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, 2014


ITEM 1.  SEMIANNUAL REPORT TO STOCKHOLDERS.
USAA MUTUAL FUNDS TRUST - SEMIANNUAL REPORT FOR PERIOD ENDED NOVEMBER 30, 2014



[LOGO OF USAA]
    USAA(R)

                                   [GRAPHIC OF USAA CORNERSTONE AGGRESSIVE FUND]

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        SEMIANNUAL REPORT
        USAA CORNERSTONE AGGRESSIVE FUND
        NOVEMBER 30, 2014

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PRESIDENT'S MESSAGE

"...[A] KEY DETERMINANT OF INVESTMENT
SUCCESS IS THE ABILITY TO DEAL WITH OUR             [PHOTO OF BROOKS ENGLEHARDT]
EMOTIONAL REACTIONS."

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JANUARY 2015

The reporting period was perilous for those who believe they can gauge - and
trade - the direction of the financial markets. When the period began in June of
last year, many observers believed that longer-term interest rates could not get
any lower. In fact, they continued to trend down as the Federal Reserve (the
Fed) gradually tapered (or reduced), and eventually, ended its quantitative
easing (QE) bond-buying program. The yield on a 10-year U.S. Treasury, which
began the period at 2.48%, ended it at 2.17%. As yields fell, bond prices rose
(bond prices and yields move in opposite directions), with longer-term and
intermediate-term U.S. Treasuries generating the highest bond-market returns for
the reporting period overall. U.S. large-cap stocks performed even better than
U.S. Treasuries. After dipping sharply in the first two weeks of October,
large-cap stocks rallied and finished the period with a solid gain.

The performance of other asset classes was quite different. During the reporting
period, investors generally sold off European stocks, which ended the period in
negative territory. Japanese equities notched a gain, but they underperformed
versus the broad U.S. stock market. U.S. small-cap stocks declined for most of
the period, rebounding during the final weeks to eke out a small positive
return. Within fixed-income securities, high-yield spreads (or yield
differentials versus risk-free U.S. Treasuries of comparable maturity) widened,
suggesting investors were growing concerned about corporate fundamentals amid
weaker global economic growth.

Indeed, while the U.S. economy continued to strengthen during the reporting
period, other economies did not fare well. Europe's economic growth slowed,
Japan struggled to jumpstart its declining economy, and the former engine of
global growth - China - weakened. The monetary policies of global central banks
reflected the divergence between those economies and our own. As the Fed was
ending its QE program, other central banks were easing monetary policy further,
pushing down interest rates around the world. At the same time, inflation
pressures eased as oil prices fell by nearly a third during the reporting period
and natural gas,

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copper, and agricultural commodity prices also declined. Gold prices, however,
held up relatively well in comparison, falling only modestly.

Few could have foreseen this investment landscape when the reporting period
started. Despite what some experts say, no one can be sure exactly what will
happen in the financial markets. I suspect those who tried to time the markets
were surprised by the performance of certain asset classes. Under the
circumstances, if you decided to adhere to your long-term investment plan, you
have every reason to congratulate yourself. This is all the more true when you
consider the dramatic headlines that dominated the period, including Russia's
involvement in the Ukraine, the Ebola crisis, and the uncertainty in the Middle
East. In my opinion, a key determinant of investment success is the ability to
deal with our emotional reactions. We believe investors should strive to ignore
media noise and focus instead on relevant information, such as the direction of
interest rates and the condition of the U.S. economy, which can provide them
with the perspective they need to manage their investments. In this respect, a
long-term plan can be extremely useful.

That said, as we look ahead to 2015, it may be a good time to review your
investment plan and make sure it still suits your goals, risk tolerance, and
time horizon. You also may want to rebalance your portfolio. Regular rebalancing
can potentially help you protect your gains and prepare for what happens next.
If you would like some help, please call one of our financial advisors. They
would be happy to assist you.

At USAA Investments, we remain committed to providing you with our best advice,
top-notch service and a wide variety of investment choices. Rest assured we will
continue monitoring global economic trends, central bank monetary policy, and
other factors that potentially could affect your investments. From all of us
here, I would like to thank you for the opportunity to serve your investment
needs.

Sincerely,

/S/ BROOKS ENGLEHARDT

Brooks Englehardt
President
USAA Investments

PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. o As interest rates rise,
bond prices generally fall; given the historically low interest rate
environment, risks associated with rising interest rates may be heightened.
o Emerging market countries are less diverse and mature than other countries and
tend to be politically less stable. o Precious metals and minerals is a volatile
asset class and is subject to additional risks, such as currency fluctuation,
market illiquidity, political instability, and increased price volatility. It
may be more volatile than other asset classes that diversify across many
industries and companies. o Investments provided by USAA Investment Management
Company and USAA Financial Advisors Inc., both registered broker dealers.
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.

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TABLE OF CONTENTS

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FUND OBJECTIVE                                                                 1

MANAGERS' COMMENTARY                                                           2

INVESTMENT OVERVIEW                                                            6

FINANCIAL INFORMATION

    Portfolio of Investments                                                  10

    Notes to Portfolio of Investments                                         24

    Financial Statements                                                      27

    Notes to Financial Statements                                             30

EXPENSE EXAMPLE                                                               45


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)2015, USAA. All rights reserved.

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FUND OBJECTIVE

THE USAA CORNERSTONE AGGRESSIVE FUND (THE FUND) SEEKS CAPITAL APPRECIATION OVER
THE LONG TERM. THE FUND ALSO CONSIDERS THE POTENTIAL FOR CURRENT INCOME.

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TYPES OF INVESTMENTS

The Fund invests in equity securities, bonds, and money market instruments. The
Fund will have a target asset class allocation of approximately 80% equity
securities and 20% 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.

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                                                             FUND OBJECTIVE |  1


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MANAGERS' COMMENTARY ON THE FUND

USAA Asset Management Company

    JOHN P. TOOHEY, CFA                      ARNOLD J. ESPE, CFA
    WASIF A. LATIF                           DAN DENBOW, CFA

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o  HOW DID THE GLOBAL FINANCIAL MARKETS PERFORM DURING THE REPORTING PERIOD?

   The U.S. stock market performed very well during the period, with large-cap
   companies leading the way. The United States is one of the fastest-growing
   developed world economies, and large-cap companies generally feature strong
   balance sheets, above-average dividend yields and stable business lines.
   Large-cap stocks were, therefore, seen as being a relatively good option at a
   time of slower growth overseas, helping the S&P 500(R) Index to finish the
   period close to its all-time high. Small-cap stocks, while positive, lagged
   large-cap stocks somewhat due to their weak showing during September and the
   first half of October. In contrast to the U.S. market, international
   equities as a group closed the period with a negative return. While a large
   portion of the decline resulted from the falling value of overseas currencies
   relative to the U.S. dollar, the asset class was also hurt by signs of
   flagging growth in both Europe and Japan. Emerging market equities also lost
   ground, reflecting concerns about the outlook for the world economy and the
   potential impact of falling commodity prices.

   The U.S. investment-grade bond market was helped by modest economic growth,
   low inflation, and the growing expectation that the Federal Reserve will not
   be compelled to raise interest rates until late in 2015. Yields on U.S.
   Treasury bonds fell, as prices rose, and these gains carried through to the
   rest of the market. While investment-grade bonds performed well, high-yield
   bonds as a group experienced negative returns during the six-month period.
   The asset class was hurt by the

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2  | USAA CORNERSTONE AGGRESSIVE FUND


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   unfavorable combination of investors exiting the asset class generally and an
   elevated supply of high-yield bond issues in the early autumn. Later in the
   period, the sharp downturn in the price of oil weighed on the performance of
   bonds issued by energy companies, which are heavily represented in the
   high-yield market.

o  HOW DID THE USAA CORNERSTONE AGGRESSIVE FUND (THE FUND) PERFORM DURING THE
   REPORTING PERIOD?

   For the six-month reporting period ended November 30, 2014, the Fund had a
   total return of 0.89%. This compares to returns of 1.91% for the Barclays
   U.S. Aggregate Bond Index and 1.91% for the MSCI All-Country World Index.

   USAA Asset Management Company is the Fund's investment adviser. The
   investment adviser provides day-to-day discretionary management for the
   Fund's assets.

o  PLEASE DISCUSS THE FACTORS THAT HELPED AND HURT PERFORMANCE.

   The Fund's domestic equity allocation delivered a positive return and made an
   important contribution to performance. Strong stock selection, particularly
   in the information technology, consumer discretionary, and health care
   sectors, was the key driver of performance in the Fund's domestic equity
   segment. Our performance also was helped by our tilt toward large-cap stocks
   and away from small-cap stocks. We have held this positioning for several
   quarters on the belief that small-cap stocks' elevated valuations signal the
   potential for below-average returns over a three-to-five year interval. This
   positioning, while a headwind to Fund returns earlier in the year, began to
   pay off during the past six months. In our view, this helps illustrate the
   potential benefit of taking a long-term view and using valuation as one of
   the key pillars of our allocation decisions.

   Refer to page 7 for benchmark definitions.

   PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.

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                                           MANAGERS' COMMENTARY ON THE FUND |  3


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   The strong showing of our investment-grade bond portfolio also was a factor
   in the Fund's six-month results. We added the most value through individual
   security selection in the corporate bond and commercial mortgage-backed
   sectors, where our bottom-up, research-driven approach worked very well. We
   maintained our long-standing approach of keeping the portfolio's duration (or
   interest-rate sensitivity) below that of the Barclays U.S. Aggregate Bond
   Index, while looking for compelling risk-return opportunities in the
   higher-yielding segments of the investment-grade market. This approach has
   worked well not just in the past six months, but over the long term as well.

