UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR/S CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-7852 Exact name of registrant as specified in charter: USAA MUTUAL FUNDS TRUST Address of principal executive offices and zip code: 9800 FREDERICKSBURG ROAD SAN ANTONIO, TX 78288 Name and address of agent for service: DANIEL J. MAVICO USAA MUTUAL FUNDS TRUST 9800 FREDERICKSBURG ROAD SAN ANTONIO, TX 78288 Registrant's telephone number, including area code: (210) 498-0226 Date of fiscal year end: MAY 31 Date of reporting period: NOVEMBER 30, 2013 ITEM 1. SEMIANNUAL REPORT TO STOCKHOLDERS. USAA MUTUAL FUNDS TRUST - SEMIANNUAL REPORT FOR PERIOD ENDED NOVEMBER 30, 2013 [LOGO OF USAA] USAA(R) [GRAPHIC OF USAA CORNERSTONE MODERATELY AGGRESSIVE FUND] ===================================================== SEMIANNUAL REPORT USAA CORNERSTONE MODERATELY AGGRESSIVE FUND NOVEMBER 30, 2013 ===================================================== ================================================================================ ================================================================================ PRESIDENT'S MESSAGE "IT IS IMPORTANT TO OWN A VARIETY OF INVESTMENTS THAT TEND TO PERFORM [PHOTO OF DANIEL S. McNAMARA] DIFFERENTLY IN DIFFERENT ENVIRONMENTS." -------------------------------------------------------------------------------- DECEMBER 2013 As experienced investors know, major moves in an asset class can happen quickly. This was the case during the reporting period for both stocks and bonds. For stocks, it was essentially a tale of two markets. In the first half of the period, global stocks retreated on hints from Federal Reserve (the Fed) Chairman Ben Bernanke that the Fed might begin tapering (or reducing) its quantitative easing (QE) asset purchases. (Through QE, the Fed was buying $85 billion in U.S. Treasury securities and mortgage-backed securities every month in order to push down long-term interest rates and stimulate economic growth and it recently signaled that it will reduce this amount to $75 billion every month.) Overall, for the period between May 31, 2013, and September 5, 2013, international stocks (which exclude the United States and Europe) and European stocks gained about 3%, while U.S. stocks returned approximately 2%. Emerging market stocks declined. Global stocks reversed direction in the second half of the reporting period, rallying strongly after the Fed delayed the inevitable taper. Between September 6, 2013, and November 29, 2013, European stocks gained more than 10%, outperforming U.S. and international stocks -- both of which advanced nearly a still-respectable 10% -- and emerging markets stocks, which recorded a return of about 8%. Varied performance, such as this, is an important reminder of the benefits of diversification: it is important to own a variety of investments that tend to perform differently in different environments. In the bond market, longer-term interest rates rose on expectations of a reduction in the Fed's asset purchases. Bond prices, which move in the opposite direction of interest rates, declined. The increase in rates was most pronounced in the longer end of the yield curve -- in five-year, 10-year and 30-year maturities. For fixed-income investors, it was a mixed blessing. Higher rates meant a decrease in principal value. On the other hand, lower prices mean investors have the opportunity to reinvest at higher rates and earn more on any new investments. Meanwhile, short-term interest rates remained anchored near zero. The Fed has said it will keep the targeted federal funds rate between 0% and 0.25% as long as unemployment is above 6.5% and inflation remains below 2.5%. ================================================================================ ================================================================================ Looking ahead, I expect the Fed to continue its asset purchases for the foreseeable future. Janet Yellen, who has been nominated to succeed Bernanke, said this past November that she supports the continuation of the Fed's accommodative monetary policies. Yellen also told the Senate Banking Committee that the Fed would eventually have to begin tapering (which it subsequently stated it will do). However, I believe that the Fed will continue asset purchases, as the U.S. economy remains fragile. As the Fed starts to taper its asset purchases, longer-term interest rates will probably increase. Though gradually rising rates can be a headwind for investors, fixed-income investing is not an all-or-none scenario. I believe that bonds continue to have a place in a diversified portfolio, in part because of the income they provide. Furthermore, the bond market is not one market but is actually a market of many different types of bonds, including U.S. Treasuries, mortgage-backed securities, investment-grade bonds, high-yield bonds, municipal securities, and more. Many of these fixed-income asset classes performed differently (some better and some worse than U.S. Treasuries) during the reporting period. Meanwhile, equity valuations have risen faster than fundamentals. I believe valuations will continue to rise if economic growth accelerates and profit margins can maintain their current levels. If growth stalls or decelerates and profit margins decrease, earnings may disappoint and stocks may trim their gains. Precious metals, like fixed-income securities, underperformed during the reporting period. The underperformance, in my view, was driven by concern that Fed tapering would be stronger than expected, which could lead to a rally in the U.S. dollar and reduce the need for inflation protection. Precious metals are typically used as a long-term inflation hedge. Exposure to gold and other precious metals and minerals may enhance overall portfolio diversification. In the months ahead, rest assured that we will continue to monitor the financial markets as well as Congressional budget negotiations, Fed policy, economic trends, corporate earnings, and other factors that potentially could affect the performance of your investments. On behalf of everyone at USAA Asset Management Company, thank for your continued investment in our family of no-load mutual funds. Sincerely, /S/ DANIEL S. MCNAMARA Daniel S. McNamara President USAA Investment Management Company Past performance is no guarantee of future results. o As interest rates rise, bond prices fall o Diversification is a technique to help reduce risk and does not guarantee a profit or prevent a loss. o Emerging market countries are less diverse and mature than other countries and tend to be politically less stable. o Financial advice provided by USAA Financial Planning Services Insurance Agency, Inc. (known as USAA Financial Insurance Agency in California, License # 0E36312), and USAA Financial Advisors, Inc., a registered broker dealer. ================================================================================ ================================================================================ TABLE OF CONTENTS -------------------------------------------------------------------------------- FUND OBJECTIVE 1 MANAGERS' COMMENTARY 2 INVESTMENT OVERVIEW 7 FINANCIAL INFORMATION Portfolio of Investments 11 Notes to Portfolio of Investments 34 Financial Statements 38 Notes to Financial Statements 41 EXPENSE EXAMPLE 59 THIS REPORT IS FOR THE INFORMATION OF THE SHAREHOLDERS AND OTHERS WHO HAVE RECEIVED A COPY OF THE CURRENTLY EFFECTIVE PROSPECTUS OF THE FUND, MANAGED BY USAA ASSET MANAGEMENT COMPANY. IT MAY BE USED AS SALES LITERATURE ONLY WHEN PRECEDED OR ACCOMPANIED BY A CURRENT PROSPECTUS, WHICH PROVIDES FURTHER DETAILS ABOUT THE FUND. (C)2014, USAA. All rights reserved. ================================================================================ ================================================================================ FUND OBJECTIVE The USAA CORNERSTONE MODERATELY AGGRESSIVE FUND (the Fund) seeks capital appreciation with a secondary focus on current income. -------------------------------------------------------------------------------- TYPES OF INVESTMENTS The Fund invests in equity securities, bonds, money market instruments, and other instruments. The Fund will have a target asset class allocation of approximately 60% equity securities and 40% fixed-income securities. The actual asset class allocation can deviate from time to time from these targets as market conditions warrant. The implementation of the asset allocation may involve the extensive use of equity and fixed-income exchange-traded funds (ETFs). The Fund may invest in investment-grade and below-investment-grade securities. The Fund also may use alternative investment strategies and other instruments from time to time, in an attempt to reduce its volatility over time and to enhance the Fund's return and diversification. IRA DISTRIBUTION WITHHOLDING DISCLOSURE We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state's set rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. If you wish to make such an election, please call USAA Asset Management Company at (800) 531-USAA (8722). If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. ================================================================================ FUND OBJECTIVE | 1 ================================================================================ MANAGERS' COMMENTARY ON THE FUND USAA Asset Management Company Quantitative Management Associates LLC JOHN P. TOOHEY, CFA JACOB POZHARNY, Ph.D. WASIF A. LATIF JOHN VAN BELLE, Ph.D. ARNOLD J. ESPE, CFA DAN DENBOW, CFA -------------------------------------------------------------------------------- o HOW DID THE USAA CORNERSTONE MODERATELY AGGRESSIVE FUND (THE FUND) PERFORM DURING THE REPORTING PERIOD? The Fund returned 4.59% during the reporting period ended November 30, 2013. This compares to returns of 5.96% for the Lipper Global Flexible Funds Index and 11.91% for the S&P 500(R) Index. o WHAT SPECIFIC ELEMENTS OF YOUR POSITIONING HELPED PERFORMANCE? Our domestic equity allocation made a positive contribution to performance. The U.S. equity market delivered strong returns as growing optimism about the economic outlook helped fuel investors' appetite for risk. The Fund's equity weighting is higher than that of the Lipper peer group, which was a positive for performance at a time of robust stock market returns. Our equity allocation is diversified among individual large-cap U.S. stocks and exchange-traded funds (ETFs) that provide exposure to domestic mid- and small-cap stocks. Refer to page 8 for benchmark definitions. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. ================================================================================ 2 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ The Fund's large-cap portfolio, which emphasizes stocks with attractive valuations and improving fundamentals, finished with a positive return and robust relative performance versus the broader U.S. equity market. While our focus on high-quality stocks would typically be a headwind in a momentum- driven market, our strong individual stock selection helped the large-cap portfolio to outperform. In addition, our allocations to both mid- and small-cap stocks enabled us to capitalize on the strong relative performance of these asset classes. The non-U.S. equity portion of the Fund also delivered positive returns. Our developed market international allocation incorporates ETFs and a portfolio of individual stocks managed by the subadvisor QMA Associates LLC (QMA). QMA produced a positive absolute return and outperformed its benchmark during the semi-annual period, a positive for Fund performance. Our holdings in ETFs that invest in the developed overseas markets performed well due in part to the signs of recovery in Europe's economy and the aggressive policies of Japan's central bank. Our allocation to the emerging markets -- which includes both broad-based and ETFs linked to individual countries where we see the potential for outperformance -- also produced a gain, albeit a more modest one than our positions in the developed markets. During the reporting period, investors reacted negatively to the prospect of the U.S. Federal Reserve (the Fed) "tapering" (or reducing) the bond-buying program known as "quantitative easing" which caused emerging markets stocks to lag as well as weaker-than-expected growth in key markets such as Brazil, China, and India. During the reporting period, the U.S. investment-grade bond market experienced poor performance under the threat of a possible tapering by the Fed. While the Fed kept the policy intact through the close of the reporting period, the potential for a withdrawal of support led to a sell-off in intermediate- and long-term investment-grade bonds. Shortly after the reporting period ended, the Fed signaled that it will begin ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 3 ================================================================================ tapering its bond-buying program from $85 billion per month to $75 billion per month. Our bond portfolio delivered a positive performance in the past six months, which helped mitigate the impact of broader bond market weakness. We continued to construct the portfolio on a bond-by-bond basis using fundamental credit research, with a focus on higher-yielding securities in the investment-grade corporate bond and commercial mortgage-backed securities sectors. Within the corporate segment, we held an overweight -- or above-market weighting -- in bonds issued by banks and insurance companies, which continued to work well. In addition, we maintained a below-average duration (to reduce interest-rate sensitivity) in order to protect the portfolio against the potential for market volatility, particularly among longer-term bonds. This defensive approach aided performance in the difficult market environment of the past six months. The Fund has a modest allocation to high-yield bonds. This asset class tends to have a lower sensitivity to interest-rate risk than the investment-grade segment of the market, which was a positive during the reporting period. High-yield bonds were also helped by stronger economic growth and investors' continued preference for income-producing securities. o WHAT ELEMENTS OF YOUR POSITIONING HURT PERFORMANCE? Our allocation to gold and precious metals stocks was the weakest segment of the portfolio. The price of gold weakened in an environment of low inflation and positive investor sentiment, and gold stocks lagged even more significantly due to their contracting profit margins and weak earnings results. Although our precious metals allocation lagged considerably in the past six months, it's important to keep in mind that we construct the portfolio to deliver strong risk-adjusted returns over a full market cycle rather than trying to maximize short-term performance. We believe it's ================================================================================ 4 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ essential to maintain this diversified approach rather than overreacting when some elements of the portfolio aren't working. The Fund's option hedging strategy -- which is designed to help cushion the impact of large stock market sell-offs -- also detracted from performance, as is typically the case during sizeable rallies. On a longer-term basis, however, we view the hedging strategy as a way to help mitigate against sharp declines in equity markets during the inevitable periods of elevated volatility. o WHAT IS YOUR OUTLOOK FOR THE FINANCIAL MARKETS AS WE MOVE INTO 2014? As we look ahead to 2014, we foresee an environment in which financial- market performance may be somewhat more muted. Developed-market stocks are more richly valued, and yields on long-term bonds are likely to trend higher over time. What's more, we anticipate a high level of market uncertainty stemming from shifting expectations for the country's fiscal and monetary policies. Accordingly, we are closely monitoring economic data to assess whether the recent uptick in economic indicators is a sign that the U.S. economy is about to achieve "escape velocity." If growth does indeed pick up, that would represent a strong indication that corporate sales growth can accelerate from its current low level. This is critical for equities, since market performance has run far ahead of earnings growth in 2013 -- indicating that expanding valuations has been the key driver of performance. It's, therefore, likely that investors will soon need to see