIDING THE
                                  TOTAL BY THE
                                  DOLLAR VALUE
                                 OF THE FUND'S
                                   PORTFOLIO.

   Q    Will any portion of the Fund's  dividends be exempt from state personal
        income taxes?

   A    Possibly.  Under  federal law,  the income  received  from  obligations
        issued  by  the  U.S.  Government  and  certain  of  its  agencies  and
        instrumentalities  is exempt from state  personal  income  taxes.  Many
        states  that  impose a  personal  income  tax  permit  mutual  funds to
        pass-through this tax exemption to you as a shareholder of the Fund.

        We anticipate  that some portion of the dividends paid to  shareholders
        residing in these  states will  qualify for this  exemption  from state
        taxation.  We urge you to consult your own tax adviser about the status
        of distributions from the Fund in your own state and locality.

   Q    How are the decisions to buy and sell securities made?

   A    We  evaluate  securities  in  the  marketplace  based  on   the  Fund's
        objective of maximizing  current income while  maintaining  the highest
        degree of safety  and  liquidity.  Furthermore,  regulations  governing
        money  market  funds limit  purchases of a security to a maximum of 397
        days and limit the Fund to a maximum  average  maturity of 90 days. For
        the Treasury  Money Market  Trust this process is  facilitated  by only
        purchasing full  faith and credit obligations of the U.S. Government or
        repurchase agreements  collateralized by such securities.  On any given
        day, we  evaluate the  government  securities   market  compared to the
        repurchase  agreement market to decide which provides the most value to
        the shareholder.

                                       7
<PAGE>

For additional  information  about other  securities in which we may invest the
Fund's assets, see APPENDIX A on page 19.

FUND MANAGEMENT

The Trust has retained us, USAA Investment  Management Company, to serve as the
manager and  distributor  for the Trust. We are an affiliate of United Services
Automobile   Association  (USAA),  a  large,   diversified  financial  services
institution.  As of the  date  of this  Prospectus,  we had  approximately  $37
billion  in  total  assets  under  management.  Our  mailing  address  is  9800
Fredericksburg Road, San Antonio, TX 78288.

We provide management  services to the Fund pursuant to an Advisory  Agreement.
We are responsible for managing the Fund's  portfolio  (including  placement of
brokerage  orders) and its business  affairs,  subject to the  authority of and
supervision  by the Board of Trustees.  For our  services,  the Fund pays us an
annual fee. The fee is computed at one-eighth of one percent (.125%) of average
net assets.  The fee we received for the fiscal year ended May 31, 1998,  after
reimbursements  we made to the Fund,  was equal to .108% of average net assets.
We also provide  services  related to selling the Fund's  shares and receive no
compensation for those services.

Although our officers and employees,  as well as those of the Trust, may engage
in personal securities transactions, they are restricted by the procedures in a
Joint Code of Ethics adopted by the Trust and us.

Portfolio Manager

[PHOTOGRAPH OF PORTFOLIO MANAGER]
PAMELA K. BLEDSOE
Pamela K. Bledsoe,  Assistant Vice President of Money Market Funds, has managed
the Fund since May 1996. She has 10 years investment  management experience and
has worked for us for seven years.  Ms. Bledsoe earned the Chartered  Financial
Analyst  designation in 1992 and is a member of the  Association for Investment
Management and Research and the San Antonio Financial  Analysts  Society,  Inc.
She holds an MBA from Texas  Christian  University and a BS from Louisiana Tech
University.

USING MUTUAL FUNDS IN AN INVESTMENT PROGRAM

I. The Idea Behind Mutual Funds

Mutual funds provide small investors some of the advantages  enjoyed by wealthy
investors.  A  relatively  small  investment  can  buy  part  of a  diversified
portfolio. That portfolio is managed by investment professionals, relieving you
of the need to make individual stock or bond selections. You also enjoy

                                       8
<PAGE>

conveniences,  such as daily  pricing,  liquidity,  and in the case of the USAA
Family of Funds, no sales charge. The portfolio, because of its size, has lower
transaction  costs on its trades than most individuals would have. As a result,
you own an investment  that in earlier times would have been  available only to
very wealthy people.

II. Using Funds in an Investment Program

In  choosing a mutual  fund as an  investment  vehicle,  you are giving up some
investment decisions,  but must still make others. The decisions you don't have
to make are those involved with choosing individual securities. We will perform
that function.  In addition, we will arrange for the safekeeping of securities,
auditing the annual financial  statements,  and daily valuation of the Fund, as
well as other functions.

You,  however,  retain  at  least  part of the  responsibility  for an  equally
important  decision.  This decision involves  determining a portfolio of mutual
funds that balances your  investment  goals with your tolerance for risk. It is
likely that this decision may include the use of more than one fund of the USAA
Family of Funds.

For example, assume you wish to invest in a widely-diversified  portfolio.  You
could combine an investment in the Treasury Money Market Trust with investments
in other  mutual funds that invest in stocks of large and small  companies  and
high-dividend  stocks. This is just one way you could combine funds to fit your
own risk and reward goals.

III. USAA's Family of Funds

We offer you  another  alternative  with our  asset  strategy  funds  listed in
APPENDIX B under asset allocation on page 20. These unique mutual funds provide
a  professionally-managed,  diversified  investment  portfolio  within a mutual
fund.  Designed for the individual who prefers to delegate the asset allocation
process to an investment  manager,  their  structure  achieves  diversification
across a number of investment categories.

Whether you prefer to create  your own mix of mutual  funds or use a USAA Asset
Strategy  Fund,  the USAA  Family of Funds  provides  a broad  range of choices
covering  just  about  any   investor's   investment   objectives.   Our  sales
representatives  stand  ready to assist you with your  choices  and to help you
craft a  portfolio  to meet your  needs.  Refer to  APPENDIX B on page 20 for a
complete list of the USAA Family of No-Load Mutual Funds.

                                       9
<PAGE>

HOW TO INVEST

Purchase of Shares

OPENING AN ACCOUNT

You may open an account and make an investment  as described  below by mail, in
person,  bank wire,  electronic  funds  transfer  (EFT),  or phone. A complete,
signed  application is required for each new account.  However,  after you open
your initial account with us, you will not need to fill out another application
unless the registration is different.

TAX ID NUMBER

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

EFFECTIVE DATE

When you make a purchase, your purchase price will be the net asset value (NAV)
per share next  determined  after we receive your  request in proper form.  The
Fund's NAV is determined at the close of the regular trading session (generally
4:00 p.m. Eastern Time) of the New York Stock Exchange (NYSE) each day the NYSE
is open.  If we receive  your  request  and  payment  prior to that time,  your
purchase price will be the NAV per share determined for that day. If we receive
your  request or payment  after the NAV per share is  calculated,  the purchase
will be effective on the next business day. If you plan to purchase Fund shares
with a foreign check, we suggest you convert your foreign check to U.S. dollars
prior to  investment  in the Fund.  This will  avoid a  potential  delay in the
effective date of your purchase of up to four to six weeks. Furthermore, a bank
charge may be assessed in the clearing process, which will be deducted from the
amount of the purchase.