   The Fund's international allocation, which holds stocks that are invested in
   both the developed and emerging markets overseas, was a key detractor from
   our six-month results given the negative returns of these market segments.
   Nevertheless, we believe the international markets represent a compelling
   opportunity at a time in which U.S. equities are trading above longer-term
   averages based on many valuation metrics.

   Our allocation to gold and gold-related equities also detracted from
   performance. U.S. dollar strength tends to weigh on the sector by making gold
   more expensive for non-U.S. buyers, which in turn dampens demand. While this
   led to a negative return for the Fund's precious metals allocation during the
   past six months, it's important to keep in mind that we don't own gold with
   the goal of boosting short-term performance. Instead, this segment of the
   portfolio is intended to provide diversification, longer-term inflation
   protection, and a hedge against central bank policy errors.

   The Fund also holds an allocation to high-yield bonds. This position was a
   strong, positive contributor to performance through the first half of 2014,
   and it has made a favorable contribution over the trailing one-, three-, and
   five-year periods as well. In contrast, the more recent weakness in high-
   yield bonds caused this allocation to detract from performance during the
   past six months. From a longer-term standpoint, however, we believe the asset
   class remains supported by the environment of moderate economic growth, low
   defaults, and the steady credit outlook for high-yield companies.

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4  | USAA CORNERSTONE AGGRESSIVE FUND


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   The Fund's hedging strategy - which is designed to help cushion the impact of
   large stock market sell-offs - had a neutral impact on overall performance,
   but it helped dampen the effect of elevated market volatility during
   September and the first half of October. We continue to view the hedging
   strategy as a way to protect against the potential for unexpected volatility
   in the global equity markets.

   We continue to use our diversified, global approach to identify asset classes
   that offer the combination of strong fundamentals and attractive valuations,
   while tilting away from those that no longer offer a compelling risk-return
   profile. We expect this long-term, value-driven methodology will be critical
   to generating outperformance if the investment backdrop becomes more
   challenging in the year ahead.

   Thank you for your investment in the Fund.

As interest rates rise, bond prices generally fall; given the historically low
interest rate environment, risks associated with rising interest rates may be
heightened. 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. o Precious metals and minerals is a volatile asset
class and is subject to additional risks, such as currency fluctuation, market
illiquidity, political instability, and increased price volatility. It may be
more volatile than other asset classes that diversify across many industries and
companies. o 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 Diversification is a technique intended to help
reduce risk and does not guarantee a profit or prevent a loss.

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                                           MANAGERS' COMMENTARY ON THE FUND |  5


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INVESTMENT OVERVIEW

USAA CORNERSTONE AGGRESSIVE FUND (THE FUND) (Ticker Symbol: UCAGX)



--------------------------------------------------------------------------------
                                          11/30/14                     5/31/14
--------------------------------------------------------------------------------
                                                          
Net Assets                             $168.5 Million           $150.4 Million
Net Asset Value Per Share                   $12.51                  $12.40


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                   AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/14
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  5/31/14 -11/30/14*               1 YEAR                SINCE INCEPTION 6/8/12
                                                            
         0.89%                       5.73%                        11.35%


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                   AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/14
--------------------------------------------------------------------------------
   1 YEAR                                                 SINCE INCEPTION 6/8/12
                                                                
   2.77%                                                           10.31%


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                         EXPENSE RATIOS AS OF 5/31/14 **
--------------------------------------------------------------------------------
                                                                  
BEFORE REIMBURSEMENT        1.65%              AFTER REIMBURSEMENT         1.28%


               (Includes acquired fund fees and expenses of 0.18%)

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 ratios represent 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, 2014, and
are calculated as a percentage of average net assets. USAA Asset Management
Company (the Manager) has agreed, through October 1, 2015, to make payments or
waive management, administration, and other fees to limit the expenses of the
Fund so that the total annual operating expenses (exclusive of commission
recapture, expense offset arrangements, acquired fund fees and expenses, and
extraordinary expenses) do not exceed an annual rate of 1.10% of the Fund's
average net assets. This reimbursement arrangement may not be changed or
terminated during this time period without approval of the Fund's Board of
Trustees and may be changed or terminated by the Manager at any time after
October 1, 2015. If the total annual operating expense ratio of the Fund is
lower than 1.10%, the Fund will operate at the lower expense ratio. These
estimated expense ratios 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, if any. 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 (including
capital gains distributions), redemption of shares, or reinvested net investment
income.

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6  | USAA CORNERSTONE AGGRESSIVE FUND


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                      o CUMULATIVE PERFORMANCE COMPARISON o

                  [CHART OF CUMULATIVE PERFORMANCE COMPARISON]



                                      USAA CORNERSTONE        BARCLAYS U.S.
                 MSCI ALL-COUNTRY        AGGRESSIVE          AGGREGATE BOND
                   WORLD INDEX              FUND                  INDEX
                                                      
05/31/12           $10,000.00           $10,000.00             $10,000.00
06/30/12            10,493.89            10,330.00              10,003.92
07/31/12            10,637.55            10,390.00              10,141.91
08/31/12            10,868.84            10,610.00              10,148.53
09/30/12            11,211.17            10,850.00              10,162.50
10/31/12            11,136.45            10,810.00              10,182.49
11/30/12            11,278.85            10,870.00              10,198.56
12/31/12            11,534.33            11,071.06              10,184.04
01/31/13            12,065.70            11,399.70              10,112.81
02/28/13            12,063.82            11,327.81              10,163.50
03/31/13            12,281.81            11,502.40              10,171.61
04/30/13            12,635.33            11,656.45              10,274.54
05/31/13            12,600.66            11,605.10              10,091.22
06/30/13            12,232.36            11,276.46               9,935.12
07/31/13            12,817.95            11,697.53               9,948.70
08/31/13            12,550.90            11,471.59               9,897.85
09/30/13            13,199.17            11,820.77               9,991.55
10/31/13            13,729.68            12,211.03              10,072.33
11/30/13            13,924.12            12,344.54              10,034.62
12/31/13            14,164.33            12,509.86               9,977.91
01/31/14            13,597.75            12,155.12              10,125.34
02/28/14            14,254.63            12,624.63              10,179.18
03/31/14            14,318.01            12,645.50              10,161.84
04/30/14            14,454.31            12,739.40              10,247.59
05/31/14            14,761.74            12,937.64              10,364.26
06/30/14            15,039.67            13,188.05              10,369.62
07/31/14            14,857.12            12,989.81              10,343.61
08/31/14            15,185.29            13,219.35              10,457.80
09/30/14            14,693.04            12,812.44              10,386.79
10/31/14            14,796.48            12,895.90              10,488.88
11/30/14            15,043.98            13,052.40              10,562.16


                                   [END CHART]

                         Data from 5/31/12 to 11/30/14.*

The graph illustrates the comparison of a $10,000 hypothetical investment in the
USAA Cornerstone Aggressive Fund to the following benchmarks:

o  The unmanaged MSCI All-Country World Index is a free float-adjusted market
   capitalization weighted index that is designed to measure the equity market
   performance of developed and emerging markets.

o  The unmanaged Barclays U.S. Aggregate Bond Index covers the U.S.
   investment-grade fixed-rate bond market, including government and credit
   securities, agency mortgage pass-through securities, asset-backed securities,
   and commercial mortgage-backed securities that have remaining maturities of
   more than one year.

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. The return information for the
indexes does not reflect the deduction of any fees, expenses, or taxes.

*The performance of the MSCI All-Country World Index and the Barclays U.S.
Aggregate Bond Index are calculated from the end of the month, May 31, 2012,
while the inception date of the Cornerstone Aggressive Fund is June 8, 2012.
There may be a slight variation of the performance numbers because of this
difference.

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                                                        INVESTMENT OVERVIEW |  7


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                       o TOP 10 HOLDINGS* - 11/30/14 o
                              (% of Net Assets)


                                                                         
iShares Core MSCI EAFE ETF** .............................................. 11.6%
iShares Core S&P 500 ETF** ................................................  7.8%
iShares MSCI EAFE ETF** ...................................................  7.3%
iShares Core MSCI Emerging Markets ETF** ..................................  6.8%
iShares MSCI Germany ETF** ................................................  5.0%
iShares Core S&P Mid-Cap ETF**  ...........................................  3.4%
Vanguard Mid-Cap ETF**  ...................................................  2.4%
Market Vectors Gold Miners ETF  ...........................................  2.0%
U.S. Treasury Bond 3.13%, 8/15/2044 .......................................  1.4%
General Electric Co. ......................................................  1.1%


 * 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 10-23.

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8  | USAA CORNERSTONE AGGRESSIVE FUND


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                         ASSET ALLOCATION* - 11/30/14

                       [PIE CHART OF ASSET ALLOCATION]


                                                                        
U.S. EQUITY SECURITIES**                                                   43.3%
INTERNATIONAL EQUITY SECURITIES**                                          35.3%
CORPORATE OBLIGATIONS                                                       6.5%
PRECIOUS METALS AND COMMODITY-RELATED SECURITIES**                          3.0%
U.S. TREASURY SECURITIES                                                    2.8%
COMMERCIAL MORTGAGE SECURITIES                                              2.6%
EURODOLLAR AND YANKEE OBLIGATIONS                                           2.6%
COLLATERALIZED MORTGAGE OBLIGATIONS                                         0.3%
MONEY MARKET INSTRUMENTS                                                    3.2%


                                   [END CHART]

 * Excludes options.

** 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.

Percentages are of the net assets of the Fund and may not equal 100%.

You will find a complete list of securities that the Fund owns on pages 10-23.

