USAA INVESTMENT TRUST
497, 1998-05-22
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                           USAA EMERGING MARKETS FUND
                           October 1, 1997 PROSPECTUS
                          As Supplemented May 25, 1998


USAA  EMERGING  MARKETS  FUND (the Fund) is one of eleven  no-load  mutual funds
offered  by USAA  Investment  Trust  (the  Trust).  The Fund is  managed by USAA
Investment Management Company (the Manager).

                        WHAT IS THE INVESTMENT OBJECTIVE?
        The Fund's investment objective is capital appreciation. Page 8.

HOW DO YOU BUY?
     Fund shares are sold on a continuous basis at the net asset value per share
without a sales charge.  Make your initial investment  directly with the Manager
by mail, in person, or in certain  instances,  by telephone.  Page 13.

HOW DO YOU SELL?
     You may redeem Fund shares by mail, telephone, fax, or telegraph on any day
that the net asset value is calculated. Page 15.

     This  Prospectus,  which should be read and retained for future  reference,
provides  information  regarding  the Trust and the Fund  that you  should  know
before investing.

     SHARES  OF THE  USAA  EMERGING  MARKETS  FUND  ARE NOT  DEPOSITS  OR  OTHER
OBLIGATIONS OF, OR GUARANTEED BY, THE USAA FEDERAL SAVINGS BANK, ARE NOT INSURED
BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY, ARE SUBJECT TO INVESTMENT RISKS, AND
MAY LOSE VALUE.  BECAUSE THIS FUND INVESTS IN FOREIGN SECURITIES,  IT INVOLVES A
HIGHER DEGREE OF RISK AND MAY NOT BE APPROPRIATE FOR SOME INVESTORS. SEE SPECIAL
RISK CONSIDERATIONS, PAGE 11.

     If  you  would  like  more  information   about  the  Fund,  you  may  call
1-800-531-8181 to request a free copy of the most recent financial report and/or
the Fund's Statement of Additional Information (SAI), dated October 1, 1997. The
SAI has been filed with the  Securities  and  Exchange  Commission  (SEC) and is
incorporated by reference into this Prospectus  (meaning it is legally a part of
the Prospectus).

- --------------------------------------------------------------------------------

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE SECURITIES AND EXCHANGE  COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.


- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
                                TABLE OF CONTENTS

                                                               Page
                                  SUMMARY DATA
Fees and Expenses.............................................   3
Financial Highlights..........................................   4
Performance Information.......................................   5

                               USING MUTUAL FUNDS
USAA Family of No-Load Mutual Funds...........................   6
Using Mutual Funds in an Investment Program...................   7

                        INVESTMENT PORTFOLIO INFORMATION
Investment Objective and Policies.............................   8

                             SHAREHOLDER INFORMATION
Purchase of Shares............................................  13
Redemption of Shares..........................................  15
Conditions of Purchase and Redemption.........................  16
Exchanges.....................................................  17
Other Services................................................  18
Share Price Calculation.......................................  19
Dividends, Distributions and Taxes............................  19
Management of the Trust.......................................  21
Description of Shares.........................................  22
Service Providers.............................................  23
Telephone Assistance Numbers..................................  23
Appendix A - Corporate Ratings................................  24
- --------------------------------------------------------------------------------

                                        2

<PAGE>

                                FEES AND EXPENSES

The following summary,  which is based on actual expenses and average net assets
(ANA) of the Fund for the year ended May 31, 1997,  is provided to assist you in
understanding  the  expenses  you will bear  directly  or  indirectly  as a Fund
investor.

Shareholder Transaction Expenses
- --------------------------------------------------------------------------------

Sales Load Imposed on Purchases..............................        None
Sales Load Imposed on Reinvested Dividends...................        None
Deferred Sales Load..........................................        None
Redemption Fee*..............................................        None
Exchange Fee.................................................        None

Annual Fund Operating Expenses (as a percentage of ANA)
- --------------------------------------------------------------------------------

Management Fees..............................................       1.00%
12b-1 Fees...................................................       None
Other Expenses
   Transfer Agent Fees......................................     .39%
   Custodian Fees...........................................     .22%
   All Other Expenses.......................................     .20%
                                                                 ---
Total Other Expenses........................................         .81%
                                                                     ---
Total Fund Operating Expenses ..............................        1.81%
                                                                    ====
- ---------------------------
  *  A shareholder who requests delivery of redemption proceeds by wire transfer
     will be subject to a $10 fee. See REDEMPTION OF SHARES - BANK WIRE.

Example of Effect of Fund Expenses
- --------------------------------------------------------------------------------

You  would  pay the  following  expenses  on a $1,000  investment  in the  Fund,
assuming  (1) 5% annual  return  and (2)  redemption  at the end of the  periods
shown.
                   1  year    -   $   18
                   3  years   -   $   57
                   5  years   -   $   98
                  10  years   -   $  213