an improvement in revenues for equities to maintain their upward trajectory. Our approach to this potentially challenging backdrop is to emphasize fundamentals and valuations as the basis for determining the Fund's optimal asset allocation. We seek to construct a portfolio that is truly diversified in that it is positioned to capitalize on a wide range of potential outcomes regarding global growth, central bank policy, and ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 5 ================================================================================ inflation. We believe this nimble approach -- and not one that simply seeks to "ride the wave" of accommodative central bank policies -- will be critical to generating outperformance in the year ahead. Thank you for your investment in the Fund. Non-investment grade securities are considered speculative and are subject to significant credit risk. They are sometimes referred to as junk bonds since they represent a greater risk of default than more creditworthy investment- grade securities. o As interest rates rise, bond prices fall. o Foreign investing is subject to additional risks, such as currency fluctuations, market illiquidity, and political instability. Emerging market countries are less diverse and mature than other countries and tend to be politically less stable. ================================================================================ 6 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ INVESTMENT OVERVIEW USAA CORNERSTONE MODERATELY AGGRESSIVE FUND (THE FUND) (Ticker Symbol: USCRX) -------------------------------------------------------------------------------- 11/30/13 5/31/13 -------------------------------------------------------------------------------- Net Assets $2,369.9 Million $2,294.8 Million Net Asset Value Per Share $25.28 $24.17 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/13 -------------------------------------------------------------------------------- 5/31/13-11/30/13* 1 Year 5 Years 10 Years 4.59% 11.41% 13.46% 5.78% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/13 -------------------------------------------------------------------------------- 1 Year 5 Years 10 Years 10.85% 12.82% 5.45% -------------------------------------------------------------------------------- EXPENSE RATIO AS OF 5/31/13** -------------------------------------------------------------------------------- 1.28% (Includes acquired fund fees and expenses of 0.06%) THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratio represents the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2013, and is calculated as a percentage of average net assets. This expense ratio may differ from the expense ratios disclosed in the Financial Highlights, which excludes acquired fund fees and expenses. Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on distributions or the redemption of shares. ================================================================================ INVESTMENT OVERVIEW | 7 ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] LIPPER GLOBAL FLEXIBLE USAA CORNERSTONE MODERATELY S&P 500 INDEX FUNDS INDEX AGGRESSIVE FUND 11/30/03 $10,000.00 $10,000.00 $10,000.00 12/31/03 10,524.45 10,334.98 10,418.86 01/31/04 10,717.62 10,568.63 10,549.76 02/29/04 10,866.59 10,717.23 10,737.93 03/31/04 10,702.65 10,765.41 10,647.94 04/30/04 10,534.64 10,454.95 10,463.86 05/31/04 10,679.21 10,503.28 10,553.86 06/30/04 10,886.86 10,649.63 10,762.48 07/31/04 10,526.54 10,378.18 10,447.50 08/31/04 10,569.12 10,418.93 10,451.59 09/30/04 10,683.59 10,669.18 10,635.67 10/31/04 10,846.80 10,864.86 10,791.11 11/30/04 11,285.68 11,367.90 11,236.99 12/31/04 11,669.72 11,691.51 11,617.88 01/31/05 11,385.27 11,483.96 11,422.00 02/28/05 11,624.87 11,753.47 11,691.88 03/31/05 11,419.01 11,534.74 11,491.64 04/30/05 11,202.45 11,413.96 11,317.53 05/31/05 11,558.89 11,632.69 11,548.23 06/30/05 11,575.30 11,759.51 11,587.41 07/31/05 12,005.76 12,039.90 11,926.93 08/31/05 11,896.22 12,109.11 12,009.64 09/30/05 11,992.57 12,331.78 12,083.64 10/31/05 11,792.65 12,095.67 11,818.11 11/30/05 12,238.67 12,393.85 12,070.58 12/31/05 12,242.87 12,721.58 12,260.23 01/31/06 12,567.10 13,237.37 12,586.98 02/28/06 12,601.20 13,227.55 12,558.57 03/31/06 12,758.05 13,411.95 12,719.58 04/30/06 12,929.36 13,694.21 12,951.62 05/31/06 12,557.24 13,355.36 12,549.10 06/30/06 12,574.26 13,252.35 12,568.04 07/31/06 12,651.83 13,264.94 12,672.22 08/31/06 12,952.85 13,547.63 12,956.35 09/30/06 13,286.65 13,708.23 13,065.27 10/31/06 13,719.61 14,016.93 13,406.23 11/30/06 13,980.50 14,351.80 13,747.18 12/31/06 14,176.61 14,504.61 13,953.89 01/31/07 14,391.01 14,636.96 14,126.49 02/28/07 14,109.54 14,565.91 14,074.19 03/31/07 14,267.35 14,682.56 14,231.09 04/30/07 14,899.33 15,040.30 14,602.43 05/31/07 15,419.24 15,347.47 14,911.00 06/30/07 15,163.08 15,319.49 14,769.79 07/31/07 14,692.95 15,246.96 14,513.51 08/31/07 14,913.20 15,193.64 14,518.74 09/30/07 15,470.93 15,731.22 15,088.82 10/31/07 15,717.03 16,093.85 15,507.23 11/30/07 15,059.95 15,637.19 14,884.85 12/31/07 14,955.47 15,481.33 14,795.23 01/31/08 14,058.42 14,935.02 14,069.56 02/29/08 13,601.72 14,885.10 13,961.61 03/31/08 13,542.99 14,806.47 13,739.71 04/30/08 14,202.57 15,275.27 14,183.51 05/31/08 14,386.53 15,432.13 14,495.37 06/30/08 13,173.70 14,604.53 13,667.74 07/31/08 13,062.96 14,310.40 13,367.88 08/31/08 13,251.91 14,183.15 13,187.96 09/30/08 12,071.07 12,859.43 11,904.55 10/31/08 10,043.76 10,831.98 9,895.47 11/30/08 9,323.07 10,230.73 9,331.73 12/31/08 9,422.27 10,469.94 9,696.01 01/31/09 8,628.10 9,886.26 9,057.46 02/28/09 7,709.40 9,179.17 8,369.32 03/31/09 8,384.71 9,705.16 8,828.08 04/30/09 9,187.20 10,432.76 9,634.01 05/31/09 9,701.07 11,247.36 10,669.33 06/30/09 9,720.31 11,309.21 10,780.92 07/31/09 10,455.53 12,044.84 11,425.67 08/31/09 10,833.02 12,449.89 11,785.24 09/30/09 11,237.26 12,875.67 12,405.19 10/31/09 11,028.50 12,685.88 12,423.79 11/30/09 11,690.03 13,120.29 12,814.36 12/31/09 11,915.83 13,299.25 13,056.22 01/31/10 11,487.17 13,041.39 12,883.75 02/28/10 11,843.01 13,230.98 13,081.77 03/31/10 12,557.68 13,821.34 13,631.10 04/30/10 12,755.93 13,978.29 13,758.85 05/31/10 11,737.36 13,153.06 13,043.44 06/30/10 11,122.93 12,934.82 12,781.55 07/31/10 11,902.24 13,537.97 13,407.53 08/31/10 11,364.92 13,283.90 13,196.74 09/30/10 12,379.18 13,996.76 14,033.52 10/31/10 12,850.20 14,464.60 14,391.22 11/30/10 12,851.85 14,285.96 14,276.25 12/31/10 13,710.75 14,884.97 14,836.70 01/31/11 14,035.72 14,925.67 14,935.13 02/28/11 14,516.57 15,284.32 15,348.53 03/31/11 14,522.34 15,380.33 15,492.90 04/30/11 14,952.43 15,882.12 15,952.24 05/31/11 14,783.17 15,672.00 15,781.63 06/30/11 14,536.75 15,403.06 15,538.83 07/31/11 14,241.15 15,342.18 15,440.40 08/31/11 13,467.54 14,639.82 14,626.71 09/30/11 12,520.79 13,633.15 13,721.16 10/31/11 13,889.23 14,400.77 14,442.98 11/30/11 13,858.53 14,293.34 14,383.92 12/31/11 14,000.29 14,186.19 14,268.44 01/31/12 14,627.72 14,780.86 14,809.42 02/29/12 15,260.25 15,259.41 15,188.11 03/31/12 15,762.46 15,363.90 15,228.68 04/30/12 15,663.52 15,250.73 15,181.35 05/31/12 14,722.13 14,450.28 14,525.41 06/30/12 15,328.71 14,853.60 14,883.81 07/31/12 15,541.61 15,029.75 15,032.58 08/31/12 15,891.65 15,297.09 15,282.78 09/30/12 16,302.32 15,596.72 15,620.90 10/31/12 16,001.31 15,536.39 15,661.47 11/30/12 16,094.13 15,681.84 15,749.38 12/31/12 16,240.83 15,928.22 15,984.34 01/31/13 17,082.02 16,388.78 16,414.66 02/28/13 17,313.91 16,369.06 16,400.78 03/31/13 17,963.24 16,619.85 16,615.94 04/30/13 18,309.33 16,931.61 16,900.51 05/31/13 18,737.62 16,838.56 16,775.58 06/30/13 18,485.99 16,385.12 16,338.31 07/31/13 19,426.64 16,933.83 16,810.28 08/31/13 18,864.01 16,688.71 16,546.53 09/30/13 19,455.57 17,221.96 16,956.03 10/31/13 20,349.90 17,690.07 17,448.82 11/30/13 20,970.04 17,841.36 17,546.00 [END CHART] Data from 11/30/03 to 11/30/13. The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA Cornerstone Moderately Aggressive Fund to the following benchmarks: o The unmanaged S&P 500 Index represents the weighted average performance of a group of 500 widely held, publicly traded stocks. o The unmanaged Lipper Global Flexible Funds Index tracks the total return performance of the 30 largest funds within the Lipper Global Flexible Portfolio Funds category. Past performance is no guarantee of future results, and the cumulative performance quoted does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of shares. Indexes are unmanaged and you cannot invest directly in an index. ================================================================================ 8 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ o TOP 10 HOLDINGS* o AS OF 11/30/13 (% of Net Assets) iShares Core S&P Mid-Cap ETF** .......................................... 4.1% iShares MSCI EAFE ETF** ................................................. 3.7% iShares Core MSCI Emerging Markets ETF** ................................ 3.5% U.S. Treasury Note 1.75%, 5/15/2022 ..................................... 3.0% iShares MSCI United Kingdom ETF** ....................................... 1.5% Gilead Sciences, Inc. ................................................... 1.2% SPDR Gold Shares ........................................................ 1.1% iShares MSCI Hong Kong ETF** ............................................ 1.0% SPDR S&P 500 ETF Trust** ................................................ 1.0% General Electric Co. .................................................... 0.8% * Excludes money market instruments. ** The Fund may rely on certain Securities and Exchange Commission (SEC) exemptive orders or rules that permit funds meeting various conditions to invest in an exchange-traded fund (ETF) in amounts exceeding limits set forth in the Investment Company Act of 1940, as amended, that would otherwise be applicable. You will find a complete list of securities that the Fund owns on pages 11-33. ================================================================================ INVESTMENT OVERVIEW | 9 ================================================================================ o ASSET ALLOCATION -- 11/30/2013* o [PIE CHART OF ASSET ALLOCATION] INTERNATIONAL EQUITY SECURITIES 30.1% U.S. EQUITY SECURITIES 24.9% CORPORATE OBLIGATIONS 16.2% COMMERCIAL MORTGAGE SECURITIES 8.9% MONEY MARKET INSTRUMENTS 7.0% EURODOLLAR AND YANKEE OBLIGATIONS 5.3% U.S. TREASURY SECURITIES 3.2% PRECIOUS METALS AND COMMODITY-RELATED SECURITIES 2.9% GLOBAL REAL ESTATE EQUITY SECURITIES 0.6% ASSET-BACKED SECURITIES 0.1% [END CHART] * The Fund may rely on certain Securities and Exchange Commission (SEC) exemptive orders or rules that permit funds meeting various conditions to invest in an exchange-traded fund (ETF) in amounts exceeding limits set forth in the Investment Company Act of 1940, as amended, that would otherwise be applicable. Excludes options. Percentages are of the net assets of the Fund and may not equal 100%. ================================================================================ 10 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ PORTFOLIO OF INVESTMENTS November 30, 2013 (unaudited) -------------------------------------------------------------------------------- MARKET NUMBER OF VALUE SHARES SECURITY (000) -------------------------------------------------------------------------------- U.S. EQUITY SECURITIES (24.9%) COMMON STOCKS (18.2%) CONSUMER DISCRETIONARY (1.5%) ----------------------------- AUTO PARTS & EQUIPMENT (0.4%) 120,100 TRW Automotive Holdings Corp.* $ 9,320 --------- CABLE & SATELLITE (0.1%) 62,190 Comcast Corp. "A" 3,101 --------- DEPARTMENT STORES (0.2%) 99,600 Kohl's Corp. 5,506 --------- HOME IMPROVEMENT RETAIL (0.1%) 53,100 Lowe's Companies, Inc. 2,521 --------- HOMEFURNISHING RETAIL (0.1%) 25,940 Bed Bath & Beyond, Inc.* 2,024 --------- MOVIES & ENTERTAINMENT (0.4%) 132,310 Walt Disney Co. 9,333 --------- SPECIALIZED CONSUMER SERVICES (0.2%) 128,100 H&R Block, Inc. 3,573 --------- Total Consumer Discretionary 35,378 --------- CONSUMER STAPLES (1.3%) ----------------------- DRUG RETAIL (0.5%) 108,580 CVS Caremark Corp. 7,270 86,800 Walgreen Co. 5,139 --------- 12,409 --------- HOUSEHOLD PRODUCTS (0.1%) 31,500 Procter & Gamble Co. 2,653 --------- HYPERMARKETS & SUPER CENTERS (0.3%) 82,300 Wal-Mart Stores, Inc. 6,667 --------- TOBACCO (0.4%) 104,050 Philip Morris International, Inc. 8,901 --------- Total Consumer Staples 30,630 --------- ENERGY (1.9%) ------------- INTEGRATED OIL & GAS (0.9%) 31,030 Chevron Corp. 3,799 179,500 Occidental Petroleum Corp. 17,046 --------- 20,845 --------- OIL & GAS EQUIPMENT & SERVICES (0.2%) 84,550 Halliburton Co. 4,454 --------- OIL & GAS EXPLORATION & PRODUCTION (0.7%) 55,000 Anadarko Petroleum Corp. 4,885 57,000 ConocoPhillips 4,150 251,000 Marathon Oil Corp. 9,046 --------- 18,081 --------- OIL & GAS REFINING & MARKETING (0.1%) 60,000 Valero Energy Corp. 2,743 --------- Total Energy 46,123 --------- FINANCIALS (2.9%) ----------------- CONSUMER FINANCE (0.4%) 129,970 Capital One Financial Corp. 9,310 --------- DIVERSIFIED BANKS (0.3%) 146,420 Wells Fargo & Co. 6,445 --------- LIFE & HEALTH INSURANCE (0.2%) 84,680 MetLife, Inc. 4,419 --------- MULTI-LINE INSURANCE (0.1%) 52,000 American International Group, Inc. 2,587 --------- ================================================================================ PORTFOLIO OF INVESTMENTS | 11 ================================================================================ -------------------------------------------------------------------------------- MARKET NUMBER OF VALUE SHARES SECURITY (000) -------------------------------------------------------------------------------- OTHER DIVERSIFIED FINANCIAL SERVICES (0.8%) 239,417 Citigroup, Inc. $ 12,670 92,900 JPMorgan Chase & Co. 5,316 --------- 17,986 --------- REGIONAL BANKS (0.6%) 98,600 BB&T Corp. 3,425 75,800 CIT Group, Inc. 3,827 91,200 PNC Financial Services Group, Inc. 7,018 --------- 14,270 --------- SPECIALIZED FINANCE (0.5%) 50,000 CME Group, Inc. 4,097 40,220 IntercontinentalExchange Group, Inc.* 8,579 --------- 12,676 --------- Total Financials 67,693 --------- HEALTH CARE (4.1%) ------------------ BIOTECHNOLOGY (1.2%) 376,000 Gilead Sciences, Inc.* 28,129 --------- HEALTH CARE DISTRIBUTORS (0.5%) 177,001 Cardinal Health, Inc. 11,434 --------- HEALTH CARE EQUIPMENT (0.1%) 40,000 Medtronic, Inc. 2,293 --------- HEALTH CARE SERVICES (0.2%) 56,250 Express Scripts Holdings Co.* 3,788 --------- LIFE SCIENCES TOOLS & SERVICES (0.1%) 33,009 Thermo Fisher Scientific, Inc. 3,329 --------- MANAGED HEALTH CARE (0.1%) 43,000 UnitedHealth Group, Inc. 3,203 --------- PHARMACEUTICALS (1.9%) 246,140 AbbVie, Inc. 11,925 43,000 Allergan, Inc. 4,173 145,590 Johnson & Johnson 13,782 450,300 Pfizer, Inc. 14,288 --------- 44,168 --------- Total Health Care 96,344 --------- INDUSTRIALS (2.0%) ------------------ AEROSPACE & DEFENSE (0.8%) 20,400 Boeing Co. 2,738 35,000 Raytheon Co. 3,104 300,400 Spirit AeroSystems Holdings, Inc. "A"* 9,805 36,640 United Technologies Corp. 4,062 --------- 19,709 --------- AIR FREIGHT & LOGISTICS (0.3%) 74,990 United Parcel Service, Inc. "B" 7,677 --------- ENVIRONMENTAL & FACILITIES SERVICES (0.1%) 70,000 Republic Services, Inc. 2,444 --------- INDUSTRIAL CONGLOMERATES (0.8%) 694,660 General Electric Co. 18,520 --------- Total Industrials 48,350 --------- INFORMATION TECHNOLOGY (4.2%) ----------------------------- APPLICATION SOFTWARE (0.1%) 57,700 Adobe Systems, Inc.