================================================================================

                                                        INVESTMENT OVERVIEW |  9


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PORTFOLIO OF INVESTMENTS

November 30, 2014 (unaudited)



--------------------------------------------------------------------------------
                                                                          MARKET
NUMBER                                                                     VALUE
OF SHARES    SECURITY                                                      (000)
--------------------------------------------------------------------------------
                                                                
             U.S. EQUITY SECURITIES (43.3%)

             COMMON STOCKS (27.7%)

             CONSUMER DISCRETIONARY (3.6%)
             -----------------------------
             ADVERTISING (0.3%)
    6,000    Omnicom Group, Inc.                                      $      464
                                                                      ----------
             AUTO PARTS & EQUIPMENT (0.8%)
   12,800    Johnson Controls, Inc.                                          640
    6,800    Magna International, Inc.                                       732
                                                                      ----------
                                                                           1,372
                                                                      ----------
             AUTOMOBILE MANUFACTURERS (0.3%)
   28,000    Ford Motor Co.                                                  440
                                                                      ----------
             CABLE & SATELLITE (0.4%)
   12,850    Comcast Corp. "A"                                               733
                                                                      ----------
             CASINOS & GAMING (0.2%)
   14,100    MGM Resorts International*                                      322
                                                                      ----------
             DEPARTMENT STORES (0.2%)
    4,400    Kohl's Corp.                                                    262
                                                                      ----------
             GENERAL MERCHANDISE STORES (0.1%)
    3,900    Dollar General Corp.*                                           260
                                                                      ----------
             HOME IMPROVEMENT RETAIL (0.2%)
    4,100    Home Depot, Inc.                                                408
                                                                      ----------
             HOTELS, RESORTS & CRUISE LINES (0.5%)
   12,600    Carnival Corp.                                                  556
    3,500    Royal Caribbean Cruises Ltd.                                    258
                                                                      ----------
                                                                             814
                                                                      ----------
             SPECIALIZED CONSUMER SERVICES (0.3%)
   14,800    H&R Block, Inc.                                                 498
                                                                      ----------
             SPECIALTY STORES (0.3%)
    4,161    Signet Jewelers Ltd.                                            545
                                                                      ----------
             Total Consumer Discretionary                                  6,118
                                                                      ----------


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10  | USAA CORNERSTONE AGGRESSIVE FUND


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--------------------------------------------------------------------------------
                                                                          MARKET
NUMBER                                                                     VALUE
OF SHARES    SECURITY                                                      (000)
--------------------------------------------------------------------------------
                                                                
             CONSUMER STAPLES (1.7%)
             -----------------------
             DRUG RETAIL (1.3%)
   12,950    CVS Health Corp.                                         $    1,183
   15,000    Walgreen Co.                                                  1,029
                                                                      ----------
                                                                           2,212
                                                                      ----------
             FOOD DISTRIBUTORS (0.2%)
    7,000    Sysco Corp.                                                     282
                                                                      ----------
             HOUSEHOLD PRODUCTS (0.2%)
    3,600    Procter & Gamble Co.                                            326
                                                                      ----------
             Total Consumer Staples                                        2,820
                                                                      ----------
             ENERGY (2.7%)
             -------------
             INTEGRATED OIL & GAS (0.9%)
    1,850    Chevron Corp.                                                   201
   15,820    Occidental Petroleum Corp.                                    1,262
                                                                      ----------
                                                                           1,463
                                                                      ----------
             OIL & GAS DRILLING (0.1%)
    7,950    Transocean Ltd.                                                 167
                                                                      ----------
             OIL & GAS EQUIPMENT & SERVICES (1.2%)
   25,740    Halliburton Co.                                               1,086
   10,500    Schlumberger Ltd.                                               903
                                                                      ----------
                                                                           1,989
                                                                      ----------
             OIL & GAS EXPLORATION & PRODUCTION (0.5%)
    4,600    Anadarko Petroleum Corp.                                        364
   19,300    Marathon Oil Corp.                                              558
                                                                      ----------
                                                                             922
                                                                      ----------
             Total Energy                                                  4,541
                                                                      ----------
             FINANCIALS (4.9%)
             -----------------
             ASSET MANAGEMENT & CUSTODY BANKS (0.1%)
    2,000    Ameriprise Financial, Inc.                                      263
                                                                      ----------
             CONSUMER FINANCE (0.7%)
   13,320    Capital One Financial Corp.                                   1,108
                                                                      ----------
             DIVERSIFIED BANKS (2.0%)
   37,500    Bank of America Corp.                                           639
   14,710    Citigroup, Inc.                                                 794
   21,610    JPMorgan Chase & Co.                                          1,300
   12,530    Wells Fargo & Co.                                               683
                                                                      ----------
                                                                           3,416
                                                                      ----------


================================================================================

                                                  PORTFOLIO OF INVESTMENTS |  11


================================================================================



--------------------------------------------------------------------------------
                                                                          MARKET
NUMBER                                                                     VALUE
OF SHARES    SECURITY                                                      (000)
--------------------------------------------------------------------------------
                                                                
             INVESTMENT BANKING & BROKERAGE (0.2%)
    7,700    Morgan Stanley                                           $      271
                                                                      ----------
             LIFE & HEALTH INSURANCE (0.4%)
   11,670    MetLife, Inc.                                                   649
                                                                      ----------
             MULTI-LINE INSURANCE (0.1%)
    4,600    American International Group, Inc.                              252
                                                                      ----------
             REGIONAL BANKS (0.9%)
    6,700    CIT Group, Inc.                                                 327
   61,000    KeyCorp                                                         824
    3,900    PNC Financial Services Group, Inc.                              341
                                                                      ----------
                                                                           1,492
                                                                      ----------
             SPECIALIZED FINANCE (0.5%)
    3,420    Intercontinental Exchange, Inc.                                 773
                                                                      ----------
             Total Financials                                              8,224
                                                                      ----------
             HEALTH CARE (4.0%)
             ------------------
             BIOTECHNOLOGY (1.3%)
    2,500    Amgen, Inc.                                                     413
   17,150    Gilead Sciences, Inc.*                                        1,721
                                                                      ----------
                                                                           2,134
                                                                      ----------
             HEALTH CARE DISTRIBUTORS (0.3%)
    7,010    Cardinal Health, Inc.                                           576
                                                                      ----------
             HEALTH CARE EQUIPMENT (0.5%)
   10,500    Medtronic, Inc.                                                 775
                                                                      ----------
             PHARMACEUTICALS (1.9%)
   26,000    AbbVie, Inc.                                                  1,799
    5,090    Johnson & Johnson                                               551
    3,500    Merck & Co., Inc.                                               212
   22,476    Pfizer, Inc.                                                    700
                                                                      ----------
                                                                           3,262
                                                                      ----------
             Total Health Care                                             6,747
                                                                      ----------
             INDUSTRIALS (4.1%)
             ------------------
             AEROSPACE & DEFENSE (0.5%)
    2,500    Raytheon Co.                                                    267
    9,700    Spirit AeroSystems Holdings, Inc. "A"*                          418
    2,110    United Technologies Corp.                                       232
                                                                      ----------
                                                                             917
                                                                      ----------
             AIR FREIGHT & LOGISTICS (0.2%)
    2,990    United Parcel Service, Inc. "B"                                 329
                                                                      ----------
             AIRLINES (0.5%)
   12,700    United Continental Holdings, Inc.*                              778
                                                                      ----------


================================================================================

12  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================



--------------------------------------------------------------------------------
                                                                          MARKET
NUMBER                                                                     VALUE
OF SHARES    SECURITY                                                      (000)
--------------------------------------------------------------------------------
                                                                
             ELECTRICAL COMPONENTS & EQUIPMENT (0.8%)
   19,250    Eaton Corp. plc                                          $    1,306
                                                                      ----------
             ENVIRONMENTAL & FACILITIES SERVICES (0.3%)
   13,100    Republic Services, Inc.                                         519
                                                                      ----------
             INDUSTRIAL CONGLOMERATES (1.2%)
    2,900    Carlisle Companies, Inc.                                        259
   68,180    General Electric Co.                                          1,806
                                                                      ----------
                                                                           2,065
                                                                      ----------
             INDUSTRIAL MACHINERY (0.3%)
    3,350    Parker Hannifin Corp.                                           432
                                                                      ----------
             RAILROADS (0.3%)
    2,000    Kansas City Southern                                            238
    2,200    Union Pacific Corp.                                             257
                                                                      ----------
                                                                             495
                                                                      ----------
             Total Industrials                                             6,841
                                                                      ----------
             INFORMATION TECHNOLOGY (5.9%)
             -----------------------------
             APPLICATION SOFTWARE (0.2%)
    4,000    Adobe Systems, Inc.*                                            295
                                                                      ----------
             COMMUNICATIONS EQUIPMENT (0.9%)
   39,000    Cisco Systems, Inc.                                           1,078
   19,500    Juniper Networks, Inc.                                          432
                                                                      ----------
                                                                           1,510
                                                                      ----------
             DATA PROCESSING & OUTSOURCED SERVICES (0.3%)
    1,950    Visa, Inc. "A"                                                  503
                                                                      ----------
             INTERNET SOFTWARE & SERVICES (0.7%)
    4,700    Facebook, Inc. "A"*                                             365
    1,295    Google, Inc. "A"*                                               711
                                                                      ----------
                                                                           1,076
                                                                      ----------
             SEMICONDUCTOR EQUIPMENT (0.5%)
   36,100    Applied Materials, Inc.                                         868
                                                                      ----------
             SEMICONDUCTORS (0.9%)
    9,000    Broadcom Corp. "A"                                              388
   21,490    Intel Corp.                                                     800
    5,800    Texas Instruments, Inc.                                         316
                                                                      ----------
                                                                           1,504
                                                                      ----------
             SYSTEMS SOFTWARE (0.9%)
   33,000    Microsoft Corp.                                               1,578
                                                                      ----------