MINIMUM INVESTMENTS

INITIAL PURCHASE

[MONEY GRAPHIC]
o   $3,000.  [$500 Uniform  Gifts/Transfers to Minors Act (UGMA/UTMA)  accounts
    and $250 for IRAs] or no initial  investment  if you elect to have  monthly
    electronic  investments  of at least $50 each.  We may  periodically  offer
    programs   that   reduce  the  minimum   amounts  for  monthly   electronic
    investments.  Employees of USAA and its  affiliated  companies  may open an
    account through payroll  deduction for as little as $25 per pay period with
    no initial investment.

ADDITIONAL PURCHASES

o   $50 (Except  transfers from brokerage  accounts,  which are exempt from the
    minimum).

                                      10
<PAGE>

HOW TO PURCHASE

MAIL

[ENVELOPE GRAPHIC]
o   To open an account, send your application and check to:
       USAA Investment Management Company
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   To add to your account,  send your check and the "Invest by Mail" stub that
    accompanies your Fund's transaction confirmation to the Transfer Agent:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288

IN PERSON

[HANDSHAKE GRAPHIC]
o   To open an account, bring your application and check to:
       USAA Investment Management Company
       USAA Federal Savings Bank
       10750 Robert F. McDermott Freeway
       San Antonio, TX 78288

BANK WIRE

[WIRE GRAPHIC]
o   Instruct  your bank  (which may charge a fee for the  service)  to wire the
    specified amount to the Fund as follows:
       State Street Bank and Trust Company
       Boston, MA 02101
       ABA#011000028
       Attn: USAA Treasury Money Market Trust
       USAA Account Number: 69384998
       Shareholder(s) Name(s)______________________________________
       Shareholder(s) Mutual Fund Account Number___________________

ELECTRONIC FUNDS TRANSFER

[CALENDAR GRAPHIC]
o   Additional  purchases  on a  regular  basis  can  be  deducted  from a bank
    account, paycheck,  income-producing  investment, or USAA money market fund
    account.  Sign up for  these  services  when  opening  an  account  or call
    1-800-531-8448 to add these services.

PHONE 1-800-531-8448

[TELEPHONE GRAPHIC]
o   If you have an existing  USAA mutual fund  account and would like to open a
    new account or exchange to another  USAA Fund,  call for  instructions.  To
    open an account by phone,  the new account must have the same  registration
    as your existing account.

                                      11
<PAGE>

Redemption of Shares

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

We will send you your  money  within  seven days  after the  effective  date of
redemption.  Payment for redemption of shares purchased by EFT or check is sent
after the EFT or check has  cleared,  which  could  take up to 15 days from the
purchase date. If you are considering redeeming shares soon after purchase, you
should purchase by bank wire or certified check to avoid delay. Redemptions are
subject  to taxes  based on the  difference  between  the cost of  shares  when
purchased and the price received upon redemption.

In  addition,  the Trust  may  elect to  suspend  the  redemption  of shares or
postpone the date of payment in limited circumstances.

HOW TO REDEEM

WRITTEN, FAX, TELEGRAPH, OR TELEPHONE

[FAX MACHINE GRAPHIC]
o   Send your written instructions to:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288
o   Send a signed fax to 1-800-292-8177, or send a telegram to USAA Shareholder
    Account Services.
o   Call toll free 1-800-531-8448, in San Antonio, 456-7202.

Telephone redemption privileges are automatically established when you complete
your application.  The Fund will employ  reasonable  procedures to confirm that
instructions  communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account,  the following  information is obtained:
(1) USAA number or account number, (2) the name(s) on the account registration,
and (3) social  security  number or tax  identification  number for the account
registration.  Additionally, all telephone communications with you are recorded
and confirmations of account transactions are sent to the address of record. If
you were issued stock  certificates  for your shares,  redemption by telephone,
fax, or telegram is not available.

                                      12
<PAGE>

CHECKWRITING

[CHECKBOOK GRAPHIC]
o   Return a signed signature card,  which  accompanies  your  application,  or
    request a signature card separately and return to:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288

You will not be charged for the use of checks or any subsequent reorders.  Your
checkwriting  privilege  is subject to State  Street  Bank and Trust  Company's
rules and regulations governing checking accounts.  You may write checks in the
amount of $250 or more.  Checks  written  for less  than $250 will be  returned
unpaid.  Because the value of your account  changes daily as dividends  accrue,
you may not write a check to close your account.

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

Investor's Guide to USAA Mutual Fund Services

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

Account Balance

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

                                      13
<PAGE>

Trust Rights

The Trust reserves the right to:

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

o   limit or  discontinue  the offering of shares of any portfolio of the Trust
    without notice to the shareholders;

o   require a  signature  guarantee  for  transactions  or  changes  in account
    information in those  instances  where the  appropriateness  of a signature
    authorization  is in  question.  The  Statement of  Additional  Information
    contains information on acceptable guarantors;

o   redeem an account with less than $900, with certain limitations.

EXCHANGES

Exchange Privilege

The exchange privilege is automatic when you complete your application. You may
exchange  shares  among Funds in the USAA Family of Funds,  provided you do not
hold these shares in stock  certificate  form and the shares to be acquired are
offered in your state of residence.  After the exchange order is received,  the
Fund's  transfer agent will  simultaneously  process  exchange  redemptions and
purchases  at  the  share  prices  next  determined.  The  investment  minimums
applicable to share  purchases also apply to exchanges.  For federal income tax
purposes,  an exchange  between Funds is a taxable event;  and as such, you may
realize a capital gain or loss.  Such capital  gains or losses are based on the
difference  between the cost of shares when  purchased  and the price  received
upon exchange.

The Fund has undertaken certain procedures regarding telephone  transactions as
described on page 12.

Exchange Limitations, Excessive Trading

To  minimize  Fund costs and to protect the Funds and their  shareholders  from
unfair expense burdens,  the Funds restrict excessive  exchanges.  The limit on
exchanges  out of any Fund in the USAA Family of Funds for each  account is six
per calendar  year (except  there is no  limitation on exchanges out of the Tax
Exempt Short-Term Fund,  Short-Term Bond Fund, or any of the money market funds
in the USAA Family of Funds).

                                      14
<PAGE>

SHAREHOLDER INFORMATION

Share Price Calculation

                                 NAV PER SHARE
                                     EQUALS
                                  TOTAL ASSETS
                                     MINUS
                                  LIABILITIES
                                   DIVIDED BY
                                  # OF SHARES
                                  OUTSTANDING

The price at which you  purchase  and  redeem  Fund  shares is equal to the net
asset value (NAV) per share determined on the effective date of the purchase or
redemption.  You may buy and sell Fund  shares  at the NAV per share  without a
sales  charge.  The  Fund's  NAV per  share is  calculated  at the close of the
regular trading session of the NYSE,  which is usually 4:00 p.m.  Eastern Time.
Securities are stated at amortized cost, which approximates market value.

