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 MODERATE FUND]

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         SEMIANNUAL REPORT
         USAA CORNERSTONE MODERATE 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 ENGLEHART

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                                                 11

    Notes to Portfolio of Investments                                        29

    Financial Statements                                                     33

    Notes to Financial Statements                                            36

EXPENSE EXAMPLE                                                              52


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 MODERATE FUND (THE FUND) SEEKS HIGH TOTAL RETURN.

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TYPES OF INVESTMENTS

The Fund invests in equity securities, bonds, money market instruments and other
instruments. The Fund will have a target asset class allocation of approximately
50% equity securities and 50% 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 from time to time, in an
attempt to reduce the Fund's volatility over time and 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 weak 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,

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2  | USAA CORNERSTONE MODERATE FUND


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   high-yield bonds as a group experienced negative returns during the
   six-month period. The asset class was hurt by the 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 MODERATE 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 1.38%. This compares to returns of 7.89% for the Russell
   3000(R) Index, 1.91% for the Barclays U.S. Aggregate Bond Index, and 3.67%
   for the Lipper Balanced Funds 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 strong showing of our investment-grade bond portfolio was the largest
   positive 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 domestic equity allocation also delivered a positive return and
   made an important contribution to performance. Strong stock selection,

   Refer to page 8 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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   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.

   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 MODERATE 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 MODERATE FUND (THE FUND) (Ticker Symbol: USBSX)



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                                                11/30/14              5/31/14
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Net Assets                                    $1.1 Billion          $1.1 Billion
Net Asset Value Per Share                       $15.47                $15.46


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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             5 YEARS             10 YEARS
                                                               
         1.38%                   6.56%              8.31%               4.82%


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                     AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/14
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    1 YEAR                            5 YEARS                           10 YEARS
                                                                  
    4.52%                             7.63%                             4.42%


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                                EXPENSE RATIOS AS OF 5/31/14**
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    BEFORE REIMBURSEMENT             1.33%        AFTER REIMBURSEMENT     1.11%


               (includes acquired fund fees and expenses of 0.11%)

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 Funds' 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 so that the total annual
operating expenses of the Fund (exclusive of commission recapture, expense
offset arrangements, acquired fund fees and expenses, and extraordinary
expenses) do not exceed an annual rate of 1.00% 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. These
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 MODERATE FUND


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                              o CUMULATIVE PERFORMANCE COMPARISON o

                           [CHART OF CUMULATIVE PERFORMANCE COMPARISON]



                RUSSELL 3000        LIPPER BALANCED   USAA CORNERSTONE    BARCLAYS U.S. AGGREGATE
                   INDEX              FUNDS INDEX      MODERATE FUND           BOND INDEX
                                                                    
11/30/04           $10,000.00         $10,000.00         $10,000.00             $10,000.00
12/31/04            10,356.32          10,249.62          10,279.05              10,092.01
01/31/05            10,080.48          10,117.59          10,139.34              10,155.38
02/28/05            10,302.38          10,260.73          10,245.79              10,095.43
03/31/05            10,128.13          10,119.45          10,121.15              10,043.58
04/30/05             9,908.08           9,997.85          10,020.94              10,179.51
05/31/05            10,283.51          10,227.11          10,294.85              10,289.64
06/30/05            10,355.35          10,300.60          10,346.09              10,345.75
07/31/05            10,780.17          10,529.50          10,587.63              10,251.57
08/31/05            10,677.41          10,559.96          10,627.89              10,382.99
09/30/05            10,770.82          10,601.82          10,634.22              10,276.03
10/31/05            10,569.10          10,435.36          10,418.57              10,194.71
11/30/05            10,980.24          10,688.70          10,667.91              10,239.80
12/31/05            10,990.09          10,782.33          10,726.58              10,337.15
01/31/06            11,357.28          11,039.71          10,911.15              10,337.73
02/28/06            11,377.47          11,025.90          10,882.76              10,372.05
03/31/06            11,574.14          11,133.26          10,918.79              10,270.27
04/30/06            11,699.71          11,254.65          10,983.06              10,251.65
05/31/06            11,325.13          11,031.50          10,690.28              10,240.71
06/30/06            11,345.17          11,024.90          10,709.48              10,262.42
07/31/06            11,334.54          11,076.36          10,680.72              10,401.19
08/31/06            11,611.82          11,289.38          10,824.48              10,560.42
09/30/06            11,871.75          11,452.13          11,049.41              10,653.18
10/31/06            12,299.10          11,718.92          11,266.20              10,723.65
11/30/06            12,566.71          11,944.66          11,439.64              10,848.06
12/31/06            12,717.21          12,033.00          11,517.04              10,785.10
01/31/07            12,959.27          12,162.77          11,695.05              10,780.68
02/28/07            12,746.68          12,116.35          11,640.87              10,946.91
03/31/07            12,879.35          12,220.31          11,711.48              10,947.25
04/30/07            13,393.84          12,571.78          12,007.18              11,006.28
05/31/07            13,881.94          12,841.91          12,217.29              10,922.87
06/30/07            13,621.96          12,721.92          12,095.89              10,890.56
07/31/07            13,157.41          12,505.06          11,822.05              10,981.40
08/31/07            13,346.28          12,606.14          11,931.59              11,115.99
09/30/07            13,832.84          12,962.29          12,217.34              11,200.32
10/31/07            14,086.60          13,190.23          12,429.74              11,300.93
11/30/07            13,452.43          12,881.00          12,044.26              11,504.16
12/31/07            13,371.03          12,818.43          11,943.69              11,536.47
01/31/08            12,560.59          12,394.67          11,576.96              11,730.26
02/29/08            12,170.46          12,233.40          11,360.26              11,746.54
03/31/08            12,098.36          12,139.91          11,221.85              11,786.62
04/30/08            12,703.38          12,542.39          11,523.78              11,761.99
05/31/08            12,963.63          12,680.93          11,750.23              11,675.74
06/30/08            11,893.86          12,010.51          11,090.88              11,666.31
07/31/08            11,799.00          11,858.41          10,896.45              11,656.79
08/31/08            11,982.25          11,903.50          10,930.27              11,767.42
09/30/08            10,855.63          11,004.17           9,992.13              11,609.36
10/31/08             8,930.28           9,593.84           8,484.37              11,335.33
11/30/08             8,225.33           9,156.78           7,922.15              11,704.30
12/31/08             8,382.68           9,463.18           8,066.85              12,140.97
01/31/09             7,679.20           9,025.13           7,601.45              12,033.85
02/28/09             6,874.77           8,441.36           6,972.31              11,988.43
03/31/09             7,476.95           8,910.85           7,331.03              12,155.08
04/30/09             8,263.78           9,524.65           7,968.14              12,213.20
05/31/09             8,704.71           10,002.4          88,788.51              12,301.78
06/30/09             8,734.37           10,026.3          79,012.04              12,371.75
07/31/09             9,414.22           10,628.8          09,515.66              12,571.31
08/31/09             9,750.60           10,913.2          49,877.91              12,701.47
09/30/09            10,159.12          11,262.19          10,407.93              12,834.90
10/31/09             9,897.83           11,130.5         110,434.71              12,898.27
11/30/09            10,460.26          11,544.86          10,747.13              13,065.26
12/31/09            10,758.35          11,673.07          10,973.49              12,861.03
01/31/10            10,370.53          11,473.44          10,910.37              13,057.49
02/28/10            10,722.11          11,677.51          11,108.74              13,106.25
03/31/10            11,397.89          12,121.63          11,530.73              13,090.14
04/30/10            11,643.87          12,270.40          11,730.63              13,226.40
05/31/10            10,724.03          11,642.98          11,140.01              13,337.70
06/30/10            10,107.53          11,363.01          10,857.76              13,546.86
07/31/10            10,809.22          11,914.27          11,353.39              13,691.39
08/31/10            10,300.40          11,658.02          11,142.29              13,867.56
09/30/10            11,272.93          12,318.85          11,778.27              13,882.34
10/31/10            11,713.44          12,631.56          12,083.12              13,931.77
11/30/10            11,781.06          12,564.15          12,027.70              13,851.70
12/31/10            12,579.69          13,062.20          12,456.01              13,702.32
01/31/11            12,854.45          13,245.43          12,660.97              13,718.27
02/28/11            13,322.46          13,541.36          12,996.36              13,752.59
03/31/11            13,382.55          13,571.09          13,100.37              13,760.19
04/30/11            13,780.88          13,932.48          13,465.83              13,934.86
05/31/11            13,623.64          13,840.50          13,390.86              14,116.71
06/30/11            13,378.97          13,671.69          13,220.32              14,075.38
07/31/11            13,072.59          13,567.12          13,031.45              14,298.73
08/31/11            12,288.30          13,055.90          12,351.55              14,507.63
09/30/11            11,334.78          12,356.13          11,664.96              14,613.17
10/31/11            12,639.33          13,215.93          12,349.46              14,628.87
11/30/11            12,605.17          13,118.27          12,273.40              14,616.17
12/31/11            12,708.78          13,158.83          12,299.91              14,776.82
01/31/12            13,350.10          13,652.19          12,684.28              14,906.57
02/29/12            13,914.85          14,043.45          13,030.21              14,903.15
03/31/12            14,344.08          14,195.25          13,149.42              14,821.49
04/30/12            14,250.00          14,182.04          13,120.44              14,985.80
05/31/12            13,369.08          13,569.37          12,627.69              15,121.40
06/30/12            13,892.69          13,914.18          12,896.88              15,127.33
07/31/12            14,030.29          14,081.68          13,033.35              15,335.98
08/31/12            14,380.46          14,303.05          13,238.07              15,346.00
09/30/12            14,758.09          14,552.45          13,469.16              15,367.13
10/31/12            14,503.54          14,479.40          13,518.21              15,397.35
11/30/12            14,615.85          14,581.68          13,586.88              15,421.65
12/31/12            14,794.97          14,730.35          13,758.41              15,399.69
01/31/13            15,606.78          15,149.80          14,085.05              15,291.98
02/28/13            15,813.61          15,226.58          14,094.95              15,368.63
03/31/13            16,433.29          15,525.31          14,277.12              15,380.90
04/30/13            16,702.28          15,743.36          14,505.95              15,536.54
05/31/13            17,096.30          15,798.73          14,426.36              15,259.33
06/30/13            16,874.55          15,542.56          14,066.09              15,023.29
07/31/13            17,799.42          16,061.32          14,426.25              15,043.83
08/31/13            17,302.53          15,780.57          14,246.17              14,966.94
09/30/13            17,945.77          16,254.94          14,547.90              15,108.63
10/31/13            18,708.07          16,692.47          14,941.36              15,230.78
11/30/13            19,250.99          16,929.00          15,032.16              15,173.75
12/31/13            19,758.89          17,145.02          15,164.79              15,088.00
01/31/14            19,134.63          16,886.59          14,981.83              15,310.93
02/28/14            20,042.30          17,419.33          15,398.56              15,392.34
03/31/14            20,148.68          17,456.78          15,462.99              15,366.12
04/30/14            20,173.13          17,525.07          15,595.85              15,495.79
05/31/14            20,613.33          17,815.41          15,800.25              15,672.21
06/30/14            21,130.36          18,067.61          16,031.29              15,680.31
07/31/14            20,713.51          17,851.91          15,887.05              15,640.99
08/31/14            21,582.54          18,286.12          16,103.41              15,813.65
09/30/14            21,132.66          17,964.49          15,780.41              15,706.28
10/31/14            21,714.08          18,214.34          15,873.60              15,860.66
11/30/14            22,240.30          18,468.84          16,018.57              15,971.46