================================================================================

                                                  PORTFOLIO OF INVESTMENTS |  13


================================================================================



--------------------------------------------------------------------------------
                                                                          MARKET
NUMBER                                                                     VALUE
OF SHARES    SECURITY                                                      (000)
--------------------------------------------------------------------------------
                                                                

             TECHNOLOGY HARDWARE, STORAGE, & PERIPHERALS (1.5%)
    9,115    Apple, Inc.                                              $    1,084
   26,900    Hewlett-Packard Co.                                           1,051
    6,200    Seagate Technology plc                                          410
                                                                      ----------
                                                                           2,545
                                                                      ----------
             Total Information Technology                                  9,879
                                                                      ----------
             MATERIALS (0.4%)
             ----------------
             DIVERSIFIED CHEMICALS (0.2%)
   16,000    Huntsman Corp.                                                  409
                                                                      ----------
             DIVERSIFIED METALS & MINING (0.1%)
    5,000    Freeport-McMoRan Copper & Gold, Inc.                            134
                                                                      ----------
             PAPER PRODUCTS (0.1%)
    4,000    International Paper Co.                                         215
                                                                      ----------
             Total Materials                                                 758
                                                                      ----------
             TELECOMMUNICATION SERVICES (0.4%)
             ---------------------------------
             INTEGRATED TELECOMMUNICATION SERVICES (0.4%)
   14,161    Verizon Communications, Inc.                                    716
                                                                      ----------
             Total Common Stocks (cost: $38,362)                          46,644
                                                                      ----------
             PREFERRED STOCKS (1.1%)

             CONSUMER STAPLES (0.3%)
             -----------------------
             AGRICULTURAL PRODUCTS (0.3%)
    8,000    CHS, Inc., Series B, 7.88%, cumulative
                redeemable, perpetual                                        229
    2,000    Dairy Farmers of America, Inc., 7.88%,
                cumulative redeemable, perpetual(a)                          214
                                                                      ----------
                                                                             443
                                                                      ----------
             Total Consumer Staples                                          443
                                                                      ----------
             ENERGY (0.2%)
             -------------
             OIL & GAS STORAGE & TRANSPORTATION (0.2%)
      150    Kinder Morgan G.P., Inc., 4.13%,
                cumulative redeemable(a)                                     140

   10,645    NuStar Logistics, LP, 7.63%                                     284
                                                                      ----------
                                                                             424
                                                                      ----------
             Total Energy                                                    424
                                                                      ----------
             FINANCIALS (0.5%)
             -----------------
             LIFE & HEALTH INSURANCE (0.2%)
   12,000    Delphi Financial Group, Inc., 7.38%,
                cumulative redeemable                                        301
                                                                      ----------
             REGIONAL BANKS (0.1%)
      235    M&T Bank Corp., 6.38%, cumulative redeemable,
                perpetual                                                    244
                                                                      ----------
             REITs -MORTGAGE (0.1%)
    8,000    Arbor Realty Trust, Inc., 7.38%                                 199
                                                                      ----------


================================================================================

14  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================



--------------------------------------------------------------------------------
                                                                          MARKET
NUMBER                                                                     VALUE
OF SHARES    SECURITY                                                      (000)
--------------------------------------------------------------------------------
                                                                
             REITs -OFFICE (0.1%)
    4,000    Equity Commonwealth, Series E, 7.25%,
                cumulative redeemable, perpetual                      $      103
                                                                      ----------
             Total Financials                                                847
                                                                      ----------
             TELECOMMUNICATION SERVICES (0.1%)
             ---------------------------------
             INTEGRATED TELECOMMUNICATION SERVICES (0.1%)
    8,000    Qwest Corp., 7.50%                                              217
                                                                      ----------
             Total Preferred Stocks (cost: $1,860)                         1,931
                                                                      ----------
             EXCHANGE-TRADED FUNDS (14.5%)
   62,700    iShares Core S&P 500 ETF                                     13,078
   39,800    iShares Core S&P Mid-Cap ETF                                  5,741
    7,590    SPDR S&P 500 ETF Trust                                        1,573
   31,700    Vanguard Mid-Cap ETF                                          3,954
                                                                      ----------
             Total Exchange-Traded Funds (cost: $22,042)                  24,346
                                                                      ----------
             Total U.S. Equity Securities (cost: $62,264)                 72,921
                                                                      ----------

             INTERNATIONAL EQUITY SECURITIES (35.3%)

             COMMON STOCKS (2.5%)

             CONSUMER DISCRETIONARY (0.2%)
             -----------------------------
             AUTO PARTS & EQUIPMENT (0.2%)
    4,500    Delphi Automotive plc                                           328
                                                                      ----------
             ENERGY (0.1%)
             -------------
             INTEGRATED OIL & GAS (0.1%)
    3,000    Royal Dutch Shell plc ADR                                       199
                                                                      ----------
             FINANCIALS (0.2%)
             -----------------
             DIVERSIFIED BANKS (0.2%)
    6,400    HSBC Holdings plc ADR                                           319
                                                                      ----------
             HEALTH CARE (0.3%)
             ------------------
             PHARMACEUTICALS (0.3%)
    5,600    Novartis AG ADR                                                 541
                                                                      ----------
             INDUSTRIALS (0.4%)
             ------------------
             RAILROADS (0.4%)
    3,200    Canadian Pacific Railway Ltd.                                   618
                                                                      ----------
             INFORMATION TECHNOLOGY (0.7%)
             -----------------------------
             SEMICONDUCTORS (0.7%)
   15,972    NXP Semiconductors N.V.*                                      1,243
                                                                      ----------
             MATERIALS (0.3%)
             ----------------
             DIVERSIFIED METALS & MINING (0.3%)
    9,400    Rio Tinto plc ADR                                               438
                                                                      ----------


================================================================================

                                                  PORTFOLIO OF INVESTMENTS |  15


================================================================================



--------------------------------------------------------------------------------
                                                                          MARKET
NUMBER                                                                     VALUE
OF SHARES    SECURITY                                                      (000)
--------------------------------------------------------------------------------
                                                                
             TELECOMMUNICATION SERVICES (0.3%)
             ---------------------------------
             WIRELESS TELECOMMUNICATION SERVICES (0.3%)
   15,763    Vodafone Group plc ADR                                   $      576
                                                                      ----------
             Total Common Stocks (cost: $3,298)                            4,262
                                                                      ----------

             EXCHANGE-TRADED FUNDS (32.8%)
   14,112    EGShares Emerging Markets Consumer ETF                          383
  338,000    iShares Core MSCI EAFE ETF                                   19,624
  229,600    iShares Core MSCI Emerging Markets ETF                       11,430
  190,893    iShares MSCI EAFE ETF                                        12,215
  291,661    iShares MSCI Germany ETF                                      8,400
    6,340    iShares MSCI Philippines ETF                                    245
   10,436    iShares MSCI Turkey ETF                                         602
    5,690    SPDR S&P Emerging Markets SmallCap ETF                          266
    8,244    WisdomTree Emerging Markets Equity Income Fund                  377
    8,945    WisdomTree Emerging Markets SmallCap Dividend Fund              402
   17,007    WisdomTree India Earnings Fund                                  395
   15,600    WisdomTree Japan Hedged Equity Index Fund                       864
                                                                      ----------
             Total Exchange-Traded Funds (cost: $53,806)                  55,203
                                                                      ----------
             Total International Equity Securities (cost: $57,104)        59,465
                                                                      ----------

             PRECIOUS METALS AND COMMODITY-RELATED SECURITIES (3.0%)

             EXCHANGE-TRADED FUNDS (3.0%)
  182,000    Market Vectors Gold Miners ETF                                3,336
   16,000    SPDR Gold Shares*                                             1,794
                                                                      ----------
             Total Exchange-Traded Funds (cost: $7,711)                    5,130
                                                                      ----------
             Total Precious Metals and Commodity-Related
                 Securities (cost: $7,711)                                 5,130
                                                                      ----------


------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT                                                            COUPON
(000)                                                              RATE          MATURITY
------------------------------------------------------------------------------------------------------------
                                                                                      
             BONDS (14.8%)

             CORPORATE OBLIGATIONS (6.5%)

             CONSUMER DISCRETIONARY (0.2%)
             -----------------------------
             SPECIALTY STORES (0.2%)
$     200    Guitar Center, Inc.(a)
                                                                   6.50%          4/15/2019              174
      150    Toys R Us Property Co. II, LLC                        8.50          12/01/2017              150
                                                                                                  ----------
                                                                                                         324
                                                                                                  ----------
             Total Consumer Discretionary                                                                324
                                                                                                  ----------


================================================================================

16  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================



------------------------------------------------------------------------------------------------------------
PRINCIPAL                                                                                             MARKET
AMOUNT                                                            COUPON                               VALUE
(000)        SECURITY                                              RATE          MATURITY              (000)
------------------------------------------------------------------------------------------------------------
                                                                                      