For  additional  information  on how  securities  are valued,  see VALUATION OF
SECURITIES in the Fund's Statement of Additional Information.

Dividends and Distributions

Net  investment  income  of the  Fund is  accrued  daily  and  paid on the last
business day of the month.  Dividends shall begin accruing on shares  purchased
the day  following  the  effective  date and  shall  continue  to accrue to the
effective date of redemption.  Any net capital gain distribution usually occurs
within 45 days of the May 31 fiscal year end,  which would be somewhere  around
the middle of July. The Fund will make additional payments to shareholders,  if
necessary, to avoid the imposition of any federal income or excise tax.

We  will   automatically   reinvest  all  income  dividends  and  capital  gain
distributions  unless we receive  different  instructions  from you.  The share
price will be the NAV of the Fund  shares  computed  on the  ex-dividend  date.
These dividends and distributions are subject to taxes.

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

Federal Taxes

This tax  information  is quite  general and refers to the  federal  income tax
provisions in effect as of the date of this Prospectus.  Note that the Taxpayer
Relief  Act  of  1997  and  the  technical   provisions   adopted  by  the  IRS
Restructuring  and Reform Act of 1998 may  affect the status and  treatment  of
certain  distributions  shareholders  receive  from  the  Fund.  We urge you to
consult  your tax adviser  about the status of  distributions  from the Fund in
your own state and locality.

                                      15
<PAGE>

SHAREHOLDER - Dividends from taxable net investment income and distributions of
net  short-term  capital gains are taxable to you as ordinary  income,  whether
received in cash or reinvested in additional shares.

Regardless  of the length of time you have held Fund shares,  distributions  of
net  long-term  capital  gains are taxable as long-term  capital  gains whether
received in cash or reinvested in additional shares. These distributions may be
taxable at  different  rates  depending on the length of time the Fund held the
applicable investment.

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

o   fails to furnish the Fund with a correct tax identification number,
o   underreports dividend or interest income, or
o   fails to certify that he or she is not subject to withholding.

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

REPORTING - The Fund will report information to you annually concerning the tax
status of dividends and distributions for federal income tax purposes.

                                      16
<PAGE>

Year 2000

Like other organizations around the world, the Fund could be adversely affected
if the computer systems used by the Fund, its service  providers,  or companies
in which the Fund invests do not  properly  process and  calculate  information
that relates to dates beginning on January 1, 2000, and beyond.  This situation
may occur because for many years computer  programmers  used only two digits to
describe  years, such as 98 for 1998. A program  written in this manner may not
work when it encounters the year 00. To confront this situation, USAA companies
have spent much  effort and money; and we expect to have our systems  ready for
the Year 2000 by mid-1999. In addition, we are actively assessing the Year 2000
readiness of our service providers, partners, and companies in whose securities
we invest.  It is not possible for us to say that you will experience no effect
from this situation,  but we can say that we are making a large effort to avoid
any ill effects upon our shareholders.

We do believe you are entitled to know with certainty that we will stand behind
your share balance as of the close of business in 1999. When the market reopens
in 2000,  should any computer problem cause a change in the number of shares in
your account, we will return your account to its proper share balance.

                                      17
<PAGE>

FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand the Fund's
financial  performance  for the  past  five-year  period.  Certain  information
reflects  financial  results for a single Fund share.  The total returns in the
table  represent  the rate that an  investor  would have earned (or lost) on an
investment   in  the  Fund   (assuming   reinvestment   of  all  dividends  and
distributions).  This  information  has been  audited by KPMG Peat Marwick LLP,
whose report, along with the Fund's financial  statements,  are included in the
Annual Report, which is available upon request.

                                                                   EIGHT-MONTH
                                                                   PERIOD ENDED
                                    YEAR ENDED MAY 31,                MAY 31,
                       --------------------------------------------------------
                         1998        1997       1996       1995        1994
                       --------------------------------------------------------
Net asset value at
  beginning of period  $   1.00    $  1.00    $  1.00    $  1.00     $  1.00
Net investment income       .05        .05        .05        .05         .02
Distributions from net
  investment income        (.05)      (.05)      (.05)      (.05)       (.02)
                       --------------------------------------------------------
Net asset value at
  end of period        $   1.00    $  1.00    $  1.00    $  1.00     $  1.00
                       ========================================================
Total return (%)*          5.24       5.06       5.38       4.88        1.96

Net assets at end of
  period (000)         $106,679    $88,612    $76,777    $67,876     $37,984

Ratio of expenses to
  average net assets (%)   .375       .375       .375       .375        .375(a)

Ratio of expenses
  to average net
  assets excluding
  reimbursements (%)       .392       .394       .403       .488        .620(a)

Ratio of net investment
  income to average net
  assets (%)               5.11       4.95       5.23       4.91        2.94(a)
- ------------
 *  Assumes  reinvestment  of  all  dividend  income  distributions  during the
    period.
(a) Annualized.   The  ratio  is not  necessarily  indicative  of 12  months of
    operations.

                                      18
<PAGE>

                                   APPENDIX A

THE FOLLOWING ARE  DESCRIPTIONS  OF CERTAIN TYPES OF SECURITIES IN WHICH WE MAY
INVEST THE FUND'S ASSETS:

REPURCHASE AGREEMENTS

We may invest the Fund's assets in repurchase  agreements which are exclusively
collateralized  by  obligations  issued or guaranteed as to both  principal and
interest  by  the  U.S.  Government,  its  agencies,  or  instrumentalities.  A
repurchase  agreement is a transaction  in which a security is purchased with a
simultaneous  commitment  to sell it back to the seller (a  commercial  bank or
recognized  securities  dealer) at an agreed upon price on an agreed upon date.
This date is usually  not more than seven days from the date of  purchase.  The
resale price  reflects  the  purchase  price plus an agreed upon market rate of
interest,  which is unrelated  to the coupon rate or maturity of the  purchased
security.

WHEN-ISSUED SECURITIES

We may invest the Fund's assets in new issues of debt  securities  offered on a
when-issued basis.

o   Delivery  and  payment  take  place  after  the date of the  commitment  to
    purchase,  normally  within 45 days. Both price and interest rate are fixed
    at the time of commitment.
o   The Funds do not earn interest on the securities until settlement,  and the
    market  value  of  the  securities  may  fluctuate   between  purchase  and
    settlement.
o   Such securities can be sold before settlement date.

VARIABLE RATE SECURITIES

We may invest the Fund's assets in securities that bear interest at rates which
are adjusted periodically to market rates.

o   These  interest  rate  adjustments  can both  raise and  lower  the  income
    generated by such  securities.  These  changes will have the same effect on
    the  income  earned  by the  Fund  depending  on  the  proportion  of  such
    securities held.

o   The value of variable rate  securities  is less affected than  fixed-coupon
    securities by changes in prevailing  interest rates because of the periodic
    adjustment  of their  coupons  to a market  rate.  The  shorter  the period
    between  adjustments,  the smaller the impact of interest rate fluctuations
    on the value of these securities.

o   The market value of a variable rate security usually tends toward par (100%
    of face value) at interest rate adjustment time.

