USAA INVESTMENT TRUST
497, 1999-10-04
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                                USAA CORNERSTONE
                                 STRATEGY FUND

                                   PROSPECTUS

                                OCTOBER 1, 1999

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........................ 14
How to Invest............................................................ 16
Important Information About Purchases and Redemptions.................... 20
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 preset target ranges, we will
invest the Fund's assets mostly in stocks (divided into the categories of U.S.,
international,  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.

*  MARKET RISK involves the possibility that  the Fund's  investments in stocks
   will  decline in  a down stock  market,  reducing  the value of a  company's
   stock, regardless of the success or failure of that company's operations.

*  INTEREST  RATE RISK  involves the  possibility  that the value of the Fund's
   investments in U.S. government  securities will fluctuate because of changes
   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.

*  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.

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

                                       2
<PAGE>
*  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 also a risk of 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 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 . . .

   * You  are seeking a fund  that will  diversify  your  holdings among a wide
     variety of investment categories.
   * You are willing to accept moderate risk.
   * You are willing to take some exposure to the stock market.
   * 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 . . .

   * You need steady income.
   * You are unwilling to take greater risk for long-term goals.
   * 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 this  Fund  will
fluctuate with the changing market values of the investments in the Fund.

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.
[SIDE BAR]
     TOTAL RETURN  MEASURES THE PRICE CHANGE  ASSUMING THE  REINVESTMENT OF ALL
     DIVIDEND INCOME AND CAPITAL GAIN DISTRIBUTIONS.

[BAR CHART]

                               CALENDER    TOTAL
                                 YEAR     RETURN

                                 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%
                                 1998       2.01%

     THE FUND'S TOTAL RETURN FOR THE SIX-MONTH  PERIOD ENDED JUNE 30, 1999, WAS
     5.39%.

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 -10.72% (quarter ending September 30, 1998).

The table below shows how the Fund's average annual total 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, 1998)               1 Year    5 Years   10 Years      Fund
- -------------------------------------------------------------------------------
 Cornerstone Strategy Fund        2.01%    10.25%     10.68%      12.18%
- -------------------------------------------------------------------------------
 S&P 500 Index*                  28.60%    24.05%     19.19%      18.80%
===============================================================================

  *THE  S&P  500  INDEX  IS  A  BROAD-BASED   COMPOSITE  UNMANAGED  INDEX  THAT
   REPRESENTS THE WEIGHTED  AVERAGE  PERFORMANCE OF A GROUP OF 500 WIDELY HELD,
   PUBLICLY TRADED STOCKS.

[SIDE BAR]
                               [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.
The value of your  shares  may go up or down.  For the most  current  price and
return   information  for  this  Fund,  you  may  call  USAA   TouchLine(R)  at
1-800-531-8777.  Press 1 for the Mutual Fund Menu, press 1 again for prices and
returns. Then, press 51# when asked for the Fund Code.

                                       4
<PAGE>

You may 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."
[SIDE BAR]

                                   NEWSPAPER
                                     SYMBOL
                                    CrnstStr

                                    TICKER
                                     SYMBOL
                                     USCRX
FEES AND EXPENSES

This summary shows what it will cost you, directly and indirectly, to invest in
this Fund.

Shareholder Transaction Expenses -- (Direct Costs)

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 -- (Indirect Costs)

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, 1999,  and are  calculated as a percentage of average
net assets.

[SIDE BAR]
     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  cost of  investing  in this 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
     =============================================================

                                       5
<PAGE>
FUND INVESTMENTS

Principal Investment Strategies and Risks

  Q  What is the Fund's principal investment strategy?

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

[BAR CHART]

                                     PERCENTAGE TARGET RANGE
                                           OF NET ASSETS

          INVESTMENT CATEGORY

          U.S. STOCKS                          25-55%
          INTERNATIONAL STOCKS                 25-35%
          U.S. GOVERNMENT SECURITIES           15-30%
          REAL ESTATE SECURITIES                5-20%
          GOLD SECURITIES                       0-10%

The ranges allow for a variance  within each  investment  category.  The Fund's
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  Why were these investment categories and target ranges selected?

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

                                       6
<PAGE>
     appreciation.  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 U.S.  Government  Securities
     category  was  selected  to  provide  safety of  principal  in  periods of
     deflation. 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.  This 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 45% in U.S. stocks, 25% in
     international  stocks,  15% in  U.S.  government  securities,  10% in real
     estate securities, and 5% in gold securities. During the quarter, a strong
     stock market  coupled  with weak real estate and gold markets  could leave
     the portfolio with 57% in U.S. stocks, 25% in international stocks, 15% in
     U.S. government securities,  3% in real estate securities,  and 0% in gold
     securities.  In this  case,  we would  sell U.S.  stocks and could use the
     proceeds  to buy more real  estate  securities  in order to bring the U.S.
     stocks and the real estate securities back to within their target ranges.

[CAUTION LIGHT]
REBALANCING  RISK. 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

                                       7
<PAGE>
higher proportion of capital gains and a lower return than a fund that does not
have a rebalancing policy.

U.S. Stocks

  Q  What types of U.S. stocks will be included in the Fund's portfolio?

  A  The Fund's  portfolio will consist of  a blend of  growth and value stocks
     of  companies  organized  under the laws of a  state  or  territory of the
     United States.

[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 a 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 U.S. stocks made?

  A  The factors we evaluate to select stocks include:

     * company's competitive position,
     * management's  abilities,
     * company's growth prospects,
     * company's financial position,
     * above factors relative to the stock's current price.

     The process of selling a stock  begins  when one or more of these  factors
     changes for the worse.

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.

                                       8
<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:

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

[CAUTION LIGHT]
FOREIGN  INVESTING RISK.  Investing in foreign  securities  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;  difficulties in
obtaining legal judgments;  and foreign withholding taxes. Two forms of foreign
investing risk are emerging markets risk and political risk.

*    EMERGING MARKETS  RISK.  Investments  in  countries  that are in the early
     stages of  their  industrial  development  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.

*    POLITICAL  RISK.  Political  risk  includes a greater potential  for coups
     d'etat, revolts, and expropriation by governmental organizations.

  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.

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

                                       9
<PAGE>
of rising  interest  rates.  Bond  prices are linked to the  prevailing  market
interest rates. In general, when interest rates rise, bond prices fall and when
interest  rates fall,  bond prices 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,  we 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  that  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 for the Fund or to change the potential return
     characteristics of this investment category.

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.

                                      10
<PAGE>
  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 that 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 that 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.

  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  We will invest at least 80% of the Fund's assets  devoted to this category
     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,

                                      11
<PAGE>
     preferred  stocks,   securities   convertible  into  common  stocks,   and
     securities that carry the right to buy common stocks.