THE ABOVE EXAMPLE  SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

                                        3

<PAGE>

                              FINANCIAL HIGHLIGHTS

The following  financial  highlights for a share outstanding  throughout each of
the periods in the  three-year  period ended May 31, 1997,  have been audited by
KPMG Peat Marwick LLP. This table should be read in conjunction  with the Fund's
financial  statements  for the year  ended  May 31,  1997,  and the  independent
auditors'  report  thereon,  that appear in the Fund's  Annual  Report.  Further
performance  information is contained in the Annual Report and is available upon
request without charge.
                                                          SEVEN-MONTH
                                                         PERIOD ENDED
                                  YEAR ENDED MAY 31,        MAY 31,
                                  1997         1996          1995*
                                  ----         ----          ----
Net asset value at
   beginning of period         $ 11.13      $  9.77       $ 10.00
Net investment income (loss)       .01         (.01)(b)       .03(b)
Net realized and
   unrealized gain (loss)          .89         1.60          (.26)
Distributions from net
   investment income                -          (.01)          -
Distributions of realized
   capital gains                  (.50)        (.22)          -
                               -------      -------       -------
Net asset value at
   end of period               $ 11.53      $ 11.13       $  9.77
                               =======      =======       =======
Total return (%)**                8.69        16.93         (2.30)
Net assets at end of
   period (000)                $95,644      $51,315       $22,914
Ratio of expenses to
   average net assets (%)         1.81         2.27          2.50(a)(c)
Ratio of net investment
   income (loss) to average
   net assets (%)                  .03         (.08)          .53(a)(c)
Portfolio turnover (%)           61.21        87.98         34.87
Average commission rate
   paid per share ***          $ .0041      $ .0012
- ---------------------
   *  Fund commenced operations November 7, 1994.
  **  Assumes reinvestment of all dividend income and capital gain distributions
      during the period.
 ***  Calculated by aggregating all commissions paid on the purchase and sale of
      securities and dividing by the actual number of shares purchased or sold
      for which commissions were charged.
 (a)  Annualized.  The ratio is not necessarily indicative of 12 months of
      operations.
 (b)  Calculated using weighted average shares.
 (c)  The information contained in this table is based on actual expenses for
      the period, after giving effect to reimbursements of expenses by the
      Manager.  Absent such reimbursements the Fund's ratios would have been:
                                                                   SEVEN-MONTH
                                                                   PERIOD ENDED
                                                                   MAY 31, 1995*
                                                                   ------------
       Ratio of expenses to average net assets (%)                    2.60(a)
       Ratio of net investment income to average net assets (%)        .43(a)

                                        4

<PAGE>

                             PERFORMANCE INFORMATION

Performance  information  should be considered in light of the Fund's investment
objective and policies and market  conditions  during the time periods for which
it  is  reported.   Historical   performance   should  not  be   considered   as
representative of the future performance of the Fund.
     The Trust may quote the Fund's total return in  advertisements  and reports
to shareholders  or prospective  investors.  The Fund's  performance may also be
compared to that of other mutual funds with a similar  investment  objective and
to stock or  relevant  indexes  that are  referenced  in  APPENDIX B to the SAI.
Standard  total  return  results  reported by the Fund do not take into  account
recurring  and  nonrecurring  charges for optional  services  which only certain
shareholders  elect and which involve  nominal  fees,  such as the $10 fee for a
delivery of redemption proceeds by wire transfer.
     The Fund's  average  annual  total  return is computed by  determining  the
average  annual  compounded  rate of return for a specified  period which,  when
applied to a hypothetical  $1,000 investment in the Fund at the beginning of the
period,  would produce the redeemable value of that investment at the end of the
period,  assuming  reinvestment  of all dividends and  distributions  during the
period.
     Further  information  concerning the Fund's total return is included in the
SAI.

                                        5

<PAGE>

                       USAA FAMILY OF NO-LOAD MUTUAL FUNDS

The USAA Family of No-Load Mutual Funds  includes a variety of Funds,  each with
different objectives and policies.  In combination,  these Funds are designed to
provide  investors  with the  opportunity  to  formulate  their  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 the Funds in the USAA
Family  of  Funds,  including  charges  and  expenses,  call the  Manager  for a
Prospectus. Read it carefully before you invest or send money.

                              USAA INVESTMENT TRUST
                              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
                           Treasury Money Market Trust

                             USAA MUTUAL FUND, INC.
                             Aggressive Growth Fund
                            Science & Technology Fund
                                   Growth Fund
                             First Start Growth Fund
                              S&P 500 Index Fund**
                              Growth & Income Fund
                                Income Stock Fund
                                   Income Fund
                              Short-Term Bond Fund
                                Money Market Fund

                           USAA TAX EXEMPT FUND, INC.
                                 Long-Term Fund
                             Intermediate-Term Fund
                                 Short-Term Fund
                          Tax Exempt Money Market Fund
                              California Bond Fund*
                          California Money Market Fund*
                               New York Bond Fund*
                           New York Money Market Fund*
                               Virginia Bond Fund*
                           Virginia Money Market Fund*

                            USAA STATE TAX-FREE TRUST
                          Florida Tax-Free Income Fund*
                       Florida Tax-Free Money Market Fund*
                           Texas Tax-Free Income Fund*
                        Texas Tax-Free Money Market Fund*

   *   Offered only to residents of these specific states.
  **   S&P 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.

                                        6

<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 widely  diversified
portfolio. That portfolio is managed by investment professionals,  relieving the
shareholder  of the  need to make  individual  stock  or  bond  selections.  The
investor also enjoys 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 each  shareholder  owns 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, the shareholder is foregoing
some investment  decisions,  but must still make others.  The decisions foregone
are those involved with choosing  individual  securities.  The Fund Manager will
perform that function. In addition, the Manager will arrange for the safekeeping
of securities,  auditing the annual financial statements, and daily valuation of
the Fund, as well as other functions.

     The shareholder,  however,  retains at least part of the responsibility for
an equally important decision. This decision involves determining a portfolio of
mutual  funds that  balances  the  investor's  investment  goals with his or her
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 a shareholder wishes to diversify  internationally.  He
or she  could  do  this by  adding  positions  in the  Emerging  Markets,  Gold,
International,  or World Growth Funds to holdings in domestic funds.  This would
give the investor  exposure to the  opportunities  of investment in many foreign
countries and to currency changes. This is just one example of how an individual
could  combine  funds to create a portfolio  tailored to his or her own risk and
reward goals.