* 3,276 --------- COMMUNICATIONS EQUIPMENT (0.3%) 311,317 Cisco Systems, Inc. 6,615 --------- COMPUTER HARDWARE (1.2%) 27,120 Apple, Inc. 15,081 493,000 Hewlett-Packard Co. 13,483 --------- 28,564 --------- COMPUTER STORAGE & PERIPHERALS (0.4%) 135,000 SanDisk Corp. 9,200 --------- DATA PROCESSING & OUTSOURCED SERVICES (0.4%) 45,000 Visa, Inc. "A" 9,156 --------- INTERNET SOFTWARE & SERVICES (0.3%) 7,960 Google, Inc. "A"* 8,434 --------- SEMICONDUCTOR EQUIPMENT (0.1%) 75,000 Applied Materials, Inc. 1,298 --------- SEMICONDUCTORS (0.6%) 126,300 Broadcom Corp. "A" 3,371 324,570 Intel Corp. 7,738 ================================================================================ 12 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------- MARKET NUMBER OF VALUE SHARES SECURITY (000) -------------------------------------------------------------------------------- 68,000 Texas Instruments, Inc. $ 2,924 --------- 14,033 --------- SYSTEMS SOFTWARE (0.8%) 423,860 Microsoft Corp. 16,162 116,550 Oracle Corp. 4,113 --------- 20,275 --------- Total Information Technology 100,851 --------- MATERIALS (0.1%) ---------------- PAPER PRODUCTS (0.1%) 55,000 International Paper Co. 2,566 --------- TELECOMMUNICATION SERVICES (0.2%) --------------------------------- INTEGRATED TELECOMMUNICATION SERVICES (0.2%) 151,800 CenturyLink, Inc. 4,660 --------- Total Common Stocks (cost: $333,229) 432,595 --------- PREFERRED STOCKS (0.9%) CONSUMER STAPLES (0.6%) ----------------------- AGRICULTURAL PRODUCTS (0.6%) 80,431 CHS, Inc., Series B, 7.88%, cumulative redeemable, perpetual 2,304 120,000 Dairy Farmers of America, Inc., 7.88%, cumulative redeemable, perpetual(a) 12,814 --------- 15,118 --------- Total Consumer Staples 15,118 --------- ENERGY (0.1%) ------------- OIL & GAS STORAGE & TRANSPORTATION (0.1%) 2,000 Kinder Morgan G.P. Inc., 4.16%, cumulative redeemable (a) 1,849 --------- -------------------------------------------------------------------------------- PRINCIPAL AMOUNT $(000)/SHARES -------------------------------------------------------------------------------- FINANCIALS (0.2%) ----------------- OTHER DIVERSIFIED FINANCIAL SERVICES (0.2%) 70 International Lease Finance Corp., 0.36%, perpetual(b) $ 4,480 --------- PROPERTY & CASUALTY INSURANCE (0.0%) $3,000 Syncora Holdings Ltd., 6.88%, perpetual(b) - --------- Total Financials 4,480 --------- Total Preferred Stocks (cost: $22,364) 21,447 --------- EXCHANGE-TRADED FUNDS (5.8%) 745,118 iShares Core S&P Mid-Cap ETF 97,186 83,055 iShares Core S&P Small-Cap ETF 8,970 82,600 iShares Russell 2000 ETF 9,376 125,000 SPDR S&P 500 ETF Trust 22,625 --------- Total Exchange-Traded Funds (cost: $98,934) 138,157 --------- Total U.S.Equity Securities (cost: $454,527) 592,199 --------- INTERNATIONAL EQUITY SECURITIES (30.1%) COMMON STOCKS (15.5%) CONSUMER DISCRETIONARY (1.9%) ----------------------------- ADVERTISING (0.1%) 32,006 JC Decaux S.A. 1,260 --------- APPAREL RETAIL (0.1%) 600 ABC-MART, Inc. 27 32,123 Hennes & Mauritz AB "B" 1,362 --------- 1,389 --------- ================================================================================ PORTFOLIO OF INVESTMENTS | 13 ================================================================================ -------------------------------------------------------------------------------- MARKET NUMBER OF VALUE SHARES SECURITY (000) -------------------------------------------------------------------------------- APPAREL,ACCESSORIES & LUXURY GOODS (0.1%) 7,975 Christian Dior S.A. $ 1,555 1,807 Compagnie Financiere Richemont S.A. 184 954 Swatch Group AG 107 --------- 1,846 --------- AUTO PARTS & EQUIPMENT (0.3%) 12,700 Aisin Seiki Co. Ltd. 511 4,276 Continental AG 893 12,800 Denso Corp. 641 2,000 Koito Manufacturing Co. Ltd. 38 51,000 Magna International, Inc. 4,148 2,800 Stanley Electric Co. Ltd. 62 3,600 Toyota Industries Corp. 157 --------- 6,450 --------- AUTOMOBILE MANUFACTURERS (0.5%) 7,274 Bayerische Motoren Werke AG 836 39,454 Daimler AG 3,270 205,585 Fiat S.p.A.* 1,631 76,400 Fuji Heavy Industries Ltd. 2,157 1,200 Honda Motor Co. Ltd. 51 59,000 Mazda Motor Corp.* 271 1,280 Renault S.A. 114 61,200 Toyota Motor Corp. 3,811 --------- 12,141 --------- AUTOMOTIVE RETAIL (0.0%) 4,700 USS Co. Ltd. 64 --------- BROADCASTING (0.1%) 588,398 ITV plc 1,829 34,701 ProSieben Sat.1 Media AG 1,562 --------- 3,391 --------- CASINOS & GAMING (0.1%) 245,000 Galaxy Entertainment Group Ltd.* 1,921 171,600 MGM China Holdings Ltd. 609 20,000 SJM Holdings Ltd. 64 --------- 2,594 --------- CONSUMER ELECTRONICS (0.1%) 4,900 Casio Computer Co. Ltd. 56 197,000 Panasonic Corp. 2,259 22,000 Sony Corp. 401 --------- 2,716 --------- DEPARTMENT STORES (0.1%) 20,763 Next plc 1,867 --------- FOOTWEAR (0.0%) 3,500 ASICS Corp. 58 --------- HOMEBUILDING (0.0%) 2,900 Iida Group Holdings Co. Ltd.* 58 44,993 Persimmon plc 854 9,000 Sekisui Chemical Co. Ltd. 105 12,000 Sekisui House Ltd. 166 --------- 1,183 --------- HOTELS, RESORTS & CRUISE LINES (0.3%) 145,000 Carnival Corp. 5,236 23,378 Flight Centre Travel Group Ltd. 1,036 275,085 TUI Travel plc 1,653 --------- 7,925 --------- LEISURE FACILITIES (0.0%) 3,100 Oriental Land Co. Ltd. 457 --------- LEISURE PRODUCTS (0.0%) 3,900 NAMCO BANDAI Holdings, Inc. 79 --------- SPECIALTY STORES (0.1%) 17,500 Signet Jewelers Ltd. 1,345 --------- TIRES & RUBBER (0.0%) 11,100 Bridgestone Corp. 406 --------- Total Consumer Discretionary 45,171 --------- CONSUMER STAPLES (1.6%) ----------------------- AGRICULTURAL PRODUCTS (0.1%) 2,108,000 Golden Agri-Resources Ltd. 966 175,000 Wilmar International Ltd. 491 --------- 1,457 --------- ================================================================================ 14 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------- MARKET NUMBER OF VALUE SHARES SECURITY (000) -------------------------------------------------------------------------------- BREWERS (0.3%) 27,517 Anheuser-Busch InBev N.V. $ 2,810 23,500 Anheuser-Busch InBev N.V.ADR 2,399 8,500 Asahi Group Holdings Ltd. 233 23,647 Heineken Holding N.V. 1,489 39,000 Kirin Holdings Co. Ltd. 601 3,801 SABMiller plc 196 --------- 7,728 --------- DISTILLERS & VINTNERS (0.0%) 18,054 Diageo plc 575 6,766 Treasury Wine Estates Ltd. 30 --------- 605 --------- FOOD RETAIL (0.3%) 14,239 Casino Guichard-Perrachon S.A. 1,592 10,788 Delhaize Group 629 262,667 J Sainsbury plc 1,751 43,595 Koninklijke Ahold N.V. 794 379,723 Wm Morrison Supermarkets plc 1,649 19,525 Woolworths Ltd. 599 --------- 7,014 --------- HOUSEHOLD PRODUCTS (0.1%) 33,029 Reckitt Benckiser Group plc 2,653 24,662 Svenska Cellulosa AB "B" 720 --------- 3,373 --------- HYPERMARKETS & SUPER CENTERS (0.1%) 13,800 Aeon Co. Ltd. 186 22,896 Carrefour S.A. 901 --------- 1,087 --------- PACKAGED FOODS & MEAT (0.5%) 9,000 Ajinomoto Co.,Inc. 128 8 Lindt & Spruengli AG 410 19 Lindt & Spruengli AG 82 51,238 Nestle S.A. 3,742 4,000 Nippon Meat Packers, Inc. 65 49,015 Suedzucker AG 1,236 90,950 Unilever N.V. 3,571 36,006 Unilever N.V. 1,419 --------- 10,653 --------- SOFT DRINKS (0.0%) 2,900 Coca Cola West Co., Ltd. 64 --------- TOBACCO (0.2%) 41,749 British American Tobacco plc 2,228 71,700 Japan Tobacco, Inc. 2,421 --------- 4,649 --------- Total Consumer Staples 36,630 --------- ENERGY (1.2%) ------------- INTEGRATED OIL & GAS (0.7%) 1,574 BG Group plc 32 616,376 BP plc 4,861 18,325 ENI S.p.A. 441 32,372 OMV AG 1,586 1,215 Repsol S.A. 32 83,327 Royal Dutch Shell plc "A" 2,792 82,262 Royal Dutch Shell plc "B" 2,887 71,391 Total S.A. 4,326 --------- 16,957 --------- OIL & GAS DRILLING (0.4%) 624 Seadrill Ltd. 26 8,118 Transocean Ltd. 409 146,500 Transocean Ltd. 7,381 --------- 7,816 --------- OIL & GAS EXPLORATION & PRODUCTION (0.0%) 14,257 Woodside Petroleum Ltd. 485 --------- OIL & GAS REFINING & MARKETING (0.1%) 1,904 Delek Group Ltd. 721 500 Idemitsu Kosan Co. Ltd. 45 50,100 JX Holdings, Inc. 261 ================================================================================ PORTFOLIO OF INVESTMENTS | 15 ================================================================================ -------------------------------------------------------------------------------- MARKET NUMBER OF VALUE SHARES SECURITY (000) -------------------------------------------------------------------------------- 5,153 Neste Oil Oyj $ 98 137,200 Showa Shell Sekiyu K.K. 1,524 --------- 2,649 --------- Total Energy 27,907 --------- FINANCIALS (2.9%) ----------------- ASSET MANAGEMENT & CUSTODY BANKS (0.1%) 36,303 Schroders plc 1,465 --------- DIVERSIFIED BANKS (1.7%) 10,000 Aozora Bank Ltd. 29 60,493 Australia and New Zealand Banking Group Ltd. 1,756 173,186 Banco Bilbao Vizcaya Argentaria S.A. 2,069 78,717 Banco Santander S.A. 700 293,342 Bank Hapoalim B.M. 1,636 236,000 Bank of East Asia Ltd. 1,049 157,665 Bankia S.A.* 208 1,597 BNP Paribas S.A. 120 81,000 BOC Hong Kong Holdings Ltd. 274 56,161 Commonwealth Bank of Australia 3,978 98,096 DnB NOR ASA 1,736 16,800 Hang Seng Bank Ltd. 274 538,475 HSBC Holdings plc 6,008 68,000 HSBC Holdings plc ADR 3,815 9,542 KBC Groep N.V. 544 892,321 Lloyds TSB Group plc* 1,130 510,000 Mitsubishi UFJ Financial Group, Inc. 3,281 1,151,500 Mizuho Financial Group, Inc. 2,417 7,166 National Australia Bank Ltd. 226 158,510 Skandinaviska Enskilda Banken "A" 1,924 57,800 Sumitomo Mitsui Financial Group, Inc. 2,860 17,513 Swedbank AB "A" 447 103,403 UniCredit S.p.A. 750 114,635 Westpac Banking Corp. 3,431 --------- 40,662 --------- DIVERSIFIED CAPITAL MARKETS (0.0%) 3,395 UBS AG 65 --------- INVESTMENT BANKING & BROKERAGE (0.1%) 185,000 Daiwa Securities Group, Inc. 1,797 15,567 Macquarie Group Ltd. 768 --------- 2,565 --------- LIFE & HEALTH INSURANCE (0.2%) 121,032 AEGON N.V. 1,075 563,302 Legal & General Group plc 1,972 72,687 Prudential plc 1,554 --------- 4,601 --------- MULTI-LINE INSURANCE (0.3%) 35,812 Ageas 1,511 9,876 Allianz SE 1,716 97,176 AXA S.A. 2,546 10,161 Baloise Holdings AG 1,200 8,857 Sampo Oyj "A" 413 --------- 7,386 --------- MULTI-SECTOR HOLDINGS (0.1%) 1,625 Exor S.p.A. 64 2,713 Industrivarden AB "C" 49 58,264 Investor AB "B" 1,903 --------- 2,016 --------- OTHER DIVERSIFIED FINANCIAL SERVICES (0.1%) 24,300 ORIX Corp. 442 70,237 Pohjola Bank plc "A" 1,327 --------- 1,769 --------- PROPERTY & CASUALTY INSURANCE (0.0%) 157,853 Insurance Australia Group Ltd. 869 615 Tryg A/S 56 --------- 925 --------- REAL ESTATE DEVELOPMENT (0.0%) 6,000 Cheung Kong Holdings Ltd. 95 64,000 Sino Land Co. 87 --------- 182 --------- ================================================================================ 16 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------- MARKET NUMBER OF VALUE SHARES SECURITY (000) -------------------------------------------------------------------------------- REAL ESTATE OPERATING COMPANIES (0.1%) 231,000 Hysan Development Co. Ltd. $ 1,076 120,175 Immofinanz AG 575 8,840 Swiss Prime Site AG 677 --------- 2,328 --------- REGIONAL BANKS (0.0%) 17,000 Fukuoka Financial Group, Inc. 76 15,000 Joyo Bank Ltd. 77 40,400 Resona Holdings, Inc. 200 4,000 Suruga Bank Ltd. 67 5,000 Yamaguchi Financial Group, Inc. 46 --------- 466 --------- REINSURANCE (0.2%) 18,701 Hannover Rueck SE 1,557 3,738 Muenchener Rueckversicherungs-Gesellschaft AG 818 23,851 Swiss Re AG 2,122 --------- 4,497 --------- SPECIALIZED FINANCE (0.0%) 6,124 London Stock Exchange Group plc 163 --------- Total Financials 69,090 --------- HEALTH CARE (1.4%) ------------------ BIOTECHNOLOGY (0.1%) 20,735 Actelion Ltd. 1,727 2,290 CSL Ltd. 144 --------- 1,871 --------- HEALTH CARE DISTRIBUTORS (0.0%) 900 Alfresa Holdings Corp. 47 83,100 Medipal Holdings Corp. 1,108 --------- 1,155 --------- HEALTH CARE SERVICES (0.1%) 8,769 Fresenius SE & Co.KGaA 1,242 48,942 Sonic Healthcare Ltd. 739 --------- 1,981 --------- HEALTH CARE SUPPLIES (0.0%) 9,557 Coloplast A/S "B" 627 --------- PHARMACEUTICALS (1.2%) 45,750 AstraZeneca plc 2,630 6,295 Bayer AG 840 147,093 GlaxoSmithKline plc 3,895 4,900 Mitsubishi Tanabe Pharma Corp. 67 33,444 Novartis AG 2,644 65,000 Novartis AG ADR 5,143 6,384 Novo Nordisk A/S "B" 1,144 59,600 Otsuka Holdings Co. Ltd. 1,741 21,162 Roche Holding AG 5,900 17,614 Sanofi 1,863 17,100 Shionogi & Co. Ltd. 376 3,379 Shire plc 153 400 Taisho Pharmaceutical Holdings Co. Ltd. 27 40,032 Teva Pharmaceutical Industries Ltd. 1,621 --------- 28,044 --------- Total Health Care 33,678 --------- INDUSTRIALS (2.5%) ------------------ AEROSPACE & DEFENSE (0.2%) 242,898 BAE Systems plc 1,699 28,303 Safran S.A. 1,863 26,981 Thales S.A. 1,647 --------- 5,209 --------- AIR FREIGHT & LOGISTICS (0.1%) 34,495 Deutsche Post AG 1,220 --------- AIRLINES (0.1%) 70,926 easyJet plc 1,653 19,662 International Consolidated Airlines Group S.A.* 118 1,300 Japan Airlines Co. Ltd. 66 --------- 1,837 --------- AIRPORT SERVICES (0.1%) 339,773 Auckland International Airport Ltd. 973 --------- ================================================================================ PORTFOLIO OF INVESTMENTS | 17 ================================================================================ -------------------------------------------------------------------------------- MARKET NUMBER OF VALUE SHARES SECURITY (000) -------------------------------------------------------------------------------- BUILDING PRODUCTS (0.1%) 17,389 Assa Abloy AB "B" $ 880 5,200 Daikin Industries Ltd. 330 119,000 Toto Ltd. 1,747 --------- 2,957 --------- COMMERCIAL PRINTING (0.0%) 12,000 Dai Nippon Printing Co. Ltd. 124 12,000 Toppan Printing Co. Ltd. 97 --------- 221 --------- CONSTRUCTION & ENGINEERING (0.1%) 24,281 Bouygues S.A. 916 5,000 JGC Corp. 186 34,445 Vinci S.A. 2,215 --------- 3,317 --------- CONSTRUCTION & FARM MACHINERY & HEAVY TRUCKS (0.1%) 74,000 Hino Motors Ltd. 1,146 24,000 Kubota Corp. 410 42,000 Yangzijiang Shipbuilding Holdings Ltd. 39 --------- 1,595 --------- ELECTRICAL COMPONENTS & EQUIPMENT (0.5%) 164,200 Eaton Corp.plc 11,931 104,000 Fuji Electric Co. Ltd. 471 2,200 Nidec Corp. 213 2,944 Osram Licht AG * 174 --------- 12,789 --------- HEAVY ELECTRICAL EQUIPMENT (0.1%) 85,672 ABB Ltd. 2,192 --------- HIGHWAYS & RAILTRACKS (0.1%) 63,977 Abertis Infraestructuras S.A. 1,360 74,844 Atlantia S.p.A. 1,671 --------- 3,031 --------- HUMAN RESOURCE & EMPLOYMENT SERVICES (0.1%) 5,089 Adecco S.A. 392 42,870 Capita plc 699 --------- 1,091 --------- INDUSTRIAL CONGLOMERATES (0.1%) 164,000 Hutchison Whampoa Ltd. 2,089 1,171 Koninklijke Philips N.V. 42 6,260 Siemens AG 827 --------- 2,958 --------- INDUSTRIAL MACHINERY (0.1%) 8,533 Atlas Copco AB "B" 215 3,967 GEA Group AG 185 29,000 IHI Corp. 121 12,778 Kone Oyj "B" 1,174 212,000 Mitsubishi Heavy Industries Ltd. 1,360 1,100 SMC Corp. 265 --------- 3,320 --------- MARINE (0.0%) 12 A.P.Moller-Maersk A/S "A" 115 33 A.P.Moller-Maersk A/S "B" 335 35,000 Nippon Yusen Kabushiki Kaisha 108 --------- 558 --------- RAILROADS (0.5%) 62,200 Canadian Pacific Railway Ltd. 9,571 3,200 Central Japan Railway Co. 385 4,800 East Japan Railway Co. 393 3,800 West Japan Railway Co. 166 --------- 10,515 --------- SECURITY & ALARM SERVICES (0.0%) 4,600 Secom Co. Ltd. 284 --------- TRADING COMPANIES & DISTRIBUTORS (0.2%) 220,000 Marubeni Corp. 1,596 38,800 Mitsubishi Corp. 763 38,500 Mitsui & Co. Ltd. 533 690,400 Sojitz Corp. 1,274 9,100 Sumitomo Corp. 112 32,724 Travis Perkins plc 962 --------- 5,240 --------- ================================================================================ 18 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------- MARKET NUMBER OF VALUE SHARES SECURITY (000) -------------------------------------------------------------------------------- TRUCKING (0.0%) 44,000 ComfortDelGro Corp. Ltd. $ 69 19,000 Nippon Express Co. Ltd. 98 --------- 167 --------- Total Industrials 59,474 --------- INFORMATION TECHNOLOGY (1.0%) ----------------------------- APPLICATION SOFTWARE (0.0%) 1,578 SAP AG 131 2,300 Trend Micro, Inc. 90 --------- 221 --------- DATA PROCESSING & OUTSOURCED SERVICES (0.1%) 36,155 Amadeus IT Holding S.A. "A" 1,354 --------- ELECTRONIC COMPONENTS (0.1%) 700 Hirose Electric Co. Ltd. 107 9,700 HOYA Corp. 262 22,300 Murata Manufacturing Co. Ltd. 1,918 23,000 Nippon Electric Glass Co. Ltd. 124 4,500 Omron Corp. 185 5,000 Yaskawa Electric Corp. 67 --------- 2,663 --------- ELECTRONIC EQUIPMENT & INSTRUMENTS (0.1%) 5,900 Citizen Holdings Co. Ltd. 45 71,600 FUJIFILM Holdings Corp. 1,955 107,000 Hitachi Ltd. 789 1,000 Keyence Corp. 402 --------- 3,191 --------- INTERNET SOFTWARE & SERVICES (0.0%) 20,594 United Internet AG 827 --------- IT CONSULTING & OTHER SERVICES (0.1%) 29,549 Cap Gemini 1,927 2,200 Nomura Research Institute Ltd. 72 300 Otsuka Corp. 39 --------- 2,038 --------- OFFICE ELECTRONICS (0.1%) 101,500 Konica Minolta, Inc. 1,024 67,000 Ricoh Co. Ltd. 768 --------- 1,792 --------- SEMICONDUCTORS (0.5%) 286,500 NXP Semiconductors N.V.* 12,176 --------- Total Information Technology 24,262 --------- MATERIALS (1.4%) ---------------- COMMODITY CHEMICALS (0.2%) 223,000 Asahi Kasei Corp. 1,759 6,000 Kaneka Corp. 37 50,000 LyondellBasell Industries N.V. "A" 3,859 6,542 Orica Ltd. 138 --------- 5,793 --------- CONSTRUCTION MATERIALS (0.0%) 4,844 Imerys S.A. 392 --------- DIVERSIFIED CHEMICALS (0.1%) 30,197 BASF SE 3,225 30,000 Mitsubishi Chemical Holdings Corp. 139 --------- 3,364 --------- DIVERSIFIED METALS & MINING (0.7%) 93,421 Anglo American plc 2,062 71,585 BHP Billiton Ltd. 2,436 92,799 BHP Billiton plc 2,823 6,012 Boliden AB 88 25,000 Mitsubishi Materials Corp. 94 702 Rio Tinto plc 37 125,400 Rio Tinto plc ADR 6,653 99,000 Sumitomo Metal Mining Co. Ltd. 1,317 --------- 15,510 --------- FERTILIZERS & AGRICULTURAL CHEMICALS (0.1%) 38,188 Yara International ASA 1,666 --------- PAPER PRODUCTS (0.0%) 18,000 Oji Holdings Corp. 85 --------- ================================================================================ PORTFOLIO OF INVESTMENTS | 19 ================================================================================ -------------------------------------------------------------------------------- MARKET NUMBER OF VALUE SHARES SECURITY (000) -------------------------------------------------------------------------------- SPECIALTY CHEMICALS (0.1%) 157,000 Daicel Corp. $ 1,244 2,072 EMS-Chemie Holding AG 732 --------- 1,976 --------- STEEL (0.2%) 375,457 Fortescue Metals Group Ltd. 1,941 10,800 JFE Holdings, Inc. 243 56,000 Kobe Steel Ltd.