SCHEDULE 14A

                            SCHEDULE 14A INFORMATION
                  Proxy Statement Pursuant to Section 14(a) of
                      the Securities Exchange Act of 1934
                               (Amendment No. __)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential,  for Use of the  Commission  Only  (as  permitted  by Rule
    14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting  Material  Pursuant  to  Section   240.14a-11(c)  or  Section
    240.14a-12

                             USAA Investment Trust
               (Name of Registrant as Specified In Its Charter)
       _________________________________________________________________
                   (Name of Person(s) Filing Proxy Statement,
                         if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)  Title of each class of securities to which transaction applies:
    ___________________________________________________________________________

2)  Aggregate number of securities to which transaction applies:
    ___________________________________________________________________________

3)  Per unit price or other underlying value of transaction computed pursuant
    to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
    calculated and state how it was determined):
    ___________________________________________________________________________

4)  Proposed maximum aggregate value of transaction:
    ___________________________________________________________________________

5)  Total fees paid:
    ___________________________________________________________________________


[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.

1)  Amount Previously Paid:
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2)  Form, Schedule or Registration Statement No.:
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3)  Filing Party:
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4)  Date Filed:
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                                                               PRELIMINARY COPY

IMPORTANT   INFORMATION  FOR  SHAREHOLDERS  IN  THE  BALANCED   STRATEGY  FUND,
CORNERSTONE STRATEGY FUND, EMERGING MARKETS FUND, GNMA TRUST, GOLD FUND, GROWTH
AND  TAX  STRATEGY  FUND,   GROWTH   STRATEGY  FUND,   INCOME   STRATEGY  FUND,
INTERNATIONAL FUND, TREASURY MONEY MARKET TRUST, AND WORLD GROWTH FUND

AUGUST 19, 1999

USAA EAGLE LOGO
USAA Investment Trust
9800 Fredericksburg Road
San Antonio, Texas 78288

This document contains your proxy statement and proxy card. This proxy card is,
in  essence,  a  ballot  to  vote  the  shares  you  own in one or  more of the
above-listed  mutual funds. When you complete,  sign, and mail to us your proxy
card,  it tells us how to vote on your behalf on important  issues  relating to
your  funds,  and we'll vote it exactly as you tell us. If you simply  sign the
proxy, we'll vote it in accordance with the Board of Trustees'  recommendations
found on page 5.

If you prefer,  instead of mailing the enclosed  proxy card,  you can cast your
vote through the Internet by going to www.proxyvote.com. You may also cast your
vote by calling  1-800-690-6903  or in person at the  shareholder  meeting.  We
encourage  you to vote by Internet or  telephone,  using the 12-digit  "control
number" that appears on your proxy card.  Voting by these methods minimizes the
Funds' costs of solicitation (no return-mail postage).

We urge you to spend some time reviewing this proxy statement.  Please promptly
cast your vote with us, whether by mail, Internet,  telephone, or attending the
shareholder  meeting  in person.  When  shareholders  don't vote in  sufficient
numbers, the funds must incur the additional expense of follow-up solicitation,
which  hurts  your  funds'  performance.  If you  have any  questions  on these
materials, please contact us at 1-800-563-4957.


                               TABLE OF CONTENTS

         A Message from the President.............................    3
         Notice of Shareholder Meeting............................    4
         Proxy Statement..........................................    5
         Board of Trustees' Recommendations.......................    5
         Further Information About Voting
              and Shareholder Meeting.............................   16
         Further Information About Your Funds.....................   18
         EXHIBIT A: Proposed Amendment to Trust's First Amended
              and Restated Master Trust Agreement.................   20
         PROXY CARD ENCLOSED

                                       2

                                                               PRELIMINARY COPY

                         A MESSAGE FROM THE PRESIDENT

Dear Shareholder:

I am writing to you to ask for your vote on  important  questions  that  affect
your investment in your funds. While you are, of course,  welcome to join us at
your  funds'  meeting,  most  shareholders  cast their vote by filling  out and
signing the enclosed proxy card,  through the Internet by going to the web site
(www.proxyvote.com),    or   by   calling   our   special   toll-free   number,
1-800-690-6903. We are asking for your vote on the following matters:

   I.    Election of Board of Trustees of USAA Investment Trust (Trust);

  II.    Approval of an  amendment  to the Trust's  First  Amended and Restated
         Master  Trust  Agreement  to permit  the  Trust to redeem  shareholder
         accounts  under  terms  and  conditions  established  by the  Board of
         Trustees; and

 III.    Ratification  of the selection of KPMG LLP by the Board of Trustees to
         serve as the independent auditors of the Funds.

Although  we  would  like  very  much  to  have  each  shareholder  attend  the
shareholder meeting, we realize this is not always possible. Whether or not you
plan to be present,  we need your vote. For your  convenience you may also cast
your vote on the  Internet,  by calling a toll-free  number,  or by mailing the
completed  and signed  enclosed  proxy card (a  postage-paid  envelope has been
enclosed for this purpose).

However you choose to cast your vote, we urge you to do so in a timely manner.

Please do not set this proxy aside for another time.  When  shareholders  don't
promptly cast their votes, their funds may have to incur the additional expense
of follow-up communications. All shareholders benefit from timely voting.

Your vote is important to us. We appreciate the time and consideration that I'm
confident  you will give this  matter.  If you have any  comments or  questions
about any of the proposals, please contact us at 1-800-563-4957.

                                            Sincerely yours,



                                            /s/Michael J. C. Roth
                                            ---------------------
                                            Michael J. C. Roth, CFA
                                            President and
                                            Vice Chairman of the Board

                                       3

                                                               PRELIMINARY COPY

                             USAA INVESTMENT TRUST

                            9800 Fredericksburg Road
                            San Antonio, Texas 78288

                       Notice of Meeting of Shareholders
                          TO BE HELD OCTOBER 15, 1999

This is the formal agenda for the shareholder meeting (Shareholder  Meeting) of
the following eleven mutual funds: Balanced Strategy Fund, Cornerstone Strategy
Fund,  Emerging  Markets Fund, GNMA Trust,  Gold Fund,  Growth and Tax Strategy
Fund, Growth Strategy Fund, Income Strategy Fund,  International Fund, Treasury
Money Market Trust,  and World Growth Fund  (collectively,  the Funds or Fund).
USAA  Investment  Trust (Trust) is a  Massachusetts  business trust that offers
shares in these eleven no-load mutual funds.