             ENERGY (1.1%)
             -------------
             OIL & GAS DRILLING (0.0%)
$      90    Schahin II Finance Co.(a)                             5.88%          9/25/2023       $       80
                                                                                                  ----------
             OIL & GAS EXPLORATION & PRODUCTION (0.3%)
      100    Alta Mesa Holdings, LP                                9.63          10/15/2018               97
      100    American Energy -Permian Basin, LLC(a)                7.38          11/01/2021               81
      100    California Resources Corp.(a)                         6.00          11/15/2024               90
      100    Fieldwood Energy, LLC(b)                              8.38           9/30/2020               91
       50    Rex Energy Corp.                                      8.88          12/01/2020               50
      100    Sabine Oil & Gas, LLC(b)                              8.75          12/31/2018               93
       50    Samson Investment Co.(b)                              5.00           9/25/2018               46
                                                                                                  ----------
                                                                                                         548
                                                                                                  ----------
             OIL & GAS STORAGE & TRANSPORTATION (0.8%)
      350    DCP Midstream, LLC(a)                                 5.85           5/21/2043              350
      200    Enbridge Energy Partners, LP                          8.05          10/01/2077              223
      300    Energy Transfer Partners, LP                          3.25(c)       11/01/2066              279
      200    Enterprise Products Operating, LLC                    7.00           6/01/2067              209
      100    Martin Midstream Partners, LP                         7.25           2/15/2021               99
      190    Southern Union Co.                                    3.25(c)       11/01/2066              158
                                                                                                  ----------
                                                                                                       1,318
                                                                                                  ----------
             Total Energy                                                                              1,946
                                                                                                  ----------
             FINANCIALS (3.2%)
             -----------------
             ASSET MANAGEMENT & CUSTODY BANKS (0.4%)
      200    Prospect Capital Corp.                                5.00           7/15/2019              208
      300    State Street Capital Trust IV                         1.23(c)        6/01/2077              254
      200    Walter Investment Management Corp.                    7.88          12/15/2021              181
                                                                                                  ----------
                                                                                                         643
                                                                                                  ----------
             LIFE & HEALTH INSURANCE (0.6%)
      300    Lincoln National Corp.                                7.00           5/17/2066              307
      200    MetLife, Inc.                                         6.40          12/15/2066              223
      200    Prudential Financial, Inc.                            5.63           6/15/2043              208
      350    StanCorp Financial Group, Inc.                        6.90           6/01/2067              364
                                                                                                  ----------
                                                                                                       1,102
                                                                                                  ----------
             MULTI-LINE INSURANCE (0.6%)
      325    Genworth Holdings, Inc.                               6.15          11/15/2066              219
      500    Glen Meadow Pass-Through Trust(a)                     6.51           2/12/2067              494
      300    Nationwide Mutual Insurance Co.(a)                    5.81(c)       12/15/2024              300
                                                                                                  ----------
                                                                                                       1,013
                                                                                                  ----------


================================================================================

                                                  PORTFOLIO OF INVESTMENTS |  17


================================================================================



------------------------------------------------------------------------------------------------------------
PRINCIPAL                                                                                             MARKET
AMOUNT                                                            COUPON                               VALUE
(000)        SECURITY                                              RATE          MATURITY              (000)
------------------------------------------------------------------------------------------------------------
                                                                                      
             OTHER DIVERSIFIED FINANCIAL SERVICES (0.3%)
$     250    GE Capital Trust I                                    6.38%         11/15/2067       $      271
       50    General Electric Capital Corp.                        6.38          11/15/2067               54
      200    JPMorgan Chase Capital XXI                            1.18(c)        1/15/2087              167
                                                                                                  ----------
                                                                                                         492
                                                                                                  ----------
             PROPERTY & CASUALTY INSURANCE (0.8%)
      200    Allstate Corp.                                        5.75           8/15/2053              211
      200    AmTrust Financial Services, Inc.                      6.13           8/15/2023              211
      200    HSB Group, Inc.(d)                                    1.14(c)        7/15/2027              146
      250    Ironshore Holdings, Inc.(a)                           8.50           5/15/2020              303
      395    Oil Insurance Ltd.(a)                                 3.22(c)                -(e)           365
      100    Progressive Corp.                                     6.70           6/15/2067              109
                                                                                                  ----------
                                                                                                       1,345
                                                                                                  ----------
             REAL ESTATE DEVELOPMENT (0.1%)
      200    Forestar USA Real Estate Group, Inc.(a)               8.50           6/01/2022              204
                                                                                                  ----------
             REGIONAL BANKS (0.3%)
      175    Cullen/Frost Capital Trust II                         1.78(c)        3/01/2034              154
       50    First Maryland Capital Trust I                        1.23(c)        1/15/2027               45
      100    Fulton Capital Trust I                                6.29           2/01/2036               98
      200    Suntrust Capital I                                    0.90(c)        5/15/2027              167
                                                                                                  ----------
                                                                                                         464
                                                                                                  ----------
             REINSURANCE (0.0%)
       50    Platinum Underwriters Finance, Inc.                   7.50           6/01/2017               57
                                                                                                  ----------
             THRIFTS & MORTGAGE FINANCE (0.1%)
      100    Ocwen Financial Corp.(a)                              6.63           5/15/2019               95
                                                                                                  ----------
             Total Financials                                                                          5,415
                                                                                                  ----------
             INDUSTRIALS (0.4%)
             ------------------
             AEROSPACE & DEFENSE (0.2%)
      100    Moog, Inc.(a)                                         5.25          12/01/2022              102
      250    Textron Financial Corp.(a)                            6.00           2/15/2067              230
                                                                                                  ----------
                                                                                                         332
                                                                                                  ----------
             AIRLINES (0.0%)
       59    Continental Airlines, Inc. "B" Pass-Through Trust     6.25          10/11/2021               63
                                                                                                  ----------
             RAILROADS (0.1%)
      150    Florida East Coast Holdings Corp.(a)                  6.75           5/01/2019              154
                                                                                                  ----------
             TRADING COMPANIES & DISTRIBUTORS (0.0%)
       75    ILFC E-Capital Trust I(a)                             4.84(c)       12/21/2065               72
                                                                                                  ----------


================================================================================

18  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================



------------------------------------------------------------------------------------------------------------
PRINCIPAL                                                                                             MARKET
AMOUNT                                                            COUPON                               VALUE
(000)        SECURITY                                              RATE          MATURITY              (000)
------------------------------------------------------------------------------------------------------------
                                                                                      
             TRUCKING (0.1%)
$      99    YRC Worldwide, Inc.(b)                                8.25%          2/13/2019       $       99
                                                                                                  ----------
             Total Industrials                                                                           720
                                                                                                  ----------
             TELECOMMUNICATION SERVICES (0.1%)
             ---------------------------------
             WIRELESS TELECOMMUNICATION SERVICES (0.1%)
      100    Sprint Corp.                                          7.13           6/15/2024               99
                                                                                                  ----------
             UTILITIES (1.5%)
             ----------------
             ELECTRIC UTILITIES (0.6%)
      200    NextEra Energy Capital Holdings, Inc.                 6.35          10/01/2066              198
      174    NextEra Energy Capital Holdings, Inc.                 6.65           6/15/2067              176
       50    NextEra Energy Capital Holdings, Inc.                 7.30           9/01/2067               54
      300    PPL Capital Funding, Inc.                             6.70           3/30/2067              304
      251    Texas Competitive Electric Holdings Co., LLC(b),(f)   4.65          10/10/2017              183
                                                                                                  ----------
                                                                                                         915
                                                                                                  ----------
             MULTI-UTILITIES (0.9%)
       50    Dominion Resources, Inc.                              7.50           6/30/2066               53
      150    Dominion Resources, Inc.                              2.53(c)        9/30/2066              142
      300    Integrys Energy Group, Inc.                           6.11          12/01/2066              305
      500    Puget Sound Energy, Inc.                              6.97           6/01/2067              526
      500    Wisconsin Energy Corp.                                6.25           5/15/2067              511
                                                                                                  ----------
                                                                                                       1,537
                                                                                                  ----------
             Total Utilities                                                                           2,452
                                                                                                  ----------
             Total Corporate Obligations (cost: $10,812)                                              10,956
                                                                                                  ----------
             EURODOLLAR AND YANKEE OBLIGATIONS (2.6%)

             ENERGY (0.2%)
             -------------
             OIL & GAS STORAGE & TRANSPORTATION (0.2%)
      400    TransCanada Pipelines Ltd.                            6.35           5/15/2067              399
                                                                                                  ----------
             FINANCIALS (0.9%)
             -----------------
             DIVERSIFIED BANKS (0.4%)
      100    Barclays Bank plc                                     0.63(c)                -(e)            66
      100    Barclays Bank plc                                     0.69(c)                -(e)            67
       50    Barclays Bank plc(a)                                  7.70                   -(e)            55
      100    HSBC Bank plc                                         0.60(c)                -(e)            67
      300    HSBC Bank plc                                         0.69(c)                -(e)           202
      400    Lloyds Bank plc                                       0.56(c)                -(e)           265
                                                                                                  ----------
                                                                                                         722
                                                                                                  ----------


================================================================================

                                                  PORTFOLIO OF INVESTMENTS |  19


================================================================================



------------------------------------------------------------------------------------------------------------
PRINCIPAL                                                                                             MARKET
AMOUNT                                                            COUPON                               VALUE
(000)        SECURITY                                              RATE          MATURITY              (000)
------------------------------------------------------------------------------------------------------------
                                                                                      