[CAUTION LIGHT]
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.

FUND MANAGEMENT

USAA  Investment  Management  Company serves as the manager and  distributor of
this  Fund.  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  $40  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 Fund's 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,  1999.  We also
provide   services  related  to  selling  the  Fund's  shares  and  receive  no
compensation for those services.

Portfolio Transactions

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

                                      12
<PAGE>

Portfolio Managers
[PHOTOGRAPH PORTFOLIO MANAGER] R. DAVID ULLOM

U.S. STOCKS

R. David Ullom,  Assistant Vice President of Equity Investments,  is the Fund's
asset allocation  manager and has managed the U.S. Stocks  investment  category
since August 1998. He has 24 years  investment  management  experience  and has
worked for us for 13 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.

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

David G. Peebles,  Senior Vice President of Equity Investments,  has managed or
co-managed the International Stocks investment category since December 1994. He
has 33 years  investment  management  experience  and has  worked for us for 15
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,  Assistant  Vice  President  of Equity  Investments,  has
co-managed the International  Stocks investment category since October 1996. He
has 15 years investment  management  experience and has worked for us for eight
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.

                                      13
<PAGE>
W. Travis  Selmier,  II,  Assistant Vice President of Equity  Investments,  has
co-managed the International  Stocks investment category since October 1996. He
has 12 years investment  management  experience and has worked for us for eight
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.

U.S. GOVERNMENT SECURITIES
[PHOTOGRAPH 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 30 years of investment  management  experience and has worked for us for
29 years.  Mr.  Saunders  earned the CFA designation in 1976 and is a member of
AIMR and SAFAS. He holds a BS from Portland State University, Oregon.

GOLD AND REAL ESTATE SECURITIES
[PHOTOGRAPH 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 25 years of  investment  management  experience  and has
worked for us for 11 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.

                                      14
<PAGE>
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 a much more 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
member  service   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.

                                      15
<PAGE>
===============================================================================
  Fund                    Investment Objective                 Invests in
- -------------------------------------------------------------------------------
Income              Seek high current return, with          bonds and stocks
Strategy            reduced risk over time, through
Fund                an asset allocation strategy that
                    emphasizes income and gives
                    secondary emphasis to long-term
                    growth of capital.

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

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

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

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

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

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),  phone,  or Internet.  A
complete, signed application is required to open your initial account. However,
after  you open your  initial

                                      16
<PAGE>
account with us, you will not need to fill out another application to invest in
another Fund 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  four- to six-week  delay in the effective  date of
your  purchase.  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]

*  $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

*  $50

HOW TO PURCHASE

MAIL
[ENVELOPE GRAPHIC]

*  To open an account, send your application and check to:
     USAA Investment Management Company
     9800 Fredericksburg Road
     San Antonio, TX 78288

                                      17
<PAGE>
*  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]

*  To open an  account,  bring your  application  and check to our San  Antonio
   investment  sales and service  office at:
     USAA  Federal  Savings  Bank 10750
     Robert F. McDermott Freeway
     San Antonio, TX 78288

BANK WIRE
[BANK WIRE GRAPHIC]

*  To open or add to  your 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 Cornerstone Strategy Fund
       USAA Account Number: 69384998
       Shareholder(s) Name(s) ______________________________________________
       Shareholder(s) Mutual Fund Account Number ___________________________

ELECTRONIC FUNDS TRANSFER
[CALENDER GRAPHIC]

*  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 (IN SAN ANTONIO, 456-7202)
[TELEPHONE GRAPHIC]

*  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.

USAA TOUCHLINE(R) 1-800-531-8777 (IN SAN ANTONIO, 498-8777)
[TELEPHONE GRAPHIC] TOUCHLINE(R)

*  In addition to obtaining  account balance  information,  last  transactions,
   current fund prices,  and return information for your Fund, you can use USAA
   TouchLine(R)  from any touch-tone  phone to access your Fund account to make
   selected purchases, exchange to another USAA Fund, or make redemptions. This
   service is available  with an Electronic  Services  Agreement  (ESA) and EFT
   Buy/Sell authorization on file.

                                      18
<PAGE>
INTERNET ACCESS - WWW.USAA.COM
[COMPUTER GRAPHIC]

*  You  can  use  your  personal   computer  to  perform  certain  mutual  fund
   transactions by accessing our web site. To establish access to your account,
   you will need to call  1-800-461-3507  to obtain a  registration  number and
   personal  identification  number (PIN).  Once you have established  Internet
   access to your  account,  you will be able to open a new mutual fund account
   within an  existing  registration,  exchange  to  another  USAA  Fund,  make
   redemptions,  review account  activity,  check balances,  and more. To place
   orders by Internet, an ESA and EFT Buy/Sell authorization must be on file.

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), your 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.  For federal
income tax purposes,  a redemption  is a taxable  event;  and as such,  you may
realize a capital gain or loss.  Such capital gains or losses are based on your
cost basis in the shares and the price received upon redemption.

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

HOW TO REDEEM

MAIL, IN PERSON, FAX, TELEGRAM, TELEPHONE, OR INTERNET
[FAX MACHINE GRAPHIC]

*  Send your written instructions to:
     USAA Shareholder Account Services
     9800 Fredericksburg Road
     San Antonio, TX 78288
*  Visit a  member  service representative at our  San Antonio investment sales
   and service  office  at  USAA  Federal  Savings  Bank.
*  Send a signed fax to 1-800-292-8177, or send a telegram to USAA Shareholder
   Account Services.
*  Call  toll free  1-800-531-8448  (in San  Antonio,  456-7202)  to speak with
   a member service  representative.

                                      19
<PAGE>
*  Call  toll  free  1-800-531-8777  (in San  Antonio, 498-8777) to access  our
   24-hour USAA TouchLine(R) service.
*  Access our Internet web site at www.usaa.com.

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  and/or  account  number,  (2)  the  name(s)  on the  account
registration,  and (3)  social  security/tax  identification  number or date of
birth  of  the  registered  account  owner(s)  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,
telegram, or Internet 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 assist 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).

                                      20
<PAGE>
Fund Rights

The Fund reserves the right to:

*  reject purchase or exchange orders when in the best interest of the Fund;

*  limit or discontinue the offering  of shares of  the Fund  without notice to
   the shareholders;

*  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);

*  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.  Exchanges  made through USAA  TouchLine(R)
and the Internet  require an ESA and EFT Buy/Sell  authorization on file. After
we receive the exchange orders,  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  your cost basis in the shares 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).

                                      21
<PAGE>
SHAREHOLDER INFORMATION

Share Price Calculation
[SIDE BAR]
                                 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
valued at the last quoted sales price, or the most recently  determined closing
price calculated  according to local market  convention,  available at the time
the Fund is valued.  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 Fund's
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 Fund's  Board of  Trustees.  Securities  that
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 Fund's Board of Trustees.