This Notice of Meeting tells you what matters will be voted on and the time and
place of the Shareholder Meeting, if you plan to attend in person.

A Shareholder Meeting of the Trust will be held on Friday,  October 15, 1999 at
2  p.m.,  Central  Standard  Time,  at the  McDermott  Auditorium  in the  USAA
Building,  9800 Fredericksburg Road, San Antonio,  Texas 78288, to consider the
following matters:

   I.    Election of the Trust's Board of Trustees. See page 6.

  II.    Approval of an  amendment  to the Trust's  First  Amended and Restated
         Master Trust Agreement (Master Trust Agreement) to permit the Trust to
         redeem shareholder accounts under terms and conditions  established by
         the Board of Trustees. See page 12.

 III.    Ratification  of the selection of KPMG LLP by the Board of Trustees to
         serve as the independent auditors of the Funds. See page 15.

                                           By Order of the Board of Trustees


                                           Michael D. Wagner
                                           Secretary

San Antonio, Texas
August 19, 1999

- -------------------------------------------------------------------------------
   WE URGE  YOU TO  MARK,  SIGN,  DATE,  AND  MAIL  THE  ENCLOSED  PROXY IN THE
   POSTAGE-PAID ENVELOPE, OR VOTE ON THE INTERNET AT WWW.PROXYVOTE.COM, OR CALL
   OUR SPECIAL TOLL-FREE  NUMBER,  1-800-690-6903 SO YOU WILL BE REPRESENTED AT
   THE MEETING.
- -------------------------------------------------------------------------------

                                       4

                                                               PRELIMINARY COPY

                                PROXY STATEMENT

This  document  will give you the  information  you need to vote on the matters
listed on the previous page. Much of the information in this Proxy Statement is
required  under  the rules  and  regulations  of the  Securities  and  Exchange
Commission (SEC) and, is, therefore,  quite detailed.  If there is anything you
don't understand, please contact us at 1-800-563-4957.

*    WHO IS ASKING FOR MY VOTE?

     THE  ENCLOSED  PROXY IS  SOLICITED  BY THE BOARD OF  TRUSTEES OF THE TRUST
     ISSUING SHARES OF THE FOLLOWING FUNDS: BALANCED STRATEGY FUND, CORNERSTONE
     STRATEGY FUND,  EMERGING MARKETS FUND, GNMA TRUST,  GOLD FUND,  GROWTH AND
     TAX  STRATEGY  FUND,   GROWTH   STRATEGY  FUND,   INCOME   STRATEGY  FUND,
     INTERNATIONAL  FUND,  TREASURY  MONEY MARKET TRUST,  AND WORLD GROWTH FUND
     (EACH, A FUND OR COLLECTIVELY, THE FUNDS).  How you vote, whether by mail,
     Internet,  telephone,  or in  person,  will  be  used  at the  Shareholder
     Meeting,  and  if the  Shareholder  Meeting  is  adjourned,  at any  later
     meetings,  for the purposes  stated in the Notice of Meeting (see previous
     page).

*    WHAT ARE THE DIFFERENT WAYS I CAN CAST MY VOTE?

     As a shareholder, you may vote in one of four ways. First, you may vote in
     person by  attending  the  Shareholder  Meeting.  Second,  you may vote by
     sending us a completed  and executed  proxy card.  The proxy card has been
     included with this Proxy Statement, along with a postage-paid envelope for
     your  convenience in mailing us your proxy card.  Third, you may cast your
     vote  through the  Internet  by going to the web site,  www.proxyvote.com.
     Finally,  you may also cast your vote by  calling  our  special  toll-free
     number, 1-800-690-6903.  If you do not anticipate attending the meeting in
     person,  we encourage you to vote by Internet or telephone to minimize the
     costs of solicitation.

*    HOW DOES THE BOARD OF TRUSTEES  RECOMMEND THAT  SHAREHOLDERS VOTE ON THESE
     PROPOSALS?

     The Board of Trustees recommends that you vote:

       I.   FOR the election of all nominees for election to the Trust's Board
            of Trustees;

      II.   FOR  approval  of  an  amendment  to  the  Trust's  Master  Trust
            Agreement  to permit  the Trust to  redeem  shareholder  accounts
            under terms and conditions  established by the Board of Trustees;
            and

     III.   FOR the selection of KPMG LLP to serve as the independent auditors
            of  the Funds.

                                       5

*    WHO IS ELIGIBLE TO VOTE?

     All  shareholders of the Funds as of the Record Date (close of business on
     August 19, 1999) are entitled to vote on the proposals listed above at the
     Shareholder  Meeting,  or any adjournment  thereof.  As of August 4, 1999,
     there were ____ shares of the Balanced  Strategy Fund,  ____ shares of the
     Cornerstone Strategy Fund, _____ shares of the Emerging Markets Fund, ____
     shares of the GNMA Trust,  ____ shares of the Gold Fund,  _____  shares of
     the Growth and Tax Strategy Fund, ____ shares of the Growth Strategy Fund,
     _____  shares  of  the  Income   Strategy   Fund,   _____  shares  of  the
     International  Fund,  _____ shares of the Treasury Money Market Trust, and
     ____ shares of the World Growth Fund issued and outstanding. The Notice of
     Meeting,  the proxy  card,  and the Proxy  Statement  have been  mailed to
     shareholders of record on or about August 19, 1999.