ILLIQUID SECURITIES

We may  invest  up to 10% of the  Fund's  net  assets in  securities  which are
illiquid.  Illiquid  securities are those securities that cannot be disposed of
in the ordinary course of business,  seven days or less, at  approximately  the
value at which the Fund has valued the securities.

                                      19
<PAGE>

                                   APPENDIX B

USAA Family of No-Load Mutual Funds

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

     FUND
  TYPE/NAME                     VOLATILITY
=================================================
CAPITAL APPRECIATION
Aggressive Growth               Very high
Emerging Markets (1)            Very high
First Start Growth              Moderate to high
Gold (1)                        Very high
Growth                          Moderate to high
Growth & Income                 Moderate
International (1)               Moderate to high
S&P 500 Index (2)               Moderate
Science & Technology            Very high
World Growth (1)                Moderate to high
=================================================
ASSET ALLOCATION
Balanced Strategy (1)           Moderate
Cornerstone Strategy (1)        Moderate
Growth and Tax Strategy         Moderate
Growth Strategy (1)             Moderate to high
Income Strategy                 Low to moderate
=================================================
INCOME -- TAXABLE
GNMA                            Low to moderate
Income                          Moderate
Income Stock                    Moderate
Short-Term Bond                 Low
=================================================
INCOME -- TAX EXEMPT
Long-Term (3)                   Moderate
Intermediate-Term (3)           Low to moderate
Short-Term (3)                  Low
State Bond/Income (3, 4)        Moderate
=================================================
MONEY MARKET 
Money Market (5)                Very low
Tax Exempt Money Market (3, 5)  Very low
Treasury Money Market Trust (5) Very low
State Money Market (3, 4, 5)    Very low
=================================================

1  FOREIGN INVESTING IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY 
   FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY.
2  S&P(R) IS A TRADEMARK OF THE MCGRAW-HILL COMPANIES, INC., AND HAS BEEN
   LICENSED FOR USE. THE PRODUCT IS NOT SPONSORED, SOLD OR PROMOTED BY STANDARD
   & POOR'S, AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE 
   ADVISABILITY OF INVESTING IN THE PRODUCT.
3  SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.
4  CALIFORNIA, FLORIDA, NEW YORK, TEXAS, AND VIRGINIA FUNDS ARE OFFERED ONLY 
   TO RESIDENTS OF THOSE STATES.
5  AN INVESTMENT IN A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY 
   THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL BE 
   ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.

                                      20
<PAGE>

  If  you  would  like  more   information   about  the  Fund,   you  may  call
  1-800-531-8181  to request a free copy of the Fund's  Statement of Additional
  Information  (SAI),  Annual or Semiannual  Report,  or to ask other questions
  about the Fund.  The SAI has been  filed  with the  Securities  and  Exchange
  Commission  (SEC) and is  legally  a part of the  Prospectus.  In the  Fund's
  Annual  Report,  you will find a  discussion  of the  market  conditions  and
  investment  strategies  that  significantly  affected the Fund's  performance
  during the last fiscal year.

  To view these documents,  along with other related  documents,  you can visit
  the SEC's Internet web site  (http://www.sec.gov)  or the Commission's Public
  Reference Room in Washington, D.C. Information on the operation of the public
  reference  room can be  obtained  by  calling  1-800-SEC-0330.  Additionally,
  copies of this information can be obtained, for a duplicating fee, by writing
  the Public Reference Section of the Commission, Washington, D.C. 20549-6009.

                INVESTMENT ADVISER, UNDERWRITER AND DISTRIBUTOR
                       USAA Investment Management Company
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                 TRANSFER AGENT
                       USAA Shareholder Account Services
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
                         ------------------------------
                                   CUSTODIAN
                      State Street Bank and Trust Company
                                 P.O. Box 1713
                          Boston, Massachusetts 02105
                         ------------------------------
                           TELEPHONE ASSISTANCE HOURS
                         Call toll free - Central Time
                     Monday - Friday 8:00 a.m. to 8:00 p.m.
                        Saturdays 8:30 a.m. to 5:00 p.m.
                         ------------------------------
                   FOR ADDITIONAL INFORMATION ON MUTUAL FUNDS
                   1-800-531-8181, (in San Antonio) 456-7211
                For account servicing, exchanges or redemptions
                   1-800-531-8448, (in San Antonio) 456-7202
                         ------------------------------
                       RECORDED MUTUAL FUND PRICE QUOTES
                        24-Hour Service (from any phone)
                   1-800-531-8066, (in San Antonio) 498-8066
                         ------------------------------
                           MUTUAL FUND TOUCHLINE (R)
                          (from Touchtone phones only)
              For account balance, last transaction or fund prices
                   1-800-531-8777, (in San Antonio) 498-8777

                   Investment Company Act File No. 811-4019

<PAGE>

USAA     USAA                                            STATEMENT OF
EAGLE    INVESTMENT                                      ADDITIONAL INFORMATION
LOGO     TRUST                                           October 1, 1998

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                             USAA INVESTMENT TRUST

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

You may obtain a free copy of a Prospectus dated October 1, 1998, for each Fund
by writing to USAA Investment Trust, 9800 Fredericksburg  Road, 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.

The financial  statements  of the Funds and the  Independent  Auditors'  Report
thereon  for  the  fiscal  year  ended  May  31,  1998,  are  included  in  the
accompanying  Annual Report to Shareholders  of that date and are  incorporated
herein by reference.

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                               TABLE OF CONTENTS

        PAGE
           2   Valuation of Securities
           3   Conditions of Purchase and Redemption
           3   Additional Information Regarding Redemption of Shares
           4   Investment Plans
           5   Investment Policies
           9   Special Risk Considerations
           9   Investment Restrictions
          11   Portfolio Transactions
          13   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
          24   Appendix B - Comparison of Portfolio Performance
          27   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 each Fund (except  Treasury Money Market 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.

     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. There can be no assurance, however, that the Fund
will at all  times  be able to  maintain  a  constant  $1 NAV per  share.  Such
procedures include review of the Fund's holdings at such intervals as is deemed
appropriate to determine  whether the Fund's NAV calculated by using  available
market quotations deviates from $1 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,  among  other  options,
selling  portfolio  instruments  prior to  maturity  to the  Manager or another
party,  withholding  dividends,  or  establishing  a NAV  per  share  by  using
available market quotations.

                                       2
<PAGE>
                     CONDITIONS OF PURCHASE AND REDEMPTION

NONPAYMENT

If any order to purchase  shares is canceled due to  nonpayment or if the Trust
does not receive good funds either by check or electronic funds transfer,  USAA
Shareholder  Account Services (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 accounts 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 the 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 your 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 you. 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 your last known address.

     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 amounts 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. You will continue to earn dividends until
the shares are redeemed by the presentation of a check.

     When a check is presented to the Transfer Agent for payment,  a sufficient
number of full and  fractional  shares  from your  account  will be redeemed to
cover the amount of a check.  If the account  balance 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.