             LIFE & HEALTH INSURANCE (0.2%)
$     370    Great-West Life & Annuity Insurance Capital, LP(a)    7.15%          5/16/2046       $      385
                                                                                                  ----------
             MULTI-LINE INSURANCE (0.1%)
      150    ZFS Finance USA Trust V(a)                            6.50           5/09/2067              162
                                                                                                  ----------
             PROPERTY & CASUALTY INSURANCE (0.1%)
      200    QBE Capital Funding III Ltd.(a)                       7.25           5/24/2041              218
                                                                                                  ----------
             REINSURANCE (0.1%)
      100    Swiss Re Capital I, LP(a)                             6.85                   -(e)           106
                                                                                                  ----------
             Total Financials                                                                          1,593
                                                                                                  ----------
             INDUSTRIALS (0.2%)
             ------------------
             INDUSTRIAL CONGLOMERATES (0.1%)
      150    Hutchison Whampoa International Ltd.(a)               6.00                   -(e)           155
                                                                                                  ----------
             MARINE (0.1%)
      100    Navios Maritime Holdings, Inc.(a)                     7.38           1/15/2022               97
                                                                                                  ----------
             Total Industrials (cost: $251)                                                              252
                                                                                                  ----------
             MATERIALS (0.7%)
             ----------------
             COMMODITY CHEMICALS (0.1%)
      200    Braskem Finance Ltd.                                  6.45           2/03/2024              210
                                                                                                  ----------
             DIVERSIFIED METALS & MINING (0.1%)
      100    Vedanta Resources plc(a)                              6.00           1/31/2019               97
                                                                                                  ----------
             GOLD (0.5%)
      300    Kinross Gold Corp.(a)                                 5.95           3/15/2024              287
      300    Newcrest Finance Proprietary Ltd.(a)                  4.45          11/15/2021              285
      300    St. Barbara Ltd.(a)                                   8.88           4/15/2018              246
                                                                                                  ----------
                                                                                                         818
                                                                                                  ----------
             Total Materials                                                                           1,125
                                                                                                  ----------
             TELECOMMUNICATION SERVICES (0.1%)
             ---------------------------------
             WIRELESS TELECOMMUNICATION SERVICES (0.1%)
      200    NII International Telecom SCA(a),(f)                  7.88           8/15/2019              147
                                                                                                  ----------
             UTILITIES (0.5%)
             ----------------
             ELECTRIC UTILITIES (0.5%)
      200    EDP Finance B.V.(a)                                   4.13           1/15/2020              203
      250    Electricite De France S.A.(a)                         5.25                   -(e)           260
      300    Enel S.p.A.(a)                                        8.75           9/24/2073              351
                                                                                                  ----------
                                                                                                         814
                                                                                                  ----------
             Total Utilities                                                                             814
                                                                                                  ----------
             Total Eurodollar and Yankee Obligations (cost: $4,168)                                    4,330
                                                                                                  ----------


================================================================================

20  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================



------------------------------------------------------------------------------------------------------------
PRINCIPAL                                                                                             MARKET
AMOUNT                                                            COUPON                               VALUE
(000)        SECURITY                                              RATE          MATURITY              (000)
------------------------------------------------------------------------------------------------------------
                                                                                      
             COLLATERALIZED MORTGAGE OBLIGATIONS (0.3%)

             FINANCIALS (0.3%)
             -----------------
$      99    Sequoia Mortgage Trust                                1.06%(c)       9/20/2033       $       86
      298    Structured Asset Mortgage Investments, Inc.           0.65(c)        7/19/2035              263
       91    Wells Fargo Mortgage Backed Securities Trust          4.83(c)        4/25/2035               88
                                                                                                  ----------
             Total Financials                                                                            437
                                                                                                  ----------
             Total Collateralized Mortgage Obligations (cost: $445)                                      437
                                                                                                  ----------
             COMMERCIAL MORTGAGE SECURITIES (2.6%)

             FINANCIALS (2.6%)
             -----------------
             COMMERCIAL MORTGAGE-BACKED SECURITIES (2.6%)
       65    Banc of America Commercial Mortgage, Inc.             4.77           7/10/2043               64
      100    Banc of America Commercial Mortgage, Inc.             6.05           7/10/2044              103
      100    Banc of America Commercial Mortgage, Inc.             5.42          10/10/2045              104
       88    Banc of America Commercial Mortgage, Inc.(a)          6.14           9/10/2047               90
      200    Banc of America Commercial Mortgage, Inc.             6.47           2/10/2051              215
       50    Bear Stearns Commercial Mortgage Securities, Inc.     5.59          12/11/2040               49
      100    Bear Stearns Commercial Mortgage Securities, Inc.     4.75           6/11/2041              102
      200    Bear Stearns Commercial Mortgage Securities, Inc.(a)  5.66           9/11/2041              195
       50    Bear Stearns Commercial Mortgage Securities, Inc.     5.60          10/12/2041               51
      200    CD Commercial Mortgage Trust                          5.69          10/15/2048              195
       50    Citigroup Commercial Mortgage Trust                   5.96           3/15/2049               52
      100    Citigroup Commercial Mortgage Trust                   6.34          12/10/2049              102
       50    Credit Suisse Commercial Mortgage
                Pass-Through Trust                                 6.00           6/15/2038               51
      350    Credit Suisse Commercial Mortgage
                Pass-Through Trust                                 0.35           2/15/2040              304
      200    Credit Suisse First Boston Mortgage Securities Corp.  0.40           4/15/2037              197
      250    GE Capital Commercial Mortgage Corp.                  5.27           3/10/2044              255
      300    GE Capital Commercial Mortgage Corp.                  5.49          11/10/2045              303
      250    GE Capital Commercial Mortgage Corp.                  5.61          12/10/2049              264
      100    GMAC Commercial Mortgage Securities, Inc.             4.97          12/10/2041              102
      300    GS Mortgage Securities Corp. II                       5.71           4/10/2038              309
      200    GS Mortgage Securities Corp. II                       4.78           7/10/2039              202
      250    J.P. Morgan Chase Commercial Mortgage
                Securities Corp.                                   6.06           4/15/2045              251
      100    J.P. Morgan Chase Commercial Mortgage
                Securities Trust                                   5.37           5/15/2047              104
       50    LB-UBS Commercial Mortgage Trust                      5.28           2/15/2041               51
      200    Merrill Lynch Mortgage Trust                          6.03           6/12/2050              208
      150    Morgan Stanley Capital I Trust                        5.38          11/14/2042              151


================================================================================

                                                  PORTFOLIO OF INVESTMENTS |  21


================================================================================



------------------------------------------------------------------------------------------------------------
PRINCIPAL                                                                                             MARKET
AMOUNT                                                            COUPON                               VALUE
(000)        SECURITY                                              RATE          MATURITY              (000)
------------------------------------------------------------------------------------------------------------
                                                                                      

$     100    Morgan Stanley Capital I Trust                        5.67%          3/12/2044       $      101
      200    Wachovia Bank Commercial Mortgage Trust               5.90           5/15/2043              208
      100    Wachovia Bank Commercial Mortgage Trust(a)            4.99           5/15/2044               98
                                                                                                  ----------
                                                                                                       4,481
                                                                                                  ----------
             Total Financials                                                                          4,481
                                                                                                  ----------
             Total Commercial Mortgage Securities (cost: $4,391)                                       4,481
                                                                                                  ----------
             U.S. TREASURY SECURITIES (2.8%)

             BONDS (1.4%)
    2,250    3.13%, 8/15/2044                                                                          2,342
                                                                                                  ----------
             NOTES (1.4%)
      401    1.75%, 5/15/2022                                                                            395
      345    1.63%, 8/15/2022                                                                            336
      230    1.63%, 11/15/2022                                                                           223
      245    2.00%, 2/15/2023                                                                            244
      300    2.75%, 11/15/2023                                                                           316
      600    2.50%, 5/15/2024                                                                            617
      250    2.38%, 8/15/2024                                                                            254
                                                                                                  ----------
                                                                                                       2,385
                                                                                                  ----------
             Total U.S. Treasury Securities (cost: $4,537)                                             4,727
                                                                                                  ----------
             Total Bonds (cost: $24,353)                                                              24,931
                                                                                                  ----------


------------------------------------------------------------------------------------------------------------
NUMBER
OF SHARES
------------------------------------------------------------------------------------------------------------
                                                                                            
             MONEY MARKET INSTRUMENTS (3.2%)

             MONEY MARKET FUNDS (3.2%)
5,343,403    State Street Institutional Liquid Reserves Fund
                Premier Class, 0.08% (g)(cost: $5,343)                                                 5,343
                                                                                                  ----------
             TOTAL INVESTMENTS (COST: $156,775)                                                   $  167,790
                                                                                                  ==========


------------------------------------------------------------------------------------------------------------
NUMBER OF
CONTRACTS
------------------------------------------------------------------------------------------------------------
                                                                                            
             PURCHASED OPTIONS (0.0%)
      150    Put -iShares MSCI EAFE ETF expiring January 17, 2015 at 61                                    7
                                                                                                  ----------
             TOTAL PURCHASED OPTIONS (COST: $13)                                                  $        7
                                                                                                  ==========


================================================================================

22  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================



---------------------------------------------------------------------------------------------------
($ 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                           $ 46,644             $     -            $  -     $ 46,644
  Preferred Stocks                               -               1,931               -        1,931
  Exchange-Traded Funds                     24,346                   -               -       24,346
International Equity Securities:
  Common Stocks                              4,262                   -               -        4,262
  Exchange-Traded Funds                     55,203                   -               -       55,203
Precious Metals and
  Commodity-Related Securities:
  Exchange-Traded Funds                      5,130                   -               -        5,130
Bonds:
  Corporate Obligations                          -              10,810             146       10,956
  Eurodollar and Yankee Obligations              -               4,330               -        4,330
  Collateralized Mortgage Obligations            -                 437               -          437
  Commercial Mortgage Securities                 -               4,481               -        4,481
  U.S. Treasury Securities                   4,727                   -               -        4,727
Money Market Instruments:
  Money Market Funds                         5,343                   -               -        5,343
Purchased Options                                7                   -               -            7
---------------------------------------------------------------------------------------------------
Total                                     $145,662             $21,989            $146     $167,797
---------------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------------------
                                                                                          CORPORATE
                                                                                        OBLIGATIONS
---------------------------------------------------------------------------------------------------
                                                                                            
Balance as of May 31, 2014                                                                     $156
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                               (10)
---------------------------------------------------------------------------------------------------
Balance as of November 30, 2014                                                                $146
---------------------------------------------------------------------------------------------------


For the period of June 1, 2014, through November 30, 2014, there were no
transfers of securities between levels. 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 |  23


================================================================================

NOTES TO PORTFOLIO OF INVESTMENTS

November 30, 2014 (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%. A category percentage of 0.0% represents less than 0.1% of net assets.
   Investments in foreign securities were 37.9% of net assets at November 30,
   2014.