     Each  share  is  entitled  to one  vote  (with  proportionate  voting  for
     fractional  shares).  Shares represented by duly-executed  proxies will be
     voted  in  accordance  with  shareholders'  instructions.  If you sign the
     proxy,  but don't fill in a vote,  your shares will be voted "FOR" each of
     the proposals.  If any other  business is brought  before the  Shareholder
     Meeting,  your shares will be voted as determined by the discretion of the
     proxies.

                                   PROPOSAL I

                         ELECTION OF BOARD OF TRUSTEES

*    WHO ARE THE NOMINEES FOR THE BOARD OF TRUSTEES?

- -    Robert G. Davis*
     9800 Fredericksburg Road
     San Antonio, Texas 78288

     Mr.  Davis,  age 52, is 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.

                                       6

- -    Michael J. C. Roth*
     9800 Fredericksburg Road
     San Antonio, Texas 78288

     Mr.  Roth,  age 57,  is 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;  Trustee  and Vice
     Chairman of USAA Life Investment Trust.

- -    David G. Peebles*
     9800 Fredericksburg Road
     San Antonio, Texas 78288

     Mr. Peebles,  age 59, is Senior Vice President,  Equity Investments,  IMCO
     (11/98-present); Vice President, Equity Investments, IMCO (2/88-11/98).

- -    Barbara B. Dreeben
     200 Patterson, #1008
     San Antonio, Texas 78209

     Mrs.  Dreeben,  age 54, is 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.

- -    Robert L. Mason, Ph.D.
     12823 Queens Forest
     San Antonio, Texas 78230

     Dr.  Mason,  age  53,  is  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.

- -    Michael F. Reimherr
     128 East Arrowhead
     San Antonio, Texas 78228

     Mr.  Reimherr,  age 53,  is  President  of  Reimherr  Business  Consulting
     (5/95-present). Mr. Reimherr previously served as President of Twang Candy
     Trust (5/91-5/94).

- -    Richard A. Zucker
     407 Arch Bluff
     San Antonio, Texas 78216

     Mr.  Zucker,  age 56, is 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.

                                       7

______________
     * indicates  individual who is deemed to be an "interested  person" of the
       Trust under the Investment  Company Act of 1940 (1940Act) because of his
       affiliation with IMCO and its affiliates.

     Except  as  indicated  above,  the  principal   occupations  and  business
     experience  of the  nominees  for the Board of Trustees  for the last five
     years have been with the employers indicated,  although in some cases they
     have held  different  positions  with  those  employers.  Mr.  Roth,  Mrs.
     Dreeben,  and Mr. Zucker were elected by the shareholders in October 1995.
     Dr. Mason and Mr. Davis were appointed by the Trust's Board of Trustees on
     September  6, 1996,  and  November  20,  1996,  respectively.  Neither Mr.
     Peebles nor Mr.  Reimherr are currently  members of the Board of Trustees.
     Each trustee  serves until his or her successor is elected and  qualified.
     Each of the  nominees  has  agreed  to serve on the Board of  Trustees  if
     elected. If any of the nominees is unavailable for election at the time of
     the Shareholder Meeting,  which is not anticipated,  the Board of Trustees
     may vote for other nominees at their discretion.

*    WHAT ARE THE RESPONSIBILITIES OF THE BOARD OF TRUSTEES?

     The Board of Trustees is  responsible  for the  general  oversight  of the
     Funds'  business and for assuring  that your Funds are managed in the best
     interests of each Fund's  respective  shareholders.  The Board of Trustees
     periodically  reviews your Funds'  investment  performance  as well as the
     quality of other services provided to your Funds and their shareholders by
     each of the Funds' service providers, including USAA Investment Management
     Trust (IMCO) and its  affiliates.  IMCO acts as the investment  adviser to
     the Funds. IMCO's address is 9800 Fredericksburg Road, San Antonio,  Texas
     78288. At least annually,  the Board of Trustees  reviews the fees paid by
     the  Trust  for  these  services  and the  overall  level  of your  Funds'
     operating expenses.

*    WHY ARE WE NOW ELECTING NEW MEMBERS OF THE BOARD OF TRUSTEES?

     Under the 1940 Act, the Board of Trustees may fill  vacancies on the Board
     of Trustees or appoint new trustees only if,  immediately  thereafter,  at
     least  two-thirds of the trustees will have been elected by  shareholders.
     Currently,  two of the Trust's  seven  trustees have not  previously  been
     elected by shareholders.  Furthermore, Howard L. Freeman, Jr. and John W.
     Saunders,  Jr., each of whom had previously been elected by  shareholders,
     have  announced  their  intention  to resign as trustees  effective  as of
     December  31,  1999.

     The  Board of  Trustees  believes  it would  be in the best  interests  of
     shareholders to fill both vacancies resulting from these resignations and,
     therefore,  has nominated Mr. Peebles and Mr.  Reimherr to become trustees
     effective  as of January 1, 2000.  In light of the fact that only three of
     the Trust's  Trustees  will have been elected by  shareholders  as of such
     date, it follows that a meeting of shareholders  needs to be held to elect
     trustees.

                                       8

     Under  the 1940  Act,  the Trust is also  required  to call a  meeting  of
     shareholders  promptly  to  elect  trustees  if at any  time  less  than a
     majority of the trustees have been elected by  shareholders.  By holding a
     meeting to elect trustees at this time, the Trust may be able to delay the
     time at which another  shareholder meeting is required for the election of
     trustees,  which  will  result in a savings of the costs  associated  with
     holding such a meeting.

*    HOW LONG CAN TRUSTEES SERVE ON THE BOARD OF TRUSTEES?

     Pursuant to a policy adopted by the Board of Trustees,  each  duly-elected
     or appointed trustee will continue to serve as a trustee until the trustee
     either reaches age 70 or has served 10 years in such  capacity.  A trustee
     of the  Trust may  resign  or be  removed  by a vote of the  holders  of a
     majority of the outstanding shares of the Funds at any time.

*    DOES USAA OWN SHARES IN ANY OF THE FUNDS?