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

                                      22
<PAGE>

Dividends and Distributions

The Fund pays net  investment  income  dividends  yearly.  Any net capital gain
distribution usually occurs within 60 days of the May 31 fiscal year end, which
would be  somewhere  around  the end 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  in the Fund unless you instruct us differently.  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  on the  ex-dividend
date.  You should  consider  carefully the effects of purchasing  shares of the
Fund  shortly  before  any  dividend  or  distribution.  Some  or all of  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.  Because  each
investor's tax circumstances are unique and because the tax laws are subject to
change, we recommend that you consult your tax adviser about your investment.

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.

                                      23
<PAGE>

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:

*  fails to  furnish  the Fund  with a  correct  tax  identification  number,
*  underreports  dividend or interest income, or
*  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 are  confident  that our  critical
systems  are  essentially  prepared  for the Year  2000.  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 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 years.  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 LLP, whose report,
along with the Fund's financial statements,  are included in the Annual Report,
which is available upon request.

                                         Year Ended May 31,
                          -----------------------------------------------------
                            1999        1998       1997        1996       1995
                          -----------------------------------------------------
Net asset value at
  beginning of period   $    29.89  $    27.96  $    25.47 $    22.63 $   23.24
Net investment income          .88         .77         .74        .73       .68
Net realized and
  unrealized gain (loss)     (1.14)       3.78        3.37       3.18       .67
Distributions from net
  investment income           (.81)       (.72)       (.78)      (.74)     (.58)
Distributions of realized
  capital gains              (1.53)      (1.90)       (.84)      (.33)    (1.38)
                          -----------------------------------------------------
Net asset value at
  end of period         $    27.29  $    29.89  $    27.96 $    25.47 $   22.63
                          =====================================================
Total return (%)*             (.74)      17.15       16.94      17.79      6.43
Net assets at end of
  period (000)          $1,257,817  $1,500,258  $1,263,355 $1,035,844 $ 874,587
Ratio of expenses to
  average net assets (%)      1.05        1.01        1.06       1.15      1.13
Ratio of net investment
  income to average net
  assets (%)                  3.12        2.64        2.88       3.06      3.16
Portfolio turnover (%)       46.27       32.73       35.14      36.15     33.17
- -------
*  Assumes reinvestment of all dividend  income and  capital gain distributions
   during the period.

                                      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.  We 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 and desires to "lock in" the U.S.  dollar price of the security  until
settlement.

REPURCHASE AGREEMENTS

We  may  invest  the  Fund's   assets  in   repurchase   agreements   that  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.

*  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.

VARIABLE RATE SECURITIES

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

*  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.

                                      26
<PAGE>
*  Because the interest  rates of  variable rate  securities  are  periodically
   adjusted  to reflect  current  market  rates,  their  market  value is  less
   affected by changes in prevailing  interest  rates than the market  value of
   securities with fixed interest rates.

*  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 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.

ILLIQUID SECURITIES

We may  invest  up to 15% of the  Fund's  net  assets  in  securities  that are
illiquid.  Illiquid securities are those securities which cannot be disposed of
in the ordinary course of business,  seven days or less, at  approximately  the
same 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 that 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 that issues a receipt evidencing ownership.  Dividends are
paid in U.S. dollars.

                                      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 the mutual funds managed and
distributed  by USAA  Investment  Management  Company,  including  charges  and
operating  expenses,  call us for a  Prospectus.  Read it carefully  before you
invest.  Mutual fund operating expenses apply and continue  throughout the life
of the Fund.

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

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

     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.

     SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.

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

     AN  INVESTMENT  IN A MONEY MARKET FUND 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.

     THE  SCIENCE  &  TECHNOLOGY  FUND MAY BE MORE  VOLATILE  THAN A FUND  THAT
     DIVERSIFIES ACROSS MANY INDUSTRIES

                                      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                         Custodian
    USAA Shareholder Account Services     State Street Bank and Trust Company
          9800 Fredericksburg Road                   P.O. Box 1713
          San Antonio, Texas 78288             Boston, Massachusetts 02105
            ---------------------------------------------------------
                           Telephone Assistance Hours
                          Call toll free - Central Time
                     Monday - Friday 7:00 a.m. to 9:00 p.m.
                         Saturday 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 USAA TouchLine(R)
                          (from touch-tone phones only)
               For account balance, last transaction, fund prices,
                      or to exchange or redeem fund shares
                    1-800-531-8777, (in San Antonio) 498-8777
            ---------------------------------------------------------
                                 Internet Access
                                  www.usaa.com
================================================================================

                    Investment Company Act File No. 811-4019
<PAGE>
                                  USAA GROWTH
                                 STRATEGY FUND

                                   PROSPECTUS
                                OCTOBER 1, 1999

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........................ 16
How to Invest............................................................ 18
Important Information About Purchases and Redemptions.................... 22
Exchanges................................................................ 23
Shareholder Information.................................................. 23
Financial Highlights..................................................... 27
Appendix A .............................................................. 28
Appendix B .............................................................. 31

<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  emphasizes  capital
appreciation  and gives  secondary  emphasis  to income.  Using  preset  target
ranges,  we will invest the Fund's  assets  mostly in stocks  (divided into the
categories of large cap, small cap, and  international) 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.

*   MARKET RISK involves the possibility that the Fund's  investments in stocks
    will  decline in a down stock  market,  reducing  the value of a  company's
    stock, regardless of the success or failure of that company's operations.

*   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.

*   INTEREST  RATE RISK involves the  possibility  that the value of the Fund's
    investments  will  fluctuate  because  of  changes 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.

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

                                       2
<PAGE>
Another risk of the Fund described later in the Prospectus includes rebalancing
risk. As with other mutual  funds,  losing money is also a risk of 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 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 . . .

  *  You are  seeking a fund that will  diversify  your  holdings  among a wide
     variety of investment categories.
  *  You are willing to accept moderate to high risk.
  *  You are willing to take some exposure to the stock market.
  *  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 . . .

  *  You are unwilling to take greater risk for long-term goals.
  *  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 this  Fund  will
fluctuate with the changing market values of the investments in the Fund.

The bar  chart,  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

[SIDE BAR]
     TOTAL RETURN  MEASURES THE PRICE CHANGE  ASSUMING THE  REINVESTMENT OF ALL
     DIVIDEND INCOME AND CAPITAL GAIN DISTRIBUTIONS.

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

[BAR CHART]

                                 CALENDER   TOTAL
                                   YEAR    RETURN
                                 1996      22.13%
                                 1997       9.10%
                                 1998      14.98%

                  *FUND BEGAN OPERATIONS ON SEPTEMBER 1, 1995.