* 96 31,878 Voestalpine AG 1,586 --------- 3,866 --------- Total Materials 32,652 --------- TELECOMMUNICATION SERVICES (1.2%) --------------------------------- INTEGRATED TELECOMMUNICATION SERVICES (0.4%) 144,600 Bezeq The Israeli Telecommunication Corp. Ltd. 242 377,266 BT Group plc 2,301 60,684 Deutsche Telekom AG 963 8,258 Elisa Oyj 208 38,300 Nippon Telegraph & Telephone Corp. 1,922 510 Swisscom AG 261 1,391,982 Telecom Italia S.p.A. 1,069 4,929 Telefonica S.A. 81 71,486 Telenor ASA 1,719 53,102 TeliaSonera AB 433 177,003 Telstra Corp. Ltd. 815 --------- 10,014 --------- WIRELESS TELECOMMUNICATION SERVICES (0.8%) 35,200 KDDI Corp. 2,209 1,424 Millicom International Cellular S.A. Swedish Depository Receipts 128 33,800 NTT DOCOMO, Inc. 544 92,000 Rogers Communications, Inc."B" 4,124 1,900 SoftBank Corp. 154 614,592 Vodafone Group plc 2,281 236,200 Vodafone Group plc ADR 8,761 --------- 18,201 --------- Total Telecommunication Services 28,215 --------- UTILITIES (0.4%) ---------------- ELECTRIC UTILITIES (0.3%) 190,000 Cheung Kong Infrastructure Holdings Ltd. 1,249 13,700 Chubu Electric Power Co., Inc. 185 6,800 Chugoku Electric Power Co., Inc. 99 41,209 EDF S.A. 1,534 325,357 EDP-Energias de Portugal S.A. 1,231 4,200 Hokkaido Electric Power Co., Inc.* 50 3,900 Hokuriku Electric Power Co. 52 229,792 Iberdrola S.A. 1,464 15,500 Kansai Electric Power Co., Inc.* 176 9,900 Kyushu Electric Power Co., Inc.* 128 4,000 Shikoku Electric Power Co.* 63 36,740 SP AusNet 39 9,400 Tohoku Electric Power Co., Inc.* 104 33,300 Tokyo Electric Power Co., Inc.* 177 --------- 6,551 --------- GAS UTILITIES (0.0%) 32,000 Tokyo Gas Co. Ltd. 159 --------- INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (0.0%) 2,600 Electric Power Development Co. Ltd. 77 --------- ================================================================================ 20 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------- MARKET NUMBER OF VALUE SHARES SECURITY (000) -------------------------------------------------------------------------------- MULTI-UTILITIES (0.1%) 34,091 Centrica plc $ 189 121,457 E.ON SE 2,337 1,213 GDF Suez 28 87,300 National Grid plc 1,107 --------- 3,661 --------- Total Utilities 10,448 --------- Total Common Stocks (cost: $310,943) 367,527 --------- PREFERRED STOCKS (0.0%) CONSUMER DISCRETIONARY (0.0%) ----------------------------- AUTOMOBILE MANUFACTURERS (0.0%) 1,180 Bayerische Motoren Werke AG 102 --------- FINANCIALS (0.0%) ----------------- REINSURANCE (0.0%) 3,000 American Overseas Group Ltd., 7.50%, non-cumulative, perpetual, acquired 1/23/2007 - 3/02/2007; cost $3,065(b),(c) 750 --------- Total Preferred Stocks (cost: $3,145) 852 --------- EXCHANGE-TRADED FUNDS (14.6%) 257,748 EGShares Emerging Markets Consumer ETF 6,915 199,150 iShares Core MSCI EAFE ETF 11,933 1,657,455 iShares Core MSCI Emerging Markets ETF 83,453 1,317,800 iShares MSCI EAFE ETF 87,291 591,274 iShares MSCI Germany ETF 18,063 1,170,922 iShares MSCI Hong Kong ETF 24,297 340,119 iShares MSCI Indonesia ETF 7,860 438,992 iShares MSCI Malaysia ETF 6,914 151,984 iShares MSCI Russia Capped ETF 3,234 486,431 iShares MSCI Singapore ETF 6,606 620,904 iShares MSCI Taiwan ETF 8,929 174,735 iShares MSCI Turkey ETF 9,789 1,678,972 iShares MSCI United Kingdom ETF 34,436 107,983 SPDR S&P Emerging Markets SmallCap ETF 5,070 126,949 Vanguard FTSE Emerging Markets ETF 5,266 170,548 WisdomTree Emerging Markets Equity Income Fund 8,829 182,288 WisdomTree Emerging Markets SmallCap Dividend Fund 8,640 430,540 WisdomTree India Earnings Fund 7,173 --------- Total Exchange-Traded Funds (cost: $321,341) 344,698 --------- Total International Equity Securities (cost: $635,429) 713,077 --------- PRECIOUS METALS AND COMMODITY-RELATED SECURITIES (2.9%) GOLD (1.6%) AFRICAN GOLD COMPANIES (0.2%) 145,000 AngloGold Ashanti Ltd. ADR 1,971 340,000 Gold Fields Ltd. ADR 1,363 545,000 Harmony Gold Mining Co. Ltd. ADR 1,553 47,500 Sibanye Gold Ltd. ADR 235 --------- 5,122 --------- AUSTRALIAN GOLD COMPANIES (0.1%) 238,000 Newcrest Mining Ltd. 1,666 --------- ================================================================================ PORTFOLIO OF INVESTMENTS | 21 ================================================================================ -------------------------------------------------------------------------------- MARKET NUMBER OF VALUE SHARES SECURITY (000) -------------------------------------------------------------------------------- EUROPEAN GOLD COMPANIES (0.1%) 41,500 Randgold Resources Ltd. ADR $ 2,936 --------- NORTH AMERICAN GOLD COMPANIES (1.1%) 32,000 Agnico-Eagle Mines Ltd. 881 100,000 Alamos Gold, Inc. 1,283 30,000 Allied Nevada Gold Corp.* 100 295,857 AuRico Gold, Inc. 1,163 525,000 B2Gold Corp.* 1,097 57,000 Barrick Gold Corp. 940 250,000 Centerra Gold, Inc. 748 358,000 Eldorado Gold Corp. 2,187 90,000 Goldcorp, Inc. 2,021 540,000 IAMGOLD Corp. 2,354 250,000 Kinross Gold Corp. 1,178 51,000 Newmont Mining Corp. 1,266 555,000 Osisko Mining Corp.* 2,293 85,000 Primero Mining Corp.* 448 61,000 Royal Gold, Inc. 2,751 902,884 Semafo, Inc. 2,396 150,000 Yamana Gold, Inc. 1,364 --------- 24,470 --------- SOUTH AMERICAN GOLD COMPANIES (0.1%) 254,000 Compania de Minas Buenaventura S.A. ADR 2,997 --------- Total Gold (cost: $57,064) 37,191 --------- SILVER (0.2%) 235,000 Pan American Silver Corp. 2,536 107,000 Tahoe Resources, Inc.* 1,905 --------- Total Silver (cost: $5,855) 4,441 --------- EXCHANGE-TRADED FUNDS (1.1%) 222,842 SPDR Gold Shares* (cost $36,841) 26,897 --------- Total Precious Metals and Commodity - Related Securities (cost: $99,760) 68,529 --------- GLOBAL REAL ESTATE EQUITY SECURITIES (0.6%) COMMON STOCKS (0.3%) DIVERSIFIED REAL ESTATE ACTIVITIES (0.0%) 1,000 DAITO Trust Construction Co. Ltd. 95 12,105 Lend Lease Group 122 75,000 New World Development Co. Ltd. 101 11,700 Tokyu Fudosan Holdings Corp.* 107 20,000 Wheelock & Co. Ltd. 97 --------- 522 --------- REITs - DIVERSIFIED (0.0%) 108,472 BGP Holdings plc, acquired 8/06/2009; cost: $0*(a),(b),(c) - 177,101 Dexus Property Group 169 39,418 GPT Group 128 --------- 297 --------- REITs - OFFICE (0.1%) 1,248,000 CapitaCommercial Trust 1,477 --------- REITs - RETAIL (0.2%) 138,000 CapitaMall Trust 214 46 Japan Retail Fund Investment Corp. 91 338,000 Link REIT 1,655 7,806 Unibail-Rodamco 2,041 479,130 Westfield Retail Trust 1,330 --------- 5,331 --------- Total Common Stocks (cost: $7,281) 7,627 --------- RIGHTS (0.0%) DIVERSIFIED REAL ESTATE ACTIVITIES (0.0%) 350 New World Development*(a),(b) - --------- Total Rights (cost: $0) - --------- ================================================================================ 22 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------- MARKET NUMBER OF VALUE SHARES SECURITY (000) -------------------------------------------------------------------------------------------------- PREFERRED STOCKS (0.3%) REITs - OFFICE (0.3%) 268,273 CommonWealth REIT, 6.50%, perpetual $ 5,666 28,227 CommonWealth REIT, Series E, 7.25%, cumulative redeemable, perpetual 645 --------- 6,311 --------- Total Preferred Stocks (cost: $7,119) 6,311 --------- Total Global Real Estate Equity Securities (cost: $14,400) 13,938 --------- -------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------- BONDS (33.7%) CORPORATE OBLIGATIONS (16.2%) CONSUMER DISCRETIONARY (0.1%) ----------------------------- CASINOS & GAMING (0.0%) $ 200 Seneca Nation of Indians Capital Improvements Auth.(a) 6.75% 12/01/2013 $ 200 --------- PUBLISHING (0.1%) 995 McGraw-Hill Global Education Holdings, LLC(d) 9.00 3/22/2019 1,016 1,000 McGraw-Hill Global Education Holdings, LLC(a) 9.75 4/01/2021 1,115 --------- 2,131 --------- TEXTILES (0.0%) 500 SIWF Merger Sub, Inc.(a) 6.25 6/01/2021 503 --------- Total Consumer Discretionary 2,834 --------- ENERGY (3.3%) ------------- OIL & GAS EXPLORATION & PRODUCTION (0.8%) 2,000 Alta Mesa Holdings, LP 9.63 10/15/2018 2,150 2,000 Fieldwood Energy, LLC(d) 8.38 9/30/2020 2,044 2,000 Halcon Resources Corp. 8.88 5/15/2021 2,040 2,000 Halcon Resources Corp.(a) 9.25 2/15/2022 2,060 2,000 Midstates Petroleum Co., Inc. 9.25 6/01/2021 2,098 2,000 Penn Virginia Corp. 8.50 5/01/2020 2,162 2,000 Quicksilver Resources, Inc.(d) 7.00 6/21/2019 1,961 2,150 Rex Energy Corp. 8.88 12/01/2020 2,360 1,000 Sabine Oil & Gas, LLC(d) 8.75 12/31/2018 1,009 2,000 Samson Investment Co.(d) 6.00 9/25/2018 2,011 --------- 19,895 --------- ================================================================================ PORTFOLIO OF INVESTMENTS | 23 ================================================================================ -------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------- OIL & GAS REFINING & MARKETING (0.1%) $ 1,750 Northern Tier Energy, LLC 7.13% 11/15/2020 $ 1,816 ---------- OIL & GAS STORAGE & TRANSPORTATION (2.4%) 10,000 DCP Midstream, LLC(a) 5.85 5/21/2043 9,338 8,780 Enbridge Energy Partners, LP 8.05 10/01/2037 9,870 15,270 Energy Transfer Partners, LP(a) 3.26(e) 11/01/2066 13,972 10,980 Enterprise Products Operating, LLC 7.00 6/01/2067 11,317 2,000 Martin Midstream Partners, LP 7.25 2/15/2021 2,045 369 NuStar Logistics, LP 7.63 1/15/2043 9,553 ---------- 56,095 ---------- Total Energy 77,806 ---------- FINANCIALS (9.4%) ----------------- ASSET MANAGEMENT & CUSTODY BANKS (0.5%) 14,500 State Street Capital Trust IV 1.25(e) 6/15/2037 11,332 819 Walter Investment Management Corp.(d) 5.75 11/28/2017 827 ---------- 12,159 ---------- CONSUMER FINANCE (0.4%) 8,052 American Express Co. 6.80 9/01/2066 8,585 ---------- LIFE & HEALTH INSURANCE (2.2%) 385 Delphi Financial Group, Inc. 7.38 5/15/2037 9,655 12,342 Lincoln National Corp. 7.00 5/17/2066 12,712 1,000 Lincoln National Corp. 6.05 4/20/2067 1,000 5,500 Principal Financial Global Fund, LLC 0.76(e) 1/10/2031 4,836 7,800 Prudential Financial, Inc. 5.63 6/15/2043 7,693 2,135 Prudential Financial, Inc. 5.20 3/15/2044 2,055 13,935 StanCorp Financial Group, Inc. 6.90 6/01/2067 13,970 ---------- 51,921 ---------- MULTI-LINE INSURANCE (1.8%) 15,127 Genworth Holdings, Inc. 6.15 11/15/2066 13,520 17,255 Glen Meadow Pass-Through Trust(a) 6.51 2/12/2067 16,910 12,810 Nationwide Mutual Insurance Co.(a) 5.81 12/15/2024 13,066 ---------- 43,496 ---------- MULTI-SECTOR HOLDINGS (0.3%) 5,325 BNSF Funding Trust I 6.61 12/15/2055 5,850 ---------- OTHER DIVERSIFIED FINANCIAL SERVICES (0.6%) 3,137 ILFC E-Capital Trust I(a) 5.35(e) 12/21/2065 2,808 5,000 JPMorgan Chase Capital XIII 1.20(e) 9/30/2034 4,000 10,000 JPMorgan Chase Capital XXI 1.19(e) 2/02/2037 7,550 ---------- 14,358 ---------- ================================================================================ 24 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------- PROPERTY & CASUALTY INSURANCE (2.4%) $ 10,800 Allstate Corp. 5.75% 8/15/2053 $ 10,982 10,000 AmTrust Financial Services, Inc.(a) 6.13 8/15/2023 10,100 11,050 HSB Group, Inc. 1.15(e) 7/15/2027 8,785 12,400 Ironshore Holdings, Inc.(a) 8.50 5/15/2020 14,309 4,000 Progressive Corp. 6.70 6/15/2037 4,370 1,000 RLI Corp. 5.95 1/15/2014 1,001 6,500 Travelers Companies, Inc. 6.25 3/15/2037 6,939 ---------- 56,486 ---------- REGIONAL BANKS (0.9%) 1,000 Allfirst Preferred Capital Trust 1.74(e) 7/15/2029 830 31 Citizens Funding Trust I 7.50 9/15/2066 793 1,000 Emigrant Bancorp, Inc.(a) 6.25 6/15/2014 1,025 4,000 First Maryland Capital Trust I 1.24(e) 1/15/2027 3,360 5,000 Fulton Capital Trust I 6.29 2/01/2036 4,864 2,000 Huntington Capital Trust II "B" 0.88(e) 6/15/2028 1,650 3,500 M&T Capital Trust I 8.23 2/01/2027 3,557 5,039 Manufacturers & Traders Trust Co. 5.63 12/01/2021 5,278 ---------- 21,357 ---------- REINSURANCE (0.2%) 4,000 Alterra USA Holdings Ltd.(a) 7.20 4/14/2017 4,425 ---------- REITs - RETAIL (0.1%) 3,000 Brixmor, LLC 5.30 1/15/2015 3,037 413 Brixmor, LLC 7.68 11/02/2026 415 ---------- 3,452 ---------- Total Financials 222,089 ---------- INDUSTRIALS (0.6%) ------------------ AEROSPACE & DEFENSE (0.5%) 13,560 Textron Financial Corp.(a) 6.00 2/15/2067 12,102 ---------- AIRLINES (0.1%) 1,065 America West Airlines, Inc. Pass-Through Trust (INS) 7.93 1/02/2019 1,140 949 Continental Airlines, Inc. "B" Pass-Through Trust 6.25 4/11/2020 992 ---------- 2,132 ---------- Total Industrials 14,234 ---------- TELECOMMUNICATION SERVICES (0.0%) --------------------------------- INTEGRATED TELECOMMUNICATION SERVICES (0.0%) 13 Qwest Corp. 7.50 9/15/2051 318 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 25 ================================================================================ -------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------- WIRELESS TELECOMMUNICATION SERVICES (0.0%) $ 200 MetroPCS Wireless, Inc.(a) 6.25% 4/01/2021 $ 209 ---------- Total Telecommunication Services 527 ---------- UTILITIES (2.8%) ---------------- ELECTRIC UTILITIES (1.6%) 12,000 Enel S.p.A.(a) 8.75 9/24/2073 13,095 4,850 NextEra Energy Capital Holdings, Inc. 6.35 10/01/2066 4,877 7,000 NextEra Energy Capital Holdings, Inc. 6.65 6/15/2067 7,181 500 NextEra Energy Capital Holdings, Inc. 7.30 9/01/2067 547 7,400 PPL Capital Funding, Inc. 6.70 3/30/2067 7,470 1,000 SPI Electricity Property Ltd. (INS)(a) 7.25 12/01/2016 1,136 4,000 Texas Competitive Electric Holdings Co., LLC(d) 4.73 10/10/2017 2,777 ---------- 37,083 ---------- MULTI-UTILITIES (1.2%) 6,350 Dominion Resources, Inc. 7.50 6/30/2066 6,834 3,500 Dominion Resources, Inc. 2.55(e) 9/30/2066 3,282 5,391 Integrys Energy Group, Inc. 6.11 12/01/2066 5,442 10,000 Puget Sound Energy, Inc. 6.97 6/01/2067 10,242 3,000 Wisconsin Energy Corp. 6.25 5/15/2067 3,074 ---------- 28,874 ---------- Total Utilities 65,957 ---------- Total Corporate Obligations (cost: $351,114) 383,447 ---------- EURODOLLAR AND YANKEE OBLIGATIONS (5.3%) CONSUMER STAPLES (0.1%) ----------------------- PACKAGED FOODS & MEAT (0.1%) 2,020 JBS S.A. 10.50 8/04/2016 2,278 ---------- ENERGY (0.4%) ------------- OIL & GAS STORAGE & TRANSPORTATION (0.4%) 9,650 TransCanada Pipelines Ltd. 6.35 5/15/2067 10,031 ---------- FINANCIALS (4.1%) ----------------- DIVERSIFIED BANKS (1.8%) 2,000 Barclays Bank plc 0.56(e) -(f) 1,158 11,500 Barclays Bank plc 0.65(e) -(f) 6,842 5,485 Barclays Bank plc 0.69(e) -(f) 3,185 2,000 Barclays Bank plc(a) 7.70 -(f) 2,191 2,000 Compass Bank 6.40 10/01/2017 2,188 5,600 HSBC Bank plc 0.60(e) -(f) 3,514 18,000 HSBC Bank plc 0.63(e) -(f) 11,160 ================================================================================ 26 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------- $ 2,500 LBI hf, acquired 10/12/2007; cost $2,500(a),(b),(c),(g) 7.43% -(f) $ - 4,000 Lloyds TSB Bank plc 0.49(e) -(f) 2,390 7,889 Royal Bank of Scotland Group plc 9.50 3/16/2022 9,228 ---------- 41,856 ---------- LIFE & HEALTH INSURANCE (0.4%) 9,800 Great-West Life & Annuity Insurance Capital, LP(a) 7.15 5/16/2046 10,143 ---------- PROPERTY & CASUALTY INSURANCE (1.3%) 19,315 Oil Insurance Ltd.(a) 3.23(e) -(f) 17,588 11,950 QBE Capital Funding III Ltd.(a) 7.25 5/24/2041 12,685 ---------- 30,273 ---------- REGIONAL BANKS (0.0%) 3,000 Glitnir Banki hf, acquired 9/11/2006 and 10/18/2006; cost $3,051(a),(b),(c),(g) 7.45 -(f) - ---------- REINSURANCE (0.6%) 3,750 Platinum Underwriters Finance, Inc. 7.50 6/01/2017 4,247 9,650 Swiss Re Capital I, LP(a) 6.85 -(f) 10,277 ---------- 14,524 ---------- Total Financials 96,796 ---------- INDUSTRIALS (0.1%) ------------------ MARINE (0.1%) 2,000 Navios Maritime Holdings, Inc.(a) 7.38 1/15/2022 2,015 ---------- MATERIALS (0.3%) ---------------- CONSTRUCTION MATERIALS (0.1%) 2,000 Cemex Espana Luxembourg(a) 9.88 4/30/2019 2,268 ---------- DIVERSIFIED METALS & MINING (0.1%) 2,000 Vedanta Resources plc(a) 6.00 1/31/2019 1,930 ---------- GOLD (0.1%) 3,000 St. Barbara Ltd.(a) 8.88 4/15/2018 2,535 ---------- Total Materials 6,733 ---------- TELECOMMUNICATION SERVICES (0.0%) --------------------------------- WIRELESS TELECOMMUNICATION SERVICES (0.0%) 150 Altice Financing S.A.(a) 7.88 12/15/2019 162 ---------- UTILITIES (0.3%) ---------------- ELECTRIC UTILITIES (0.3%) 7,500 Electricite De France S.A.