                                        [END CHART]

                              Data from 11/30/04 to 11/30/14.

                         See next page for benchmark definitions.

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.

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

                                                        INVESTMENT OVERVIEW |  7


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

The graph on page 7 illustrates the comparison of a $10,000 hypothetical
investment in the USAA Cornerstone Moderate Fund to the following benchmarks:

o  The unmanaged Russell 3000 Index measures the performance of the 3,000
   largest U.S. companies based on total market capitalization, which
   represents approximately 98% of the investable U.S. equity market.

o  The unmanaged Lipper Balanced Funds Index tracks the total return
   performance of the 30 largest funds within the Lipper Balanced Funds
   category.

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.

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

8  | USAA CORNERSTONE MODERATE FUND


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

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


                                                                   
iShares MSCI EAFE ETF** ..........................................    6.7%
U.S. Treasury Bond, 3.13%, 8/15/2044 .............................    4.6%
iShares Core MSCI EAFE ETF** .....................................    4.3%
iShares Core MSCI Emerging Markets ETF** .........................    4.2%
iShares Core S&P 500 ETF** .......................................    3.8%
iShares MSCI Germany ETF** .......................................    3.6%
U.S. Treasury Note, 1.75%, 5/15/2022 .............................    2.8%
iShares Core S&P Mid-Cap ETF** ...................................    2.7%
Vanguard Mid-Cap ETF** ...........................................    1.2%
iShares 7-10 Year Treasury Bond ETF** ............................    0.8%


 * Excludes money market instruments.

** The Fund may rely on certain Securities and Exchange Commission (SEC)
   exemptive orders or rules that permit funds meeting various conditions to
   invest in an exchange-traded fund (ETF) in amounts exceeding limits set forth
   in the Investment Company Act of 1940, as amended, that would otherwise be
   applicable.

You will find a complete list of securities that the Fund owns on pages 11-28.

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

                                                        INVESTMENT OVERVIEW |  9


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

                        o ASSET ALLOCATION** - 11/30/14 o

                        [PIE CHART OF ASSET ALLOCATION]


                                                                 
U.S. EQUITY SECURITIES*                                             30.3%
INTERNATIONAL EQUITY SECURITIES*                                    22.4%
CORPORATE OBLIGATIONS                                               17.6%
U.S. TREASURY SECURITIES                                             9.1%
COMMERCIAL MORTGAGE SECURITIES                                       8.7%
EURODOLLAR AND YANKEE OBLIGATIONS                                    6.5%
MONEY MARKET INSTRUMENTS                                             2.9%
PRECIOUS METALS AND COMMODITY-RELATED SECURITIES*                    1.6%
COLLATERALIZED MORTGAGE OBLIGATIONS                                  0.3%
ASSET-BACKED SECURITIES                                              0.2%


                                   [END CHART]

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

 * The Fund may rely on certain Securities and Exchange Commission (SEC)
   exemptive orders or rules that permit funds meeting various conditions to
   invest in an exchange-traded fund (ETF) in amounts exceeding limits set
   forth in the Investment Company Act of 1940, as amended, that would
   otherwise be applicable.

** Excludes options.

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

10  | USAA CORNERSTONE MODERATE FUND


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

PORTFOLIO OF INVESTMENTS

November 30, 2014 (unaudited)



---------------------------------------------------------------------------------------------------
                                                                                             MARKET
NUMBER                                                                                        VALUE
OF SHARES     SECURITY                                                                        (000)
---------------------------------------------------------------------------------------------------
                                                                                    
              U.S. EQUITY SECURITIES (30.3%)

              COMMON STOCKS (19.2%)

              CONSUMER DISCRETIONARY (2.5%)
              -----------------------------
              ADVERTISING (0.2%)
     24,400   Omnicom Group, Inc.                                                         $   1,885
                                                                                          ---------
              AUTO PARTS & EQUIPMENT (0.6%)
     59,000   Johnson Controls, Inc.                                                          2,950
     30,000   Magna International, Inc.                                                       3,230
                                                                                          ---------
                                                                                              6,180
                                                                                          ---------
              AUTOMOBILE MANUFACTURERS (0.2%)
    125,000   Ford Motor Co.                                                                  1,966
                                                                                          ---------
              CABLE & SATELLITE (0.3%)
     57,120   Comcast Corp. "A"                                                               3,258
                                                                                          ---------
              CASINOS & GAMING (0.1%)
     62,300   MGM Resorts International*                                                      1,421
                                                                                          ---------
              DEPARTMENT STORES (0.1%)
     20,100   Kohl's Corp.                                                                    1,198
                                                                                          ---------
              GENERAL MERCHANDISE STORES (0.1%)
     19,300   Dollar General Corp.*                                                           1,288
                                                                                          ---------
              HOME IMPROVEMENT RETAIL (0.2%)
     18,800   Home Depot, Inc.                                                                1,869
                                                                                          ---------
              HOTELS, RESORTS & CRUISE LINES (0.3%)
     57,300   Carnival Corp.                                                                  2,531
     15,000   Royal Caribbean Cruises Ltd.                                                    1,106
                                                                                          ---------
                                                                                              3,637
                                                                                          ---------
              SPECIALIZED CONSUMER SERVICES (0.2%)
     69,200   H&R Block, Inc.                                                                 2,328
                                                                                          ---------
              SPECIALTY STORES (0.2%)
     19,664   Signet Jewelers Ltd.                                                            2,575
                                                                                          ---------
              Total Consumer Discretionary                                                   27,605
                                                                                          ---------


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

                                                  PORTFOLIO OF INVESTMENTS |  11


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



---------------------------------------------------------------------------------------------------
                                                                                             MARKET
NUMBER                                                                                        VALUE
OF SHARES     SECURITY                                                                        (000)
---------------------------------------------------------------------------------------------------
                                                                                    
              CONSUMER STAPLES (1.1%)
              -----------------------
              DRUG RETAIL (0.9%)
     60,030   CVS Health Corp.                                                            $   5,484
     68,300   Walgreen Co.                                                                    4,686
                                                                                          ---------
                                                                                             10,170
                                                                                          ---------
              FOOD DISTRIBUTORS (0.1%)
     25,000   Sysco Corp.                                                                     1,007
                                                                                          ---------
              HOUSEHOLD PRODUCTS (0.1%)
     15,100   Procter & Gamble Co.                                                            1,365
                                                                                          ---------
              Total Consumer Staples                                                         12,542
                                                                                          ---------
              ENERGY (1.9%)
              -------------
              INTEGRATED OIL & GAS (0.6%)
      9,330   Chevron Corp.                                                                   1,016
     70,170   Occidental Petroleum Corp.                                                      5,597
                                                                                          ---------
                                                                                              6,613
                                                                                          ---------
              OIL & GAS DRILLING (0.1%)
     40,700   Transocean Ltd.                                                                   855
                                                                                          ---------
              OIL & GAS EQUIPMENT & SERVICES (0.8%)
    115,440   Halliburton Co.                                                                 4,872
     50,000   Schlumberger Ltd.                                                               4,297
                                                                                          ---------
                                                                                              9,169
                                                                                          ---------
              OIL & GAS EXPLORATION & PRODUCTION (0.4%)
     21,300   Anadarko Petroleum Corp.                                                        1,686
     86,500   Marathon Oil Corp.                                                              2,502
                                                                                          ---------
                                                                                              4,188
                                                                                          ---------
              Total Energy                                                                   20,825
                                                                                          ---------
              FINANCIALS (3.3%)
              -----------------
              ASSET MANAGEMENT & CUSTODY BANKS (0.1%)
      9,000   Ameriprise Financial, Inc.                                                      1,186
                                                                                          ---------
              CONSUMER FINANCE (0.4%)
     60,000   Capital One Financial Corp.                                                     4,992
                                                                                          ---------
              DIVERSIFIED BANKS (1.4%)
    165,000   Bank of America Corp.                                                           2,812
     70,833   Citigroup, Inc.                                                                 3,823
     99,400   JPMorgan Chase & Co.                                                            5,980
     57,940   Wells Fargo & Co.                                                               3,156
                                                                                          ---------
                                                                                             15,771
                                                                                          ---------


