Usaa Mutual Funds Trust · 497 · On 10/31/06

Filed On 10/31/06 9:30am ET   ·   SEC File 33-65572   ·   Accession Number 908695-6-43

Definitive Material   ·   Rule 497
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 497         Prospectus/Sai Supplement to Extended Market Index     2±     8K 
                          Fund                                                   

Document Table of Contents

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[USAA                    USAA EXTENDED MARKET INDEX FUND                        
EAGLE                   SUPPLEMENT DATED OCTOBER 31, 2006                       
LOGO (R)]                   TO THE FUND'S PROSPECTUS AND                        
 STATEMENT OF ADDITIONAL INFORMATION (SAI)
DATED AUGUST 1, 2006

Prior to September 29, 2006,  Fund Asset  Management,  L.P.  (FAM),  an indirect
wholly owned  subsidiary of Merrill  Lynch & Co., Inc. (ML & Co.),  acted as the
investment  adviser to the Master Extended Market Index Series  (Extended Market
Portfolio),  which is the master fund in which the USAA  Extended  Market  Index
Fund invests all of its assets.                                                 

On September 29, 2006,  BlackRock,  Inc.  (BlackRock)  consummated a transaction
with ML & Co. whereby ML & Co.'s investment management business,  including FAM,
combined with that of BlackRock to create a new independent  company that is one
of the world's  largest asset  management  firms with over $1 trillion in assets
under  management.  The combined  company  offers a full range of equity,  fixed
income,  cash  management,  and  alternative  investment  products  with  strong
representation in both retail and institutional  channels,  in the United States
and in  non-U.S.  markets.  The new  company  has  over  4,500  employees  in 18
countries and a major presence in most key markets, including the United States,
the United  Kingdom,  Asia,  Australia,  the Middle East, and Europe.  Effective
September 29, 2006,  the Extended  Market  Portfolio  entered into an investment
advisory  agreement  with  BlackRock  Advisors,  LLC  (BlackRock  Advisors),  an
indirect  wholly owned  subsidiary  of  BlackRock,  whereby  BlackRock  Advisors
manages the Extended Market  Portfolio  subject to the oversight of the Extended
Market  Portfolio's  Board of Trustees.  BlackRock  Advisors  has a  subadvisory
agreement with BlackRock Investment Management,  LLC (BIM), an affiliate,  under
which  BlackRock  Advisors  pays BIM, for the  services it provides,  74% of the
advisory  fee  that  BlackRock   Advisors  receives  from  the  Extended  Market
Portfolio.  BIM is responsible for the day-to-day  management of Extended Market
Portfolio's  investments.  Under  the  new  investment  advisory  agreement  and
subadvisory  agreement,  the compensation  paid to and the services  provided by
BlackRock are the same as those under the previous Advisory Agreement with FAM. 

AS A RESULT OF THIS  CHANGE,  THE  PROSPECTUS  AND SAI  DATED  AUGUST 1, 2006 IS
REVISED AS FOLLOWS.                                                             

     All  references  in the Fund's  prospectus  and SAI  relating to Fund Asset
     Management,  L.P.  (FAM) have been  deleted  and  replaced  with  BlackRock
     Advisors,  LLC  and  BlackRock  Investment  Management,  LLC  (collectively
referred to as BlackRock).                                            

INSERT THE FOLLOWING  INFORMATION  IN PLACE OF THE SECOND  SENTENCE OF THE THIRD
PARAGRAPH OF THE SECOND COLUMN ON PAGE 7 OF THE PROSPECTUS.                     

     The  Extended  Market  Portfolio  has  retained  the  services of BlackRock
     Advisors, LLC, located at 100 Bellevue Parkway, Wilmington, Delaware 19809,
     as  investment  adviser.  BlackRock  Advisors,  LLC,  has  entered  into  a
     subadvisory agreement with its affiliate,  BlackRock Investment Management,
     LLC,  which is responsible  for the  day-to-day  management of the Extended
     Market  Portfolio.   BlackRock  Advisors,   LLC  and  BlackRock  Investment
Management, LLC are collectively referred to herein as BlackRock.     

INSERT THE FOLLOWING  INFORMATION  IN PLACE OF THE CURRENT  SECTION  RELATING TO
"PORTFOLIO MANAGER" ON PAGES 7-8 OF THE PROSPECTUS.                             

PORTFOLIO MANAGER                                                               

     BlackRock is one of the world's largest asset management firms with over $1
     trillion in assets under management.  BlackRock has both the experience and
     expertise to offer a broad range of investment services to many diversified
market segments.                                                      

     The  Extended  Market  Portfolio is managed by the  BlackRock  Quantitative
     Index Management  Team. The members of the team are Jeffrey L. Russo,  CFA,
     and Debra L. Jelilian. Mr. Russo and Ms. Jelilian are primarily responsible
     for  the  day-to-day   management  of  the  Extended   Market   Portfolio's
investments.                                                          

     Mr.  Russo has been a Director of  BlackRock  since 2006.  Mr.  Russo was a
     Director of Merrill Lynch  Investment  Managers,  L.P.  (MLIM) from 2004 to
     2006, was a Vice President thereof from 1999 to 2004, and has been a member
     of the Extended  Market  Portfolio's  management team since 2000. Mr. Russo
has eleven years' experience as a portfolio manager and trader.       

     Ms.  Jelilian has been a Director of BlackRock since 2006. Ms. Jelilian was
     a Director of MLIM from 1999 to 2006, and has been a member of the Extended
     Market  Portfolio's  management  team since  2000.  Ms.  Jelilian  has over
 fourteen years' experience in investing and managing index investments.

     The statement of additional  information  provides  additional  information
     about the portfolio  managers'  compensation,  other accounts managed,  and
ownership of Fund securities.                                         

                                                                      64575-1006

Dates Referenced Herein   and   Documents Incorporated By Reference

This 497 Filing		Date		Other Filings
		8/1/06
		9/29/06		485APOS
Filed On / Filed As Of / Effective As Of		10/31/06
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