(a) 5.25 -(f) 7,423 ---------- Total Eurodollar and Yankee Obligations (cost: $117,334) 125,438 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 27 ================================================================================ -------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------- ASSET-BACKED SECURITIES (0.1%) FINANCIALS (0.1%) ----------------- ASSET-BACKED FINANCING (0.1%) $ 3,000 SLC Student Loan Trust 0.69%(e) 7/15/2036 $ 2,419 1,361 SLM Student Loan Trust 0.79(e) 10/25/2038 1,201 ---------- 3,620 ---------- Total Financials 3,620 ---------- Total Asset-Backed Securities (cost: $3,407) 3,620 ---------- COMMERCIAL MORTGAGE SECURITIES (8.9%) FINANCIALS (8.9%) ----------------- COMMERCIAL MORTGAGE-BACKED SECURITIES (8.9%) 2,444 Banc of America Commercial Mortgage, Inc.(a) 5.48 12/10/2042 2,367 2,000 Banc of America Commercial Mortgage, Inc. 4.77 7/10/2043 1,989 10,000 Banc of America Commercial Mortgage, Inc. 6.06 7/10/2044 10,300 8,500 Banc of America Commercial Mortgage, Inc. 5.77 5/10/2045 8,932 2,000 Banc of America Commercial Mortgage, Inc. 5.46 9/10/2045 2,132 2,000 Banc of America Commercial Mortgage, Inc. 5.42 10/10/2045 1,993 6,000 Banc of America Commercial Mortgage, Inc. 5.18 9/10/2047 6,228 5,385 Banc of America Commercial Mortgage, Inc.(a) 6.14 9/10/2047 5,648 3,500 Banc of America Commercial Mortgage, Inc. 6.44 2/10/2051 3,645 2,000 Bear Stearns Commercial Mortgage Securities, Inc. 5.64 12/11/2040 1,844 4,000 Bear Stearns Commercial Mortgage Securities, Inc. 5.21 2/11/2041 4,035 2,000 Bear Stearns Commercial Mortgage Securities, Inc.(a) 5.66 9/11/2041 1,931 2,000 Bear Stearns Commercial Mortgage Securities, Inc. 5.60 10/12/2041 1,890 5,440 Bear Stearns Commercial Mortgage Securities, Inc. 4.99 9/11/2042 5,666 8,000 Citigroup Commercial Mortgage Trust 5.97 3/15/2049 8,222 10,000 Commercial Mortgage Loan Trust 6.02 7/10/2038 10,311 6,000 Commercial Mortgage Loan Trust 6.21 12/10/2049 6,350 2,000 Commercial Mortgage Loan Trust(a) 5.54 12/11/2049 2,202 2,000 Credit Suisse Commercial Mortgage Pass-Through Trust 5.99 6/15/2038 2,006 16,400 Credit Suisse Commercial Mortgage Pass-Through Trust 0.39 2/15/2040 12,271 2,213 Credit Suisse First Boston Mortgage Securities Corp.(a) 5.02 1/15/2037 2,206 8,000 GE Capital Commercial Mortgage Corp. 5.46 3/10/2044 7,732 5,355 GE Capital Commercial Mortgage Corp. 5.61 12/10/2049 5,473 3,500 GMAC Commercial Mortgage Securities, Inc. 4.97 12/10/2041 3,318 1,000 GMAC Commercial Mortgage Securities, Inc. 4.98 12/10/2041 684 4,000 GS Mortgage Securities Corp. II 5.82 4/10/2038 4,031 ================================================================================ 28 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------- $ 2,200 GS Mortgage Securities Corp. II 5.93% 8/10/2038 $ 2,188 2,800 GS Mortgage Securities Corp. II 4.78 7/10/2039 2,835 625 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.00 10/15/2042 665 11,225 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.04 10/15/2042 11,500 8,000 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.57 4/15/2043 8,215 2,000 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.52 12/15/2044 2,090 2,000 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.52 12/15/2044 2,046 2,500 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.48 5/15/2045 2,626 5,000 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.41 5/15/2047 4,381 4,500 J.P. Morgan Chase Commercial Mortgage Securities Corp. 6.19 2/15/2051 5,030 2,000 LB-UBS Commercial Mortgage Trust 5.28 2/15/2041 1,989 6,500 Merrill Lynch Mortgage Trust 5.14 7/12/2038 6,783 2,500 Merrill Lynch Mortgage Trust 5.36 7/12/2038 2,393 1,000 Merrill Lynch Mortgage Trust 5.39 7/12/2038 887 11,500 Merrill Lynch Mortgage Trust 5.87 5/12/2039 11,615 7,000 Merrill Lynch Mortgage Trust 5.01 10/12/2041 7,084 1,000 Merrill Lynch Mortgage Trust 5.60 1/12/2044 1,033 3,000 ML-CFC Commercial Mortgage Trust 5.42 8/12/2048 3,168 3,000 ML-CFC Commercial Mortgage Trust 6.09 8/12/2049 3,107 878 Morgan Stanley Capital I, Inc. 5.15 8/13/2042 903 723 Morgan Stanley Capital I, Inc. 5.17 8/13/2042 733 2,000 Morgan Stanley Capital I, Inc. 5.68 3/12/2044 2,053 3,400 Wachovia Bank Commercial Mortgage Trust 5.91 5/15/2043 3,557 1,337 Wachovia Bank Commercial Mortgage Trust(a) 4.99 5/15/2044 1,260 ---------- 211,547 ---------- Total Financials 211,547 ---------- Total Commercial Mortgage Securities (cost: $189,105) 211,547 ---------- U.S. GOVERNMENT AGENCY ISSUES (0.0%)(h) MORTGAGE-BACKED PASS-THROUGH SECURITIES (0.0%) 5 Government National Mortgage Assn. I 6.50 5/15/2023 6 20 Government National Mortgage Assn. I 6.50 4/15/2024 23 10 Government National Mortgage Assn. I 7.50 3/15/2017 10 12 Government National Mortgage Assn. I 7.50 3/15/2017 13 ================================================================================ PORTFOLIO OF INVESTMENTS | 29 ================================================================================ -------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------- $ 2 Government National Mortgage Assn. I 8.00% 6/15/2016 $ 2 4 Government National Mortgage Assn. I 8.00 11/15/2016 4 2 Government National Mortgage Assn. I 8.50 6/15/2016 2 2 Government National Mortgage Assn. I 8.50 6/15/2016 1 3 Government National Mortgage Assn. I 8.50 7/15/2016 2 1 Government National Mortgage Assn. I 8.50 9/15/2016 1 3 Government National Mortgage Assn. I 8.50 12/15/2016 3 8 Government National Mortgage Assn. I 8.50 12/15/2016 8 1 Government National Mortgage Assn. I 8.50 1/15/2017 1 1 Government National Mortgage Assn. I 8.50 2/15/2017 1 1 Government National Mortgage Assn. I 9.00 6/15/2016 1 1 Government National Mortgage Assn. I 9.00 7/15/2016 1 1 Government National Mortgage Assn. I 9.00 9/15/2016 1 1 Government National Mortgage Assn. I 9.00 10/15/2016 1 1 Government National Mortgage Assn. I 9.50 11/15/2016 1 1 Government National Mortgage Assn. I 9.50 11/15/2016 1 ---------- 83 ---------- Total U.S. Government Agency Issues (cost: $78) 83 ---------- U.S. TREASURY SECURITIES (3.2%) NOTES (3.2%) 1,880 1.63%, 11/15/2022 1,735 75,000 1.75%, 5/15/2022 70,890 2,328 2.00%, 2/15/2023 2,207 ---------- 74,832 ---------- Total U.S. Treasury Securities (cost: $79,589) 74,832 ---------- Total Bonds (cost: $740,627) 798,967 ---------- MONEY MARKET INSTRUMENTS (7.0%) COMMERCIAL PAPER (4.8%) CONSUMER DISCRETIONARY (0.1%) ----------------------------- AUTOMOTIVE RETAIL (0.1%) 2,163 Autozone, Inc.(a),(i) 0.22 12/02/2013 2,163 ---------- ENERGY (2.2%) ------------- OIL & GAS EXPLORATION & PRODUCTION (1.3%) 10,084 Canadian Natural Resources Ltd.(a),(i) 0.28 12/10/2013 10,083 18,002 Talisman Energy, Inc.(a),(i) 0.63 12/04/2013 18,001 2,863 Talisman Energy, Inc.(a),(i) 0.60 12/05/2013 2,863 ---------- 30,947 ---------- ================================================================================ 30 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------- OIL & GAS STORAGE & TRANSPORTATION (0.9%) $ 11,427 Enterprise Products Operating, LLC(a),(i) 0.22% 12/09/2013 $ 11,427 10,000 Spectra Energy Capital, LLC(a),(i) 0.24 12/03/2013 10,000 ---------- 21,427 ---------- Total Energy 52,374 ---------- MATERIALS (0.6%) ---------------- PAPER PRODUCTS (0.6%) 13,066 Georgia-Pacific, LLC(a),(i) 0.20 12/03/2013 13,066 ---------- UTILITIES (1.9%) ---------------- ELECTRIC UTILITIES (1.5%) 5,854 Northeast Utilities(a),(i) 0.20 12/05/2013 5,854 16,361 OGE Energy Corp.(a),(i) 0.20 12/06/2013 16,361 13,258 Pacific Gas & Electric Co.(a),(i) 0.19 12/09/2013 13,257 ---------- 35,472 ---------- GAS UTILITIES (0.4%) 10,000 ONEOK, Inc.(a),(i) 0.31 12/06/2013 9,999 ---------- Total Utilities 45,471 ---------- Total Commercial Paper (cost: $113,074) 113,074 ---------- -------------------------------------------------------------------------------------------------- NUMBER OF SHARES -------------------------------------------------------------------------------------------------- MONEY MARKET FUNDS (2.2%) 52,025,923 State Street Institutional Liquid Reserve Fund, 0.07%(j) (cost: $52,026) 52,026 ---------- Total Money Market Instruments (cost: $165,100) 165,100 ---------- TOTAL INVESTMENTS (COST: $2,109,843) $2,351,810 ========== -------------------------------------------------------------------------------------------------- NUMBER OF CONTRACTS -------------------------------------------------------------------------------------------------- PURCHASED OPTIONS (0.1%) 19,550 Put - iShares MSCI EAFE ETF expiring January 18, 2014 at 61 430 4,975 Put - iShares MSCI Emerging Markets ETF expiring January 18, 2013 at 41 426 5,000 Put - iShares MSCI Emerging Markets ETF expiring January 18, 2014 at 38 130 1,037 Put - S&P 500 Index expiring January 18, 2014 at 1640 430 1,037 Put - S&P 500 Index expiring January 18, 2014 at 1730 1,208 ---------- TOTAL PURCHASED OPTIONS (COST: $5,585) $ 2,624 ========== ================================================================================ PORTFOLIO OF INVESTMENTS | 31 ================================================================================ ------------------------------------------------------------------------------------------------------ ($ IN 000s) VALUATION HIERARCHY ------------------------------------------------------------------------------------------------------ (LEVEL 1) (LEVEL 2) (LEVEL 3) QUOTED PRICES OTHER SIGNIFICANT SIGNIFICANT IN ACTIVE MARKETS OBSERVABLE UNOBSERVABLE ASSETS FOR IDENTICAL ASSETS INPUTS INPUTS TOTAL ------------------------------------------------------------------------------------------------------ U.S. Equity Securities: Common Stocks $ 432,595 $ - $ - $ 432,595 Preferred Stocks - 16,967 4,480 21,447 Exchange-Traded Funds 138,157 - - 138,157 International Equity Securities: Common Stocks 367,527 - - 367,527 Preferred Stocks 102 - 750 852 Exchange-Traded Funds 344,698 - - 344,698 Precious Metals and Commodity-Related Securities: Gold 37,191 - - 37,191 Silver 4,441 - - 4,441 Exchange-Traded Funds 26,897 - - 26,897 Global Real Estate Equity Securities: Common Stocks 7,627 - - 7,627 Rights - - - - Preferred Stocks 5,666 645 - 6,311 Bonds: Corporate Obligations - 383,447 - 383,447 Eurodollar and Yankee Obligations - 125,438 - 125,438 Asset-Backed Securities - 3,620 - 3,620 Commercial Mortgage Securities - 211,547 - 211,547 U.S. Government Agency Issues - 83 - 83 U.S. Treasury Securities 74,832 - - 74,832 Money Market Instruments: Commercial Paper - 113,074 - 113,074 Money Market Funds 52,026 - - 52,026 Purchased Options 2,624 - - 2,624 ------------------------------------------------------------------------------------------------------ Total $1,494,383 $854,821 $5,230 $2,354,434 ------------------------------------------------------------------------------------------------------ ================================================================================ 32 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ Reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value: -------------------------------------------------------------------------------- PREFERRED STOCKS -------------------------------------------------------------------------------- Balance as of May 31, 2013 $5,230 Purchases - Sales - Transfers into Level 3 - Transfers out of Level 3 - Net realized gain (loss) on investments - Change in net unrealized appreciation/depreciation of investments - -------------------------------------------------------------------------------- Balance as of November 30, 2013 $5,230 -------------------------------------------------------------------------------- For the period of June 1, 2013, through November 30, 2013, common stocks with a fair value of $205,142,000 and a preferred stock with a fair value of $82,000 were transferred from Level 2 to Level 1. Due to an assessment of events at the beginning of the reporting period, these securities had adjustments to their foreign market closing prices to reflect changes in value that occurred after the close of foreign markets and prior to the close of the U.S. securities markets. The Fund's policy is to recognize any transfers into and out of the levels as of the beginning of the period in which the event or circumstance that caused the transfer occurred. ================================================================================ PORTFOLIO OF INVESTMENTS | 33 ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS November 30, 2013 (unaudited) -------------------------------------------------------------------------------- o GENERAL NOTES Market values of securities are determined by procedures and practices discussed in Note 1 to the financial statements. The portfolio of investments category percentages shown represent the percentages of the investments to net assets, and, in total, may not equal 100%. Investments in foreign securities were 37.5% of net assets at November 30, 2013. A category percentage of 0.0% represents less than 0.1% of net assets. The Fund may rely on certain Securities and Exchange Commission (SEC) exemptive orders or rules that permit funds meeting various conditions to invest in an exchange-traded fund (ETF) in amounts exceeding limits set forth in the Investment Company Act of 1940, as amended, that would otherwise be applicable. o CATEGORIES AND DEFINITIONS ASSET-BACKED AND COMMERCIAL MORTGAGE-BACKED SECURITIES -- Asset-backed securities represent a participation in, or are secured by and payable from, a stream of payments generated by particular assets. Commercial mortgage-backed securities reflect an interest in, and are secured by, mortgage loans on commercial real property. These securities represent ownership in a pool of loans and are divided into pieces (tranches) with varying maturities. The stated final maturity of such securities represents when the final principal payment will be made for all underlying loans. The weighted average life is the average time for principal to be repaid, which is calculated ================================================================================ 34 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ by assuming prepayment rates of the underlying loans. The weighted average life is likely to be substantially shorter than the stated final maturity as a result of scheduled principal payments and unscheduled principal prepayments. Stated interest rates on commercial mortgage-backed securities may change slightly over time as underlying mortgages pay down. EURODOLLAR AND YANKEE OBLIGATIONS -- Eurodollar obligations are dollar-denominated instruments that are issued outside the U.S. capital markets by foreign corporations and financial institutions and by foreign branches of U.S. corporations and financial institutions. Yankee obligations are dollar-denominated instruments that are issued by foreign issuers in the U.S. capital markets. RIGHTS -- enable the holder to buy a specified number of shares of new issues of a common stock before it is offered to the public. o PORTFOLIO ABBREVIATION(S) AND DESCRIPTION(S) ADR American depositary receipts are receipts issued by a U.S. bank evidencing ownership of foreign shares. Dividends are paid in U.S. dollars. REIT Real estate investment trust CREDIT ENHANCEMENTS -- add the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities. (INS) Principal and interest payments are insured by Ambac Assurance Corp. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations. ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 35 ================================================================================ o SPECIFIC NOTES (a) Restricted security that is not registered under the Securities Act of 1933. A resale of this security in the United States may occur in an exempt transaction to a qualified institutional buyer as defined by Rule 144A, and as such has been deemed liquid by USAA Asset Management Company (the Manager) under liquidity guidelines approved by the Trust's Board of Trustees (the Board), unless otherwise noted as illiquid. (b) Security was fair valued at November 30, 2013, by the Manager in accordance with valuation procedures approved by the Board. The total value of all such securities was $5,230,000, which represented 0.22% of net assets of the Fund. (c) Security deemed illiquid by the Manager, under liquidity guidelines approved by the Board. The aggregate market value of these securities at November 30, 2013, was $750,000, which represented 0.03% of the Fund's net assets. (d) Senior loan (loan) -- is not registered under the Securities Act of 1933. The loan contains certain restrictions on resale and cannot be sold publicly. The interest rate is adjusted periodically, and the rate disclosed represents the current rate at November 30, 2013. The weighted average life of the loan is likely to be shorter than the stated final maturity date due to mandatory or optional prepayments. The loan is deemed liquid by the Manager, under liquidity guidelines approved by the Board, unless otherwise noted as illiquid. (e) Variable-rate or floating-rate security -- interest rate is adjusted periodically. The interest rate disclosed represents the current rate at November 30, 2013. (f) Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future. (g) Currently the issuer is in default with respect to interest and/or principal payments. ================================================================================ 36 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ (h) U.S. government agency issues -- mortgage-backed securities issued by Government National Mortgage Association (GNMA or Ginnie Mae) and certain other U.S. government guaranteed securities are supported by the full faith and credit of the U.S. government. Securities issued by government-sponsored enterprises, such as Freddie Mac (Federal Home Loan Mortgage Corporation or FHLMC) and Fannie Mae (Federal National Mortgage Association or FNMA), indicated with a "+", are supported only by the right of the government-sponsored enterprise to borrow from the U.S. Treasury, the discretionary authority of the U.S. government to purchase the government-sponsored enterprises' obligations, or by the credit of the issuing agency, instrumentality, or corporation, and are neither issued nor guaranteed by the U.S. Treasury. In September of 2008, the U.S. Treasury placed Fannie Mae and Freddie Mac under conservatorship and appointed the Federal Housing Finance Agency (FHFA) to act as conservator and oversee their daily operations. In addition, the U.S. Treasury entered into purchase agreements with Fannie Mae and Freddie Mac to provide capital in exchange for senior preferred stock. (i) Commercial paper issued in reliance on the "private placement" exemption from registration afforded by Section 4(2) of the Securities Act of 1933. Unless this commercial paper is subsequently registered, a resale of this commercial paper in the United States 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 an investment dealer who makes a market in this security, and as such has been deemed liquid by the Manager under liquidity guidelines approved by the Board, unless otherwise noted as illiquid. (j) Rate represents the money market fund annualized seven-day yield at November 30, 2013. * Non-income-producing security. See accompanying notes to financial statements. ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 37 ================================================================================ STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) November 30, 2013 (unaudited) -------------------------------------------------------------------------------- ASSETS Investments in securities, at market value (cost of $2,109,843) $2,351,810 Purchased options, at market value (cost of $5,585) 2,624 Cash 2,132 Cash denominated in foreign currencies (identified cost of $1,068) 1,058 Receivables: Capital shares sold 2,572 Dividends and interest 10,138 Securities sold 3,803 Variation margin on futures contracts 1 ---------- Total assets 2,374,138 ---------- LIABILITIES Payables: Securities purchased 1,806 Capital shares redeemed 715 Accrued management fees 1,453 Accrued transfer agent's fees 54 Other accrued expenses and payables 171 ---------- Total liabilities 4,199 ---------- Net assets applicable to capital shares outstanding $2,369,939 ========== NET ASSETS CONSIST OF: Paid-in capital $2,228,277 Accumulated undistributed net investment income 48,359 Accumulated net realized loss on investments and options (145,685) Net unrealized appreciation of investments and options 239,006 Net unrealized depreciation of foreign currency translations (18) ---------- Net assets applicable to capital shares outstanding $2,369,939 ========== Capital shares outstanding, unlimited number of shares authorized, no par value 93,746 ========== Net asset value, redemption price, and offering price per share $ 25.28 ========== See accompanying notes to financial statements. ================================================================================ 38 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ STATEMENT OF OPERATIONS (IN THOUSANDS) Six-month period ended November 30, 2013 (unaudited) -------------------------------------------------------------------------------- INVESTMENT INCOME Dividends (net of foreign taxes withheld of $247) $ 16,042 Interest 23,837 -------- Total income 39,879 -------- EXPENSES Management fees 8,645 Administration and servicing fees 1,729 Transfer agent's fees 2,684 Custody and accounting fees 261 Postage 100 Shareholder reporting fees 82 Trustees' fees 7 Registration fees 28 Professional fees 77 Other 19 -------- Total expenses 13,632 -------- NET INVESTMENT INCOME 26,247 -------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY, AND OPTIONS Net realized gain (loss) on: Unaffiliated transactions 63,775 Affiliated transactions (Note 7) 91 Foreign currency transactions (5) Options (11,451) Change in net unrealized appreciation/depreciation of: Investments 31,060 Foreign currency translations 15 Options (5,949) -------- Net realized and unrealized gain 77,536 -------- Increase in net assets resulting from operations $103,783 ======== See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 39 ================================================================================ STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS) Six-month period ended November 30, 2013 (unaudited), and year ended May 31, 2013 ---------------------------------------------------------------------------------------- 11/30/2013 5/31/2013 ---------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income $ 26,247 $ 55,424 Net realized gain on investments 63,866 132,543 Net realized loss on foreign currency transactions (5) (148) Net realized loss on options (11,451) (46,152) Net realized gain on futures transactions - 2,223 Change in net unrealized appreciation/depreciation of: Investments 31,060 165,337 Foreign currency translations 15 (117) Options (5,949) 3,214 Futures contracts - (1,694) ---------------------------- Increase in net assets resulting from operations 103,783 310,630 ---------------------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income - (55,999) ---------------------------- FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold 138,122 313,638 Reinvested dividends - 55,369 Cost of shares redeemed (166,726) (359,683) ---------------------------- Increase (decrease) in net assets from capital share transactions (28,604) 9,324 ---------------------------- Net increase in net assets 75,179 263,955 NET ASSETS Beginning of period 2,294,760 2,030,805 ---------------------------- End of period $2,369,939 $2,294,760 ============================ Accumulated undistributed net investment income: End of period $ 48,359 $ 22,112 ============================ CHANGE IN SHARES OUTSTANDING Shares sold 5,665 13,470 Shares issued for dividends reinvested - 2,414 Shares redeemed (6,843) (15,514) ---------------------------- Increase (decrease) in shares outstanding (1,178) 370 ============================ See accompanying notes to financial statements. ================================================================================ 40 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ NOTES TO FINANCIAL STATEMENTS November 30, 2013 (unaudited) -------------------------------------------------------------------------------- (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USAA MUTUAL FUNDS TRUST (the Trust), registered under the Investment Company Act of 1940, as amended (the 1940 Act), is an open-end management investment company organized as a Delaware statutory trust consisting of 52 separate funds. The information presented in this semiannual report pertains only to the USAA Cornerstone Moderately Aggressive Fund (the Fund), which is classified as diversified under the 1940 Act. The Fund's investment objective is to achieve capital appreciation with a secondary focus on current income. A. SECURITY VALUATION -- The Trust's Board of Trustees (the Board) has established the Valuation Committee (the Committee), and subject to Board oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board. Among other things, these policies and procedures allow the Fund to utilize independent pricing services, quotations from securities dealers, and a wide variety of sources and information to establish and adjust the fair value of securities as events occur and circumstances warrant. The Committee reports to the Board on a quarterly basis and makes recommendations to the Board as to pricing methodologies and services used by the Fund and presents additional information to the Board regarding application of the pricing and fair valuation policies and procedures during the preceding quarter. The Committee meets as often as necessary to make pricing and fair value determinations. In addition, the Committee holds regular monthly meetings to review prior actions taken by the Committee and USAA Asset Management Company (the Manager). Among other things, ================================================================================ NOTES TO FINANCIAL STATEMENTS | 41 ================================================================================ these monthly meetings include a review and analysis of back testing reports, pricing service quotation comparisons, illiquid securities and fair value determinations, pricing movements, and daily stale price monitoring. The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below: 1. Equity securities, including exchange-traded funds (ETFs), except as otherwise noted, traded primarily on a domestic securities exchange or the Nasdaq over-the-counter markets, are valued at the last sales price or official closing price on the exchange or primary market on which they trade. Equity securities traded primarily on foreign securities exchanges or markets are valued at the last quoted sales price, or the most recently determined official closing price calculated according to local market convention, available at the time the Fund is valued. If no last sale or official closing price is reported or available, the average of the bid and asked prices generally is used. 2. Equity 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 net asset value (NAV) may not take place at the same time the prices of certain foreign securities held by the Fund are determined. In most cases, events affecting the values of foreign securities that occur between the time of their last quoted sales or official closing prices and the close of normal trading on the NYSE on a day the Fund's NAV is calculated will not be reflected in the value of the Fund's foreign securities. However, the Manager, an affiliate of the Fund, and the Fund's subadviser, if applicable, will monitor for events that would materially affect the value of the Fund's foreign securities. The Fund's subadviser has agreed to notify the Manager of significant events it identifies that would materially affect the value of the Fund's foreign securities. If the Manager determines that a particular event would materially ================================================================================ 42 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ affect the value of the Fund's foreign securities, then the Manager, under valuation procedures approved by the Board, will consider such available information that it deems relevant to determine a fair value for the affected foreign securities. In addition, the Fund may use information from an external vendor or other sources to adjust the foreign market closing prices of foreign equity securities to reflect what the Fund believes to be the fair value of the securities as of the close of the NYSE. Fair valuation of affected foreign equity securities may occur frequently based on an assessment that events that occur on a fairly regular basis (such as U.S. market movements) are significant. 3. Investments in open-end investment companies, hedge, or other funds, other than ETFs, are valued at their NAV at the end of each business day. 4. Debt securities purchased with original or remaining maturities of 60 days or less may be valued at amortized cost, which approximates market value. 5. Debt securities with maturities greater than 60 days are valued each business day by a pricing service (the Service) approved by the Board. The Service uses an evaluated 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 these securities based on methods that 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. 6. Repurchase agreements are valued at cost, which approximates market value. 7. Futures are valued based upon the last sale price at the close of market on the principal exchange on which they are traded. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 43 ================================================================================ 8. Options are valued by a pricing service at the National Best Bid/Offer (NBBO) composite price, which is derived from the best available bid and ask prices in all participating options exchanges determined to most closely reflect market value of the options at the time of computation of the Fund's NAV. 9. Forward currency contracts are valued on a daily basis using foreign currency exchange rates obtained from an independent pricing service. 10. Securities for which market quotations are not readily available or are considered unreliable, or whose values have been materially affected by events occurring after the close of their primary markets but before the pricing of the Fund, are valued in good faith at fair value, using methods determined by the Manager in consultation with the Fund's subadviser, if applicable, under valuation procedures approved by the Board. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be. Fair value methods used by the Manager include, but are not limited to, obtaining market quotations from secondary pricing services, broker-dealers, or widely used quotation systems. General factors considered in determining the fair value of securities include fundamental analytical data, the nature and duration of any restrictions on disposition of the securities, and an evaluation of the forces that influenced the market in which the securities are purchased and sold. B. FAIR VALUE MEASUREMENTS -- Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-level valuation hierarchy disclosed in the portfolio of ================================================================================ 44 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ investments is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: Level 1 -- inputs to the valuation methodology are quoted prices (unadjusted) in active markets for identical securities. Level 2 -- inputs to the valuation methodology are other significant observable inputs, including quoted prices for similar securities, inputs that are observable for the securities, either directly or indirectly, and market-corroborated inputs such as market indices. Level 2 securities include certain preferred stocks which are valued based on methods discussed in Note 1A1, and all bonds, except U.S. Treasuries, which are valued based on methods discussed in Note 1A5, and commercial paper which is valued at amortized cost. Level 3 -- inputs to the valuation methodology are unobservable and significant to the fair value measurement, including the Manager's own assumptions in determining the fair value. The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For the securities valued using significant unobservable inputs, market quotations were not available from the pricing services. As such, the securities were valued in good faith using methods determined by the Manager, under valuation procedures approved by the Board. The valuation of some securities falling in the Level 3 category are primarily supported by tender offers and quoted prices obtained from broker-dealers participating in the market for these securities. However, these securities are included in the Level 3 category due to limited market transparency and/or a lack of corroboration to support the quoted prices. Refer to the portfolio of investments for a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 45 ================================================================================ C. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES -- The Fund may buy, sell, and enter into certain types of derivatives, including, but not limited to futures contracts, options, options on futures contracts, and forward currency contracts, under circumstances in which such instruments are expected by the portfolio manager to aid in achieving the Fund's investment objective. The Fund also may use derivatives in circumstances where the portfolio manager believes they offer an economical means of gaining exposure to a particular asset class or securities market or to keep cash on hand to meet shareholder redemptions or other needs while maintaining exposure to the market. With exchange-listed futures contracts and options, counterparty credit risk to the Fund is limited to the exchange's clearinghouse which, as counterparty to all exchange-traded futures contracts and options, guarantees the transactions against default from the actual counterparty to the trade. OPTIONS TRANSACTIONS -- The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund may use options on underlying instruments, namely, equity securities, ETFs, and equity indexes, to gain exposure to, or hedge against, changes in the value of equity securities, ETFs, or equity indexes. A call option gives the purchaser the right to buy, and the writer the obligation to sell, the underlying instrument at a specified price during a specified period. Conversely, a put option gives the purchaser the right to sell, and the writer the obligation to buy, the underlying instrument at a specified price during a specified period. The purchaser of the option pays a premium to the writer of the option. Premiums paid for purchased options are included in the Fund's statement of assets and liabilities as an investment. If a purchased option expires unexercised, the premium paid is recognized as a realized loss. If a purchased call option on a security is exercised, the cost of the security acquired includes the exercise price and the premium paid. If a purchased put option on a security is exercised, the realized gain or loss on the security sold is determined from the exercise price, the original cost of the security, and the premium ================================================================================ 46 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ paid. The risk associated with purchasing a call or put option is limited to the premium paid. Premiums received from writing options are included in the Fund's statement of assets and liabilities as a liability. If a written option expires unexercised, the premium received is recognized as a realized gain. If a written call option on a security is exercised, the realized gain or loss on the security sold is determined from the exercise price, the original cost of the security, and the premium received. If a written put option on a security is exercised, the cost of the security acquired is the exercise price paid less the premium received. The Fund, as a writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option. In an attempt to reduce the Fund's volatility over time, the Fund may implement a strategy that involves purchasing and selling options on indexes or ETFs that represent the Fund's exposure against a highly correlated stock portfolio. The combination of the diversified stock portfolio with index or ETF options is designed to provide the Fund with consistent returns over a wide range of equity market environments. This strategy may not fully protect the Fund against declines in the portfolio's value, and the Fund could experience a loss. Options on ETFs are similar to options on individual securities in that the holder of the ETF call (or put) has the right to receive (or sell) shares of the underlying ETF at the strike price on or before exercise date. Options on securities indexes are different from options on individual securities in that the holder of the index option has the right to receive an amount of cash equal to the difference between the exercise price and the settlement value of the underlying index as defined by the exchange. If an index option is exercised, the realized gain or loss is determined by the exercise price, the settlement value, and the premium amount paid or received. FORWARD CURRENCY CONTRACTS -- The Fund is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The Fund may enter into transactions to purchase or sell ================================================================================ NOTES TO FINANCIAL STATEMENTS | 47 ================================================================================ forward currency contracts in order to gain exposure to, or hedge against, changes in foreign exchange rates on its investment in securities traded in foreign countries. Forward currency contracts are agreements to exchange one currency for another at a future date and at a specified price. When the Fund believes that the currency of a specific country may deteriorate relative to the U.S. dollar, it may enter into a forward contract to sell that currency. The Fund bears the market risk that arises from changes in foreign exchange rates and the credit risk that a counterparty may fail to perform under a contract. The Fund's net equity in open forward currency contracts is included in the statement of assets and liabilities as net unrealized appreciation or depreciation and is generated from differences in the forward currency exchange rates at the trade dates of the contracts and the rates at the reporting date. When the contracts are settled, the Fund records a realized gain or loss equal to the difference in the forward currency exchange rates at the trade dates and at the settlement dates. FAIR VALUES OF DERIVATIVE INSTRUMENTS AS OF NOVEMBER 30, 2013* (IN THOUSANDS) ASSET DERIVATIVES LIABILITY DERIVATIVES ----------------------------------------------------------------------------------------------- STATEMENT OF STATEMENT OF DERIVATIVES NOT ACCOUNTED ASSETS AND ASSETS AND FOR AS HEDGING LIABILITIES LIABILITIES INSTRUMENTS LOCATION FAIR VALUE LOCATION FAIR VALUE ----------------------------------------------------------------------------------------------- Equity contracts Purchased $2,624 - - options; Net unrealized appreciation of investments and options ----------------------------------------------------------------------------------------------- *For open derivative instruments as of November 30, 2013, see the portfolio of investments, which also is indicative of activity for the six-month period ended November 30, 2013. ================================================================================ 48 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ THE EFFECT OF DERIVATIVE INSTRUMENTS ON THE STATEMENT OF OPERATIONS FOR THE SIX-MONTH PERIOD ENDED NOVEMBER 30, 2013 (IN THOUSANDS) DERIVATIVES CHANGE IN UNREALIZED NOT ACCOUNTED STATEMENT OF APPRECIATION FOR AS HEDGING OPERATIONS REALIZED LOSS (DEPRECIATION) INSTRUMENTS LOCATION ON DERIVATIVES ON DERIVATIVES -------------------------------------------------------------------------------- Equity contracts Net realized loss $(11,451) $(5,949) on options/Change in net unrealized appreciation/ depreciation of options -------------------------------------------------------------------------------- D. FEDERAL TAXES -- The Fund's policy is to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its income to its shareholders. Therefore, no federal income tax provision is required. E. INVESTMENTS IN SECURITIES -- Security transactions are accounted for on the date the securities are purchased or sold (trade date). Gains or losses from sales of investment securities are computed on the identified cost basis. Dividend income, less foreign taxes, if any, is recorded on the ex-dividend date. If the ex-dividend date has passed, certain dividends from foreign securities are recorded upon notification. Interest income is recorded daily on the accrual basis. Discounts and premiums are amortized over the life of the respective securities, using the effective yield method for long-term securities and the straight-line method for short-term securities. F. FOREIGN CURRENCY TRANSLATIONS -- The Fund's assets may be invested in the securities of foreign issuers and may be traded in foreign currency. Since the Fund's accounting records are maintained in U.S. dollars, foreign currency amounts are translated into U.S. dollars on the following bases: 1. Purchases and sales of securities, income, and expenses at the exchange rate obtained from an independent pricing service on the respective dates of such transactions. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 49 ================================================================================ 2. Market value of securities, other assets, and liabilities at the exchange rate obtained from an independent pricing service on a daily basis. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Separately, net realized foreign currency gains/losses may arise from sales of foreign currency, currency gains/losses realized between the trade and settlement dates on security transactions, and from the difference between amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts received. At the end of the Fund's fiscal year, these net realized foreign currency gains/losses are reclassified from accumulated net realized gain/loss to accumulated undistributed net investment income on the statement of assets and liabilities as such amounts are treated as ordinary income/loss for tax purposes. Net unrealized foreign currency exchange gains/losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rate. G. SECURITIES PURCHASED ON A DELAYED-DELIVERY OR WHEN-ISSUED BASIS -- Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis or for delayed draws on loans can take place a month or more after the trade date. During the period prior to settlement, these securities do not earn interest, are subject to market fluctuation, and may increase or decrease in value prior to their delivery. The Fund receives a commitment fee for delayed draws on loans. The Fund maintains segregated assets with a market value equal to or greater than the amount of its purchase commitments. The purchase of securities on a delayed-delivery or when-issued basis and delayed-draw loan commitments may increase the volatility of the Fund's NAV to the ================================================================================ 50 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ extent that the Fund makes such purchases and commitments while remaining substantially fully invested. H. EXPENSES PAID INDIRECTLY -- Through arrangements with the Fund's custodian and other banks utilized by the Fund for cash management purposes, realized credits, if any, generated from cash balances in the Fund's bank accounts may be used to directly reduce the Fund's expenses. For the six-month period ended November 30, 2013, there were no custodian and other bank credits. I. INDEMNIFICATIONS -- Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts that contain a variety of representations and warranties that provide general indemnifications. The Trust's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trust expects the risk of loss to be remote. J. USE OF ESTIMATES -- The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts in the financial statements. (2) LINE OF CREDIT The Fund participates in a joint, short-term, revolving, committed loan agreement of $500 million with USAA Capital Corporation (CAPCO), an affiliate of the Manager. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. Subject to availability, the Fund may borrow from CAPCO an amount up to 5% of the Fund's total assets at an interest rate based on the London Interbank Offered Rate (LIBOR). The USAA Funds that are party to the loan agreement are assessed facility fees by CAPCO in the amount of 7.0 basis points of the amount of ================================================================================ NOTES TO FINANCIAL STATEMENTS | 51 ================================================================================ the committed loan agreement. The facility fee rate remains unchanged from September 30, 2012, to September 30, 2013. The facility fees are allocated among the Funds based on their respective average net assets for the period. For the six-month period ended November 30, 2013, the Fund paid CAPCO facility fees of $6,000, which represents 3.7% of the total fees paid to CAPCO by the USAA Funds. The Fund had no borrowings under this agreement during the six-month period ended November 30, 2013. (3) DISTRIBUTIONS The tax basis of distributions and accumulated undistributed net investment income will be determined based upon the Fund's tax year-end of May 31, 2014, in accordance with applicable tax law. Distributions of net investment income and realized gains from security transactions not offset by capital losses are made annually in the succeeding fiscal year or as otherwise required to avoid the payment of federal taxes. Under the Regulated Investment Company Modernization Act of 2010 (the Act), a fund is permitted to carry forward net capital losses indefinitely. Additionally, such capital losses that are carried forward will retain their character as short-term and/or long-term capital losses. Post-enactment capital loss carryforwards must be used before pre-enactment capital loss carryforwards. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. At May 31, 2013, the Fund had pre-enactment capital loss carryforwards of $178,759,000, and no post-enactment capital loss carryforwards, for federal income tax purposes. If not offset by subsequent capital gains, the pre-enactment capital loss carryforwards will expire in 2018. It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used or expire. For the six-month period ended November 30, 2013, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions. On ================================================================================ 52 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ an ongoing basis the Manager will monitor its tax positions to determine if adjustments to this conclusion are necessary. The statute of limitations on the Fund's tax return filings generally remain open for the three preceding fiscal reporting year-ends and remain subject to examination by the Internal Revenue Service and state taxing authorities. (4) INVESTMENT TRANSACTIONS Cost of purchases and proceeds from sales/maturities of securities, excluding short-term securities, for the six-month period ended November 30, 2013, were $678,075,000 and $799,160,000, respectively. As of November 30, 2013, the cost of securities, including short-term securities, for federal income tax purposes, was approximately the same as that reported in the financial statements. Gross unrealized appreciation and depreciation of investments as of November 30, 2013, were $303,087,000 and $64,081,000, respectively, resulting in net unrealized appreciation of $239,006,000. For the six-month period ended November 30, 2013, transactions in written call and put options* were as follows: PREMIUMS NUMBER OF RECEIVED CONTRACTS (000'S) ------------------------ Outstanding May 31, 2013 6,200 $ 8,732 Options written 42,507 2,807 Options terminated in closing purchase transactions (33,757) (11,233) Options expired (14,950) (306) ------------------------ Outstanding at November 30, 2013 - $ - ======================== *Refer to Note 1C for a discussion of derivative instruments and how they are accounted for in the Fund's financial statements. (5) TRANSACTIONS WITH MANAGER A. MANAGEMENT FEES -- The Manager provides investment management services to the Fund pursuant to an Advisory Agreement. Under this agreement, the Manager is responsible for managing the business and affairs of the Fund and for directly managing the day-to-day ================================================================================ NOTES TO FINANCIAL STATEMENTS | 53 ================================================================================ investment of a portion of the Fund's assets, subject to the authority of and supervision by the Board. The Manager is also authorized to select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a portion of the Fund's assets. The Manager monitors each subadviser's performance through quantitative and qualitative analysis, and periodically recommends to the Board as to