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

12  | USAA CORNERSTONE MODERATE FUND


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



---------------------------------------------------------------------------------------------------
                                                                                             MARKET
NUMBER                                                                                        VALUE
OF SHARES     SECURITY                                                                        (000)
---------------------------------------------------------------------------------------------------
                                                                                    
              INVESTMENT BANKING & BROKERAGE (0.1%)
     33,800   Morgan Stanley                                                              $   1,189
                                                                                          ---------
              LIFE & HEALTH INSURANCE (0.3%)
     54,500   MetLife, Inc.                                                                   3,031
                                                                                          ---------
              MULTI-LINE INSURANCE (0.1%)
     19,300   American International Group, Inc.                                              1,058
                                                                                          ---------
              REGIONAL BANKS (0.6%)
     30,830   CIT Group, Inc.                                                                 1,505
    267,000   KeyCorp                                                                         3,604
     18,200   PNC Financial Services Group, Inc.                                              1,592
                                                                                          ---------
                                                                                              6,701
                                                                                          ---------
              SPECIALIZED FINANCE (0.3%)
     15,450   Intercontinental Exchange, Inc.                                                 3,491
                                                                                          ---------
              Total Financials                                                               37,419
                                                                                          ---------
              HEALTH CARE (2.8%)
              ------------------
              BIOTECHNOLOGY (0.9%)
     11,500   Amgen, Inc.                                                                     1,901
     78,800   Gilead Sciences, Inc.*                                                          7,905
                                                                                          ---------
                                                                                              9,806
                                                                                          ---------
              HEALTH CARE DISTRIBUTORS (0.2%)
     31,800   Cardinal Health, Inc.                                                           2,614
                                                                                          ---------
              HEALTH CARE EQUIPMENT (0.3%)
     47,300   Medtronic, Inc.                                                                 3,494
                                                                                          ---------
              PHARMACEUTICALS (1.4%)
    121,750   AbbVie, Inc.                                                                    8,425
     23,440   Johnson & Johnson                                                               2,538
     20,900   Merck & Co., Inc.                                                               1,262
    103,134   Pfizer, Inc.                                                                    3,213
                                                                                          ---------
                                                                                             15,438
                                                                                          ---------
              Total Health Care                                                              31,352
                                                                                          ---------
              INDUSTRIALS (2.8%)
              ------------------
              AEROSPACE & DEFENSE (0.4%)
     11,800   Raytheon Co.                                                                    1,259
     42,100   Spirit AeroSystems Holdings, Inc. "A"*                                          1,815
     11,730   United Technologies Corp.                                                       1,291
                                                                                          ---------
                                                                                              4,365
                                                                                          ---------


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

                                                  PORTFOLIO OF INVESTMENTS |  13


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



---------------------------------------------------------------------------------------------------
                                                                                             MARKET
NUMBER                                                                                        VALUE
OF SHARES     SECURITY                                                                        (000)
---------------------------------------------------------------------------------------------------
                                                                                    
              AIR FREIGHT & LOGISTICS (0.1%)
     12,330   United Parcel Service, Inc. "B"                                             $   1,355
                                                                                          ---------
              AIRLINES (0.3%)
     56,900   United Continental Holdings, Inc.*                                              3,484
                                                                                          ---------
              ELECTRICAL COMPONENTS & EQUIPMENT (0.6%)
     91,400   Eaton Corp. plc                                                                 6,200
                                                                                          ---------
              ENVIRONMENTAL & FACILITIES SERVICES (0.2%)
     58,800   Republic Services, Inc.                                                         2,329
                                                                                          ---------
              INDUSTRIAL CONGLOMERATES (0.8%)
     13,500   Carlisle Companies, Inc.                                                        1,207
    304,890   General Electric Co.                                                            8,077
                                                                                          ---------
                                                                                              9,284
                                                                                          ---------
              INDUSTRIAL MACHINERY (0.2%)
     16,100   Parker Hannifin Corp.                                                           2,077
                                                                                          ---------
              RAILROADS (0.2%)
      9,000   Kansas City Southern                                                            1,070
     10,000   Union Pacific Corp.                                                             1,168
                                                                                          ---------
                                                                                              2,238
                                                                                          ---------
              Total Industrials                                                              31,332
                                                                                          ---------
              INFORMATION TECHNOLOGY (4.1%)
              -----------------------------
              APPLICATION SOFTWARE (0.1%)
     18,000   Adobe Systems, Inc.*                                                            1,326
                                                                                          ---------
              COMMUNICATIONS EQUIPMENT (0.6%)
    184,456   Cisco Systems, Inc.                                                             5,099
     87,600   Juniper Networks, Inc.                                                          1,941
                                                                                          ---------
                                                                                              7,040
                                                                                          ---------
              DATA PROCESSING & OUTSOURCED SERVICES (0.2%)
      8,700   Visa, Inc. "A"                                                                  2,246
                                                                                          ---------
              INTERNET SOFTWARE & SERVICES (0.5%)
     22,500   Facebook, Inc. "A"*                                                             1,748
      5,860   Google, Inc. "A"*                                                               3,218
                                                                                          ---------
                                                                                              4,966
                                                                                          ---------
              SEMICONDUCTOR EQUIPMENT (0.3%)
    159,800   Applied Materials, Inc.                                                         3,843
                                                                                          ---------
              SEMICONDUCTORS (0.6%)
     41,200   Broadcom Corp. "A"                                                              1,777
     95,790   Intel Corp.                                                                     3,568


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

14  | USAA CORNERSTONE MODERATE FUND


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



---------------------------------------------------------------------------------------------------
                                                                                             MARKET
NUMBER                                                                                        VALUE
OF SHARES     SECURITY                                                                        (000)
---------------------------------------------------------------------------------------------------
                                                                                    
     27,900   Texas Instruments, Inc.                                                     $   1,518
                                                                                          ---------
                                                                                              6,863
                                                                                          ---------
              SYSTEMS SOFTWARE (0.7%)
    154,780   Microsoft Corp.                                                                 7,400
                                                                                          ---------
              TECHNOLOGY HARDWARE, STORAGE, & PERIPHERALS (1.1%)
     41,730   Apple, Inc.                                                                     4,963
    126,800   Hewlett-Packard Co.                                                             4,953
     29,100   Seagate Technology plc                                                          1,924
                                                                                          ---------
                                                                                             11,840
                                                                                          ---------
              Total Information Technology                                                   45,524
                                                                                          ---------
              MATERIALS (0.4%)
              ----------------
              DIVERSIFIED CHEMICALS (0.2%)
     71,000   Huntsman Corp.                                                                  1,812
                                                                                          ---------
              DIVERSIFIED METALS & MINING (0.0%)
     20,000   Freeport-McMoRan Copper & Gold, Inc.                                              537
                                                                                          ---------
              GOLD (0.1%)
     27,700   Newmont Mining Corp.                                                              510
     11,900   Royal Gold, Inc.                                                                  758
                                                                                          ---------
                                                                                              1,268
                                                                                          ---------
              PAPER PRODUCTS (0.1%)
     18,000   International Paper Co.                                                           969
                                                                                          ---------
              Total Materials                                                                 4,586
                                                                                          ---------
              TELECOMMUNICATION SERVICES (0.3%)
              ---------------------------------
              INTEGRATED TELECOMMUNICATION SERVICES (0.3%)
     65,889   Verizon Communications, Inc.                                                    3,333
                                                                                          ---------
              Total Common Stocks (cost: $165,325)                                          214,518
                                                                                          ---------

              PREFERRED STOCKS (2.6%)

              CONSUMER STAPLES (1.0%)
              -----------------------
              AGRICULTURAL PRODUCTS (1.0%)
    161,682   CHS, Inc., Series B, 7.88%, cumulative redeemable, perpetual                    4,626
     58,000   Dairy Farmers of America, Inc., 7.88%, cumulative redeemable, perpetual(a)      6,199
                                                                                          ---------
                                                                                             10,825
                                                                                          ---------
              Total Consumer Staples                                                         10,825
                                                                                          ---------


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

                                                  PORTFOLIO OF INVESTMENTS |  15


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



---------------------------------------------------------------------------------------------------
                                                                                             MARKET
NUMBER                                                                                        VALUE
OF SHARES     SECURITY                                                                        (000)
---------------------------------------------------------------------------------------------------
                                                                                    