III.  USAA'S FAMILY OF FUNDS
The Manager offers  investors  another  alternative in its asset strategy funds,
the Income Strategy,  Growth and Tax Strategy,  Balanced  Strategy,  Cornerstone
Strategy,  and Growth  Strategy  Funds.  These  unique  mutual  funds  provide a
professionally  managed diversified  investment  portfolio within a mutual fund.
These Funds are designed for the  shareholder  who prefers to delegate the asset
allocation process to an investment manager. The Funds are structured to achieve
diversification across a number of investment categories.

     Whether you prefer to create  your own mix of mutual  funds or use an 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 which meets your needs.

                                        7

<PAGE>

                        INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE
The Fund's investment objective is capital appreciation.
     The investment  objective of the Fund cannot be changed without shareholder
approval. In view of the risks inherent in all investments in securities,  there
is no assurance that this objective will be achieved.
     The investment  policies and techniques used to pursue the Fund's objective
may be changed without shareholder approval,  except as otherwise noted. Further
information regarding the Fund's investment policies,  restrictions and risks is
provided in the SAI.

INVESTMENT POLICIES, TECHNIQUES AND RISK FACTORS
The Manager  will pursue the  objective  by investing at least 65% of the Fund's
total  assets  in  common  stocks,  preferred  stocks  or  securities  which are
convertible  into or which  carry the  right to buy  common  stocks of  emerging
market  companies.  An issuer is deemed to be an emerging market company if:
(1)  it is organized  under the laws of an emerging  market  country (as defined
     below);
(2)  the  principal  trading  market  for its  stock  is in an  emerging  market
     country; or
(3)  at least 50% of its revenues or profits are derived from operations  within
     an emerging market country or at least 50% of its assets are located within
     an emerging market country.

     Emerging  market  countries are defined for the purposes of this Prospectus
as all countries of the world excluding the following,  which are referred to as
the 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

     The economic and  political  systems of emerging  market  countries  can be
described as possessing two or more of the following attributes:
(1)  The countries in which these stock markets are found have a  less-developed
     economy than the developed countries.
(2)  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.
(3)  Sustainable  economic growth rates are higher, or potentially  higher, than
     developed countries.
(4)  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.
(5)  Personal  income levels and  consumption  are generally lower than those in
     developed countries, but may be growing at a faster rate.
(6)  The  political  system is likely to be or appear to be in greater flux than
     the above-mentioned developed countries.

                                        8

<PAGE>

     The  countries in which the Fund  expects to invest or may invest  include,
but are not limited to:

ASIA:               China, Hong Kong, India, Indonesia, Korea, Malaysia,
                    Pakistan, Philippines, Singapore, Taiwan, Thailand
AMERICAS:           Argentina, Brazil, Chile, Colombia, 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

     The  remainder  of the Fund's  assets may be  invested in  marketable  debt
securities  having  remaining  maturities  of  less  than  one  year  issued  or
guaranteed  as to both  principal  and  interest by the U.S.  Government  or its
agencies or  instrumentalities  and in repurchase  agreements  collateralized by
such securities.  The Fund may on a temporary  defensive basis invest its assets
without limitation in 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.
     In addition,  the remainder  may be invested in stocks of selected  issuers
which have  favorable  growth  prospects,  but may not be organized or otherwise
situated  in  emerging  markets.  The Fund may also invest in public and private
sector debt and fixed income  instruments of emerging market issuers,  including
Brady Bonds of selected countries, which the Manager believes have the potential
for  significant  capital  appreciation  (due,  for  example,  to the  Manager's
assessment of prospects for the issuer or its domicile country), irrespective of
any  interest or dividend  yields  payable  pursuant to such  securities.  These
latter investments may be considered to be speculative in nature.
     There are no  restrictions  as to the type of  businesses  or operations of
companies  in which the Fund may invest  except that the Fund may not invest 25%
or more of its total  assets in one  industry.  The Fund's  investments  will be
diversified in four or more countries.
     The Manager believes that attractive investment opportunities exist in many
emerging  markets,  and that  while  investing  a person's  assets  solely in an
emerging  market fund may not be suitable,  inclusion of an emerging market fund
in  a  well-diversified  portfolio may 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. Risks are
higher in these  markets  than  developed  international  markets  or the United
States. For further discussion, see SPECIAL RISK CONSIDERATIONS.

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 enter into forward currency contracts under two circumstances.
First,  when the 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.  Second, when management of the 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.  The Fund may not
hedge with  respect to a  particular  currency  for an amount  greater  than the
aggregate

                                        9

<PAGE>

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  currency  contracts  to protect the value of the Fund's
assets  against  a  decline  in the  value  of a  currency  does  not  eliminate
fluctuations  in the  value  of the  Fund's  underlying  security  holdings.  In
addition,  although the use of forward currency  contracts can minimize the risk
of loss  due to a  decline  in value of the  foreign  currency,  the use of such
contracts  will tend to limit any potential  gain  resulting from an increase in
the relative  value of the foreign  currency to the U.S.  dollar.  Under certain
circumstances,  a fund that has entered into forward currency contracts to hedge
its currency risks may be in a less favorable  position than a fund that had not
entered into such  contracts.  The  projection  of  short-term  currency  market
movements  is  extremely  difficult  and  successful  execution  of a short-term
hedging strategy is highly uncertain.

REPURCHASE  AGREEMENTS - The Fund may invest in repurchase  agreements which are
collateralized  by  obligations  backed by the full faith and credit of the U.S.
Government or by its agencies or instrumentalities.  A repurchase agreement is a
transaction in which a security is purchased  with a simultaneous  commitment to
sell the security back to the seller (a commercial bank or recognized securities
dealer) at an agreed  upon price on an agreed  upon date,  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 the 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.