                                       3
<PAGE>

     The  checkwriting   privilege  is  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 you for the use
of the checks or for subsequent reorders of checks.

     The Trust  reserves  the right to assess a  processing  fee  against  your
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.

     You may  request  that the  Transfer  Agent stop  payment on a check.  The
Transfer Agent will use its best efforts to execute stop payment  instructions,
but does not guarantee that such efforts will be effective.  The Transfer Agent
will charge you $10 for each stop payment you request.

                                INVESTMENT PLANS

The Trust makes available the following investment plans 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  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  a   non-governmental   employer,   an   income-producing
investment, or an account with a participating financial institution.

DIRECT DEPOSIT PROGRAM -- The monthly  transfer of certain federal  benefits to
directly  purchase  shares of a USAA mutual  fund.  Eligible  federal  benefits
include:  Social Security,  Supplemental Security Income, Veterans Compensation
and Pension,  Civil Service  Retirement  Annuity,  and Civil  Service  Survivor
Annuity.

GOVERNMENT  ALLOTMENT -- The  transfer of military  pay by the U.S.  Government
Finance Center for the purchase of USAA mutual fund shares.

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.  You may
initiate a "buy" or "sell" whenever you choose.

DIRECTED  DIVIDENDS  -- If you own  shares in more than one of the Funds in the
USAA  Family of Funds,  you may  direct  that  dividends  and/or  capital  gain
distributions  earned in one fund be used to purchase shares  automatically  in
another fund.

     Participation in these  systematic  purchase plans allows you to engage in
dollar-cost  averaging.  For additional  information concerning the benefits of
dollar-cost averaging, see APPENDIX C.

SYSTEMATIC WITHDRAWAL PLAN

If you own shares having a NAV of $5,000 or more in a single investment account
(accounts in different  Funds cannot be  aggregated  for this  purpose) you 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,  you may choose to have
withdrawals   electronically   deposited  at  your  bank  or  other   financial
institution. You may also elect to have checks mailed to a designated address.

     This 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. You may terminate participation in the
plan at any time.  You are not charged  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.

                                       4
<PAGE>

     Withdrawals  will be made by redeeming full and  fractional  shares on the
date you select at the time the plan is established.  Withdrawal  payments made
under this plan may exceed  dividends  and  distributions  and, to this extent,
will  involve the use of  principal  and could  reduce the dollar value of your
investment  and  eventually  exhaust the  account.  Reinvesting  dividends  and
distributions  helps  replenish  the  account.  Because  share  values  and net
investment income can fluctuate, you 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 your  income tax  return.  Therefore,  you 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 you  qualify for certain
types  of  retirement  programs.  For  your  convenience,  the  Manager  offers
403(b)(7)  accounts and various forms of IRAs. You may make  investments 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  Road,
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 money sent to you after
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 you 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.  You may
obtain detailed information about the plans from the Manager.

                              INVESTMENT POLICIES

The  sections  captioned  WHAT IS THE  FUND'S  INVESTMENT  OBJECTIVE  AND  MAIN
STRATEGY?   and  FUND  INVESTMENTS  in  each  Fund's  Prospectus  describe  the
fundamental  investment  objective(s) and the investment policies applicable to
each Fund.  Each  Fund's  objective(s)  cannot be changed  without  shareholder
approval. 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.  In  evaluating  a  potential  investment  in  such  a  lease
obligation,  the Manager will consider:  (1) the credit quality of the obligor;
(2) whether the underlying  property is essential to a  governmental  function;
and (3) whether the lease obligation contains covenants prohibiting the obligor
from substituting  similar property if the obligor fails to make appropriations
for the lease obligation.

                                       5
<PAGE>

LIQUIDITY DETERMINATIONS

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

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

CALCULATION OF MATURITY FOR FIXED INCOME SECURITIES

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

     If the  issuer  of the  security  has  committed  to take  advantage  of a
maturity shortening device, such as a call, refunding, or redemption provision,
the date on which the instrument will be called,  refunded, or redeemed will be
considered to be its maturity date.  Also,  the  maturities of  mortgage-backed
securities,  some asset-backed  securities,  and securities  subject to sinking
fund arrangements are determined on a weighted average life basis, which is the
average  time  for  principal  to  be  repaid.  For  mortgage-backed  and  some
asset-backed securities, this average time is calculated by assuming a constant
prepayment  rate  (CPR) for the life of the  mortgages  or assets  backing  the
security.  The CPR for a  security  can  vary  depending  upon  the  level  and
volatility of interest  rates.  This, in turn, can affect the weighted  average
life of the security.  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  Fund,  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.

                                       6
<PAGE>

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

                                       7
<PAGE>

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.

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 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 IBCA, 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.

REPURCHASE AGREEMENTS

Each Fund,  except the Growth and Tax Strategy  Fund,  may invest in repurchase
agreements which are  collateralized by obligations  issued or guaranteed as to
both  principal  and  interest  by  the  U.S.  Government,   its  agencies,  or
instrumentalities.  A repurchase agreement is a transaction in which a security
is purchased  with a  simultaneous  commitment to sell it back to the seller (a
commercial bank or recognized  securities dealer) at an agreed upon price on an
agreed  upon date.  This date is usually not more than seven days from the date
of purchase.  The resale price  reflects the purchase price plus an agreed upon
market rate of  interest,  which is unrelated to the coupon rate or maturity of
the  purchased  security.  The  obligation of the seller to pay the agreed upon
price is in effect  secured by the value of the underlying  security.  In these
transactions,  the securities purchased by a Fund will have a total value equal
to or in excess of the amount of the repurchase  obligation and will be held by
the Fund's custodian until repurchased. If the seller defaults and the value of
the  underlying  security  declines,  the Fund may  incur a loss and may  incur
expenses  in selling  the  collateral.  If the seller  seeks  relief  under the
bankruptcy laws, the disposition of the collateral may be delayed or limited.

TEMPORARY DEFENSIVE POLICY

Each Fund,  except the Treasury  Money Market Trust,  may on a temporary  basis
because of market, economic,  political, or other conditions, invest up to 100%
of its assets in investment-grade, short-term debt instruments. Such securities
may  consist  of   obligations  of  the  U.S.   Government,   its  agencies  or
instrumentalities,  and  repurchase  agreements  secured  by such  instruments;
certificates  of  deposit  of  domestic  banks  having  capital,  surplus,  and
undivided  profits in excess of $100 million;  banker's  acceptances of similar
banks; commercial paper and other corporate debt obligations.

                                       8
<PAGE>

                          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 each
Fund. 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.

 (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.

                                       9
<PAGE>

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

(14)  Invest more than 25% of its total assets in one industry.

     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 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).

                                      10
<PAGE>

 (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, 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.