              ENERGY (0.5%)
              -------------
              OIL & GAS STORAGE & TRANSPORTATION (0.5%)
      2,050   Kinder Morgan G.P., Inc., 4.13%, cumulative redeemable(a)                   $   1,917
    156,338   NuStar Logistics, LP, 7.63%                                                     4,164
                                                                                          ---------
                                                                                              6,081
                                                                                          ---------
              Total Energy                                                                    6,081
                                                                                          ---------
              FINANCIALS (0.8%)
              -----------------
              LIFE & HEALTH INSURANCE (0.4%)
    167,198   Delphi Financial Group, Inc., 7.38%, cumulative redeemable                      4,196
                                                                                          ---------
              REINSURANCE (0.0%)
      1,500   American Overseas Group Ltd., 7.50%, non-cumulative,
              perpetual, acquired 1/23/2007 - 3/09/2007; cost $1,533*(b),(c)                    375
                                                                                          ---------
              REITs - MORTGAGE (0.1%)
     24,000   Arbor Realty Trust, Inc., 7.38%                                                   596
                                                                                          ---------
              REITs - OFFICE (0.3%)
    130,027   Equity Commonwealth, Series E, 7.25%, cumulative redeemable, perpetual          3,338
                                                                                          ---------
              Total Financials                                                                8,505
                                                                                          ---------
              TELECOMMUNICATION SERVICES (0.3%)
              ---------------------------------
              INTEGRATED TELECOMMUNICATION SERVICES (0.3%)
    126,000   Qwest Corp., 7.50%                                                              3,422
                                                                                          ---------
              Total Preferred Stocks (cost: $27,693)                                         28,833
                                                                                          ---------

              EXCHANGE-TRADED FUNDS (7.7%)
    202,300   iShares Core S&P 500 ETF                                                       42,196
    205,079   iShares Core S&P Mid-Cap ETF                                                   29,584
    109,700   Vanguard Mid-Cap ETF                                                           13,684
                                                                                          ---------
              Total Exchange-Traded Funds (cost: $73,753)                                    85,464
                                                                                          ---------

              FIXED-INCOME EXCHANGE-TRADED FUNDS (0.8%)

              FIXED-INCOME EXCHANGE-TRADED FUNDS (0.8%)
              -----------------------------------------
     89,500   iShares 7-10 Year Treasury Bond ETF (cost: $9,389)                              9,504
                                                                                          ---------
              Total U.S. Equity Securities (cost: $276,160)                                 338,319
                                                                                          ---------


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

16  | USAA CORNERSTONE MODERATE FUND


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



---------------------------------------------------------------------------------------------------
                                                                                             MARKET
NUMBER                                                                                        VALUE
OF SHARES     SECURITY                                                                        (000)
---------------------------------------------------------------------------------------------------
                                                                                    
              INTERNATIONAL EQUITY SECURITIES (22.4%)

              COMMON STOCKS (1.7%)

              CONSUMER DISCRETIONARY (0.2%)
              -----------------------------
              AUTO PARTS & EQUIPMENT (0.2%)
     25,000   Delphi Automotive plc                                                       $   1,824
                                                                                          ---------
              ENERGY (0.1%)
              -------------
              INTEGRATED OIL & GAS (0.1%)
     12,600   Royal Dutch Shell plc ADR                                                         837
                                                                                          ---------
              FINANCIALS (0.1%)
              -----------------
              DIVERSIFIED BANKS (0.1%)
     29,400   HSBC Holdings plc ADR                                                           1,463
                                                                                          ---------
              HEALTH CARE (0.2%)
              ------------------
              PHARMACEUTICALS (0.2%)
     25,700   Novartis AG ADR                                                                 2,484
                                                                                          ---------
              INDUSTRIALS (0.2%)
              ------------------
              RAILROADS (0.2%)
     14,400   Canadian Pacific Railway Ltd.                                                   2,781
                                                                                          ---------
              INFORMATION TECHNOLOGY (0.5%)
              -----------------------------
              SEMICONDUCTORS (0.5%)
     70,428   NXP Semiconductors N.V.*                                                        5,480
                                                                                          ---------
              MATERIALS (0.2%)
              ----------------
              DIVERSIFIED METALS & MINING (0.2%)
     44,300   Rio Tinto plc ADR                                                               2,064
                                                                                          ---------
              TELECOMMUNICATION SERVICES (0.2%)
              ---------------------------------
              WIRELESS TELECOMMUNICATION SERVICES (0.2%)
     69,209   Vodafone Group plc ADR                                                          2,530
                                                                                          ---------
              Total Common Stocks (cost: $14,892)                                            19,463
                                                                                          ---------

              EXCHANGE-TRADED FUNDS (20.7%)
     82,387   EGShares Emerging Markets Consumer ETF                                          2,234
    830,360   iShares Core MSCI EAFE ETF                                                     48,211
    931,100   iShares Core MSCI Emerging Markets ETF                                         46,350
  1,169,397   iShares MSCI EAFE ETF                                                          74,830
  1,398,539   iShares MSCI Germany ETF                                                       40,278
     32,280   iShares MSCI Philippines ETF                                                    1,247
     47,738   iShares MSCI Turkey ETF                                                         2,753
     34,497   SPDR S&P Emerging Markets SmallCap ETF                                          1,609


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

                                                  PORTFOLIO OF INVESTMENTS |  17


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



---------------------------------------------------------------------------------------------------
                                                                                             MARKET
NUMBER                                                                                        VALUE
OF SHARES     SECURITY                                                                        (000)
---------------------------------------------------------------------------------------------------
                                                                                    
     55,946   WisdomTree Emerging Markets Equity Income Fund                              $   2,558
     59,797   WisdomTree Emerging Markets SmallCap Dividend Fund                              2,688
    103,151   WisdomTree India Earnings Fund                                                  2,398
    100,600   WisdomTree Japan Hedged Equity Index Fund                                       5,573
                                                                                          ---------
              Total Exchange-Traded Funds (cost: $221,408)                                  230,729
                                                                                          ---------
              Total International Equity Securities (cost: $236,300)                        250,192
                                                                                          ---------

              PRECIOUS METALS AND COMMODITY-RELATED SECURITIES (1.6%)

              GOLD (0.9%)

              AFRICAN GOLD COMPANIES (0.1%)
     80,356   AngloGold Ashanti Ltd. ADR*                                                       688
     98,700   Gold Fields Ltd. ADR                                                              405
    130,000   Harmony Gold Mining Co. Ltd. ADR*                                                 222
                                                                                          ---------
                                                                                              1,315
                                                                                          ---------
              AUSTRALIAN GOLD COMPANIES (0.1%)
     66,200   Newcrest Mining Ltd.*(c)                                                          560
                                                                                          ---------
              EUROPEAN GOLD COMPANIES (0.1%)
     12,600   Randgold Resources Ltd. ADR                                                       815
                                                                                          ---------
              NORTH AMERICAN GOLD COMPANIES (0.5%)
     23,500   Agnico-Eagle Mines Ltd.                                                           552
     38,400   Alamos Gold, Inc.                                                                 264
    121,200   AuRico Gold, Inc.                                                                 417
    215,000   B2Gold Corp.*                                                                     350
     58,900   Barrick Gold Corp.                                                                700
     79,000   Centerra Gold, Inc.                                                               365
    110,000   Dundee Precious Metals, Inc.*                                                     285
    103,900   Eldorado Gold Corp.                                                               651
     33,800   Goldcorp, Inc.                                                                    664
    154,000   IAMGOLD Corp.*                                                                    325
    280,400   Kinross Gold Corp.*                                                               785
     50,000   New Gold, Inc.*                                                                   200
     50,000   Primero Mining Corp.*                                                             204
    213,130   Semafo, Inc.*                                                                     634
     45,800   Yamana Gold, Inc.                                                                 173
                                                                                          ---------
                                                                                              6,569
                                                                                          ---------
              SOUTH AMERICAN GOLD COMPANIES (0.1%)
     91,000   Compania de Minas Buenaventura S.A. ADR                                           842
                                                                                          ---------
              Total Gold (cost: $17,999)                                                     10,101
                                                                                          ---------


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

18  | USAA CORNERSTONE MODERATE FUND


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



---------------------------------------------------------------------------------------------------
                                                                                             MARKET
NUMBER                                                                                        VALUE
OF SHARES     SECURITY                                                                        (000)
---------------------------------------------------------------------------------------------------
                                                                                    
              SILVER (0.2%)
     69,100   Pan American Silver Corp.                                                   $     647
     44,300   Silver Wheaton Corp.                                                              882
     23,000   Tahoe Resources, Inc.*                                                            367
                                                                                          ---------
              Total Silver (cost $2,425)                                                      1,896
                                                                                          ---------

              EXCHANGE-TRADED FUNDS (0.5%)
     69,416   iShares Silver Trust*                                                           1,029
     41,626   SPDR Gold Shares*                                                               4,667
                                                                                          ---------
              Total Exchange-Traded Funds (cost: $7,932)                                      5,696
                                                                                          ---------
              Total Precious Metals and Commodity-Related Securities (cost: $28,356)         17,693
                                                                                          ---------


---------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT                                                          COUPON
(000)                                                            RATE      MATURITY
---------------------------------------------------------------------------------------------------
                                                                              
              BONDS (42.4%)

              CORPORATE OBLIGATIONS (17.6%)