     As of June 30, 1999,  USAA, a Texas reciprocal  inter-insurance  exchange,
     beneficially  owned  directly  or  indirectly  through  one or more of its
     affiliates 25,544,232 shares (79.3%) of the Emerging Markets Fund; 303,025
     shares (5.2%) of the Income Strategy Fund;  2,456,824 shares (9.7%) of the
     International   Fund;  and  no  shares  of  the  Balanced  Strategy  Fund,
     Cornerstone  Strategy Fund, GNMA Trust, Gold Fund, Growth and Tax Strategy
     Fund, Growth Strategy Fund,  Treasury Money Market Trust; and World Growth
     Fund. It is anticipated  that shares owned by USAA and its affiliates,  as
     well as any related employee  benefit  plan(s),  will be voted in favor of
     each of the  proposals.  The  address of USAA and its  affiliates  is 9800
     Fredericksburg Road, San Antonio, Texas 78288.

     As far as is known to the Board of Trustees, as of June 30, 1999, no other
     person  held of record or owned  beneficially  more than 5% of the  voting
     stock of any of the Funds.

*    WHAT  ARE SOME OF THE WAYS IN  WHICH  THE  BOARD  OF  TRUSTEES  REPRESENTS
     SHAREHOLDER INTERESTS?

     The Board of Trustees seeks to represent shareholder interests by:

     -   reviewing your Funds' investment performance on an individual basis
         with your Funds' respective managers;

     -   reviewing the  quality of the various other  services  provided to the
         Funds and their  shareholders by each of the Funds' service providers,
         including IMCO and its affiliates;

                                       9

     -   discussing with senior management of IMCO steps being taken to address
         any performance deficiencies;

     -   reviewing the fees paid to IMCO and its affiliates to ensure that such
         fees remain  reasonable  and  competitive  with  those  of  the  other
         mutual funds, while at the same time providing sufficient resources to
         continue to provide high-quality services in the future;

     -   monitoring  potential  conflicts  between  the Funds  and IMCO and its
         affiliates to ensure that the Funds continue to be managed in the best
         interests of their shareholders; and

     -   monitoring potential conflicts among Funds to ensure that shareholders
         continue  to  realize  the  benefits of  participation  in a large and
         diverse family of funds.

*    HOW OFTEN DOES THE BOARD OF TRUSTEES MEET?

     The Board of Trustees  typically  conducts  regular  meetings  five or six
     times a year to review the operations of your Funds and of the other funds
     in the USAA  Family of Funds.  A portion of these  meetings  is devoted to
     meetings of various  committees  of the Board of Trustees,  which focus on
     particular  matters.  In addition,  the Board of Trustees may hold special
     meetings by  telephone or in person to discuss  specific  matters that may
     require action prior to the next regular meeting.

     Between  the  meetings  of the  Board of  Trustees  and while the Board of
     Trustees  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 that may be
     delegated  to it by the Board of  Trustees.  The  Pricing  and  Investment
     Committee of the Board of Trustees  acts upon  various  investment-related
     issues and other  matters  that have been  delegated to it by the Board of
     Trustees.  The Audit Committee of the Board of Trustees reviews  summaries
     of financial  results and the  auditors'  reports and  undertakes  certain
     studies and analyses as directed by the Board of Trustees.  The  Corporate
     Governance  Committee of the Board of Trustees maintains  oversight of the
     organization,  performance, and effectiveness of the Board and independent
     trustees.  See FURTHER  INFORMATION  ABOUT YOUR FUND --  COMMITTEES OF THE
     BOARD OF TRUSTEES.

     During the fiscal year ended May 31,  1999,  the Board of Trustees met six
     times,  the  Executive  Committee met once,  the Audit  Committee met four
     times,  the Pricing and  Investment  Committee  met three  times,  and the
     Corporate  Governance  Committee met four times.  Each trustee attended at
     least 75% of the total number of meetings of the Board of Trustees and any
     committee on which he or she served.

                                      10


*    WHAT ARE THE MEMBERS OF THE BOARD OF TRUSTEES PAID FOR THEIR SERVICES?

     The Trust  pays each  independent  trustee a fee for his or her  services.
     Trustees  affiliated  with IMCO and its affiliates are not  compensated by
     the Trust for their  service on the Board of  Trustees.  Each  independent
     trustee also receives fees for serving as a trustee/director  of the other
     funds in the USAA  Family of Funds.  Trustees  and  committee  members are
     compensated  on the basis of an annual  retainer  of $5,250  for the Trust
     plus  reimbursement  for  reasonable  expenses  incurred in attending  any
     meetings of the Board of Trustees or a committee.  The fee for attending a
     regular or special  meeting of the Board of Trustees is $1,500.  All funds
     in the USAA Family of Funds meet on a combined basis for regular meetings,
     and one meeting fee is  allocated  evenly  among the total number of funds
     represented at the meeting.  The fee for serving on one or more committees
     is $500 per committee.  All compensation  paid to trustees is  be  used to
     acquire  shares of one or more funds in the USAA  Family of Funds under an
     automatic  investment  program for  trustees.  The  trustees  periodically
     review their fees to assure that such fees continue to be  appropriate  in
     light of their  responsibilities  as well as in  relation  to fees paid to
     trustees/directors of other mutual fund companies.

     The fees  paid to each  trustee  by the  Trust and by all the funds in the
     USAA Family of Funds for the year ended May 31, 1999, are shown below:

                               COMPENSATION TABLE

                 PENSION OR
                 RETIREMENT
                 BENEFITS      AGGREGATE       ESTIMATED     TOTAL ANNUAL
                 ACCRUED AS A  ANNUAL          ANNUAL        COMPENSATION
                 PART OF FUND  COMPENSATION    BENEFITS UPON FROM THE USAA
                 EXPENSES      FROM THE FUNDS  RETIREMENT    FAMILY OF FUNDS(c)
- -------------------------------------------------------------------------------

Robert G. Davis        None (a)     None (b)     None (b)       None (b)
Michael J. C. Roth     None (a)     None (b)     None (b)       None (b)
John W. Saunders, Jr.  None (a)     None (b)     None (b)       None (b)
Barbara B. Dreeben     None (a)     $8,461       None           $30,500
Howard L. Freeman, Jr. None (a)     $8,461       None           $30,500
Robert L. Mason, Ph.D. None (a)     $8,461       None           $30,500
Richard A. Zucker      None (a)     $8,461       None           $30,500

____________

(a)  No pension or retirement benefits are accrued as part of fund expenses.