   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 by assuming prepayment rates

================================================================================

24  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================

   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.

   COLLATERALIZED MORTGAGE OBLIGATIONS (CMOs) - Collateralized mortgage
   obligations are debt obligations of a legal entity that are fully
   collateralized by a portfolio of mortgages or mortgage-related securities.
   CMOs are issued in multiple classes (tranches), with specific adjustable or
   fixed interest rates, varying maturities, and must be fully retired no later
   than its final distribution date. The cash flow from the underlying mortgages
   is used to pay off each tranche separately. CMOs are designed to provide
   investors with more predictable maturities than regular mortgage securities
   but such maturities can be difficult to predict because of the effect of
   prepayments.

   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.

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

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

================================================================================

                                         NOTES TO PORTFOLIO OF INVESTMENTS |  25


================================================================================

       Management Company (the Manager) under liquidity guidelines approved by
       USAA Mutual Funds Trust's Board of Trustees (the Board), unless otherwise
       noted as illiquid.

   (b) 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, 2014. 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.

   (c) Variable-rate or floating-rate security-interest rate is adjusted
       periodically. The interest rate disclosed represents the rate at November
       30, 2014.

   (d) Security was fair valued at November 30, 2014, by the Manager in
       accordance with valuation procedures approved by the Board. The total
       value of all such securities was $146,000, which represented 0.1% of the
       Fund's net assets.

   (e) Security is perpetual and has no final maturity date but may be
       subject to calls at various dates in the future.

   (f) At November 30, 2014, the issuer was in default with respect to
       interest and/or principal payments.

   (g) Rate represents the money market fund annualized seven-day yield at
       November 30, 2014.

   *   Non-income-producing security.

See accompanying notes to financial statements.

================================================================================

26  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================

STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS)

November 30, 2014 (unaudited)

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


                                                                           
ASSETS
   Investments in securities, at market value (cost of $156,775)              $167,790
   Purchased options, at market value (cost of $13)                                  7
   Cash                                                                            724
   Receivables:
      Capital shares sold                                                          336
      USAA Asset Management Company (Note 5C)                                       55
      Dividends and interest                                                       356
      Securities sold                                                              848
                                                                              --------
          Total assets                                                         170,116
                                                                              --------
LIABILITIES
   Payables:
      Securities purchased                                                       1,321
      Capital shares redeemed                                                      118
   Accrued management fees                                                         106
   Accrued administration and servicing fees                                         1
   Accrued transfer agent's fees                                                    17
   Other accrued expenses and payables                                              28
                                                                              --------
          Total liabilities                                                      1,591
                                                                              --------
              Net assets applicable to capital shares outstanding             $168,525
                                                                              ========
NET ASSETS CONSIST OF:
  Paid-in capital                                                             $151,048
  Accumulated undistributed net investment income                                1,695
  Accumulated net realized gain on investments and options                       4,773
  Net unrealized appreciation of investments and options                        11,009
                                                                              --------
              Net assets applicable to capital shares outstanding             $168,525
                                                                              ========
  Capital shares outstanding, unlimited number of shares
     authorized, no par value                                                   13,470
                                                                              ========
  Net asset value, redemption price, and offering price per share             $  12.51
                                                                              ========


See accompanying notes to financial statements.

================================================================================

                                                      FINANCIAL STATEMENTS |  27


================================================================================

STATEMENT OF OPERATIONS (IN THOUSANDS)

Six-month period ended November 30, 2014 (unaudited)

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


                                                                           
INVESTMENT INCOME
   Dividends (net of foreign taxes withheld of $2)                            $  1,551
   Interest                                                                        605
                                                                              --------
           Total income                                                          2,156
                                                                              --------
EXPENSES
   Management fees                                                                 617
   Administration and servicing fees                                               123
   Transfer agent's fees                                                           289
   Custody and accounting fees                                                      64
   Postage                                                                           9
   Shareholder reporting fees                                                       10
   Trustees' fees                                                                   12
   Registration fees                                                                13
   Professional fees                                                                39
   Other                                                                             4
                                                                              --------
           Total expenses                                                        1,180
   Expenses reimbursed                                                            (275)
                                                                              --------
           Net expenses                                                            905
                                                                              --------
NET INVESTMENT INCOME                                                            1,251
                                                                              --------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS, AND OPTIONS
   Net realized gain (loss) on:
       Investments:
           Unaffiliated transactions                                             3,839
           Affiliated transactions (Note 7)                                          3
       Options                                                                    (326)
   Change in net unrealized appreciation/depreciation of:
       Investments                                                              (3,700)
       Options                                                                     358
                                                                              --------
           Net realized and unrealized gain                                        174
                                                                              --------
   Increase in net assets resulting from operations                           $  1,425
                                                                              ========


See accompanying notes to financial statements.

================================================================================

28  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================

STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS)

Six-month period ended November 30, 2014 (unaudited), and year ended May 31,
2014



----------------------------------------------------------------------------------------------
                                                                   11/30/2014       5/31/2014
----------------------------------------------------------------------------------------------
                                                                               
FROM OPERATIONS
   Net investment income                                             $  1,251        $  1,670
   Net realized gain on investments                                     3,842           2,883
   Net realized loss on options                                          (326)         (1,021)
   Change in net unrealized appreciation/depreciation of:
       Investments                                                     (3,700)          9,819
       Options                                                            358            (514)
                                                                   --------------------------
       Increase in net assets resulting from operations                 1,425          12,837
                                                                   --------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
   Net investment income                                                    -          (1,394)
   Net realized gains                                                       -            (428)
                                                                   --------------------------
       Distributions to shareholders                                        -          (1,822)
                                                                   --------------------------
FROM CAPITAL SHARE TRANSACTIONS
   Proceeds from shares sold                                           40,418          80,934
   Reinvested dividends                                                     -           1,343
   Cost of shares redeemed                                            (23,676)        (26,519)
                                                                   --------------------------
       Increase in net assets from capital share transactions          16,742          55,758
                                                                   --------------------------
   Net increase in net assets                                          18,167          66,773
NET ASSETS
   Beginning of period                                                150,358          83,585
                                                                   --------------------------
   End of period                                                     $168,525        $150,358
                                                                   ==========================
Accumulated undistributed net investment income:
   End of period                                                     $  1,695        $    444
                                                                   ==========================
CHANGE IN SHARES OUTSTANDING
   Shares sold                                                          3,244           6,865
   Shares issued for dividends reinvested                                   -             112
   Shares redeemed                                                     (1,901)         (2,250)
                                                                   --------------------------
       Increase in shares outstanding                                   1,343           4,727
                                                                   ==========================


See accompanying notes to financial statements.

================================================================================

                                                      FINANCIAL STATEMENTS |  29


================================================================================

NOTES TO FINANCIAL STATEMENTS

November 30, 2014 (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 Aggressive Fund (the Fund), which is classified as diversified under
the 1940 Act. The Fund's investment objective is to seek capital appreciation
over the long term with the potential for 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, these monthly meetings include a review
   and analysis of back testing reports,

================================================================================

30  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================

   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, will monitor for events that would
      materially affect the value of the Fund's foreign securities. If the
      Manager determines that a particular event would materially 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

================================================================================

                                             NOTES TO FINANCIAL STATEMENTS |  31


================================================================================

      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.

   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

================================================================================

32  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================

      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 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 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
   preferred stocks, which are valued based on methods discussed in Note 1A2,
   and certain bonds, which are valued based on methods discussed in Note 1A5.

   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.

================================================================================

                                             NOTES TO FINANCIAL STATEMENTS |  33


================================================================================

   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 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.

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, and options on futures 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. The Fund's
   derivative agreements held at November 30, 2014 did not include master
   netting provisions.

   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

================================================================================

34  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================

   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 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

================================================================================

                                             NOTES TO FINANCIAL STATEMENTS |  35


================================================================================

   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.

   FAIR VALUES OF DERIVATIVE INSTRUMENTS AS OF NOVEMBER 30, 2014*
   (IN THOUSANDS)



                             ASSET DERIVATIVES                     LIABILITY DERIVATIVES
--------------------------------------------------------------------------------------------
                        STATEMENT OF                         STATEMENT OF
DERIVATIVES NOT         ASSETS AND                           ASSETS AND
ACCOUNTED FOR AS        LIABILITIES                          LIABILITIES
HEDGING INSTRUMENTS     LOCATION            FAIR VALUE       LOCATION             FAIR VALUE
--------------------------------------------------------------------------------------------
                                                                          
Equity contracts        Purchased             $7                 -                    -
                        options; Net
                        unrealized
                        appreciation of
                        investments and
                        options
--------------------------------------------------------------------------------------------


    *   For open derivative instruments as of November 30, 2014, see the
        portfolio of investments, which also is indicative of activity for the
        six-month period ended November 30, 2014.