              CONSUMER DISCRETIONARY (0.2%)
              -----------------------------
              SPECIALTY STORES (0.2%)
  $   1,000   Guitar Center, Inc.(a)                              6.50%      4/15/2019          872
        700   Toys R Us Property Co. II, LLC                      8.50      12/01/2017          700
                                                                                          ---------
                                                                                              1,572
                                                                                          ---------
              Total Consumer Discretionary                                                    1,572
                                                                                          ---------
              ENERGY (2.6%)
              -------------
              OIL & GAS DRILLING (0.1%)
        674   Schahin II Finance Co.(a)                           5.88       9/25/2023          595
                                                                                          ---------
              OIL & GAS EXPLORATION & PRODUCTION (0.4%)
        800   Alta Mesa Holdings, LP                              9.63      10/15/2018          780
        700   American Energy - Permian Basin, LLC(a)             7.38      11/01/2021          569
        700   California Resources Corp.(a)                       6.00      11/15/2024          628
        800   Fieldwood Energy, LLC(d)                            8.38       9/30/2020          730
        500   Rex Energy Corp.                                    8.88      12/01/2020          497
        800   Sabine Oil & Gas, LLC(d)                            8.75      12/31/2018          745
        900   Samson Investment Co.(d)                            5.00       9/25/2018          823
                                                                                          ---------
                                                                                              4,772
                                                                                          ---------
              OIL & GAS STORAGE & TRANSPORTATION (2.1%)
      5,000   DCP Midstream, LLC(a)                               5.85       5/21/2043        4,994
      3,059   Enbridge Energy Partners, LP                        8.05      10/01/2077        3,411


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

                                                  PORTFOLIO OF INVESTMENTS |  19


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



---------------------------------------------------------------------------------------------------
PRINCIPAL                                                                                    MARKET
AMOUNT                                                           COUPON                       VALUE
(000)         SECURITY                                            RATE       MATURITY         (000)
---------------------------------------------------------------------------------------------------
                                                                              
  $   7,300   Energy Transfer Partners, LP                        3.25%(e)  11/01/2066    $   6,792
      4,000   Enterprise Products Operating, LLC                  7.00       6/01/2067        4,185
        800   Martin Midstream Partners, LP                       7.25       2/15/2021          796
      1,000   Southern Union Co.                                  3.25(e)   11/01/2066          830
      2,500   TEPPCO Partners, LP                                 7.00       6/01/2067        2,552
                                                                                          ---------
                                                                                             23,560
                                                                                          ---------
              Total Energy                                                                   28,927
                                                                                          ---------
              FINANCIALS (11.1%)
              ------------------
              ASSET MANAGEMENT & CUSTODY BANKS (1.2%)
      6,000   Prospect Capital Corp.                              5.00       7/15/2019        6,231
      8,000   State Street Capital Trust IV                       1.23(e)    6/01/2077        6,780
      1,200   Walter Investment Management Corp.                  7.88      12/15/2021        1,086
                                                                                          ---------
                                                                                             14,097
                                                                                          ---------
              DIVERSIFIED BANKS (0.5%)
      2,100   JPMorgan Chase Capital XIII                         1.18(e)    9/30/2034        1,799
      4,500   JPMorgan Chase Capital XXI                          1.18(e)    1/15/2087        3,758
                                                                                          ---------
                                                                                              5,557
                                                                                          ---------
              LIFE & HEALTH INSURANCE (1.7%)
      5,500   Lincoln National Corp.                              7.00       5/17/2066        5,637
      2,000   Lincoln National Corp.                              6.05       4/20/2067        2,030
      4,000   Prudential Financial, Inc.                          5.63       6/15/2043        4,150
      1,000   Prudential Financial, Inc.                          5.20       3/15/2044        1,000
      6,150   StanCorp Financial Group, Inc.                      6.90       6/01/2067        6,396
                                                                                          ---------
                                                                                             19,213
                                                                                          ---------
              MULTI-LINE INSURANCE (1.7%)
      7,000   Genworth Holdings, Inc.                             6.15      11/15/2066        4,708
      8,300   Glen Meadow Pass-Through Trust(a)                   6.51       2/12/2067        8,196
      6,670   Nationwide Mutual Insurance Co.(a)                  5.81(e)   12/15/2024        6,678
                                                                                          ---------
                                                                                             19,582
                                                                                          ---------
              MULTI-SECTOR HOLDINGS (0.3%)
      3,000   BNSF Funding Trust I                                6.61      12/15/2055        3,392
                                                                                          ---------
              OTHER DIVERSIFIED FINANCIAL SERVICES (0.3%)
      3,000   GE Capital Trust I                                  6.38      11/15/2067        3,248
                                                                                          ---------
              PROPERTY & CASUALTY INSURANCE (2.9%)
      5,000   Allstate Corp.                                      5.75       8/15/2053        5,284
      5,800   AmTrust Financial Services, Inc.                    6.13       8/15/2023        6,131
      4,875   HSB Group, Inc.(c)                                  1.14(e)    7/15/2027        3,547
      4,530   Ironshore Holdings, Inc.(a)                         8.50       5/15/2020        5,494


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

20  | USAA CORNERSTONE MODERATE FUND


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



---------------------------------------------------------------------------------------------------
PRINCIPAL                                                                                    MARKET
AMOUNT                                                           COUPON                       VALUE
(000)         SECURITY                                            RATE       MATURITY         (000)
---------------------------------------------------------------------------------------------------
                                                                              
  $   9,600   Oil Insurance Ltd. (a)                              3.22%(e)           -(f) $   8,870
      2,500   Travelers Companies, Inc.                           6.25       3/15/2067        2,722
                                                                                          ---------
                                                                                             32,048
                                                                                          ---------
              REAL ESTATE DEVELOPMENT (0.1%)
        800   Forestar USA Real Estate Group, Inc. (a)            8.50       6/01/2022          817
                                                                                          ---------
              REGIONAL BANKS (2.0%)
      1,000   Allfirst Preferred Capital Trust                    1.73(e)    7/15/2029          890
      4,000   Cullen/Frost Capital Trust II                       1.78(e)    3/01/2034        3,512
        700   First Hawaiian Capital I                            8.34       7/01/2027          710
      2,850   First Maryland Capital Trust I                      1.23(e)    1/15/2027        2,565
      2,500   First Tennessee Bank, N.A.                          5.65       4/01/2016        2,623
      2,400   Fulton Capital Trust I                              6.29       2/01/2036        2,352
      2,000   Huntington Capital Trust II "B"                     0.86(e)    6/15/2028        1,720
        500   M&T Capital Trust I                                 8.23       2/01/2027          505
      2,000   Manufacturers & Traders Trust Co.                   5.63      12/01/2021        2,096
      6,000   Suntrust Capital I                                  0.90(e)    5/15/2027        5,010
                                                                                          ---------
                                                                                             21,983
                                                                                          ---------
              REINSURANCE (0.3%)
      1,500   Alterra USA Holdings Ltd.(a)                        7.20       4/14/2017        1,654
      1,500   Platinum Underwriters Finance, Inc.                 7.50       6/01/2017        1,695
                                                                                          ---------
                                                                                              3,349
                                                                                          ---------
              THRIFTS & MORTGAGE FINANCE (0.1%)
      1,000   Ocwen Financial Corp.(a)                            6.63       5/15/2019          953
                                                                                          ---------
              Total Financials                                                              124,239
                                                                                          ---------
              INDUSTRIALS (0.5%)
              ------------------
              AEROSPACE & DEFENSE (0.1%)
        500   Moog, Inc.(a)                                       5.25      12/01/2022          510
      1,150   Textron Financial Corp.(a)                          6.00       2/15/2067        1,061
                                                                                          ---------
                                                                                              1,571
                                                                                          ---------
              AIRLINES (0.1%)
        698   America West Airlines, Inc. Pass-Through Trust (INS)7.93       7/02/2020          771
                                                                                          ---------
              RAILROADS (0.0%)
        350   Florida East Coast Holdings Corp.(a)                6.75       5/01/2019          359
                                                                                          ---------
              TRADING COMPANIES & DISTRIBUTORS (0.3%)
      1,000   ILFC E-Capital Trust I(a)                           4.84(e)   12/21/2065          955
      2,000   ILFC E-Capital Trust II(a)                          6.25(e)   12/21/2065        1,947
                                                                                          ---------
                                                                                              2,902
                                                                                          ---------
              Total Industrials                                                               5,603
                                                                                          ---------


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

                                                  PORTFOLIO OF INVESTMENTS |  21


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



---------------------------------------------------------------------------------------------------
PRINCIPAL                                                                                    MARKET
AMOUNT                                                          COUPON                        VALUE
(000)(j)      SECURITY                                           RATE        MATURITY         (000)
---------------------------------------------------------------------------------------------------
                                                                              
              MATERIALS (0.0%)
              ----------------
              GOLD (0.0%)
CAD   1,050   Allied Nevada Gold Corp.(a)                         8.75%      6/01/2019    $     372
                                                                                          ---------
              TELECOMMUNICATION SERVICES (0.1%)
              ---------------------------------
              WIRELESS TELECOMMUNICATION SERVICES (0.1%)
$       700   Sprint Corp.                                        7.13       6/15/2024          696
                                                                                          ---------
              UTILITIES (3.1%)
              ----------------
              ELECTRIC UTILITIES (1.0%)
      2,800   NextEra Energy Capital Holdings, Inc.               6.35      10/01/2066        2,772
      1,750   NextEra Energy Capital Holdings, Inc.               6.65       6/15/2067        1,773
      2,150   NextEra Energy Capital Holdings, Inc.               7.30       9/01/2067        2,342
      3,312   PPL Capital Funding, Inc.                           6.70       3/30/2067        3,355
      1,869   Texas Competitive Electric Holdings
                Co., LLC (d),(g)                                  4.65      10/10/2017        1,359
                                                                                          ---------
                                                                                             11,601
                                                                                          ---------
              MULTI-UTILITIES (2.1%)
              ----------------------
      2,500   Dominion Resources, Inc.                            7.50       6/30/2066        2,669
      2,900   Dominion Resources, Inc.                            2.53(e)    9/30/2066        2,744
      3,342   Integrys Energy Group, Inc.                         6.11      12/01/2066        3,396
      7,000   Puget Sound Energy, Inc.                            6.97       6/01/2067        7,361
      7,000   Wisconsin Energy Corp.                              6.25       5/15/2067        7,147
                                                                                          ---------
                                                                                             23,317
                                                                                          ---------
              Total Utilities                                                                34,918
                                                                                          ---------
              Total Corporate Obligations (cost: $180,695)                                  196,327
                                                                                          ---------
              EURODOLLAR AND YANKEE OBLIGATIONS (6.5%)