     THE FUND'S TOTAL RETURN FOR THE SIX-MONTH  PERIOD ENDED JUNE 30, 1999, WAS
     8.65%.

During the  periods  shown in the bar chart,  the  highest  total  return for a
quarter was 20.93%  (quarter  ending  December  31,  1998) and the lowest total
return for a quarter was -14.07% (quarter ending September 30, 1998).

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, 1998)                 1 Year             September 1, 1998
- -------------------------------------------------------------------------------
  Growth Strategy Fund             14.98%                   15.82%
- -------------------------------------------------------------------------------
  S&P 500 Index*                   28.60%                   28.88%
===============================================================================

  * THE  S&P  500  INDEX  IS  A  BROAD-BASED  COMPOSITE  UNMANAGED  INDEX  THAT
    REPRESENTS THE WEIGHTED AVERAGE  PERFORMANCE OF A GROUP OF 500 WIDELY HELD,
    PUBLICLY TRADED STOCKS.

                                       4
<PAGE>
Please  consider  performance  information  in light of the  Fund's  investment
objective and policies and market  conditions during the reported time periods.
For the most current price and return  information  for this Fund, you may call
USAA 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.

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

You may 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."

[SIDE BAR]
                                   NEWSPAPER
                                    SYMBOL
                                     GrStr

                                    TICKER
                                    SYMBOL
                                     USGXS

FEES AND EXPENSES

This summary shows what it will cost you, directly and indirectly, to invest in
this Fund.

Shareholder Transaction Expenses -- (Direct Costs)

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 -- (Indirect Costs)

[SIDE BAR]
     12b-1 FEES-SOME MUTUAL FUNDS CHARGE THESE FEES TO PAY FOR  ADVERTISING AND
     OTHER COSTS OF SELLING FUND SHARES.

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, 1999,  and are  calculated as a percentage of average
net assets.

         ==================================================
             Management Fees                         .75%
             Distribution (12b-1) Fees               None
             Other Expenses                          .53%
                                                    =====
             Total Annual Fund Operating Expenses   1.28%
                                                    -----
        ===================================================

Example of Effect of the Fund's Operating Expenses

This example is intended to help you compare the cost of investing in this 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...............$   130
                    3 years..............    406
                    5 years..............    702
                   10 years..............  1,545
        ===================================================

FUND INVESTMENTS

Principal Investment Strategies and Risks

  Q  What is the Fund's principal investment strategy?

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

[BAR CHART]
                                      PERCENTAGE TARGET RANGE
                                            OF NET ASSETS

          INVESTMENT CATEGORY

          LARGE CAP STOCKS                     40-75%
          SMALL CAP STOCKS                      0-20%
          INTERNATIONAL STOCKS                 10-30%
          BONDS                                10-35%
          MONEY MARKET INSTRUMENTS              0-20%

The ranges allow for a variance  within each  investment  category.  The Fund's
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

                                       6
<PAGE>
     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  Why were these investment categories and target ranges selected?

  A  The  investment  categories  and 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.  This 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  55% in large cap stocks,
     15% in small cap stocks, 15% in international stocks, 10% in bonds, and 5%
     in money market  instruments.  During the quarter,  due to market returns,
     the Fund's portfolio could hold 35% in large cap stocks,  40% in small cap
     stocks,  15% in international  stocks, 5% in bonds, and 5% in money market
     instruments.  In this  case,  we would  sell  small cap stocks and use the
     proceeds  to buy  large  cap  stocks  and  bonds to bring  the  investment
     categories back to within their target ranges.

[CAUTION LIGHT]
REBALANCING  RISK. 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

                                       7
<PAGE>
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.

Large Cap Stocks

  Q  What defines large cap stocks?

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

  A  Large cap stocks are those of companies that have a market  capitalization
     larger than the largest  market  capitalization  stock in the S&P SmallCap
     600  Index  at the time of  purchase.  As of June 30,  1999,  the  largest
     company in the S&P SmallCap 600 Index had a market capitalization of $2.58
     billion.  Keep in mind that the  market  capitalization  of the  companies
     listed in the index may change with market  conditions and the composition
     of the index. They may include real estate investment trusts (REITs).

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

  A  The Fund may continue to hold or purchase  more of a security of a company
     whose  market   capitalization  has  declined  below  the  largest  market
     capitalization stock of the S&P SmallCap 600 Index.  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:

     * a company's  strategic position in its industry,
     * sales and earnings growth,
     * cash flow,
     * book value, and
     * 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
     equal to or lower than that of the largest market  capitalization stock in
     the S&P SmallCap 600 Index 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 the benchmark?

  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  the  largest  market  capitalization  stock  in the  S&P
     SmallCap 600 Index. 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:

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

[CAUTION LIGHT]
FOREIGN  INVESTING RISK.  Investing in foreign  securities  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;  difficulties in
obtaining legal judgments;  and foreign withholding taxes. Two forms of foreign
investing risk are emerging markets risk and political risk.

*  EMERGING MARKETS RISK. Investments in countries that are in the early stages
   of their industrial development 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.

*  POLITICAL  RISK.  Political  risk  includes  a greater  potential  for coups
   d'etat, revolts, and expropriation by governmental organizations.

  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

                                      10
<PAGE>
     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 a 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 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:

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

     For a further description of these securities, see APPENDIX A on page 28.

[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, bond prices fall and when interest rates
fall,  bond prices  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.

                                      11
<PAGE>
  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
===============================================================================

     If unrated by these agencies, we must determine that the 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

                                      12
<PAGE>
     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 Fund's 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,  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  are
     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:

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

For additional  information  about other  securities in which we may invest the
Fund's assets, see APPENDIX A on page 28.

FUND MANAGEMENT

USAA  Investment  Management  Company serves as the manager and  distributor of
this  Fund.  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  $40  billion  in total  assets  under
management.  Our mailing address is 9800  Fredericksburg  Road, San Antonio, TX
78288.

                                      13
<PAGE>
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 Fund's 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,  1999.  We also
provide   services  related  to  selling  the  Fund's  shares  and  receive  no
compensation for those services.

Portfolio Transactions

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

Portfolio Managers
[PHOTOGRAPH 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 LUNDMARK, PAMELA BLEDSOE NOBLE,
     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 16 years investment management experience
working  for us. Mr.  Parsons  earned the  Chartered  Financial  Analyst  (CFA)
designation  in  1986  and  is a  member

                                      14
<PAGE>
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 21 years investment  management experience and has worked for us
for ten years. 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.

Mr. Efron has 24 years investment  management  experience and has worked for us
for seven 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 15 years investment management experience and has worked
for us for eight 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,  Senior Vice President of Equity Investments,  has co-managed
the  International  Stocks  investment  category  since October 1996. He has 33
years investment  management experience and has worked for us for 15 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 12 years investment  management  experience and has worked for us for eight
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.