    THE EFFECT OF DERIVATIVE INSTRUMENTS ON THE STATEMENT OF OPERATIONS FOR THE
    SIX-MONTH PERIOD ENDED NOVEMBER 30, 2014
    (IN THOUSANDS)



DERIVATIVES                                                                   CHANGE IN
NOT ACCOUNTED         STATEMENT OF                                            UNREALIZED
FOR AS HEDGING        OPERATIONS                            REALIZED LOSS     APPRECIATION ON
INSTRUMENTS           LOCATION                              ON DERIVATIVES    DERIVATIVES
--------------------------------------------------------------------------------------------
                                                                          
Equity contracts      Net realized loss on                      $(326)             $358
                      options / Change in
                      net unrealized
                      appreciation/depreciation
                      of options
--------------------------------------------------------------------------------------------


================================================================================

36  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================

D. FEDERAL TAXES - The Fund's policy is to comply with the requirements of
   the Internal Revenue Code of 1986, as amended, 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.

   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

================================================================================

                                              NOTES TO FINANCIAL STATEMENTS | 37


================================================================================

   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 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, 2014, 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

================================================================================

38  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================

   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 the committed loan
agreement. 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, 2014, the Fund paid CAPCO facility
fees of less than $500, which represents 0.2% 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, 2014.

(3) DISTRIBUTIONS

The tax basis of distributions and any accumulated undistributed net investment
income will be determined based upon the Fund's tax year-end of May 31, 2015, in
accordance with applicable tax law.

================================================================================

                                            NOTES TO FINANCIAL STATEMENTS |   39


================================================================================

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.

The Fund is permitted to carry forward post-enactment 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, 2014, the Fund had no capital loss carryforwards, for federal income
tax purposes.

For the six-month period ended November 30, 2014, 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 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, 2014, were
$61,209,000 and $38,865,000, respectively.

As of November 30, 2014, 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,
2014, were $16,179,000 and $5,170,000, respectively, resulting in net unrealized
appreciation of $11,009,000.

================================================================================

40  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================

For the six-month period ended November 30, 2014, transactions in written call
and put options* were as follows:



                                                                      PREMIUMS
                                               NUMBER OF              RECEIVED
                                               CONTRACTS               (000's)
                                               --------------------------------
                                                                   
Outstanding May 31, 2014                           999                   $ 121
Options written                                      -                       -
Options terminated in closing
  purchase transactions                              -                       -
Options expired                                   (999)                   (121)
                                               --------------------------------
Outstanding at November 30, 2014                     -                   $   -
                                               ================================


* 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 investment of the Fund's assets,
   subject to the authority of and supervision by the Board. The Manager also
   is authorized to select (with approval of the Board and without shareholder
   approval) one or more subadvisers to manage the actual day-to-day investment
   of a portion of the Fund's assets. For the six-month period ended November
   30, 2014, there were no subadvisers.

   The Fund's investment management 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. For the six-month period ended November 30, 2014, the Fund
   incurred total management fees, paid or payable to the Manager, of $617,000.

B. 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

================================================================================

                                            NOTES TO FINANCIAL STATEMENTS |   41


================================================================================

   ended November 30, 2014, the Fund incurred administration and servicing
   fees, paid or payable to the Manager, of $123,000.

   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 November 30, 2014, the Fund
   reimbursed the Manager $3,000 for these compliance and legal services. These
   expenses are included in the professional fees on the Fund's statement of
   operations.

C. EXPENSE LIMITATION - The Manager agreed, through October 1, 2015, to
   limit the total annual operating expenses of the Fund to 1.10% of its
   average net assets, excluding extraordinary expenses and before reductions
   of any expenses paid indirectly, and will reimburse the Fund for all
   expenses in excess of that amount. This expense limitation arrangement may
   not be changed or terminated through October 1, 2015, without approval of
   the Board, and may be changed or terminated by the Manager at any time after
   that date. For the six-month period ended November 30, 2014, the Fund
   incurred reimbursable expenses of $275,000, of which $55,000 was receivable
   from the Manager.

D. 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 the administration and servicing of
   accounts that are held with such intermediaries. For the six-month period
   ended November 30, 2014, the Fund incurred transfer agent's fees, paid or
   payable to SAS, of $289,000.

E. 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.

================================================================================

42  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================

(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.

The Manager is indirectly wholly owned by United Services Automobile Association
(USAA), a large, diversified financial services institution. At November 30,
2014, USAA and its affiliates owned 1,869,000 shares, which represents 13.9% of
the Fund.

(7) SECURITY TRANSACTIONS WITH AFFILIATED FUNDS

During the six-month period ended November 30, 2014, in accordance with
affiliated transaction procedures approved by the Board, purchases and sales of
security transactions were executed between the Fund and the following
affiliated USAA Funds at the then-current market price with no brokerage
commissions incurred.



                                                                 NET REALIZED
                                                   COST TO         GAIN TO
      SELLER                PURCHASER              PURCHASER        SELLER
-----------------------------------------------------------------------------
                                                             
USAA Cornerstone         USAA Cornerstone
 Aggressive Fund          Moderately Conservative
                          Fund                         $ 52,000       $ 3,000
USAA Cornerstone         USAA Cornerstone
 Moderately Aggressive    Aggressive Fund               644,000        32,000
 Fund


================================================================================

                                             NOTES TO FINANCIAL STATEMENTS |  43


================================================================================

(8) FINANCIAL HIGHLIGHTS

Per share operating performance for a share outstanding throughout each period
is as follows:



                                                     SIX-MONTH
                                                    PERIOD ENDED        YEAR ENDED         PERIOD ENDED
                                                    NOVEMBER 30,         MAY 31,             MAY 31,
                                                   ----------------------------------------------------
                                                        2014                2014             2013***
                                                   ----------------------------------------------------
                                                                                     
Net asset value at beginning of period              $  12.40             $  11.30             $ 10.00
                                                    -------------------------------------------------
Income from investment operations:
 Net investment income                                   .09                  .16                 .16(a)
 Net realized and unrealized gain                        .02                 1.13                1.43(a)
                                                    -------------------------------------------------
Total from investment operations                         .11                 1.29                1.59(a)
                                                    -------------------------------------------------
Less distributions from:
 Net investment income                                    --                 (.14)               (.12)
 Realized capital gains                                   --                 (.05)               (.17)
                                                    -------------------------------------------------
Total distributions                                       --                 (.19)               (.29)
                                                    -------------------------------------------------
Net asset value at end of period                    $  12.51             $  12.40             $ 11.30
                                                    =================================================
Total return (%)*                                        .89                11.48               16.05
Net assets at end of period (000)                   $168,525             $150,358             $83,585
Ratios to average net assets:**
 Expenses (%)(b)                                        1.10(c)              1.10                1.10(c)
 Expenses, excluding reimbursements (%)(b)              1.43(c)              1.47                1.65(c)
 Net investment income (%)                              1.52(c)              1.48                1.46(c)
Portfolio turnover (%)                                    25                   46                  74

  * 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, 2014, average net assets were $164,244,000.
*** Fund commenced operations on June 8, 2012.
(a) Calculated using average shares.
(b) Reflects total annual operating expenses of the Fund before reductions of any expenses paid
    indirectly. The Fund's expenses paid indirectly decreased the expense ratios as follows:
                                                           -                 (.00%)(+)           (.00%)(+)
    (+) Represents less than 0.01% of average net assets.
(c) Annualized. The ratio is not necessarily indicative of 12 months of operations.


================================================================================

44  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================

EXPENSE EXAMPLE

November 30, 2014 (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, 2014, through
November 30, 2014.

ACTUAL EXPENSES

The line labeled "actual" in the table 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 "actual" 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 line labeled "hypothetical" in 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 account

================================================================================

                                                           EXPENSE EXAMPLE |  45


================================================================================

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 line labeled "hypothetical"
in 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, 2014 -
                                        JUNE 1, 2014     NOVEMBER 30, 2014     NOVEMBER 30, 2014
                                      ----------------------------------------------------------
                                                                            
Actual                                   $1,000.00           $1,008.90               $5.54

Hypothetical
 (5% return before expenses)              1,000.00            1,019.55                5.57

* Expenses are equal to the Fund's annualized expense ratio of 1.10%, which is
  net of any 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 actual ending account value is based on its actual total
  return of 0.89% for the six-month period of June 1, 2014, through November 30,
  2014.


================================================================================

46  | USAA CORNERSTONE AGGRESSIVE FUND


================================================================================

TRUSTEES                               Daniel S. McNamara
                                       Robert L. Mason, Ph.D.
                                       Jefferson C. Boyce
                                       Dawn M. Hawley
                                       Paul L. McNamara
                                       Barbara B. Ostdiek, Ph.D.
                                       Michael F. Reimherr
--------------------------------------------------------------------------------
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 your mutual fund
AT USAA.COM                            account and either click the link or
                                       select 'I want to...' and select
OR CALL                                the desired action.
(800) 531-USAA
         (8722)
--------------------------------------------------------------------------------

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.

200987-0115

================================================================================


       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)

   =============================================================================
   97452-0115                                (C)2015, 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, 2014

By:*     /S/ DANIEL J. MAVICO
         -----------------------------------------------------------
         Signature and Title:  Daniel J. Mavico, Assistant Secretary

Date:    1/26/2015
         ------------------------------

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:    1/27/2015
         ------------------------------


By:*     /S/ ROBERTO GALINDO, JR.
         -----------------------------------------------------
         Signature and Title:  Roberto Galindo, Jr., Treasurer

Date:    1/27/2015
         ------------------------------

*Print the name and title of each signing officer under his or her signature.