              ENERGY (0.5%)
              -------------
              OIL & GAS STORAGE & TRANSPORTATION (0.5%)
      5,544   TransCanada Pipelines Ltd.                          6.35       5/15/2067        5,530
                                                                                          ---------
              FINANCIALS (3.2%)
              -----------------
              DIVERSIFIED BANKS (1.7%)
        350   Barclays Bank plc                                   0.56(e)            -(f)       229
        500   Barclays Bank plc                                   0.63(e)            -(f)       329
      8,030   Barclays Bank plc                                   0.69(e)            -(f)     5,340
        900   Barclays Bank plc(a)                                7.70               -(f)       990
        600   Compass Bank                                        6.40      10/01/2017          661
      9,500   HSBC Bank plc                                       0.69(e)            -(f)     6,401


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

22  | USAA CORNERSTONE MODERATE FUND


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



---------------------------------------------------------------------------------------------------
PRINCIPAL                                                                                    MARKET
AMOUNT                                                           COUPON                       VALUE
(000)         SECURITY                                            RATE       MATURITY         (000)
---------------------------------------------------------------------------------------------------
                                                                              
  $   1,000   LBI hf, acquired 10/12/2007;
                cost $1,000(a),(b),(c),(g)                        7.43%              -(f) $       -
      6,800   Lloyds Bank plc                                     0.56(e)            -(f)     4,505
                                                                                          ---------
                                                                                             18,455
                                                                                          ---------
              LIFE & HEALTH INSURANCE (0.5%)
      5,550   Great-West Life & Annuity Insurance Capital, LP(a)  7.15       5/16/2046        5,779
                                                                                          ---------
              PROPERTY & CASUALTY INSURANCE (0.6%)
      6,130   QBE Capital Funding III Ltd.(a)                     7.25       5/24/2041        6,698
                                                                                          ---------
              REGIONAL BANKS (0.0%)
      2,000   Glitnir Banki hf, acquired 9/11/2006 - 10/18/2006;
                cost $2,034(a),(b),(c),(g)                        7.45               -(f)         -
                                                                                          ---------
              REINSURANCE (0.4%)
      4,000   Swiss Re Capital I, LP(a)                           6.85               -(f)     4,245
                                                                                          ---------
              Total Financials                                                               35,177
                                                                                          ---------
              INDUSTRIALS (0.1%)
              ------------------
              MARINE (0.1%)
        800   Navios Maritime Holdings, Inc.(a)                   7.38       1/15/2022          775
                                                                                          ---------
              TRADING COMPANIES & DISTRIBUTORS (0.0%)
        600   Ashtead Capital, Inc.(a)                            5.63      10/01/2024          635
                                                                                          ---------
              Total Industrials                                                               1,410
                                                                                          ---------
              MATERIALS (1.3%)
              ----------------
              COMMODITY CHEMICALS (0.3%)
      3,000   Braskem Finance Ltd.                                6.45       2/03/2024        3,142
                                                                                          ---------
              DIVERSIFIED METALS & MINING (0.1%)
        800   Vedanta Resources plc(a)                            6.00       1/31/2019          774
                                                                                          ---------
              GOLD (0.9%)
      5,000   Kinross Gold Corp.(a)                               5.95       3/15/2024        4,787
      4,285   Newcrest Finance Proprietary Ltd.(a)                4.45      11/15/2021        4,071
      2,200   St. Barbara Ltd.(a)                                 8.88       4/15/2018        1,804
                                                                                          ---------
                                                                                             10,662
                                                                                          ---------
              Total Materials                                                                14,578
                                                                                          ---------
              TELECOMMUNICATION SERVICES (0.1%)
              ---------------------------------
              WIRELESS TELECOMMUNICATION SERVICES (0.1%)
      1,200   NII International Telecom SCA(a),(g)                7.88       8/15/2019          882
                                                                                          ---------


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

                                                  PORTFOLIO OF INVESTMENTS |  23


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



---------------------------------------------------------------------------------------------------
PRINCIPAL                                                                                    MARKET
AMOUNT                                                           COUPON                       VALUE
(000)         SECURITY                                            RATE      MATURITY          (000)
---------------------------------------------------------------------------------------------------
                                                                              
              UTILITIES (1.3%)
              ----------------
              ELECTRIC UTILITIES (1.3%)
  $   3,000   EDP Finance B.V.(a)                                 4.13%      1/15/2020    $   3,048
      4,500   Electricite De France S.A.(a)                       5.25               -(f)     4,674
      5,700   Enel S.p.A.(a)                                      8.75       9/24/2073        6,672
                                                                                          ---------
                                                                                             14,394
                                                                                          ---------
              INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (0.0%)
        300   AES Gener S.A.(a)                                   8.38      12/18/2073          335
                                                                                          ---------
              Total Utilities                                                                14,729
                                                                                          ---------
              Total Eurodollar and Yankee Obligations (cost: $69,714)                        72,306
                                                                                          ---------

              ASSET-BACKED SECURITIES (0.2%)

              FINANCIALS (0.2%)
              -----------------
              ASSET-BACKED FINANCING (0.2%)
      2,000   SLC Student Loan Trust                              0.68(e)    7/15/2036        1,794
        620   SLM Student Loan Trust                              0.78(e)   10/25/2038          567
                                                                                          ---------
                                                                                              2,361
                                                                                          ---------
              Total Financials                                                                2,361
                                                                                          ---------
              Total Asset-Backed Securities (cost: $2,006)                                    2,361
                                                                                          ---------

              COLLATERALIZED MORTGAGE OBLIGATIONS (0.3%)

              FINANCIALS (0.3%)
              -----------------
        494   Sequoia Mortgage Trust                              1.06(e)    9/20/2033          433
      3,167   Structured Asset Mortgage Investments, Inc.         0.65(e)    7/19/2035        2,798
        534   Wells Fargo Mortgage Backed Securities Trust        4.83(e)    4/25/2035          514
                                                                                          ---------
              Total Financials                                                                3,745
                                                                                          ---------
              Total Collateralized Mortgage Obligations (cost: $3,810)                        3,745
                                                                                          ---------

              COMMERCIAL MORTGAGE SECURITIES (8.7%)

              FINANCIALS (8.7%)
              -----------------
              COMMERCIAL MORTGAGE-BACKED SECURITIES (8.7%)
      1,000   Banc of America Commercial Mortgage, Inc.           5.47      11/10/2042        1,004
      3,238   Banc of America Commercial Mortgage, Inc.           6.05       7/10/2044        3,350
      3,000   Banc of America Commercial Mortgage, Inc.           5.95       5/10/2045        3,156
      1,000   Banc of America Commercial Mortgage, Inc.           5.42      10/10/2045        1,041
      3,254   Banc of America Commercial Mortgage, Inc.(a)        6.14       9/10/2047        3,334
      4,000   Banc of America Commercial Mortgage, Inc.           6.47       2/10/2051        4,307
      2,000   BCRR Trust(a)                                       5.86       7/17/2040        2,184
        400   Bear Stearns Commercial Mortgage Securities, Inc.   5.59      12/11/2040          394


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

24  | USAA CORNERSTONE MODERATE FUND


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



---------------------------------------------------------------------------------------------------
PRINCIPAL                                                                                    MARKET
AMOUNT                                                           COUPON                       VALUE
(000)         SECURITY                                            RATE      MATURITY          (000)
---------------------------------------------------------------------------------------------------
                                                                              