                                      15
<PAGE>
BONDS

Paul H. Lundmark,  Assistant Vice  President of Fixed Income  Investments,  has
managed the Bonds  investment  category since  September  1995. He has 13 years
investment  management  experience  and has worked for us for seven 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  Bledsoe  Noble,  Assistant  Vice  President of Money Market Funds,  has
managed the Money Market  Instruments  investment  category since May 1996. She
has 11 years investment  management  experience and has worked for us for eight
years. Ms. Noble 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.

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.

                                      16
<PAGE>
Asset  allocation can work because  different  kinds of  investments  generally
follow  different  up-and-down  cycles.  With a variety of  investments in your
portfolio, some are probably doing well, even when others are struggling.

II. Using Asset Allocation in an Investment Program

Most investors understand the concept of diversification,  but asset allocation
goes beyond diversifying your portfolio;  it's a much more 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
member  service   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
Fund                an asset allocation strategy that
                    emphasizes income and gives
                    secondary emphasis to long-term
                    growth of capital.

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

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

                                      17
<PAGE>
CONTINUED
- -------------------------------------------------------------------------------
Fund                    Investment Objective                 Invests in
- -------------------------------------------------------------------------------
Cornerstone         Achieve a positive inflation-           U.S. stocks,
Strategy            adjusted rate of return and a           International,
Fund                reasonably stable value of Fund         stocks, government
                    shares, thereby preserving              securities, real
                    purchasing power of shareholders'       estate securities,
                    capital.                                and gold securities

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

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

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),  phone,  or Internet.  A
complete, signed application is required to open your initial account. However,
after  you open your  initial  account  with us,  you will not need to fill out
another  application  to invest in  another  Fund  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

                                      18
<PAGE>
(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  four- to six-week  delay in the effective  date of
your  purchase.  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]

*  $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

*  $50

HOW TO PURCHASE

MAIL
[ENVELOPE GRAPHIC]

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

IN PERSON
[HANDSHAKE GRAPHIC]

*  To open an account,  bring  your application and check to our San Antonio
   investment  sales and service office at:
     USAA Federal Savings Bank 10750
     Robert F. McDermott Freeway
     San Antonio, TX 78288

                                      19
<PAGE>
BANK WIRE
[BANK WIRE GRAPHIC]

*  To open or add to your 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 Growth Strategy Fund
       USAA Account Number: 69384998
       Shareholder(s) Name(s) _____________________________________________
       Shareholder(s) Mutual Fund Account Number __________________________

ELECTRONIC FUNDS TRANSFER
[CALENDER GRAPHIC]

*  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 (IN SAN ANTONIO, 456-7202)
[TELEPHONE GRAPHIC]

*  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.

USAA TOUCHLINE(R) 1-800-531-8777 (IN SAN ANTONIO, 498-8777)
[TELEPHONE GRAPHIC] TOUCHLINE(R)

*  In addition to obtaining  account balance  information,  last  transactions,
   current fund prices,  and return information for your Fund, you can use USAA
   TouchLine(R)  from any touch-tone  phone to access your Fund account to make
   selected purchases, exchange to another USAA Fund, or make redemptions. This
   service is available  with an Electronic  Services  Agreement  (ESA) and EFT
   Buy/Sell authorization on file.

INTERNET ACCESS - WWW.USAA.COM
[COMPUTER GRAPHIC]

*  You  can  use  your  personal   computer  to  perform  certain  mutual  fund
   transactions by accessing our web site. To establish access to your account,
   you will need to call  1-800-461-3507  to obtain a  registration  number and
   personal  identification  number (PIN).  Once you have established  Internet
   access to your  account,  you will be able to open a new mutual fund account
   within an  existing  registration,  exchange  to  another  USAA  Fund,  make
   redemptions,  review account  activity,  check balances,  and more. To place
   orders by Internet, an ESA and EFT Buy/Sell authorization must be on file.

                                      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), your 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.  For federal
income tax purposes,  a redemption  is a taxable  event;  and as such,  you may
realize a capital gain or loss.  Such capital gains or losses are based on your
cost basis in the shares and the price received upon redemption.

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

HOW TO REDEEM

MAIL, IN PERSON, FAX, TELEGRAM, TELEPHONE, OR INTERNET
[FAX MACHINE GRAPHIC]

*  Send your written instructions to:
     USAA Shareholder Account Services
     9800 Fredericksburg Road
     San Antonio, TX 78288
*  Visit a member service representative at our San Antonio investment sales and
   service  office  at  USAA  Federal  Savings  Bank.
*  Send  a  signed  fax   to   1-800-292-8177,  or  send  a  telegram  to  USAA
   Shareholder Account Services.
*  all  toll  free  1-800-531-8448 (in San  Antonio,  456-7202) to speak with a
   member service  representative.
*  Call  toll  free  1-800-531-8777  (in  San  Antonio, 498-8777) to access our
   24-hour USAA TouchLine(R) service.
*  Access our Internet web site at www.usaa.com.

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  and/or  account  number,  (2)  the  name(s)  on the  account
registration,  and (3)  social  security/tax  identification  number or date of
birth  of  the  registered  account  owner(s)

                                      21
<PAGE>
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, telegram, or Internet is not available.

IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

Investor's Guide to USAA Mutual Fund Services
[INVESTER'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 assist 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).

Fund Rights

The Fund reserves the right to:

*  reject purchase or exchange  orders when in the best interest of the Fund;

*  limit or discontinue the offering of shares of the Fund without notice to the
   shareholders;

*  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);

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

                                      22
<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.  Exchanges  made through USAA  TouchLine(R)
and the Internet  require an ESA and EFT Buy/Sell  authorization on file. After
we receive the exchange orders,  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  your cost basis in the shares 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
[SIDE BAR]
                                 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
valued at the last quoted sales price, or the most recently  determined closing
price calculated  according to local market  convention,

                                      23
<PAGE>
available at the time the Fund is valued.  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 Fund's
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 Fund's  Board of  Trustees.  Securities  that
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 Fund's 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 60 days of the May 31 fiscal year end, which
would be  somewhere  around  the end 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  in the Fund unless you instruct us differently.  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  on the  ex-dividend
date.  You should  consider  carefully the effects of purchasing  shares of the
Fund  shortly  before  any  dividend  or  distribution.  Some  or all of  these
dividends and distributions are subject to taxes.

                                      24
<PAGE>
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.  Because  each
investor's tax circumstances are unique and because the tax laws are subject to
change, we recommend that you consult your tax adviser about your investment.

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.

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:

*  fails to  furnish  the Fund  with a  correct  tax  identification  number,
*  underreports  dividend or interest income, or
*  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.