WHEN-ISSUED  SECURITIES  - The Fund may invest in new issues of debt  securities
offered on a when-issued  basis;  that is, 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.  The Fund  does not earn
interest  on the  securities  until  settlement,  and the  market  value  of the
securities may fluctuate between purchase and settlement. Such securities can be
sold before settlement date.
     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, the Fund will
meet its obligations  from then available  cash, sale of segregated  securities,
sale of other securities, or sale of the when-issued securities themselves.

BRADY BONDS AND EMERGING MARKET DEBT AND FIXED INCOME INSTRUMENTS - The Fund may
invest 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

                                       10

<PAGE>

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,  the Manager will
monitor,  on a continuous basis, the liquidity of Brady Bonds held in the Fund's
portfolio.

LIQUIDITY - The Fund may not invest more than 15% of the market value of its net
assets in  securities  which are illiquid or not readily  marketable.  Rule 144A
Securities  may  be  determined  to be  liquid  in  accordance  with  guidelines
established by the Board of Trustees.

INVESTMENT RESTRICTIONS
The following  restrictions may not be changed without shareholder approval:

(1)  The Fund may not invest 25% or more of its total assets in one industry.

(2)  With respect to 75% of its assets, the Fund may not purchase  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.

(3)  The Fund may not 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),  nor will it
     purchase securities when its borrowings exceed 5% of its total assets.

SPECIAL RISK CONSIDERATIONS
The Fund will purchase  securities of emerging market issuers in foreign or U.S.
markets  or  it  may  purchase  American  Depositary  Receipts  (ADRs),   Global
Depositary   Receipts  (GDRs),  or  similar  forms  of  ownership  interests  in
securities of foreign issuers deposited with a depositary.
     Investing  in foreign  securities  presents  certain  risks not  present in
domestic   investments.   Such  risks  may  include   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  judgments  or
effecting collections thereon.  Brokerage commissions and custodial services may
be more costly, and stock trade settlements may be more lengthy, more costly and
more  difficult than in domestic  markets.  Some  investments  may be subject to
foreign withholding taxes which may reduce the effective rates of return. In the
past,  equity and debt  instruments  of foreign  markets have been more volatile
than equity and debt instruments of U.S. securities markets.
     A  developing  country can be  considered  to be a country  which is in the
initial stages of its  industrialization  cycle.  Investing in emerging  markets
poses  additional  risks  beyond  those noted  above.  Economic  structures  are
generally  less  diverse  and  mature  than  in the  developed  markets.  Due to
illiquidity  and lack of hedging  instruments,  it is presently  difficult or in
some cases impossible to hedge the currency risk in many of the markets in which
the Fund may invest.
     Political risk includes a greater potential for coup d'etats, insurrections
and  expropriation  by  governmental  organizations.  For example,  the Fund may
invest in Eastern  Europe and former  states of the Soviet  Union (also known as
the CIS or the Commonwealth of Independent States).

                                       11

<PAGE>

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 the Fund invests,  in which case the Fund may lose all
or part of its investment in that country's issuers.
     Information  which may impact the market value of securities of an emerging
market issuer may not be available to the Manager on a timely basis. The Manager
will  endeavor  to  ascertain  such  information  on as  timely  a  basis  as is
practicable,  however,  any impact on the net asset value will be deemed to have
occurred upon authentication by the Manager.

HIGH  YIELD,  HIGH  RISK  SECURITIES  - All or a  large  portion  of the  Fund's
investments  in emerging  market public and private sector debt and fixed income
instruments may be either rated below  investment  grade,  including  securities
having the lowest ratings,  as determined by nationally  recognized  statistical
rating  organizations  such as Moody's  Investors  Service,  Inc.  (Moody's)  or
Standard and Poor's  Ratings  Group  (S&P),  or unrated but judged by the Fund's
Manager to be of comparable (i.e., below investment grade) quality ("high yield,
high risk securities,"  commonly  referred to as "junk bonds").  See APPENDIX A.
Such  securities  are  deemed to be  predominantly  speculative  in terms of the
issuer's capacity to make timely payments of interest and principal.  Securities
assigned  the  lowest  credit  quality  ratings,  or judged to be of  comparable
quality,  are deemed to have extremely poor prospects of ever obtaining any real
investment standing. Such securities may include those in default of the payment
of interest or repayment of principal, or presenting an imminent risk of default
with respect to such  payments,  at the time of their  acquisition  by the Fund.
Once in default, issuers of such securities may fail to resume principal as well
as interest payments, in which case the Fund may lose its entire investment.  In
light  of  these  risks,  the Fund  will  limit  its  investments  in  defaulted
securities, at time of acquisition, to 10% of the value of its assets.
     These  securities  present  unique  risk  exposures  in that  their  market
valuations  are  especially  subject  to adverse  changes  in general  economic,
political,  or social conditions or in the industries within which their issuers
operate; to adverse changes in the overall financial condition of their issuers;
and to interest  rate  fluctuations.  During,  for  example,  periods of general
economic  downturns or rising  interest  rates,  issuers of such  securities may
experience pronounced financial  difficulties which could adversely affect their
ability to make timely interest and principal  payments.  Such conditions  would
increase the possibility of their defaulting upon these securities with the Fund
having no adequate means of effecting  collection or other legal  recourse.  The
Fund's  ability to timely and  accurately  value,  as well as dispose of,  these
securities may also be detrimentally affected by the entire absence, or periodic
discontinuance, of liquid trading markets for such securities.

                                       12

<PAGE>

                               PURCHASE OF SHARES

OPENING AN ACCOUNT
You may open an account and make an investment by any of the following  methods.
A complete,  signed  application is required  together with a check for each new
account.