ADDITIONAL RESTRICTION

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

     Each Fund may not 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

                                      11
<PAGE>

Manager determines in good faith that such commission is reasonable in relation
to the value of the  brokerage and research  services  provided by such broker,
viewed  in  terms of  either  that  particular  transaction  or of the  overall
responsibility  of the Manager to the Funds and its other clients.  The Manager
continuously  reviews the performance of the broker-dealers with whom it places
orders for  transactions.  The receipt of  research  from  broker-dealers  that
execute  transactions  on behalf of the Trust may be useful to the  Manager  in
rendering investment management services to other clients (including affiliates
of the Manager),  and conversely,  such research provided by broker-dealers who
have  executed  transaction  orders on behalf of other clients may be useful to
the Manager in carrying out its  obligations to the Trust.  While such research
is available to and may be used by the Manager in providing  investment  advice
to all its  clients  (including  affiliates  of the  Manager),  not all of such
research may be used by the Manager for the benefit of the Trust. Such research
and  services  will be in addition to and not in lieu of research  and services
provided by the Manager,  and the expenses of the Manager will not  necessarily
be  reduced by the  receipt  of such  supplemental  research.  See THE  TRUST'S
MANAGER.

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

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

BROKERAGE COMMISSION

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

       FUND                     1996            1997            1998
       ----                     ----            ----            ----
  Income Strategy            $    3,434*     $    2,820      $    7,690
  Growth and Tax Strategy    $   58,596      $   81,456      $   50,508
  Balanced Strategy          $   16,908*     $   13,006      $   29,977
  Cornerstone Strategy       $1,560,138      $1,428,772      $1,466,734
  Growth Strategy            $  104,911*     $  230,440      $  247,249
  Emerging Markets           $  394,696      $  484,792      $1,578,101
  Gold                       $  224,458      $  225,284      $  165,197
  International              $1,551,078      $1,362,389      $1,317,048
  World Growth               $  709,486      $  558,990      $  586,870
- ---------------------
*For the nine-month period ended May 31, 1996.

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                     1996            1997            1998**
       ----                     ----            ----            ------
  Income Strategy              $  216*        $   454          $  802
  Growth and Tax Strategy      $  400         $15,356          $3,976
  Balanced Strategy            $  632*        $ 1,132          $2,168
  Cornerstone Strategy         $4,000         $11,878          $6,200
  Growth Strategy              $  556*        $10,580          $8,951
  Emerging Markets                 -          $   240             -
  World Growth                 $  928         $ 2,380          $2,800
- ---------------------
   * For the nine-month period ended May 31, 1996.
  ** These  amounts  are  10.43%,  7.87%,  7.23%,  .42%,  3.62%,  0%, and .48%,
     respectively, of brokerage fees paid by each Fund.

For the year ended May 31, 1998,  14.53%,  13.54%,  11.58%,  1.69%,  6.42%, and
1.40%, 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,  and World Growth Funds,  respectively,
were effected through USAA Brokerage Services.

                                      12
<PAGE>

     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  $1,714,402,  $17,397,006,
$5,270,781, $14,635,132,  $14,253,575,  $2,101,794, $5,109,536, and $5,462,113,
and the related brokerage commissions or underwriting  commissions were $1,820,
$29,263, $5,663, $22,625,  $17,785, $4,505, $14,730, and $10,327 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, 1998.

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.

     For the last two fiscal years, the Funds' portfolio turnover rates were as
follows:

        FUND                          1997         1998
        ----                          ----         ----
     Income Strategy                  64.71%        7.15%
     Growth and Tax Strategy 1       194.21%       65.58%
     Balanced Strategy                28.06%       22.18%
     Cornerstone Strategy             35.14%       32.73%
     Growth Strategy                  62.50%       69.42%
     Emerging Markets                 61.21%       41.23%
     Gold                             26.40%       19.62%
     International                    46.03%       42.97%
     World Growth                     50.02%       45.04%
     GNMA Trust                       77.82%       60.85%
- -----------
  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,
                                                           ------------------
                                                           1997         1998
                                                           ----         ----
     Portfolio turnover                                    52.97%      31.58%
     Purchases and sales of this type are as follows:
       Purchases (000)                                   $220,402     $68,958
       Sales (000)                                       $220,683     $69,044

                          DESCRIPTION OF SHARES

The Funds are series of the Trust and are diversified. The Trust is an open-end
management investment company established under the laws of the Commonwealth of
Massachusetts pursuant to the First Amended and Restated Master Trust Agreement
(Master  Trust  Agreement),  dated  June 2,  1995,  as  amended.  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 Master Trust Agreement, 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.

                                      13
<PAGE>

     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. The Trust may fill
vacancies  on the Board or appoint new  Trustees if the result is that at least
two-thirds of the Trustees have still been elected by  shareholders.  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.
The Trust will assist in communicating to other shareholders about the meeting.
On any  matter  submitted  to the  shareholders,  the  holder  of any  share is
entitled  to one vote per  share  (with  proportionate  voting  for  fractional
shares)  regardless  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)  and  (2)   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, and the  distribution  requirements of the
Code, and by provisions of the Code

                                      14
<PAGE>

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.

     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 who supervise the
business affairs of the Trust. 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 Road, San Antonio, TX 78288.

Robert G. Davis 1, 2
Trustee and Chairman of the Board of Trustees
Age: 51

Deputy  Chief  Executive  Officer for  Capital  Management  of United  Services
Automobile  Association  (USAA)  (6/98-present);   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);
President,  Chief  Executive  Officer,  Director,  and Chairman of the Board of
Directors of USAA Financial Planning Network,  Inc.  (1/97-present);  Executive
Vice President,  Chief Operating  Officer,  Director,  and Vice Chairman of the
Board of Directors  of USAA  Financial  Planning  Network,  Inc.  (6/96-12/96);
Special Assistant to Chairman, 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.

                                      15
<PAGE>

Davis   serves  as  a   Trustee/Director   and   Chairman   of  the  Boards  of
Trustees/Directors  of each of the  remaining  funds  within the USAA Family of
Funds;  Director and  Chairman of the Boards of  Directors  of USAA  Investment
Management  Company (IMCO),  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: 57

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/Director,   and   Vice   Chairman   of   the   Boards   of
Trustees/Directors  of each of the  remaining  funds  within the USAA Family of
Funds and USAA Shareholder  Account  Services;  Director of USAA Life Insurance
Company; and Trustee and Vice Chairman of USAA Life Investment Trust.

John W. Saunders, Jr. 1, 2, 4
Trustee and Vice President
Age: 63

Senior Vice President,  Fixed Income  Investments,  IMCO  (10/85-present).  Mr.
Saunders serves as a Trustee/Director of each of the remaining funds within the
USAA  Family  of  Funds;  Director  of  IMCO;  Senior  Vice  President  of USAA
Shareholder Account Services; and Vice President of USAA Life Investment Trust.

Barbara B. Dreeben 3, 4, 5
200 Patterson #1008
San Antonio, TX 78209
Trustee
Age: 53

President,   Postal  Addvantage  (7/92-present);   Consultant,   Nancy  Harkins
Stationer  (8/91-12/95).  Mrs. Dreeben serves as a Trustee/Director  of each of
the remaining funds within the USAA Family of Funds.