(b)  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  in the USAA
     Family of Funds.

                                    11

(c)  At May 31, 1999,  the USAA Family of Funds  consisted  of four  registered
     investment  companies  offering 35 individual  mutual funds.  Each trustee
     presently  serves as a trustee or director of each  investment  company in
     the USAA Family of Funds. In addition, Michael J. C. Roth presently serves
     as a trustee  of USAA  Life  Investment  Trust,  a  registered  investment
     company advised by IMCO, consisting of seven funds 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 all other funds in 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.  As of June 30, 1999,  the  trustees and their  families as a group
owned  beneficially or of record less than 1% of the outstanding  shares of all
funds within the USAA Family of Funds.

*    HOW DOES THE BOARD OF TRUSTEES RECOMMEND I VOTE ON THIS PROPOSAL?

     THE BOARD OF  TRUSTEES  RECOMMENDS  THAT THE  SHAREHOLDERS  VOTE "FOR" THE
     ELECTION  OF ALL  NOMINEES  FOR  ELECTION  TO THE BOARD OF TRUSTEES OF THE
     TRUST.

*    WHAT PERCENTAGE OF SHAREHOLDERS'  VOTES ARE REQUIRED TO ELECT THE NOMINEES
     TO THE BOARD OF TRUSTEES?

     The nominees for trustees of the Trust  receiving  the vote of a plurality
     of the votes  cast at a  meeting  at which a quorum  is  present  shall be
     elected.  Shareholders  of all Funds  will  vote as a single  class on the
     election of trustees.

                                  PROPOSAL II

                              AMENDMENT TO TRUST'S
                             MASTER TRUST AGREEMENT

*    WHAT IS THE PURPOSE OF THE PROPOSED AMENDMENT TO THE TRUST'S MASTER TRUST
     AGREEMENT?

     The proposed  amendment to the Trust's Master Trust  Agreement will permit
     the Trust, at its election, to buy back shares of a fund from shareholders
     at the fund's per share net asset value. Under the amendment, the Board of
     Trustees  will have the  authority to determine  the  circumstances  under
     which the Trust may redeem shareholder  accounts.  If shareholders approve
     the amendment, the Board of Trustees intends to adopt a policy authorizing
     the Trust to redeem and close accounts

                                      12

        -  with a  value  that  falls  below  the  Trust's  minimum  investment
           requirement; or

        -  that are held by shareholders that the Trust believes are engaging
           in "market timing" or similar short-term trading practices.

     Although  the  amendment  would  provide  the Board of  Trustees  with the
     flexibility  to establish  other  circumstances  under which the Trust may
     redeem  shareholder  accounts,  the Board of Trustees currently intends to
     limit the  Trust's  authority  to redeem  to the  circumstances  described
     above.  Attached  as  EXHIBIT  A to the Proxy  Statement  is a copy of the
     proposed amendment.

*    HOW WILL THE PROPOSED AMENDMENT AFFECT THE TRUST'S AUTHORITY TO CLOSE SMALL
     ACCOUNTS?

     The  amendment  will not  affect  the  Trust's  authority  to close  small
     accounts.  The Trust is organized as a Massachusetts business trust. Under
     the Trust's Master Trust Agreement,  the Board of Trustees already has the
     authority to establish  conditions  as set forth in the fund's  prospectus
     under which the Trust may redeem  shares  based on the minimum  size of an
     account.

     Although the Trust's minimum investment  requirement is $3,000 (other than
     for certain accounts,  such as InveStart(R) accounts, that are exempt from
     the  minimum  investment  requirement),  the Trust's  current  policy only
     permits the redemption of shareholder accounts that have a balance of less
     than $900.  Currently,  there are approximately ____ shareholder  accounts
     that have a  balance  between  $900 and  $3,000.  For each of these  small
     accounts,  the Trust is required to pay the  transfer  agent a per account
     fee of approximately $26 to $28.50 plus out-of-pocket expenses. The effect
     of these small  accounts is to increase the overall costs of operating the
     Funds and decrease returns for shareholders generally.

     The Board of Trustees  intends to adopt a policy  authorizing the Trust to
     redeem  any  account  of a fund  that  falls  below  the  Trust's  minimum
     investment  requirement  for  reasons  other  than  market  action.  Those
     accounts  exempt  from the  minimum  investment  requirement  will also be
     exempt  from  the  small  account  redemption  policy.  In  all  cases,  a
     shareholder  will be sent  prior  notice  of a planned  redemption  of the
     shareholder's account.

*    HOW  WILL  THE  PROPOSED  AMENDMENT  BE USED TO STOP  EXCESSIVE SHORT-TERM
     TRADING BY MARKET TIMERS?

     In  addition  to the cost of  maintaining  small  accounts,  a fund may be
     adversely  affected  by  excessive  short-term  trading  by  shareholders.
     Short-term  trading may take the form of frequent  exchanges between funds
     or frequent  redemptions followed by purchases of shares of the same fund.
     Often,  this  short-term  trading  activity  is part of a  "market-timing"
     strategy in which an investor tries to outperform the market by buying and
     selling

                                      13

     large fund  positions in  anticipation  of an imminent  change in interest
     rates or stock  prices.  This type of trading is disruptive to a portfolio
     because it forces a manager to maintain  high cash balances to satisfy the
     frequent trades by shareholders.  In addition, short-term trading tends to
     increase the portfolio  turnover rate of a fund,  which in turn  increases
     the fund's  expenses and decreases  returns for long-term  investors.  For
     these reasons, management feels strongly that the Funds should not be used
     as  short-term  trading  vehicles by  shareholders  and that every  effort
     should  be  made  to  protect  the  Funds  from  the  harmful  effects  of
     market-timers.