whether each subadviser's agreement should be renewed, terminated, or modified. The Manager is also responsible for allocating assets to the subadvisers. The allocation for each subadviser can range from 0% to 100% of the Fund's assets, and the Manager can change the allocations without shareholder approval. The investment management fee for the Fund is comprised of a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.75% of the Fund's average net assets for the fiscal year. The performance adjustment is calculated monthly by comparing the Fund's performance to that of the Lipper Global Flexible Funds Index over the performance period. The Lipper Global Flexible Funds Index tracks the total return performance of the 30 largest funds in the Lipper Global Flexible Portfolio Funds category. The performance period for the Fund consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment: OVER/UNDER PERFORMANCE ANNUAL ADJUSTMENT RATE RELATIVE TO INDEX(1) AS A % OF THE FUND'S AVERAGE NET ASSETS(1) ------------------------------------------------------------------------------ +/- 1.00% to 4.00% +/- 0.04% +/- 4.01% to 7.00% +/- 0.05% +/- 7.01% and greater +/- 0.06% (1)Based on the difference between average annual performance of the Fund and its relevant index, rounded to the nearest 0.01%. Average net assets are calculated over a rolling 36-month period. The annual performance adjustment rate is multiplied by the average net assets of the Fund over the entire performance period, which is ================================================================================ 54 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is the performance adjustment; a positive adjustment in the case of overperformance, or a negative adjustment in the case of underperformance. Under the performance fee arrangement, the Fund will pay a positive performance fee adjustment for a performance period whenever the Fund outperforms the Lipper Global Flexible Funds Index over that period, even if the Fund had overall negative returns during the performance period. For the six-month period ended November 30, 2013, the Fund incurred total management fees, paid or payable to the Manager, of $8,645,000. B. SUBADVISORY ARRANGEMENT(s) -- The Manager has entered into an investment subadvisory agreement with Quantitative Management Associates, LLC (QMA), under which QMA directs the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by the Manager). The Manager (not the Fund) pays QMA a subadvisory fee in the annual amount of 0.25% of the portion of the Fund's average net assets that QMA manages. For the six-month period ended November 30, 2013, the Manager incurred subadvisory fees, paid or payable to QMA, of $341,000. C. ADMINISTRATION AND SERVICING FEES -- The Manager provides certain administration and servicing functions for the Fund. For such services, the Manager receives a fee accrued daily and paid monthly at an annualized rate of 0.15% of the Fund's average net assets. For the six-month period ended November 30, 2013, the Fund incurred administration and servicing fees, paid or payable to the Manager, of $1,729,000. In addition to the services provided under its Administration and Servicing Agreement with the Fund, the Manager also provides certain compliance and legal services for the benefit of the Fund. The Board has approved the reimbursement of a portion of these expenses incurred by the Manager. For the six-month period ended ================================================================================ NOTES TO FINANCIAL STATEMENTS | 55 ================================================================================ November 30, 2013, the Fund reimbursed the Manager $32,000 for these compliance and legal services. These expenses are included in the professional fees on the Fund's statement of operations. D. EXPENSE LIMITATION -- The Manager had agreed, through October 1, 2013, to limit the annual expenses of the Fund to 1.28% of its average net assets, excluding extraordinary expenses and before reductions of any expenses paid indirectly, and would reimburse the Fund for all expenses in excess of that amount. Effective October 1, 2013, the Manager terminated this agreement. E. TRANSFER AGENT'S FEES -- USAA Transfer Agency Company, d/b/a USAA Shareholder Account Services (SAS), an affiliate of the Manager, provides transfer agent services to the Fund based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. SAS pays a portion of these fees to certain intermediaries for administration and servicing of accounts held with such intermediaries. For the six-month period ended November 30, 2013, the Fund incurred transfer agent's fees, paid or payable to SAS, of $2,684,000. F. UNDERWRITING SERVICES -- USAA Investment Management Company provides exclusive underwriting and distribution of the Fund's shares on a continuing best-efforts basis and receives no commissions or fees for this service. (6) TRANSACTIONS WITH AFFILIATES Certain trustees and officers of the Fund are also directors, officers, and/or employees of the Manager. None of the affiliated trustees or Fund officers received any compensation from the Fund. (7) SECURITY TRANSACTIONS WITH AFFILIATED FUNDS During the six-month period ended November 30, 2013, in accordance with affiliated transaction procedures approved by the Board, purchases and sales of security transactions were executed between the Fund and ================================================================================ 56 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ the following affiliated USAA Funds at the then-current market price with no brokerage commissions incurred. NET REALIZED COST TO GAIN (LOSS) TO SELLER PURCHASER PURCHASER SELLER --------------------------------------------------------------------------------------- USAA Cornerstone USAA Cornerstone Moderately Aggressive Fund Aggressive Fund $ 113,000 $ (18,000) USAA Cornerstone USAA First Start Moderately Aggressive Fund Growth Fund 2,089,000 (67,000) USAA Cornerstone USAA Real Return Moderately Aggressive Fund Fund 88,000 (6,000) USAA Real Return Fund USAA Cornerstone Moderately Aggressive Fund 954,000 (109,000) USAA Cornerstone USAA Cornerstone Aggressive Fund Moderately Aggressive Fund 1,671,000 70,000 USAA Income Stock Fund USAA Cornerstone Moderately Aggressive Fund 86,000 22,000 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 57 ================================================================================ (8) FINANCIAL HIGHLIGHTS Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, -------------------------------------------------------------------------------- 2013 2013 2012 2011 2010 2009 -------------------------------------------------------------------------------- Net asset value at beginning of period $ 24.17 $ 21.48 $ 24.05 $ 20.43 $ 17.21 $ 24.17 -------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income .28 .61 .65 .57 .65 .57 Net realized and unrealized gain (loss) .83 2.69 (2.58) 3.67(a) 3.19 (7.02) -------------------------------------------------------------------------------- Total from investment operations 1.11 3.30 (1.93) 4.24 3.84 (6.45) -------------------------------------------------------------------------------- Less distributions from: Net investment income -- (.61) (.64) (.62) (.62) (.51) -------------------------------------------------------------------------------- Net asset value at end of period $ 25.28 $ 24.17 $ 21.48 $ 24.05 $ 20.43 $ 17.21 ================================================================================ Total return (%)* 4.59 15.49 (7.96) 20.93(a) 22.31 (26.39) Net assets at end of period (000) $2,369,939 $2,294,760 $2,030,805 $2,294,249 $1,924,153 $1,603,954 Ratios to average net assets:** Expenses (%)(b) 1.18(e) 1.22 1.27 1.25(c) 1.19 1.19 Expenses, excluding reimbursements (%)(b) 1.18(e) 1.22 1.27 1.27 1.31 1.37 Net investment income (%) 2.28(e) 2.54 2.87 2.51 3.23 3.23 Portfolio turnover (%) 31 81 77(d) 117 151 162 * Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. generally accepted accounting principles and could differ from the Lipper reported return. Total returns for periods of less than one year are not annualized. ** For the six-month period ended November 30, 2013, average net assets were $2,299,641,000. (a) During the year ended May 31, 2011, the Manager reimbursed the Fund $10,000 for a loss incurred from the disposal of a investment in error. The effect of this reimbursement of the Fund's net realized loss and total return was less than $0.01/0.01% per share. (b) Reflects total operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios by less than 0.01%. (c) Prior to October 13, 2013, the Manager voluntarily agreed to limit the annual expenses of the Fund to 1.28% of the Fund's average net assets. Prior to October 1, 2010, the voluntary expense limit was 1.19%. (d) Trading activity due to changes in subadvisers and asset allocation strategies. (e) Annualized. The ratio is not necessarily indicative of 12 months of operations. ================================================================================ 58 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ EXPENSE EXAMPLE November 30, 2013 (unaudited) -------------------------------------------------------------------------------- EXAMPLE As a shareholder of the Fund, you incur two types of costs: direct costs, such as wire fees, redemption fees, and low balance fees; and indirect costs, including management fees, transfer agency fees, and other Fund operating expenses. This example is intended to help you understand your indirect costs, also referred to as "ongoing costs" (in dollars), of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period of June 1, 2013, through November 30, 2013. ACTUAL EXPENSES The first line of the table on the next page provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested at the beginning of the period, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending ================================================================================ EXPENSE EXAMPLE | 59 ================================================================================ account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any direct costs, such as wire fees, redemption fees, or low balance fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these direct costs were included, your costs would have been higher. EXPENSES PAID BEGINNING ENDING DURING PERIOD* ACCOUNT VALUE ACCOUNT VALUE JUNE 1, 2013 - JUNE 1, 2013 NOVEMBER 30, 2013 NOVEMBER 30, 2013 ----------------------------------------------------- Actual $1,000.00 $1,045.90 $6.05 Hypothetical (5% return before expenses) 1,000.00 1,019.15 5.97 * Expenses are equal to the Fund's annualized expense ratio of 1.18%, which is net of any reimbursements and expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/365 days (to reflect the one-half-year period). The Fund's ending account value on the first line in the table is based on its actual total return of 4.59% for the six-month period of June 1, 2013, through November 30, 2013. ================================================================================ 60 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ TRUSTEES Daniel S. McNamara Robert L. Mason, Ph.D. Barbara B. Ostdiek, Ph.D. Michael F. Reimherr Paul L. McNamara Jefferson C. Boyce -------------------------------------------------------------------------------- ADMINISTRATOR AND USAA Asset Management Company INVESTMENT ADVISER P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- UNDERWRITER AND USAA Investment Management Company DISTRIBUTOR P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- TRANSFER AGENT USAA Shareholder Account Services 9800 Fredericksburg Road San Antonio, Texas 78288 -------------------------------------------------------------------------------- CUSTODIAN AND State Street Bank and Trust Company ACCOUNTING AGENT P.O. Box 1713 Boston, Massachusetts 02105 -------------------------------------------------------------------------------- INDEPENDENT Ernst & Young LLP REGISTERED PUBLIC 100 West Houston St., Suite 1800 ACCOUNTING FIRM San Antonio, Texas 78205 -------------------------------------------------------------------------------- MUTUAL FUND Under "My Accounts" on SELF-SERVICE 24/7 usaa.com select "Investments," AT USAA.COM then "Mutual Funds" OR CALL Under "Investments" view (800) 531-USAA account balances, or click (8722) "I want to...," and select the desired action. -------------------------------------------------------------------------------- Copies of the Manager's proxy voting policies and procedures, approved by the Trust's Board of Trustees for use in voting proxies on behalf of the Fund, are available without charge (i) by calling (800) 531-USAA (8722); (ii) at USAA.COM; and (iii) in summary within the Statement of Additional Information on the SEC's website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's website at HTTP://WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling (800) 531-USAA (8722); (ii) at USAA.COM; and (iii) on the SEC's website at HTTP://WWW.SEC.GOV. These Forms N-Q also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. ================================================================================ USAA 9800 Fredericksburg Road -------------- San Antonio, TX 78288 PRSRT STD U.S. Postage PAID USAA -------------- >> SAVE PAPER AND FUND COSTS Under MY PROFILE on usaa.com select MANAGE PREFERENCES Set your DOCUMENT PREFERENCES to USAA DOCUMENTS ONLINE. [LOGO OF USAA] USAA WE KNOW WHAT IT MEANS TO SERVE.(R) ============================================================================= 27800-0114 (C)2014, USAA. All rights reserved. ITEM 2. CODE OF ETHICS. NOT APPLICABLE. This item must be disclosed only in annual reports. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. NOT APPLICABLE. This item must be disclosed only in annual reports. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. NOT APPLICABLE. This item must be disclosed only in annual reports. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not Applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Filed as part of the report to shareholders. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not Applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not Applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not Applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Corporate Governance Committee selects and nominates candidates for membership on the Board as independent directors. Currently, there is no procedure for shareholders to recommend candidates to serve on the Board. ITEM 11. CONTROLS AND PROCEDURES The principal executive officer and principal financial officer of USAA Mutual Funds Trust (Trust) have concluded that the Trust's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Trust in this Form N-CSR/S was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report. There were no significant changes or corrective actions with regard to significant deficiencies or material weaknesses in the Trust's internal controls or in other factors that could significantly affect the Trust's internal controls subsequent to the date of their evaluation. The only change to the procedures was to document the annual disclosure controls and procedures established for the new section of the shareholder reports detailing the factors considered by the Funds' Board in approving the Funds' advisory agreements. ITEM 12. EXHIBITS. (a)(1). NOT APPLICABLE. This item must be disclosed only in annual reports. (a)(2). Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT. (a)(3). Not Applicable. (b). Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b))is filed and attached hereto as Exhibit 99.906CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: USAA MUTUAL FUNDS TRUST, Period Ended November 30, 2013 By:* /S/ DANIEL J. MAVICO ----------------------------------------------------------- Signature and Title: DANIEL J. MAVICO, Assistant Secretary Date: 1/27/2014 ------------------------------ Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By:* /S/ DANIEL S. MCNAMARA ----------------------------------------------------- Signature and Title: Daniel S. McNamara, President Date: 1/27/2014 ------------------------------ By:* /S/ ROBERTO GALINDO, JR. ----------------------------------------------------- Signature and Title: Roberto Galindo, Jr., Treasurer Date: 1/27/2014 ------------------------------ *Print the name and title of each signing officer under his or her signature.