TAX ID NUMBER
We require that each  shareholder  named on the account provide the Trust with a
social  security  number  or tax  identification  number to avoid  possible  tax
withholding requirements.

EFFECTIVE DATE
When you make a purchase,  your purchase price will be the net asset value (NAV)
per share next  determined  after the Fund receives your request in proper form.
The NAV of the Fund is determined at the close of the regular trading session of
the New York  Stock  Exchange  (NYSE)  each  day the  NYSE is open.  If the Fund
receives  your request prior to that time,  your purchase  price will be the NAV
per share  determined  for that day. If the Fund receives your request after the
NAV per share is calculated, the purchase will be effective on the next business
day.
     Because  of the more  lengthy  clearing  process  and the  need to  convert
foreign  currency,  a check drawn on a foreign bank will not be deemed  received
for the  purchase  of shares  until such time as the check has  cleared  and the
Manager  has  received  good  funds,  which  may  take 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.  To avoid a delay in the effective
date of your purchase,  the Manager suggests that you convert your foreign check
to U.S. dollars prior to investment in the Fund.

PURCHASE OF SHARES

MINIMUM INVESTMENTS

Initial Purchase:         $3,000 [$500 for 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.

Additional Purchases:     $50


                                       13

<PAGE>

HOW TO PURCHASE:

MAIL          o To open an account, send your application and check to:
                     USAA Investment Management Company
                     9800 Fredericksburg Rd., 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 Rd., San Antonio, TX  78288

IN PERSON     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

AUTOMATICALLY o Additional purchases on a regular basis can be deducted from a
VIA             bank account, paycheck, income-producing investment or from a
ELECTRONIC      USAA money market account. Sign up for these services when
FUNDS           opening an account or call 1-800-531-8448 to add these
TRANSFER (EFT)  services.
              o Purchases through payroll deduction ($25 minimum each pay period
                with no initial investment)can be made by any employee of USAA
                or any of its affiliated companies.

BANK WIRE     o To add to an account, 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 AC-69384998
                     Shareholder(s) Name(s)_________________
                     Shareholder(s) Account Number___________________

PHONE         o If you have an existing USAA account and would like to open a
1-800-531-8448  new account or if you would like to 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.
              o To add to an account, intermittent (as-needed) purchases
                can be deducted from your bank account through our Buy/Sell
                Service. Call for instructions.


                                       14

<PAGE>

                              REDEMPTION OF SHARES

You may redeem shares of the Fund by any of the following methods on any day the
NAV  per  share  is  calculated.  Redemptions  will  be  effective  on  the  day
instructions  are received in accordance with the  requirements set forth below.
However,  if  instructions  are  received  after the NAV per share  calculation,
redemption will be effective on the next business day.

REDEMPTION PROCEEDS
Redemption  proceeds are distributed  within seven days after the effective date
of redemption. Payment for redemption of shares purchased by check or electronic
funds  transfer  will not be disbursed  until the purchase  check or  electronic
funds  transfer  has  cleared,  which could take up to 15 days from the purchase
date. If you are considering  redeeming  shares soon after purchase,  you should
purchase by bank wire or certified check to avoid delay.
     In  addition,  the Trust may elect to suspend the  redemption  of shares or
postpone  the date of  payment  during any  period  that the NYSE is closed,  or
trading in the markets the Trust normally utilizes is restricted,  or during any
period that redemption is otherwise permitted to be suspended by the SEC.

HOW TO REDEEM:

WRITTEN,      o Send your written instructions to:
FAX, OR              USAA Shareholder Account Services
TELEGRAPH            9800 Fredericksburg Rd., San Antonio, TX 78288
              o Send a signed fax to 1-800-292-8177, or send a telegraph to
                USAA Shareholder Account Services.

     Written  redemption  requests must include the  following:  (1) a letter of
instruction or stock assignment,  and stock certificate (if issued),  specifying
the Fund  and the  number  of  shares  or  dollar  amount  to be  redeemed;  (2)
signatures  of all owners of the shares  exactly  as their  names  appear on the
account;  (3) other supporting legal documents,  if required,  as in the case of
estates, trusts, guardianships,  custodianships, partnerships, corporations, and
pension and profit-sharing plans; and (4) method of payment.

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

     Telephone  redemption is  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.
Information is obtained prior to any discussion  regarding an account including:
(1) USAA number or account number, (2) the name(s) on the account  registration,
and (3) social  security  number or tax  identification  number for the  account
registration.  In addition, all telephone  communications with a shareholder are
recorded,  and confirmations of all account transactions are sent to the address
of record.

     Redemption  by  telephone,  fax, or telegraph is not  available  for shares
represented by stock certificates.

                                       15

<PAGE>

METHODS OF PAYMENT:

BANK WIRE     o Allows redemptions to be sent directly to your bank account.

     Establish  this  service  when you apply for your  account,  or later  upon
request.   Please  obtain  precise  wiring   instructions  from  your  financial
institution.  USAA Shareholder  Account Services (Transfer Agent) deducts a wire
fee from the account for the  redemption by wire. The fee as of the date of this
Prospectus  is $10 ($25 for wires to a foreign bank) and is subject to change at
any  time.  The fee is paid to State  Street  Bank  and  Trust  Company  and the
Transfer Agent for their services in connection with the wire  redemption.  Your
financial institution may also charge a fee for receiving funds by wire.

AUTOMATICALLY o Systematic (regular) or intermittent (as-needed) redemptions can
VIA EFT         be credited to your bank account.

     Establish any of our electronic  investing services when you apply for your
account, or later upon request.

CHECK         o A check payable to the registered shareholder(s) will be mailed
REDEMPTION      to the address of record.