                                      25
<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 are  confident  that our  critical
systems  are  essentially  prepared  for the Year  2000.  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 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.

                                      26
<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 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,
                          -----------------------------------------------------
                                  1999         1998        1997         1996*
                          -----------------------------------------------------
Net asset value at
 beginning of period          $   14.30    $  13.10    $   12.74     $  10.00
Net investment income               .12         .13          .15          .11b
Net realized and
 unrealized gain                   1.05        1.43          .77         2.66
Distributions from net
 investment income                 (.08)       (.13)        (.12)        (.03)
Distributions of realized
 capital gains                     (.69)       (.23)        (.44)         -
                          -----------------------------------------------------
Net asset value at
 end of period                $   14.70    $  14.30    $   13.10     $  12.74
                          =====================================================
Total return (%)**                 8.46       12.12         7.73        27.76
Net assets at end of
  period (000)                $ 258,753    $249,412    $ 193,921     $ 87,188
Ratio of expenses to
  average net assets (%)           1.28        1.25         1.31         1.66a
Ratio of net investment
  income to average net

  assets (%)                        .84         .97         1.46         1.34a
Portfolio turnover (%)            41.65       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.

                                      27
<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   that  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.

*  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.

VARIABLE RATE SECURITIES

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

*  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.

*  Because the interest  rates of  variable rate  securities  are  periodically
   adjusted  to  reflect  current  market  rates,  their  market  value is less
   affected by changes in  prevailing  interest  rates than the market value of
   securities with fixed interest rates.

*  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

                                      28
<PAGE>
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:

*  Leases,
*  Installment purchase contracts, and
*  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
                                      29
<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  Fund's  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  obligations) as well as dollar-denominated
instruments  that  have been  issued by  foreign  issuers  in the U.S.  capital
markets (Yankee obligations).

PUT BONDS

We may  invest the  Fund's  assets in  securities  (including  securities  with
variable  interest rates) that may be redeemed or sold back (put) to the issuer
of the security or a third party prior to stated  maturity  (put  bonds).  Such
securities  will  normally  trade as if maturity is the earlier put date,  even
though stated maturity is longer.

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.  We 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 and desires to "lock in" the U.S.  dollar price of the security  until
settlement.

ILLIQUID SECURITIES

We may  invest  up to 15% of the  Fund's  net  assets  in  securities  that are
illiquid.  Illiquid securities are those securities which cannot be disposed of
in the ordinary course of business,  seven days or less, at  approximately  the
same 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 that 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 that issues a receipt evidencing ownership.  Dividends are
paid in U.S. dollars.
                                      30
<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 the mutual funds managed and
distributed  by USAA  Investment  Management  Company,  including  charges  and
operating  expenses,  call us for a  Prospectus.  Read it carefully  before you
invest.  Mutual fund operating expenses apply and continue  throughout the life
of the Fund.

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

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

     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.

     SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.

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

     AN  INVESTMENT  IN A MONEY MARKET FUND 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.

     THE  SCIENCE  &  TECHNOLOGY  FUND MAY BE MORE  VOLATILE  THAN A FUND  THAT
     DIVERSIFIES ACROSS MANY INDUSTRIES.

                                      31
<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                         Custodian
    USAA Shareholder Account Services     State Street Bank and Trust Company
          9800 Fredericksburg Road                   P.O. Box 1713
          San Antonio, Texas 78288             Boston, Massachusetts 02105
            ---------------------------------------------------------
                           Telephone Assistance Hours
                          Call toll free - Central Time
                     Monday - Friday 7:00 a.m. to 9:00 p.m.
                         Saturday 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 USAA TouchLine(R)
                          (from touch-tone phones only)
               For account balance, last transaction, fund prices,
                      or to exchange or redeem fund shares
                    1-800-531-8777, (in San Antonio) 498-8777
            ---------------------------------------------------------
                                 Internet Access
                                  www.usaa.com
================================================================================

                    Investment Company Act File No. 811-4019
<PAGE>
USAA         USAA                                        STATEMENT OF
EAGLE        INVESTMENT                                  ADDITIONAL INFORMATION
LOGO         TRUST                                       October 1, 1999

- --------------------------------------------------------------------------------
                              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, 1999, 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, 1999, are included in the accompanying
Annual  Report  to  Shareholders  of that  date and are  incorporated  herein by
reference.

- --------------------------------------------------------------------------------
                                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
          10   Investment Restrictions
          12   Portfolio Transactions
          15   Description of Shares
          16   Tax Considerations
          17   Trustees and Officers of the Trust
          20   The Trust's Manager
          22   General Information
          22   Calculation of Performance Data
          24   Appendix A - Long-Term and Short-Term Debt Ratings
          26   Appendix B - Comparison of Portfolio Performance
          29   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 valued at the last quoted sales price,  or the most recently
      determined closing price calculated  according to local market convention,
      available  at the  time a Fund is  valued.  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  that 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  that 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

                                       3
<PAGE>
adequate  to cover the  amount of a check,  the check will be  returned  unpaid.
Because the value of the  account  changes as  dividends  are accrued on a daily
basis, checks may not be used to close an account.

     The   checkwriting   privilege  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.

                                       4
<PAGE>
     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.

     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

                                       5
<PAGE>
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.

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.

                                       6
<PAGE>
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.

FOREIGN SECURITIES

Each Fund,  except the Growth and Tax Strategy  Fund,  GNMA,  and Treasury Money
Market Trusts, may invest their assets in foreign securities purchased in either
foreign or U.S.  markets,  including  American  Depositary  Receipts  (ADRs) and
Global Depositary Receipts (GDRs). These foreign holdings may include securities
issued in emerging markets as well as securities issued in established  markets.
Investing in foreign  securities  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.

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.

     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 until settlement.  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.

                                       7
<PAGE>
     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 equity
securities of REITs,  the Funds may also be subject to certain risks  associated
with direct  investments in REITs. In addition,  the Income  Strategy,  Balanced
Strategy,  and Growth Strategy Funds may invest a portion of their assets in the
debt securities of REITs and, therefore,  may be subject to certain other risks,
such as credit risk, associated with investment in the debt securities of REITs.
REITs may be affected by changes in the value of their underlying properties and
by defaults by  borrowers  or tenants.  Furthermore,  REITs are  dependent  upon
specialized  management skills of their managers and may have limited geographic
diversification,  thereby,  subjecting  them to risks  inherent  in  financing a
limited number of projects.  REITs depend generally on their ability to generate
cash  flow to  make  distributions  to  shareholders,  and  certain  REITs  have
self-liquidation  provisions  by  which  mortgages  held may be paid in full and
distributions of capital returns may be made at any time.