     The Trust's  Master  Trust  Agreement  already  permits the Trust,  at its
     election,  to redeem shares from a shareholder at a fund's net asset value
     at any time if the Trustees  determine that it would have material adverse
     consequences  for  shareholders of a fund if the shares were not redeemed.
     Under the  proposed  amendment,  the Board of  Trustees  would  have added
     flexibility  to determine the  circumstances  under which shares of a fund
     held by market-  timers  could be redeemed.  If the proposed  amendment is
     approved by shareholders,  the Board of Trustees intends to adopt a policy
     authorizing the Trust to redeem accounts of any shareholder that the Trust
     believes  is  engaging  in  market-timing  or similar  short-term  trading
     practices using the Funds. In addition, the Trust will continue its policy
     of refusing to sell shares to known market-timers.

*    WILL THE AMENDMENT AFFECT MY RIGHT TO REDEEM SHARES?

     No. Every  shareholder will continue to have the right to redeem shares of
     a Fund at the Fund's per share net asset value on any day that the Fund is
     open for business, as explained more fully in the Fund's prospectus.

*    HOW DOES THE BOARD OF TRUSTEES RECOMMEND I VOTE ON THIS PROPOSAL?

     THE BOARD OF TRUSTEES  RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF
     THE AMENDMENT TO THE TRUST'S MASTER TRUST AGREEMENT.

*    WHAT  PERCENTAGE  OF  SHAREHOLDERS'  VOTES  IS  REQUIRED  TO  APPROVE  THE
     AMENDMENT TO THE MASTER TRUST AGREEMENT?

     A majority  of all shares of the Trust  outstanding  as of the Record Date
     for the  Shareholder  Meeting  must vote in favor of the  proposal for the
     amendment to be approved.  Shareholders of all Funds will vote as a single
     class on this proposal.

                                      14

                                  PROPOSAL III

                     RATIFICATION OF SELECTION OF KPMG LLP
                     AS INDEPENDENT AUDITORS FOR THE FUNDS

*    WHY HAS KPMG LLP BEEN SELECTED AS THE INDEPENDENT AUDITORS?

     KPMG LLP,  independent  auditors (KPMG), has been selected by the Board of
     Trustees as the auditors of the Funds. KPMG was selected  primarily on the
     basis of its expertise as auditors of investment companies, the quality of
     its audit services,  and the competitiveness of the fees charged for these
     services.  KPMG also serves as the auditor for IMCO, the other  investment
     companies  for which  IMCO  serves  as  investment  adviser,  USAA and its
     subsidiaries and affiliated  companies,  and all the other mutual funds in
     the USAA Family of Funds.  KPMG has served as auditors for the Funds since
     1984.

*    HOW DOES THE BOARD OF TRUSTEES RECOMMEND I VOTE ON THIS PROPOSAL?

     THE BOARD OF  TRUSTEES  RECOMMENDS  THAT THE  SHAREHOLDERS  VOTE "FOR" THE
     SELECTION OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE FUNDS.

*    WHAT  PERCENTAGE  OF  SHAREHOLDERS'  VOTES  ARE  REQUIRED  TO  RATIFY  THE
     SELECTION OF INDEPENDENT AUDITORS FOR THE FUNDS?

     A majority  of the votes cast at a meeting at which a quorum is present is
     needed to ratify the  selection of the  auditors.  All shares of the Funds
     will be voted as a single class of shares.

*    WILL A REPRESENTATIVE  FROM KPMG BE  AVAILABLE AT  THE SHAREHOLDER MEETING
     FOR QUESTIONS?

     Yes. A representative of KPMG is expected to be present at the Shareholder
     Meeting  and  will  be  available  to  make   statements  and  respond  to
     appropriate questions presented by shareholders.

                                      15

Further Information About Voting and the Shareholder Meeting

QUORUM AND METHODS OF TABULATION.  With respect to each proposal, a majority of
the shares of the Trust entitled to vote, represented in person or by proxy, is
required to constitute a quorum at the Shareholder Meeting. Under Massachusetts
law,  abstentions do not constitute a vote "for" or "against" a matter but will
be included in determining  the number of shares  outstanding and the number of
shares present for purposes of the proposals described herein.  Proposals I and
III  require a vote based on the total  votes  cast.  Approval  of  Proposal II
requires  approval by a majority of all shares of the Trust  outstanding  as of
the Record Date. As a result,  abstentions will assist the Trust in obtaining a
quorum,  but will  have no  effect  on the  outcome  of the  proposals.  Broker
"non-votes"  (I.E.,  proxies  from  brokers or  nominees  indicating  that such
persons  have not  received  instructions  from the  beneficial  owner or other
person entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have  discretionary  power) will be treated the same
as abstentions.

In the event a quorum is not present at the Shareholder Meeting or in the event
a quorum is present at the Shareholder  Meeting but sufficient votes to approve
the proposal are not received,  the persons named as proxies may propose one or
more adjournments of the Shareholder Meeting to permit further  solicitation of
proxies,   provided  that  such  persons  determine  such  an  adjournment  and
additional solicitation is reasonable and in the interest of shareholders after
consideration  of all relevant  factors,  including  the nature of the relevant
proposals,  the percentage of votes then cast, the percentage of negative votes
then cast, the nature of the proposed solicitation  activities,  and the nature
of the reasons for such further  solicitation.  One or more of the proposals in
this proxy  statement  may be voted on prior to any  adjournment  if sufficient
votes have been received for a proposal and such vote is otherwise appropriate.
With respect to each matter,  any such adjournment will require the affirmative
vote of a majority  of those  shares of the Trust  present  at the  Shareholder
Meeting in person or by proxy and entitled to vote thereon.

OTHER BUSINESS.  The Board of Trustees knows of no other business to be brought
before the Shareholder  Meeting.  However,  if any other matters  properly come
before the Shareholder  Meeting, it is their intention that proxies that do not
contain specific  restrictions to the contrary will be voted on such matters in
accordance  with the  judgment of the persons  named as proxies on the enclosed
proxy card.