     This check  redemption  privilege is  automatically  established  when your
application is completed and accepted. There is a 15-day waiting period before a
check redemption can be processed  following a telephone address change.  Should
you wish to redeem  shares  within the 15 days  following  a  telephone  address
change, you may do so by providing written instructions by mail or facsimile.

                     CONDITIONS OF PURCHASE AND REDEMPTION

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

TRANSFER OF SHARES
You may transfer Fund shares to another person by sending  written  instructions
to 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.

                                       16

<PAGE>

ACCOUNT BALANCE
Beginning in September  1998,  and  occurring  each  September  thereafter,  the
Transfer  Agent  will  assess  a  small  balance  account  fee of  $12  to  each
shareholder  account  with a balance,  at the time of  assessment,  of less than
$2,000.  The fee will be used to reduce total  transfer  agency fees paid by the
Fund to the  Transfer  Agent.  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 or 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:
(1)  reject purchase or exchange orders when in the best interest of the Trust;
(2)  limit or  discontinue  the offering of shares of any portfolio of the Trust
     without notice to the shareholders;
(3)  require a signature  guarantee for  purchases,  redemptions,  or changes in
     account  information  in those  instances  where the  appropriateness  of a
     signature  authorization is in question. The section ADDITIONAL INFORMATION
     REGARDING   REDEMPTION  OF  SHARES  in  the  SAI  contains  information  on
     acceptable guarantors;
(4)  redeem an  account  with less than $900,  subject  to  certain  limitations
     described in ADDITIONAL  INFORMATION  REGARDING REDEMPTION OF SHARES in the
     SAI.

                                   EXCHANGES

EXCHANGE PRIVILEGE
The  Exchange  Privilege is  automatically  established  when you complete  your
application.  You may  exchange  shares among Funds in the USAA Family of Funds,
provided  you do not hold these  shares in stock  certificate  form and that the
shares  to be  acquired  are  offered  in  your  state  of  residence.  Exchange
redemptions and purchases will be processed  simultaneously  at the share prices
next  determined  after the exchange  order is received.  For federal income tax
purposes,  an  exchange  between  Funds is a taxable  event.  Accordingly,  when
exchanging shares, you may realize a capital gain or loss.
     The  Fund   has   undertaken   certain   procedures   regarding   telephone
transactions. SEE REDEMPTION OF SHARES - PHONE.

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. Exchanges out of
any Fund in the USAA  Family of Funds are  limited  for each  account to six per
calendar  year except that 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.

                                       17

<PAGE>

                                 OTHER SERVICES

INVESTMENT PLANS

AUTOMATIC  INVESTMENT PLANS - You may establish an automatic  investment plan by
completing the appropriate forms, if any. 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. Call the Manager to obtain instructions.  More information about
these preauthorized plans is contained in the SAI.

o INVESTART(R) - A  no initial  investment  purchase  plan.  With  this plan the
regular  minimum  initial  investment  amount is  waived if you make  subsequent
monthly  additions  of at least $50 through  electronic  funds  transfer  from a
checking or savings account.  The Manager may  periodically  offer programs that
reduce the minimum amounts for monthly electronic investments.

o 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.

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

o 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.

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

o SYSTEMATIC  WITHDRAWAL  PLAN - The periodic  redemption  of shares from one of
your  accounts  permitting  you to  receive a fixed  amount of money  monthly or
quarterly.

o RETIREMENT  PLANS - Plans are  available  for  various  forms of  IRAs and for
403(b)(7)  accounts.  Federal  taxes on  current  income may be  deferred  if an
investor qualifies.

o 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.

SHAREHOLDER STATEMENTS AND REPORTS
You will receive a confirmation after each transaction in your account except:
(1)  a  payment  you make  under  the  InveStart(R),  InvesTronic(R),  Automatic
     Purchase Plan, or Direct Purchase Service investment plans; or
(2)  a redemption you make under the Systematic Withdrawal Plan.
     At the end of each quarter,  you will receive a consolidated  statement for
all of your mutual fund  accounts,  regardless of account  activity.  The fourth
quarter  consolidated  statement will reflect all account activity for the prior
tax year.  There will be a $10 fee charged for copies of  historical  statements
for other  than the prior tax year for any one  account.  You will  receive  the
Fund's financial statements with

                                       18

<PAGE>

a summary of its investments and performance at least semiannually.
     In an effort to reduce  expenses and respond to  shareholders'  requests to
reduce mail, the Trust intends to consolidate  mailings of Annual and Semiannual
Reports to households  having multiple accounts with the same address of record.
One copy of each  report  will be  furnished  to that  address.  You may request
additional reports by notifying the Trust.

TELEPHONE ASSISTANCE
Call our telephone assistance numbers for specific forms, a copy of the SAI, the
most recent Annual Report and/or Semiannual Report, or if you have any questions
concerning any of the services offered.

                             SHARE PRICE CALCULATION

The price at which shares of the Fund are purchased and redeemed by shareholders
is equal to the NAV per share  determined on the effective  date of the purchase
or redemption.

WHEN
The NAV per share for the Fund is calculated at the close of the regular trading
session of the NYSE,  which is usually 4:00 p.m.  Eastern time.  You may buy and
sell Fund shares at the NAV per share, without a sales charge.

HOW
The NAV per share is calculated by adding the value of all  securities and other
assets in the Fund, deducting liabilities,  and dividing by the number of shares
outstanding.  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.
     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
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.
     For additional information, see VALUATION OF SECURITIES in the SAI.