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

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

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

                                       8
<PAGE>
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 LLC
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.

                           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.

                                       9
<PAGE>
                             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.

 (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).

                                       10
<PAGE>
 (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).

 (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 331/3% 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.

                                       11
<PAGE>
 (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
statistical  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. These research services may also include access to research on third
party data bases,  such as historical data on companies,  financial  statements,
earnings  history and estimates,  and corporate  releases;  real-time quotes and
financial  news;  research  on specific  fixed  income  securities;  research on
international  market news and securities;  and rating services on companies and
industries.  In return  for such  services,  a Fund may pay to a broker a higher
commission  than may be  charged by other  brokers,  provided  that the  Manager
determines  in good faith that such  commission is reasonable in relation to the
value of the brokerage and research services provided by such broker,  viewed in
terms of either that particular  transaction or of the overall responsibility of
the Manager to the Funds and its other clients. The Manager continuously reviews
the performance of

                                       12
<PAGE>
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.

     During the fiscal year ended May 31, 1999, the Funds  purchased  securities
of the following regular  broker-dealers (the ten largest broker-dealers through
whom the Fund purchased securities) or the parents of regular broker-dealers.

         Regular Broker-Dealer                             Value Of Securities
         ---------------------                              As of May 31,1999
                                                           -------------------
     Morgan Stanley Dean Witter & Company
         Growth and Tax Strategy                             $    1,560,000
         World Growth                                        $    3,078,000
         Income Strategy                                     $      271,000
         Balanced Strategy                                   $    1,081,000
         Growth Strategy                                     $      618,000
     Citigroup
         Growth and Tax Strategy                             $    3,495,000
         Income Strategy                                     $      272,000
         Balanced Strategy                                   $    1,060,000
     Merrill Lynch
         Income Strategy                                     $       94,000
         Balanced Strategy                                   $    1,302,000
         Growth Strategy                                     $    1,177,000

BROKERAGE COMMISSION

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

           Fund                     1997             1998              1999
           ----                     ----             ----              ----

    Income Strategy             $      2,820    $      7,690     $     21,501
    Growth and Tax Strategy     $     81,456    $     50,508     $     97,792
    Balanced Strategy           $     13,006    $     29,977     $     75,407
    Cornerstone Strategy        $  1,428,772    $  1,466,734     $  1,233,228
    Growth Strategy             $    230,440    $    247,249     $    160,115
    Emerging Markets            $    484,792    $  1,578,101     $  1,309,471
    Gold                        $    225,284    $    165,197     $    262,813
    International               $  1,362,389    $  1,317,048     $    970,956
    World Growth                $    558,990    $    586,870     $    502,635

                                       13
<PAGE>
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                          1997            1998           1999*
         ----                          ----            ----           -----

    Income Strategy                 $    454       $     802         $  4,816
    Growth and Tax Strategy         $ 15,356       $   3,976         $ 29,728
    Balanced Strategy               $  1,132       $   2,168         $ 12,104
    Cornerstone Strategy            $ 11,878       $   6,200         $ 27,720
    Growth Strategy                 $ 10,580       $   8,951         $ 11,419
    Emerging Markets                $    240             -                -
    World Growth                    $  2,380       $   2,800         $ 18,428
- ---------------------

   *  These  amounts  are  22.4%,  30.4%,  16.1%,  2.2%,  7.1%,  -%,  and  3.7%,
respectively, of brokerage fees paid by each Fund.

For the year ended May 31, 1999, 25.9%,  26.3%, 19.4%, 4.9%, 11.7%, and 7.6%, 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.

     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  $6,208,774,  $58,950,062,
$22,575,215,  $101,176,414,   $20,736,073,  and  $39,783,928,  and  the  related
brokerage commissions or underwriting commissions were $5,507, $63,060, $20,025,
$107,285,  $23,362,  and  $45,127,  for  the  Income  Strategy,  Growth  and Tax
Strategy,  Balanced Strategy,  Cornerstone Strategy,  Growth Strategy, and World
Growth Funds, respectively, for the year ended May 31, 1999.

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                               1998               1999
        ----                               ----               ----

     Income Strategy                       7.15%           117.12%*
     Growth and Tax Strategy (1)          65.58%            63.42%
     Balanced Strategy                    22.18%            63.39%
     Cornerstone Strategy                 32.73%            46.27%
     Growth Strategy                      69.42%            41.65%
     Emerging Markets                     41.23%            83.84%
     Gold                                 19.62%            33.48%
     International                        42.97%            37.69%
     World Growth                         45.04%            51.19%
     GNMA Trust                           60.85%            64.93%

- ------------------
  * The turnover rate was  significantly  higher due to the restructuring of the
portfolio to make the Fund more tax efficient.

  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:

                                       14
<PAGE>
                                                     Year Ended May 31,
                                                 1998                   1999
                                                 ----                   ----

     Portfolio turnover                         31.58%                    -
     Purchases and sales of
       this type are as follows:
       Purchases (000)                         $68,958                    -
       Sales (000)                             $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.

     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

                                       15
<PAGE>
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 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 or she 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.

                                       16
<PAGE>
     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: 52

President and Chief Operating Officer of United Services Automobile  Association
(USAA) (6/99-present);  Deputy Chief Executive Officer for Capital Management of
USAA  (6/98-5/99);  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. 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: 58

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: 64

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.

                                       17
<PAGE>
Barbara B. Dreeben 3, 4, 5
200 Patterson #1008
San Antonio, TX 78209
Trustee
Age: 54

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: 64

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: 53

Staff Analyst, Southwest Research Institute (9/98-present); Manager, Statistical
Analysis Section, Southwest Research Institute (2/79-9/98).  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: 56

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: 51

Senior Vice President,  CAPCO General Counsel  (01/99-present);  Vice President,
Corporate Counsel,  USAA (1982-01/99).  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.

Alex M. Ciccone 1
Assistant Secretary
Age: 49

Vice  President,  Compliance,  IMCO  (12/94-present);  Vice  President and Chief
Operating Officer,  Commonwealth Shareholder Services (6/94-11/94).  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: 35

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 for USAA Life
Investment Trust; and Assistant Vice President,  Securities  Counsel for various
other USAA subsidiaries and affiliates.

                                       18
<PAGE>
Sherron A. Kirk 1
Treasurer
Age: 54

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: 51

Executive  Director,  Mutual  Fund  Analysis  & Support,  IMCO  (10/98-present);
Director, Mutual Fund Portfolio Analysis & Support, IMCO (2/98-10/98);  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 and
for USAA Life Investment Trust.

- -------------------
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; John J. Dallahan,
Senior Vice President,  Investment Services;  and David G. Peebles,  Senior Vice
President,  Equity  Investments.  There  are no family  relationships  among the
Trustees, officers and managerial level employees of the Trust, or its Manager.