  $   2,000   Bear Stearns Commercial Mortgage Securities, Inc.   5.21%      2/11/2041    $   2,004
      4,034   Bear Stearns Commercial Mortgage Securities,
                 Inc.(a)                                          5.66       9/11/2041        3,943
        900   Bear Stearns Commercial Mortgage Securities, Inc.   5.60      10/12/2041          911
      3,200   Bear Stearns Commercial Mortgage Securities, Inc.   4.99       9/11/2042        3,281
        500   CD Commercial Mortgage Trust                        5.69      10/15/2048          487
        900   Citigroup Commercial Mortgage Trust                 5.96       3/15/2049          942
        800   Citigroup Commercial Mortgage Trust                 6.34      12/10/2049          813
      3,000   Commercial Mortgage Loan Trust                      6.24      12/10/2049        3,102
      1,000   Commercial Mortgage Loan Trust(a)                   5.54      12/11/2049        1,051
      7,400   Credit Suisse Commercial Mortgage
                 Pass-Through Trust                               0.35       2/15/2040        6,420
      1,000   Credit Suisse First Boston Mortgage Securities
                 Corp.                                            0.40       4/15/2037          985
      4,000   GE Capital Commercial Mortgage Corp.                5.45       3/10/2044        4,074
      3,600   GE Capital Commercial Mortgage Corp.                5.49      11/10/2045        3,635
      1,900   GE Capital Commercial Mortgage Corp.                5.61      12/10/2049        2,005
      2,000   GMAC Commercial Mortgage Securities, Inc.           4.97      12/10/2041        2,032
        500   GMAC Commercial Mortgage Securities, Inc.           4.98      12/10/2041          510
      1,000   GMAC Commercial Mortgage Securities, Inc.           4.81       5/10/2043          985
      2,850   GS Mortgage Securities Corp. II                     5.71       4/10/2038        2,941
      1,000   GS Mortgage Securities Corp. II                     4.78       7/10/2039        1,009
      4,500   J.P. Morgan Chase Commercial Mortgage
                 Securities Corp.                                 5.04      10/15/2042        4,577
      3,210   J.P. Morgan Chase Commercial Mortgage
                 Securities Corp.                                 5.57       4/15/2043        3,342
      1,000   J.P. Morgan Chase Commercial Mortgage
                 Securities Corp.                                 5.56      12/15/2044        1,038
      1,000   J.P. Morgan Chase Commercial Mortgage
                 Securities Corp.                                 5.56      12/15/2044        1,031
      4,500   J.P. Morgan Chase Commercial Mortgage
                 Securities Corp.                                 6.06       4/15/2045        4,527
        900   LB-UBS Commercial Mortgage Trust                    5.28       2/15/2041          915
      1,000   Merrill Lynch Mortgage Trust                        5.41       7/12/2038          985
        400   Merrill Lynch Mortgage Trust                        5.44       7/12/2038          382
      4,000   Merrill Lynch Mortgage Trust                        5.86       5/12/2039        4,032
     `2,500   Merrill Lynch Mortgage Trust                        5.01      10/12/2041        2,508
      1,000   ML-CFC Commercial Mortgage Trust                    5.42       8/12/2048        1,057
      1,500   ML-CFC Commercial Mortgage Trust                    6.08       8/12/2049        1,540
        460   ML-CFC Commercial Mortgage Trust                    5.86       9/12/2049          508
      4,150   Morgan Stanley Capital I Trust                      5.38      11/14/2042        4,183
        800   Morgan Stanley Capital I Trust                      5.67       3/12/2044          807
        878   Morgan Stanley Capital I, Inc.                      5.15       8/13/2042          892
        723   Morgan Stanley Capital I, Inc.                      5.17       8/13/2042          732


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

                                                  PORTFOLIO OF INVESTMENTS |  25


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



---------------------------------------------------------------------------------------------------
PRINCIPAL                                                                                    MARKET
AMOUNT                                                           COUPON                       VALUE
(000)         SECURITY                                            RATE       MATURITY         (000)
---------------------------------------------------------------------------------------------------
                                                                              
 $    3,150   Wachovia Bank Commercial Mortgage Trust             5.90%      5/15/2043    $   3,270
        500   Wachovia Bank Commercial Mortgage Trust(a)          4.99       5/15/2044          490
                                                                                          ---------
                                                                                             96,716
                                                                                          ---------
              Total Financials                                                               96,716
                                                                                          ---------
              Total Commercial Mortgage Securities (cost: $89,588)                           96,716
                                                                                          ---------
              U.S. TREASURY SECURITIES (9.1%)

              BONDS (4.6%)
     49,500   3.13%, 8/15/2044                                                               51,526
                                                                                          ---------
              NOTES (4.5%)
     31,750   1.75%, 5/15/2022                                                               31,279
      3,750   1.63%, 8/15/2022                                                                3,652
      1,350   1.63%, 11/15/2022                                                               1,310
        690   2.00%, 2/15/2023                                                                  688
      4,200   2.75%, 11/15/2023                                                               4,418
      8,500   2.38%, 8/15/2024                                                                8,637
                                                                                          ---------
                                                                                             49,984
                                                                                          ---------
              Total U.S. Treasury Securities (cost: $97,812)                                101,510
                                                                                          ---------
              Total Bonds (cost: $443,625)                                                  472,965
                                                                                          ---------

              MONEY MARKET INSTRUMENTS (2.9%)

              COMMERCIAL PAPER (0.4%)

              MATERIALS (0.4%)
              ----------------
              SPECIALTY CHEMICALS (0.4%)
      5,101   Cabot Corp.(a),(h)                                  0.32      12/01/2014        5,101
                                                                                          ---------


---------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
---------------------------------------------------------------------------------------------------
                                                                                   
              MONEY MARKET FUNDS (2.5%)
 27,566,629   State Street Institutional Liquid Reserves Fund Premier Class, 0.08%(i)        27,567
                                                                                         ----------
              Total Money Market Instruments (cost: $32,668)                                 32,668
                                                                                         ----------
              TOTAL INVESTMENTS (COST: $1,017,109)                                       $1,111,837
                                                                                         ==========


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

26  | USAA CORNERSTONE MODERATE FUND


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



---------------------------------------------------------------------------------------------------
                                                                                             MARKET
NUMBER                                                                                        VALUE
OF CONTRACTS  SECURITY                                                                        (000)
---------------------------------------------------------------------------------------------------
                                                                                   
              PURCHASED OPTIONS (0.0%)
      1,300   Put - iShares MSCI EAFE ETF expiring January 17, 2015 at 61                $       62
                                                                                         ----------
              TOTAL PURCHASED OPTIONS (COST: $116)                                       $       62
                                                                                         ==========


---------------------------------------------------------------------------------------------------
($ 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                          $214,518            $      -          $    -    $  214,518
  Preferred Stocks                              -              28,458             375        28,833
  Exchange-Traded Funds                    85,464                   -               -        85,464
  Fixed-Income Exchange-
     Traded Funds                           9,504                   -               -         9,504
International Equity Securities:
  Common Stocks                            19,463                   -               -        19,463
  Exchange-Traded Funds                   230,729                   -               -       230,729
Precious Metals and Commodity-
  Related Securities:
  Gold                                      9,541                 560               -        10,101
  Silver                                    1,896                   -               -         1,896
  Exchange-Traded Funds                     5,696                   -               -         5,696
Bonds:
  Corporate Obligations                         -             192,780           3,547       196,327
  Eurodollar and Yankee Obligations             -              72,306               -        72,306
  Asset-Backed Securities                       -               2,361               -         2,361
  Collateralized Mortgage Obligations           -               3,745               -         3,745
  Commercial Mortgage Securities                -              96,716               -        96,716
  U.S. Treasury Securities                101,510                   -               -       101,510
Money Market Instruments:
  Commercial Paper                              -               5,101               -         5,101
  Money Market Funds                       27,567                   -               -        27,567
Purchased Options                              62                   -               -            62
---------------------------------------------------------------------------------------------------
Total                                    $705,950            $402,027          $3,922    $1,111,899
---------------------------------------------------------------------------------------------------


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

                                                  PORTFOLIO OF INVESTMENTS |  27


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

Reconciliation of investments in which significant unobservable inputs (Level 3)
were used in determining value:



--------------------------------------------------------------------------------------------
                                                                    PREFERRED      CORPORATE
                                                                       STOCKS    OBLIGATIONS
--------------------------------------------------------------------------------------------
                                                                                
Balance as of May 31, 2014                                           $  2,685         $3,802
Purchases                                                                   -              -
Sales                                                                  (2,385)             -
Transfers into Level 3                                                      -              -
Transfers out of Level 3                                                    -              -
Net realized gain (loss) on investments                                  (165)             -
Change in net unrealized appreciation/depreciation of investments         240           (255)
--------------------------------------------------------------------------------------------
Balance as of November 30, 2014                                      $    375         $3,547
--------------------------------------------------------------------------------------------


For the period of June 1, 2014, through November 30, 2014, common stocks with a
fair value of $600,000 were transferred from Level 1 to Level 2. Due to an
assessment of events at the end of the current reporting period, these
securities had adjustments to their foreign market closing prices to reflect
changes in value that occurred after the close of foreign markets and prior to
the close of the U.S. securities markets. Such adjustments were not made at the
end of the prior reporting period. 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.

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

28  | USAA CORNERSTONE MODERATE FUND


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

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 30.0% 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 of the underlying

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

                                         NOTES TO PORTFOLIO OF INVESTMENTS |  29


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

   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

   CREDIT ENHANCEMENTS - add the financial strength of the provider of the
   enhancement to support the issuer's ability to repay the principal and
   interest payments when due. The enhancement may be provided by a
   high-quality bank, insurance company or other corporation, or a collateral
   trust. The enhancements do not guarantee the market values of the
   securities.

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

30  | USAA CORNERSTONE MODERATE FUND


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

   (INS) Principal and interest payments are insured by AMBAC Assurance
         Corp. Although bond insurance reduces the risk of loss due to default
         by an issuer, such bonds remain subject to the risk that value may
         fluctuate for other reasons, and there is no assurance that the
         insurance company will meet its obligations.

o  SPECIFIC NOTES

   (a) Restricted security that is not registered under the Securities Act
       of 1933. A resale of this security in the United States may occur in an
       exempt transaction to a qualified institutional buyer as defined by Rule
       144A, and as such has been deemed liquid by USAA Asset Management
       Company (the Manager) under liquidity guidelines approved by USAA Mutual
       Funds Trust's Board of Trustees (the Board), unless otherwise noted as
       illiquid.

   (b) Security deemed illiquid by the Manager, under liquidity guidelines
       approved by the Board. The aggregate market value of these securities at
       November 30, 2014, was $375,000, which represented less than 0.1% of the
       Fund's net assets.

   (c) 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 $4,482,000, which represented 0.4% of
       the Fund's net assets.

   (d) Senior loan (loan) - is not registered under the Securities Act of
       1933. The loan contains certain restrictions on resale and cannot be
       sold publicly. The interest rate is adjusted periodically, and the rate
       disclosed represents the current rate at November 30, 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.