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS
Net investment income will be distributed to shareholders  annually. Net capital
gains, if any, generally will be distributed at least annually. The Fund intends
to  make  such  additional  distributions  as  may be  necessary  to  avoid  the
imposition of any federal income or excise tax.
     All income  dividends  and capital  gain  distributions  are  automatically
reinvested,  unless the shareholder specifies otherwise. The share price will be
the net asset value of the Fund shares  computed on  the ex-dividend  date.  Any
income dividend or capital gain  distributions  paid by the Fund will reduce the
NAV per share by the amount of the dividend or distribution.  An investor should
consider  carefully the effects of purchasing  shares of the Fund shortly before
any dividend or distribution.

                                       19

<PAGE>

Although  in effect a return of  capital,  these  distributions  are  subject to
taxes.
     Any  dividend  or  distribution  payment  returned  to the  Manager  as not
deliverable  will  be  invested  in  the  shareholder's   Fund  account  at  the
then-current  NAV per  share.  If any  check for the  payment  of  dividends  or
distributions  is not cashed  within six months  from the date on the check,  it
becomes void. The amount of the check will then be invested in the shareholder's
Fund account at the then-current NAV per share.

FEDERAL TAXES
The following discussion relates only to generally applicable federal income tax
provisions in effect as of the date of this  Prospectus.  Note that the recently
enacted  Taxpayer Relief Act of 1997 and regulations that will likely be created
to  implement   the  Act  may  affect  the  status  and   treatment  of  certain
distributions  shareholders  receive  from the Fund.  Shareholders  are urged to
consult their own tax advisers about the status of  distributions  from the Fund
in their own states and localities.

FUND - The Fund  intends to  qualify as a  regulated  investment  company  under
Subchapter M of the Internal  Revenue  Code of 1986,  as amended (the Code).  By
complying  with the  applicable  provisions  of the  Code,  the Fund will not be
subject to federal income tax on its net investment income and net capital gains
(capital gains in excess of capital losses) distributed to shareholders.

SHAREHOLDER - Dividends from taxable net investment  income and distributions of
net short-term  capital gains are taxable to  shareholders  as ordinary  income,
whether received in cash or reinvested in additional  shares. It is not expected
that the  dividends  of the Fund will  qualify for the 70%  corporate  dividends
received deduction.
     Distributions  of net  long-term  capital  gains are  taxable as  long-term
capital gains whether received in cash or reinvested in additional  shares,  and
regardless of the length of time the investor has held the shares of the Fund.
     Redemptions,  including exchanges,  are subject to income tax, based on the
difference between the cost of shares when purchased and the price received upon
redemption or exchange.

FOREIGN TAXES - 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  shareholders  to take a credit (or a deduction) for foreign income taxes
paid by the Fund. If the Foreign Election is made, shareholders would include in
their gross  income both  dividends  received  from the Fund and foreign  income
taxes paid by the Fund.  Shareholders of the Fund would be entitled to treat the
foreign  income taxes  withheld as a credit  against their U.S.  federal  income
taxes,  subject  to the  limitations  set forth in the Code with  respect to the
foreign tax credit  generally.  Alternatively,  shareholders  could, if to their
advantage,  treat the foreign income taxes withheld as an itemized  deduction in
computing  taxable income rather than as a tax credit.  Shareholders 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.

WITHHOLDING  - The Fund is required by federal law 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 fails to
furnish the Fund

                                       20

<PAGE>

with a correct tax identification  number, who underreports dividend or interest
income, or who fails to certify that he 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 Transfer Agent,  that your tax  identification
number is correct and that you are not currently subject to backup withholding.

REPORTING - Information concerning the status of dividends and distributions for
federal income tax purposes will be mailed to shareholders annually.

                             MANAGEMENT OF THE TRUST

The business affairs of the Trust are subject to the supervision of the Board of
Trustees.
     The Manager,  USAA Investment  Management  Company (IMCO), was organized in
May 1970 and is an affiliate of United Services Automobile Association (USAA), a
large  diversified  financial  services  institution.  As of the  date  of  this
Prospectus,  the Manager had  approximately  $36 billion in total  assets  under
management.  The  Manager's  mailing  address is 9800  Fredericksburg  Rd.,  San
Antonio, TX 78288.
     Officers and  employees of the Manager are  permitted to engage in personal
securities  transactions subject to restrictions and procedures set forth in the
Joint Code of Ethics adopted by the Trust and the Manager. Such restrictions and
procedures  include  substantially  all of the  recommendations  of the Advisory
Group  of the  Investment  Company  Institute  and  comply  with SEC  rules  and
regulations.

ADVISORY AGREEMENT
The Manager serves as the manager and investment adviser of the Trust, providing
services under an Advisory Agreement.  Under the Advisory Agreement, the Manager
is  responsible  for  the  management  of  the  business   affairs,   investment
portfolios,  and placement of brokerage orders,  subject to the authority of and
supervision by the Board of Trustees.
     For its services under the Advisory Agreement, the Fund pays the Manager an
annual fee which is computed as a percentage  of the Fund's ANA,  accrued  daily
and paid  monthly.  The Fund's  management  fees were  computed  and paid at one
percent (1.00%) of ANA for the fiscal year ended May 31, 1997.

OPERATING EXPENSES
For the fiscal year ended May 31,  1997,  the total  operating  expenses for the
Fund as a percentage of the Fund's ANA equaled 1.81%.

PORTFOLIO TRANSACTIONS
Purchases  and  sales of  equity  securities  for the  Fund's  portfolio  may be
accomplished  through USAA Brokerage  Services,  a discount brokerage service of
the  Manager.  The Board of Trustees has adopted  procedures  to ensure that any
commissions paid to USAA Brokerage Services are reasonable and fair.

PORTFOLIO MANAGER
The following individual is primarily responsible for managing the Fund.
     W. Travis Selmier, II, Assistant Vice President of Equity Investments since
September  1996,  has managed the Fund since its inception in November 1994. Mr.
Selmier has 10 years  investment  management  experience and has worked for IMCO
for six 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.