The following table sets forth  information  describing the  compensation of the
current Trustees of the Trust for their services as Trustees for the fiscal year
ended May 31, 1999.

       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                     $8,461                    $30,500
Howard L. Freeman, Jr.                 $8,461                    $30,500
Robert L. Mason                        $8,461                    $30,500
Michael J.C. Roth                         None (a)                   None (a)
John W. Saunders, Jr.                     None (a)                   None (a)
Richard A. Zucker                      $8,461                    $30,500

 ----------
 (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, 1999,  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

                                       19
<PAGE>
      of USAA Life Investment Trust, a registered  investment company advised by
      IMCO,  consisting of seven funds  available to the public only through the
      purchase of certain variable annuity contracts and variable life insurance
      policies  offered by 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 August 31, 1999, the officers and
Trustees of the Trust and their  families as a group  owned  beneficially  or of
record less than 1% of the outstanding shares of the Trust.

     As of August 31, 1999, USAA and its affiliates  owned 303,025 shares (5.1%)
of the Income Strategy Fund,  24,008,365  shares (78.1%) of the Emerging Markets
Fund,  2,446,188 shares (9.7%) of the  International  Fund, and no shares of the
Growth and Tax Strategy Fund, Balanced Strategy Fund, Cornerstone Strategy Fund,
Growth  Strategy  Fund,  Gold Fund,  World Growth Fund,  GNMA Trust and Treasury
Money Market Trust.

     The Trust knows of no other  persons  who, as of August 31,  1999,  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,  a wholly owned indirect  subsidiary 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 $40 billion, of which approximately
$27 billion were in mutual fund portfolios.

     While the  officers and  employees of the Manager,  as well as those of the
Funds, may engage in personal  securities  transactions,  they are restricted by
the  procedures in a Joint Code of Ethics  adopted by the Manager and the Funds.
The Joint Code of Ethics was designed to ensure that the shareholders' interests
come before the  individuals  who manage  their  Funds.  It also  prohibits  the
portfolio  managers and other investment  personnel from buying securities in an
initial public  offering or from profiting from the purchase or sale of the same
security  within  60  calendar  days.  Additionally,  the  Joint  Code of Ethics
requires the portfolio manager and other employees with access information about
the  purchase  or sale of  securities  by the  Funds to obtain  approval  before
executing permitted personal trades. A copy of the Joint Code of Ethics has been
filed with the  Securities  and Exchange  Commission and is available for public
view.

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.

     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

                                       20
<PAGE>
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, 2000, 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 Balanced Strategy Fund to 1.25% of the Fund's ANA, until October
1,  2000,  and will  reimburse  the  Fund for all  expenses  in  excess  of such
limitation.  After  October 1, 2000,  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                             1997           1998            1999
         ----                             ----           ----            ----

     Income Strategy                $     65,023   $     118,050  $     295,068
     Growth and Tax Strategy        $    852,055   $   1,048,344  $   1,179,802
     Balanced Strategy              $    190,093   $     360,127  $     588,256
     Cornerstone Strategy           $  8,496,435   $  10,594,219  $  10,071,779
     Growth Strategy                $    990,525   $   1,754,693  $   1,844,418
     Emerging Markets               $    600,181   $   2,598,294  $   2,408,986
     Gold                           $    996,721   $     744,517  $     672,400
     International                  $  3,805,999   $   4,650,798  $   3,990,284
     World Growth                   $  1,994,809   $   2,524,040  $   2,421,173
     GNMA Trust                     $    381,390   $     427,196  $     554,601
     Treasury Money Market Trust    $    105,420   $     118,804  $     160,368

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                            1997             1998            1999
     ----                            ----             ----            ----

Income Strategy                   $  66,382       $   51,777            -
Balanced Strategy                 $  37,577       $   34,811      $   52,511
Treasury Money Market Trust       $  15,808       $   17,721            -

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 $26 to
$28.50 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.

                                       21
<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 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, 1999, was 4.42%.
        Effective Yield For 7-day Period ended May 31, 1999, was 4.52%.

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

                                       22
<PAGE>
The 30-day  yields for the period  ended May 31, 1999,  for the Income  Strategy
Fund, Growth and Tax Strategy Fund, and GNMA Trust were 3.94%,  2.63% and 6.28%,
respectively.

TAX-EQUIVALENT YIELD

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

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

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

     Based on a federal marginal tax rate of 36.0%, the tax-equivalent yield for
the Growth and Tax Strategy Fund for the period ended May 31, 1999, was 3.87%.

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, 1999

                            1          5            10       From
     Fund                  Year      Years         Years   Inception*
     ----                  ----      -----         -----   ----------
Income Strategy            4.97%       -             -       10.14%
Growth and Tax Strategy    9.10%     12.76%        10.33%    10.66%
Balanced Strategy          7.63%       -             -       13.26%
Cornerstone Strategy      (0.74%)    11.25%        10.32%    12.09%
Growth Strategy            8.46%       -             -       14.72%
Emerging Markets          (4.63%)      -             -       (1.43%)
Gold                      (9.20%)    (9.57%)       (3.30%)   (3.14%)
International             (6.63%)     8.66%        10.05%     9.67%
World Growth               2.06%     12.04%          -       12.97%
GNMA Trust                 3.15%      7.39%          -        7.38%

- -------------
*  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.

                                       23
<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.

                                       24
<PAGE>
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.

DUFF & PHELPS LLC

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:

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

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.

                                       25
<PAGE>
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.

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 that may cover financial and investment news.

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

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

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

DENVER POST, a newspaper that may quote financial news.

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

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

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

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

                                       26
<PAGE>
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 that may cover financial news.

HOUSTON POST, a newspaper that may cover financial news.

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

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

INVESTECH, a bimonthly investment newsletter.

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

INVESTMENT  COMPANY  INSTITUTE,   the  national   association  of  the  American
Investment Company industry.

INVESTOR'S BUSINESS DAILY, a newspaper that 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 that 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 that 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.
that 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 that may cover financial news.

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

ORLANDO SENTINEL, a newspaper that may cover financial news.

PERSONAL  INVESTOR,  a monthly  magazine that 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 that may cover financial news.

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

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

USA TODAY, a newspaper that may cover financial news.

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

                                       27
<PAGE>
WALL  STREET  JOURNAL,  a Dow Jones and  Company,  Inc.  newspaper  that  covers
financial news.

WASHINGTON POST, a newspaper that 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 that 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 that 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" and
"U.S. Treasury & Repo."

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 is an unmanaged index of pass-through
securities with an original maturity of 30 years.

- - 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
weighted  average  performance  of a group of 500 widely held,  publicly  traded
stocks.

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- - 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.

                       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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