SOLICITATION OF PROXIES.  In addition to soliciting proxies by mail,  employees
of IMCO and/or an outside  proxy  solicitation  service may solicit  proxies by
telephone. Your Funds may also arrange to have votes recorded by telephone. The
telephone   voting   procedure  is  designed  to   authenticate   shareholders'
identities,  to allow  shareholders  to authorize the voting of their shares in
accordance with their instructions, and to confirm that their instructions have
been properly  recorded.  Shareholders would be called at the phone number IMCO
has in its  records  for their  accounts,  and would be asked for their  Social
Security number or other identifying  information.  The shareholders would then
be given

                                      16

an  opportunity  to  authorize  proxies to vote their  shares at the meeting in
accordance  with  their   instructions.   To  ensure  that  the   shareholders'
instructions   have  been  recorded   correctly,   they  will  also  receive  a
confirmation of their instructions in the mail. A special toll-free number will
be  available  in  case  the  information  contained  in  the  confirmation  is
incorrect.  In addition,  shareholders may cast their vote through the Internet
by going to www.proxyvote.com.

The  Board  of   Trustees   has  adopted  a  general   policy  of   maintaining
confidentiality  in the voting of proxies.  Consistent  with this policy,  your
Funds may solicit proxies from  shareholders who have not voted their shares or
who have abstained from voting.

Persons  holding  shares as nominees will upon request be reimbursed  for their
reasonable  expenses in soliciting  instructions from their  principals.  [Your
Funds have retained at SAS  expense  __________ (name,  address) to  aid in the
solicitation  instructions for nominee accounts, for a fee not to exceed $_____
plus reasonable  out-of-pocket expenses for mailing and phone costs. Your Funds
have  also  retained  _____________________  (name,  address)  to  aid  in  the
solicitation  instructions  for  registered  accounts  for a fee not to  exceed
$_____ plus reasonable out-of-pocket expenses.

REVOCATION OF PROXIES.  Proxies,  including proxies given on our web site or by
telephone,  may be  revoked  at any time  before  they are  voted by a  written
revocation  received by your Funds, by properly  executing a later-dated proxy,
or by attending the Shareholder Meeting and voting in person.

DATE  FOR  RECEIPT  OF  SHAREHOLDERS'   PROPOSALS  FOR  SUBSEQUENT  SHAREHOLDER
MEETINGS.  Under the  provisions of a Master Trust  Agreement of the Trust,  no
annual  meeting of  shareholders  is required,  and your Funds do not currently
intend to hold such a meeting. Ordinarily, there will be no shareholder meeting
unless  required  by the  1940  Act or  otherwise.  Shareholder  proposals  for
inclusion in the proxy statement for any subsequent meeting must be received by
your Funds  within a  reasonable  period of time prior to any such  shareholder
meeting.  Shareholders  collectively  holding  at least 10% of the  outstanding
shares of the  Trust may  request  a  shareholder  meeting  at any time for the
purpose of voting to remove one or more of the trustees.  The Trust will assist
in communicating to other shareholders about such meeting.

FINANCIAL  INFORMATION.  YOUR FUNDS WILL FURNISH,  WITHOUT CHARGE,  TO YOU UPON
REQUEST A COPY OF THE FUNDS'  ANNUAL  REPORTS FOR ITS MOST RECENT  FISCAL YEAR,
AND A COPY OF THEIR SEMIANNUAL  REPORTS FOR ANY SUBSEQUENT  SEMIANNUAL  PERIOD.
SUCH  REQUEST MAY BE DIRECTED TO USAA  INVESTMENT  TRUST,  9800  FREDERICKSBURG
ROAD, SAN ANTONIO, TEXAS 78288 OR 1-800-531-8181.

                                      17

Further Information About Your Funds

COMMITTEES OF THE BOARD OF TRUSTEES. The Board of Trustees has four committees:
an Executive Committee,  an Audit Committee, a Pricing and Investment Committee
and a Corporate  Governance  Committee.  Between  the  meetings of the Board of
Trustees and while it is not in session,  the Executive  Committee may exercise
all of the powers of the Board of Trustees in the management of the business of
the Trust, which may be delegated to it by the Board of Trustees. The Executive
Committee consists of four trustees,  currently Messrs.  Davis, Roth, Saunders,
and Freeman.

The Audit  Committee  consists of four  trustees,  currently  Messrs.  Freeman,
Mason, and Zucker, and Mrs. Dreeben,  none of whom is an "interested person" of
the Trust. The Audit Committee (a) selects an external auditor; (b) reviews and
approves and annual audit plan; (c) reviews summaries of financial results; (d)
reviews  the  reports of the  auditors;  and (e)  undertakes  such  studies and
analyses of various  matters as shall from time to time be deemed  necessary by
the Board of Trustees,  and makes appropriate  recommendations  to the Board of
Trustees on such matters.

The Pricing and  Investment  Committee  consists  of five  Trustees,  currently
Messrs. Saunders, Freeman, Mason, and Zucker, and Mrs. Dreeben. The Pricing and
Investment  Committee (a) acts upon and deals with certain  questions,  issues,
and matters that may arise under Rule 2a-7 and the "Procedures to Stabilize Net
Asset Value"  adopted by the Trust as it impacts  money market  funds;  and (b)
considers and acts upon such investment  issues and matters as may be presented
relevant to the Funds.

The  Corporate  Governance  Committee  consists of all the trustees who are not
"interested persons" of the Trust, which presently consists of Messrs. Freeman,
Mason, and Zucker,  and Mrs. Dreeben.  Its purpose is to maintain  oversight of
the  organization  and  performance  of the Board of Trustees;  to evaluate the
effectiveness  of the  Board of  Trustees,  and to  ensure  that  the  Board of
Trustees  conducts itself  ethically and in accordance with applicable laws; to
establish a policy on its tenure and term limitations for independent trustees;
to recommend candidates to fill vacancies for independent trusteeship positions
of the Board of Trustees; and to consider and act upon such other issues as may
be presented to it by the Board of Trustees.