Howard L. Freeman, Jr. 2, 3, 4, 5
2710 Hopeton
San Antonio, TX 78230
Trustee
Age: 63

Retired. Assistant General Manager for Finance, San Antonio City Public Service
Board  (1976-1996).  Mr.  Freeman serves as a  Trustee/Director  of each of the
remaining funds within the USAA Family of Funds.

Robert L. Mason, Ph.D. 3, 4, 5
12823 Queens Forest
San Antonio, TX 78230
Trustee
Age: 52

Manager,   Statistical   Analysis   Section,   Southwest   Research   Institute
(8/75-present). Dr. Mason serves as a Trustee/Director of each of the remaining
funds within the USAA Family of Funds.

Richard A. Zucker 3, 4, 5
407 Arch Bluff
San Antonio, TX 78216
Trustee
Age: 55

Vice President, Beldon Roofing and Remodeling (1985-present). Mr. Zucker serves
as a Trustee/Director  of each of the remaining funds within the USAA Family of
Funds.

Michael D. Wagner 1
Secretary
Age: 50

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 of each of the remaining  funds within the USAA Family of Funds;  and
Vice President,  Corporate  Counsel,  for various other USAA  subsidiaries  and
affiliates.

                                      16
<PAGE>

Alex M. Ciccone 1
Assistant Secretary
Age: 48

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 each of the remaining funds within the USAA Family of Funds.

Mark S. Howard 1
Assistant Secretary
Age: 34

Assistant Vice President,  Securities Counsel,  USAA (2/98-present);  Executive
Director,  Securities  Counsel,  USAA  (9/96-2/98);  Senior Associate  Counsel,
Securities  Counsel,  USAA  (5/95-8/96);  Attorney,  Kirkpatrick & Lockhart LLP
(9/90-4/95).  Mr.  Howard  serves as Assistant  Vice  President  and  Assistant
Secretary,  IMCO and USAA Shareholder Account Services;  Assistant Secretary of
each of the remaining funds within the USAA Family of Funds; and Assistant Vice
President,   Securities   Counsel  for  various  other  USAA  subsidiaries  and
affiliates.

Sherron A. Kirk 1
Treasurer
Age: 53

Vice President, Senior Financial Officer, IMCO (8/98-present);  Vice President,
Controller,  IMCO  (10/92-8/98).  Mrs.  Kirk serves as Treasurer of each of the
remaining  funds within the USAA Family of Funds;  and Vice  President,  Senior
Financial Officer of USAA Shareholder Account Services.

Caryl Swann 1
Assistant Treasurer
Age: 50

Director,  Mutual  Fund  Portfolio  Analysis  & Support,  IMCO  (2/98-present);
Manager,  Mutual  Fund  Accounting,  IMCO  (7/92-2/98).  Ms.  Swann  serves  as
Assistant  Treasurer for each of the remaining  funds within the USAA Family of
Funds.
- -----------
1  Indicates  those  Trustees and officers who are  employees of the Manager or
   affiliated companies and are considered  "interested persons" under the 1940
   Act.
2  Member of Executive Committee
3  Member of Audit Committee
4  Member of Pricing and Investment Committee
5  Member of Corporate Governance Committee

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

     In addition to the previously listed Trustees and/or officers of the Trust
who also serve as  Directors  and/or  officers of the  Manager,  the  following
individuals are Directors  and/or  executive  officers of the Manager:  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 March 31, 1998.

     NAME                       AGGREGATE         TOTAL COMPENSATION
      OF                      COMPENSATION           FROM THE USAA
    TRUSTEE                  FROM THE TRUST       FAMILY OF FUNDS (b)
    -------                  --------------       -------------------
Robert G. Davis                   None (a)               None (a)
Barbara B. Dreeben              $9,940                $35,500
Howard L. Freeman, Jr.          $9,940                $35,500
Robert L. Mason                 $9,940                $35,500
Michael J.C. Roth                 None (a)               None (a)
John W. Saunders, Jr.             None (a)               None (a)
Richard A. Zucker               $9,940                $35,500
- --------------
 (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, 1998,  the USAA Family of Funds  consisted of four  registered
      investment companies offering 35 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
within the USAA  Family of Funds.  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  reimburses  certain  expenses of the Trustees who are not
affiliated with the investment  adviser.  As of June 30, 1998, 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 June 30, 1998, USAA and its affiliates owned 502,387 shares (14%) of
the Income Strategy Fund, 26,961,428 shares (82%) of the Emerging Markets Fund,
1,534,435 shares (5.3%) of the International Fund, 421,541 shares (1.1%) of the
GNMA  Trust,  and no shares  of the  Growth  and Tax  Strategy  Fund,  Balanced
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 June 30,  1998,  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, an affiliate of United Services Automobile Association
(USAA), a large,  diversified financial services institution,  was 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  $37  billion,  of which
approximately $23 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 FUND  MANAGEMENT in its  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 (if any); 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 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, 1999, 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%,  the Income Strategy Fund
to  1.00%,  and  the  Balanced  Strategy  Fund  to  1.25%  of the  Fund's  ANA,
respectively,  until  October 1,  1999,  and will  reimburse  the Funds for all
expenses in excess of such  limitation.  After October 1, 1999, 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                          1996            1997             1998
      ----                          ----            ----             ----
  Income Strategy                $   34,662*     $   65,023      $   118,050
  Growth and Tax Strategy        $  728,915      $  852,055      $ 1,048,344
  Balanced Strategy              $   66,393*     $  190,093      $   360,127
  Cornerstone Strategy           $7,072,915      $8,496,435      $10,594,219
  Growth Strategy                $  219,751*     $  990,525      $ 1,754,693
  Emerging Markets               $  308,963      $  600,181      $ 2,598,294
  Gold                           $1,170,207      $  996,721      $   744,517
  International                  $2,730,374      $3,805,999      $ 4,650,798
  World Growth                   $1,708,489      $1,994,809      $ 2,524,040
  GNMA Trust                     $  361,221      $  381,390      $   427,196
  Treasury Money Market Trust    $   94,427      $  105,420      $   118,804

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                          1996            1997             1998
      ----                          ----            ----             ----
  Income Strategy                $   34,662*     $   66,382      $    51,777
  Balanced Strategy              $   66,393*     $   37,577      $    34,811
  Treasury Money Market Trust    $   21,001      $   15,808      $    17,721
- --------------
*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 of $23.50 to
$26 per account. The fee is subject to change at any time.

     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,  each Fund pays all  out-of-pocket  expenses of
the  Transfer  Agent and other  expenses  which are  incurred  at the  specific
direction of the Trust.

                                      19
<PAGE>

                              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.

                     CALCULATION OF PERFORMANCE DATA

Information regarding the total return and yield of each Fund is provided under
COULD THE VALUE OF YOUR  INVESTMENT IN THE FUND  FLUCTUATE?  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 and income other than
investment income, 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 May 31, 1998, was 5.07%.
        Effective Yield For 7-day Period ended May 31, 1998, was 5.20%.