                                       21

<PAGE>

                              DESCRIPTION OF SHARES

MASTER TRUST AGREEMENT
The Trust is an open-end management investment company established as a business
trust 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 an unlimited  number of
shares of beneficial interest of separate portfolios,  without par value. Eleven
such  portfolios  have  been  established,  one of  which is  described  in this
Prospectus.  The Fund is  classified  as  diversified.  Under the  Master  Trust
Agreement,  the Trustees are  authorized to create new portfolios in addition to
those already existing without shareholder approval.
     Under  the  Master  Trust  Agreement,  no  annual  or  regular  meeting  of
shareholders is required. Ordinarily, no shareholder meeting will be held unless
required  by the 1940  Act.  The  Trustees  may fill  vacancies  on the Board or
appoint  new  Trustees  provided  that  immediately  after such  action at least
two-thirds of the Trustees have been elected by  shareholders.  Shareholders are
entitled to one vote per share (with proportionate voting for fractional shares)
irrespective  of the  relative  net  asset  value  of the  shares.  For  matters
affecting an individual  portfolio,  a separate vote of the shareholders of that
portfolio is required.  Shareholders holding an aggregate of at least 10% of the
outstanding  shares of the Trust may  request a meeting of  shareholders  at any
time for the  purpose of voting to remove one or more of the  Trustees,  and the
Trust will assist  shareholders  in  communicating  with other  shareholders  in
connection with such a meeting.
     Under Massachusetts law, shareholders of any portfolio could, under certain
circumstances,  be held  personally  liable  for the  obligations  of the Trust.
However, the Master Trust Agreement disclaims  shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement,  obligation, or instrument entered into or executed by the Trust
or the Trustees.  The Master Trust Agreement provides for indemnification out of
the  Trust's  property  for all  losses and  expenses  of any  shareholder  held
personally  liable for the obligations of the Trust.  Thus, the possibility of a
shareholder  incurring  financial  loss on account of  shareholder  liability is
remote.
     As of April 30, 1998, USAA and its affiliates owned approximately 81.8% of
the Fund's  shares  and  as  such may be presumed to control the Fund.  If USAA 
decides to redeem  large  amounts  at any time,  it intends to provide the Fund 
with  adequate  time  to sell portfolio securities in an orderly manner to meet 
USAA redemptions.


                                       22

<PAGE>

                                SERVICE PROVIDERS

UNDERWRITER/           USAA Investment Management Company
DISTRIBUTOR            9800 Fredericksburg Rd., San Antonio, Texas  78288.

TRANSFER               USAA Shareholder Account Services
AGENT                  9800 Fredericksburg Rd., San Antonio, Texas  78288.

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

LEGAL                  Goodwin, Procter & Hoar LLP
COUNSEL                Exchange Place, Boston, Massachusetts  02109.

INDEPENDENT            KPMG Peat Marwick LLP
AUDITORS               112 East Pecan, Suite 2400, San Antonio, Texas  78205.

- --------------------------------------------------------------------------------

                              TELEPHONE ASSISTANCE

                         (Call toll free - Central Time)
                      Monday-Friday 8:00 a.m. to 8:00 p.m.
                        Saturday 8:30 a.m. to 5:00 p.m.

                    For further 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 24 HOUR SERVICE

                            MUTUAL FUND PRICE QUOTES
                                (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
- --------------------------------------------------------------------------------

                                       23

<PAGE>

                         APPENDIX A - CORPORATE RATINGS

MOODY'S CORPORATE RATINGS

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

  BB    Debt rated BB has less  near-term  vulnerability  to default  than other
        speculative  issues.  However,  it faces major ongoing  uncertainties or
        exposure to adverse business,  financial,  or economic  conditions which
        could lead to inadequate  capacity to meet timely interest and principal
        payments.  This rating  category is also used for debt  subordinated  to
        senior debt that is assigned an actual or implied BBB- rating.

  B     Debt rated B has a greater  vulnerability  to default but  currently has
        the capacity to meet interest payments and principal repayments. Adverse
        business,  financial, or economic conditions will likely impair capacity
        or willingness to pay interest and repay principal. This rating category
        is also used for debt  subordinated  to senior  debt that is assigned an
        actual or implied BB or BB- rating.

                                       24

<PAGE>


  CCC   Debt rated CCC has a currently  identifiable  vulnerability  to default,
        and is  dependent  upon  favorable  business,  financial,  and  economic
        conditions  to  meet  timely   payment  of  interest  and  repayment  of
        principal.  In the event of adverse  business,  financial,  or  economic
        conditions,  these  bonds  are not  likely to have the  capacity  to pay
        interest and repay  principal.  The CCC rating category is also used for
        debt subordinated to senior debt that is assigned an actual or implied B
        or B- rating.

  CC    The rating CC is typically  applied to debt  subordinated to senior debt
        that is assigned an actual or implied CCC rating.

  C     The rating C typically  is applied to debt  subordinated  to senior debt
        which is assigned an actual or implied CCC- debt rating. This rating may
        be used to cover a situation where a bankruptcy petition has been filed,
        but debt service payments are continued.

  CI    The rating CI is reserved for income bonds on which no interest is being
        paid.

  D     Debt rated D is in payment  default.  This rating  category is used when
        interest  payments or  principal  payments  are not made on the date due
        even if the applicable grace period has not expired, unless S&P believes
        that such payments  will be made during such grace  period.  This rating
        also  will be used  upon the  filing of a  bankruptcy  petition  if debt
        service payments are jeopardized.

        PLUS (+) OR MINUS (-):  THE  RATINGS  FROM BBB 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 SAI.

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