OFFICERS AND OTHER INFORMATION.  In addition to officers that are trustees, the
officers of the Trust are as follows:

                                                           YEAR FIRST
NAME AND AGE                    OFFICE                  ELECTED TO OFFICE
- ------------                    ------                  -----------------
Michael D. Wagner (51)          Secretary                     1983
Alex M. Ciccone (48)            Assistant Secretary           1995
Mark S. Howard (35)             Assistant Secretary           1997
Sherron A. Kirk (54)            Treasurer                     1992
Caryl Swann (51)                Assistant Treasurer           1998

                                      18

Due to their affiliation with the Trust's investment adviser, IMCO, the Trust's
officers receive no compensation from the Trust for their services.

In addition to the previously  listed trustees and/or officers of the Trust who
also serve as directors and/or officers of IMCO, the following  individuals are
directors  and/or  executive  officers of IMCO:  Carl W.  Shirley,  Senior Vice
President,  Insurance  Trust  Portfolios;  and John J.  Dallahan,  Senior  Vice
President,  Investment  Services.  There are no family  relationships among the
trustees, officers, and managerial level employees of the Trust or IMCO.

                                      19

                                   EXHIBIT A

                         PROPOSED AMENDMENT TO TRUST'S
                          FIRST AMENDED AND RESTATED
                            MASTER TRUST AGREEMENT

               Proposed Amendment to Section 4.2(g) of the First
                  Amended and restated Master Trust Agreement
                  dated June 2, 1995 of USAA Investment Trust

Delete existing Section 4.2(g) in its entirely and substitute the following:

     (g)REDEMPTION  BY  TRUST.  Each  Share  of each  Sub-Trust  that  has been
established  and  designated  is  subject  to  redemption  by the  Trust at the
redemption  price  which  would be  applicable  if such  Share  was then  being
redeemed by the Shareholder pursuant to subsection (f) of the Section 4.2(g) in
accordance  with such terms and conditions as  may be  determined  from time to
time by the  Trustees.  Upon  such  redemption  the  holders  of the  Shares so
redeemed  shall have no  further  rights  with  respect  thereto  other than to
receive payment of such redemption price.

26858-0899


                                                               PRELIMINARY COPY

USAA     USAA
EAGLE    INVESTMENT
LOGO     MANAGEMENT
         COMPANY

9800 Fredericksburg Road
San Antonio, TX 78288

                          USAA INVESTMENT TRUST, INC.
Balanced Strategy Fund,  Cornerstone Strategy Fund, Emerging Markets Fund, GNMA
Trust,  Gold Fund,  Growth and Tax Strategy Fund,  Growth Strategy Fund, Income
Strategy  Fund,  International  Fund,  Treasury  Money Market Trust,  and World
Growth Fund
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288

                       PROXY FOR THE SHAREHOLDER MEETING
               2 p.m., Central Standard Time, on October 15, 1999


The undersigned  hereby appoints Michael J.C. Roth, John W. Saunders,  Jr., and
Howard L. Freeman,  Jr., and each of them, with full power of substitution,  as
proxies of the  undersigned to vote all shares of stock that the undersigned is
entitled in any capacity to vote at the above-stated  shareholder  meeting, and
at any and all adjournments or postponements thereof (the Shareholder Meeting),
on the matters set forth in this Proxy Card, and, in their discretion, upon all
matters incident to the conduct of the Shareholder  Meeting and upon such other
matters as may properly be brought before the Shareholder  Meeting.  This proxy
revokes all prior proxies given by the undersigned.

In lieu of  completing,  signing and mailing this proxy card, you may cast your
votes  by  calling  toll-free  1-800-690-6903  or  accessing  the  web  site at
www.proxyvote.com.

All properly executed proxies will be voted as directed. If no instructions are
indicated on a properly executed proxy, the proxy will be voted FOR approval of
Proposals I, II and III. All ABSTAIN votes will be  counted only in determining
the existence of a quorum at the Shareholder Meeting.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES  WITH RESPECT TO THE
FUNDS.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS I, II and III.

PLEASE SIGN AND DATE BELOW AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED
POSTAGE PAID ENVELOPE.

The  appointed  proxies will vote on any other  business as may  properly  come
before the Shareholder Meeting or any adjournment thereof.

TO VOTE, MARK BLOCK IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DETATCH AND RETURN THIS PORTION ONLY

USAA INVESTMENT TRUST

Vote on Trustees
                                                For  Withhold  For All
I.   Election of Messrs. 01) Davis, 02) Roth,   All     All    Except:
     03) Peebles, 04)Reimherr, 05) Zucker,
     06) Dr. Mason, and 06) Mrs. Dreeben        [  ]   [  ]     [  ]
     to the Board  of Trustees  of USAA
     Investment Trust.
                                               To withhold authority to vote,
                                               mark "For All Except" and write
                                               the nominee's number on the line
                                               below:
                                               ________________________________

Vote on Proposals                                        For  Against   Abstain

II.  Approval of an amendment to the Trust's First
     Amended and Restated  Master Trust  Agreement
     to permit  the  Trust to  redeem  shareholder
     accounts    under   terms   and    conditions
     established by the Board of Trustees.              [  ]    [  ]      [  ]

III. Ratification  of the selection of KPMG LLP as
     the independent auditors of the Funds.             [  ]    [  ]      [  ]

Receipt of the Notice of Meeting  and the Proxy  Statement,  dated  __________,
1999, is hereby acknowledged.

(Joint owners should EACH sign.  Please sign EXACTLY as your name(s) appears on
this card. When signing as attorney, trustee, executor, administrator, guardian
or corporation officer, please give your FULL title.

YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL YOUR PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE PAID ENVELOPE.
 ___________________________________         _________________________________
|                                   |       |                                 |
|___________________________________|       |_________________________________|
 Signature [PLEASE SIGN WITHIN BOX] Date     Signature (Joint Owners)      Date