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[((a-b)/(cd)+1)^6 -1]

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, 1998,  for the Income  Strategy
Fund, Growth and Tax Strategy Fund, and GNMA Trust were 4.15%, 3.13% and 6.48%,
respectively.

                                      20
<PAGE>

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,  1998,  was
4.44%.

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.

                          Average Annual Total Returns
                         For Periods Ended May 31, 1998
                             1           5          10          FROM
     FUND                   YEAR       YEARS       YEARS      INCEPTION*
     ----                   ----       -----       -----      ----------
Income Strategy            16.72%         -           -         12.04%
Growth and Tax Strategy    15.26%      11.62%         -         10.81%
Balanced Strategy          16.82%         -           -         15.30%
Cornerstone Strategy       17.15%      13.18%      11.34%        -
Growth Strategy            12.12%         -           -         16.99%
Emerging Markets          (20.97%)        -           -          (.52%)
Gold                      (27.44%)    (8.34%)      (3.62%)         -
International              13.29%      14.46%         -         11.45%
World Growth               16.29%      14.43%         -         14.96%
GNMA Trust                 10.65%       6.87%         -          7.97%
- ---------------------
*  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.

                                      21
<PAGE>

              APPENDIX A -- LONG-TERM AND SHORT-TERM DEBT RATINGS

1.  LONG-TERM DEBT RATINGS:

MOODY'S INVESTOR SERVICES, INC.

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 risk 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  obligations
         (i.e., they are neither highly protected nor poorly secured). Interest
         payments and principal  security  appear  adequate for the present but
         certain    protective    elements   may   be   lacking   or   may   be
         characteristically  unreliable  over any great  length  of time.  Such
         bonds lack  outstanding  investment  characteristics  and in fact have
         speculative characteristics as well.

NOTE:  MOODY'S APPLIES  NUMERICAL  MODIFIERS 1, 2, AND 3 IN EACH GENERIC RATING
CLASSIFICATION.  THE  MODIFIER 1  INDICATES  THAT THE  OBLIGATION  RANKS IN THE
HIGHER END OF ITS GENERIC RATING CATEGORY, THE MODIFIER 2 INDICATES A MID-RANGE
RANKING,  AND THE  MODIFIER  3  INDICATES  A  RANKING  IN THE LOWER END OF THAT
GENERIC RATING CATEGORY.

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.

STANDARD & POOR'S RATINGS GROUP

AAA      An obligation  rated AAA has the highest rating assigned by Standard &
         Poor's. The obligor's capacity to meet its financial commitment on the
         obligation is EXTREMELY STRONG.

AA       An  obligation  rated AA differs from the highest rated issues only in
         small degree. The obligor's capacity to meet its financial  commitment
         on the obligation is VERY STRONG.

A        An  obligation  rated A is somewhat  more  susceptible  to the adverse
         effects of changes  in  circumstances  and  economic  conditions  than
         obligations  in  higher  rated  categories.   However,  the  obligor's
         capacity to meet its financial  commitment on the  obligation is still
         STRONG.

BBB      An obligation rated BBB exhibits ADEQUATE capacity to pay interest and
         repay  principal.  However,  adverse  economic  conditions or changing
         circumstances  are more  likely to lead to a weakened  capacity of the
         obligor to meet its financial commitment on the obligation.

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.

FITCH IBCA, INC.

AAA      Highest credit quality. "AAA" ratings denote the lowest expectation of
         credit risk.  They are assigned only in case of  exceptionally  strong
         capacity for timely payment of financial commitments. This capacity is
         highly unlikely to be adversely affected by foreseeable events.

AA       Very high credit  quality.  "AA" ratings denote a very low expectation
         of credit risk.  They indicate very strong capacity for timely payment
         of  financial   commitments.   This  capacity  is  not   significantly
         vulnerable to foreseeable events.

A        High credit  quality.  "A" ratings denote a low  expectation of credit
         risk.  The capacity for timely  payment of  financial  commitments  is
         considered strong. This capacity may, nevertheless, be more vulnerable
         to changes in circumstances or in economic conditions than is the case
         for higher ratings.

BBB      Good credit quality.  "BBB" ratings indicate that there is currently a
         low  expectation  of credit risk.  The capacity for timely  payment of
         financial  commitments is considered adequate,  but adverse changes in
         circumstances  and in  economic  conditions  are more likely to impair
         this capacity. This is the lowest investment-grade category.

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.

                                      22
<PAGE>

DUFF & PHELPS, INC.

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
         may vary slightly from time to time because of economic conditions.

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

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

2. SHORT-TERM DEBT RATINGS:

MOODY'S MUNICIPAL

MIG-1/VMIG1  This  designation  denotes best quality.  There is present  strong
             protection by established cash flows,  superior  liquidity support
             or demonstrated broad-based access to the market for refinancing.

MIG-2/VMIG2  This designation  denotes high quality.  Margins of protection are
             ample although not so large as in the preceding group.

MOODY'S CORPORATE AND GOVERNMENT

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

           *  Leading market positions in well-established industries.

           *  High rates of return on funds employed.

           * Conservative  capitalization  structures with moderate reliance on
             debt and ample asset protection.

           * Broad margins in earning  coverage of fixed financial  charges and
             high internal cash generation.

           * Well-established  access  to a  range  of  financial  markets  and
             assured sources of alternate liquidity.

Prime-2    Issuers rated  Prime-2 (or  supporting  institutions)  have a strong
           ability for repayment of senior short-term  promissory  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,  may be  more  subject  to  variation.  Capitalization
           characteristics,  while still  appropriate,  may be more affected by
           external conditions. Ample alternate liquidity is maintained.

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.

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.

FITCH

F1       Highest credit  quality.  Indicates the strongest  capacity for timely
         payment of financial commitments;  may have an added "+" to denote any
         exceptionally strong credit features.

F2       Good credit  quality.  A  satisfactory  capacity for timely payment of
         financial commitments,  but the margin of safety is not as great as in
         the case of the higher ratings.

F3       Fair credit  quality.  The  capacity  for timely  payment of financial
         commitments  is adequate;  however,  near-term  adverse  changes could
         result in a reduction to non-investment grade.

                                      23
<PAGE>

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 quality issues as
         to  investment  grade.  Risk  factors  are larger and  subject to more
         variation. Nevertheless, timely payment is expected.

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

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

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'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.

                                      24
<PAGE>

INVESTMENT COMPANY INSTITUTE, a 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 EQUITY FUND PERFORMANCE  ANALYSIS, a weekly
and monthly  publication of industry-wide  mutual fund performance  averages by
type of fund.

LIPPER ANALYTICAL  SERVICES,  INC.'S FIXED INCOME FUND PERFORMANCE  ANALYSIS, a
monthly 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.

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 industry-wide  mutual
fund averages 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 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 towards 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'S MONEY FUND REPORT, a weekly  publication of the IBC Financial Data, 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 Taxable Money Fund Averages: "100% U.S. Treasury."

                                      25
<PAGE>

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.

     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 broad-based  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.

                                      26
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                      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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06088-1098

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