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

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

                                         NOTES TO PORTFOLIO OF INVESTMENTS |  31


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

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

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

   (h) Commercial paper issued in reliance on the "private placement"
       exemption from registration afforded by Section 4(2) of the Securities
       Act of 1933. Unless this commercial paper is subsequently registered, a
       resale of this commercial paper in the United States must be effected in
       a transaction exempt from registration under the Securities Act of 1933.
       Section 4(2) commercial paper is normally resold to other investors
       through or with the assistance of the issuer or an investment dealer who
       makes a market in this security, and as such has been deemed liquid by
       the Manager under liquidity guidelines approved by the Board, unless
       otherwise noted as illiquid.

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

   (j) In U.S. dollars unless otherwise noted.

   *   Non-income-producing security.

See accompanying notes to financial statements.

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

32  | USAA CORNERSTONE MODERATE FUND


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

STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS)

November 30, 2014 (unaudited)

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


                                                                      
ASSETS
  Investments in securities, at market value (cost of $1,017,109)        $1,111,837
  Purchased options, at market value (cost of $116)                              62
  Cash                                                                        2,527
  Cash denominated in foreign currencies (identified cost of $2)                  2
  Receivables:
    Capital shares sold                                                         686
    USAA Asset Management Company (Note 5C)                                     109
    Dividends and interest                                                    4,826
    Securities sold                                                           3,306
    Other                                                                        28
                                                                         ----------
      Total assets                                                        1,123,383
                                                                         ----------
LIABILITIES
  Payables:
    Securities purchased                                                      5,376
    Capital shares redeemed                                                     745
  Accrued management fees                                                       653
  Accrued administration and servicing fees                                       5
  Accrued transfer agent's fees                                                  37
  Other accrued expenses and payables                                           106
                                                                         ----------
      Total liabilities                                                       6,922
                                                                         ----------
        Net assets applicable to capital shares outstanding              $1,116,461
                                                                         ==========
NET ASSETS CONSIST OF:
  Paid-in capital                                                        $1,007,417
  Accumulated undistributed net investment income                             3,553
  Accumulated net realized gain on investments and options                   10,818
  Net unrealized appreciation of investments and options                     94,674
  Net unrealized depreciation of foreign currency translations                   (1)
                                                                         ----------
        Net assets applicable to capital shares outstanding              $1,116,461
                                                                         ==========
  Capital shares outstanding, unlimited number of shares authorized,
    no par value                                                             72,192
                                                                         ==========
  Net asset value, redemption price, and offering price per share        $    15.47
                                                                         ==========


See accompanying notes to financial statements.

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

                                                      FINANCIAL STATEMENTS |  33


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

STATEMENT OF OPERATIONS (IN THOUSANDS)

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

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


                                                                      
INVESTMENT INCOME
  Dividends (net of foreign taxes withheld of $17)                       $  8,428
  Interest                                                                 11,979
                                                                         --------
      Total income                                                         20,407
                                                                         --------
EXPENSES
  Management fees                                                           3,977
  Administration and servicing fees                                           832
  Transfer agent's fees                                                     1,448
  Custody and accounting fees                                                 114
  Postage                                                                      68
  Shareholder reporting fees                                                   40
  Trustees' fees                                                               11
  Registration fees                                                            23
  Professional fees                                                            59
  Other                                                                         9
                                                                         --------
      Total expenses                                                        6,581
                                                                         --------
  Expenses reimbursed                                                      (1,036)
                                                                         --------
      Net expenses                                                          5,545
                                                                         --------
NET INVESTMENT INCOME                                                      14,862
                                                                         --------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS, FOREIGN CURRENCY, AND OPTIONS
  Net realized gain (loss) on:
    Unaffiliated transactions                                              25,851
    Affiliated transactions (Note 7)                                           66
    Foreign currency transactions                                             (36)
    Options                                                                (1,984)
  Change in net unrealized appreciation/depreciation of:
    Investments                                                           (26,129)
    Foreign currency translations                                              (1)
    Options                                                                 1,913
                                                                         --------
      Net realized and unrealized loss                                       (320)
                                                                         --------
  Increase in net assets resulting from operations                       $ 14,542
                                                                         ========


See accompanying notes to financial statements.

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

34  | USAA CORNERSTONE MODERATE 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                                       $   14,862   $   25,967
  Net realized gain on investments                                25,917       25,051
  Net realized loss on foreign currency transactions                 (36)          (1)
  Net realized loss on options                                    (1,984)      (6,453)
  Change in net unrealized appreciation/depreciation of:
    Investments                                                  (26,129)      51,837
    Foreign currency translations                                     (1)           -
    Options                                                        1,913       (2,955)
                                                              -----------------------
      Increase in net assets resulting from operations            14,542       93,446
                                                              -----------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net investment income                                          (14,418)     (26,410)
                                                              -----------------------
FROM CAPITAL SHARE TRANSACTIONS
  Proceeds from shares sold                                       91,601      235,972
  Reinvested dividends                                            14,303       26,203
  Cost of shares redeemed                                        (83,350)    (180,256)
                                                              -----------------------
    Increase in net assets from capital share transactions        22,554       81,919
                                                              -----------------------
  Net increase in net assets                                      22,678      148,955

NET ASSETS
  Beginning of period                                          1,093,783      944,828
                                                              -----------------------
  End of period                                               $1,116,461   $1,093,783
                                                              =======================
Accumulated undistributed net investment income:
  End of period                                               $    3,553   $    3,109
                                                              =======================
CHANGE IN SHARES OUTSTANDING
  Shares sold                                                      5,937       15,959
  Shares issued for dividends reinvested                             926        1,794
  Shares redeemed                                                 (5,404)     (12,206)
                                                              -----------------------
    Increase in shares outstanding                                 1,459        5,547
                                                              =======================


See accompanying notes to financial statements.

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

                                                      FINANCIAL STATEMENTS |  35


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

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 Moderate Fund (the Fund), which is classified as diversified under
the 1940 Act. The Fund's investment objective is to seek a high total return.

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,

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

36  | USAA CORNERSTONE MODERATE 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

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

                                             NOTES TO FINANCIAL STATEMENTS |  37


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

        believes to be the fair value of the securities as of the close of the
        NYSE. Fair valuation of affected foreign equity securities may occur
        frequently based on an assessment that events that occur on a fairly
        regular basis (such as U.S. market movements) are significant.

    3.  Investments in open-end investment companies, hedge, or other funds,
        other than ETFs, are valued at their NAV at the end of each business
        day.

    4.  Futures are valued based upon the last sale price at the close of
        market on the principal exchange on which they are traded.

    5.  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.

    6.  Debt securities purchased with original or remaining maturities of
        60 days or less may be valued at amortized cost, which approximates
        market value.

    7.  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.

    8.  Repurchase agreements are valued at cost, which approximates market
        value.

    9.  Securities for which market quotations are not readily available or
        are considered unreliable, or whose values have been materially
        affected by events occurring after the close of their primary markets
        but before

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

38  | USAA CORNERSTONE MODERATE FUND


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

        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 certain preferred stocks and certain gold securities, which are
    valued based on methods discussed in Note 1A2, certain bonds, which are
    valued based on methods discussed in Note 1A7, and commercial paper, which
    is valued at amortized cost.

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

                                             NOTES TO FINANCIAL STATEMENTS |  39


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

    Level 3 - inputs to the valuation methodology are unobservable and
    significant to the fair value measurement, including the Manager's own
    assumptions in determining the fair value.

    The inputs or methodologies used for valuing securities are not necessarily
    an indication of the risks associated with investing in those securities.

    For the securities valued using significant unobservable inputs, market
    quotations were not available from the pricing services. As such, the
    securities were valued in good faith using methods determined by the
    Manager, under valuation procedures approved by the Board. The valuation of
    some securities falling in the Level 3 category are primarily supported by
    discounted prior tender offer or 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.

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

40  | USAA CORNERSTONE MODERATE FUND


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

    OPTIONS TRANSACTIONS - The Fund is subject to equity price risk in the
    normal course of pursuing its investment objectives. The Fund may use
    options on underlying instruments, namely, equity securities, ETFs, and
    equity indexes, to gain exposure to, or hedge against, changes in the value
    of equity securities, ETFs, or equity indexes. A call option gives the
    purchaser the right to buy, and the writer the obligation to sell, the
    underlying instrument at a specified price during a specified period.
    Conversely, a put option gives the purchaser the right to sell, and the
    writer the obligation to buy, the underlying instrument at a specified
    price during a specified period. The purchaser of the option pays a premium
    to the writer of the option.

    Premiums paid for purchased options are included in the Fund's statement of
    assets and liabilities as an investment. If a purchased option expires
    unexercised, the premium paid is recognized as a realized loss. If a
    purchased call option on a security is exercised, the cost of the security
    acquired includes the exercise price and the premium paid. If a purchased
    put option on a security is exercised, the realized gain or loss on the
    security sold is determined from the exercise price, the original cost of
    the security, and the premium 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

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

                                             NOTES TO FINANCIAL STATEMENTS |  41


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

    consistent returns over a wide range of equity market environments. This
    strategy may not fully protect the Fund against declines in the portfolio's
    value, and the Fund could experience a loss. Options on ETFs are similar to
    options on individual securities in that the holder of the ETF call (or
    put) has the right to receive (or sell) shares of the underlying ETF at the
    strike price on or before exercise date. Options on securities indexes are
    different from options on individual securities in that the holder of the
    index option has the right to receive an amount of cash equal to the
    difference between the exercise price and the settlement value of the
    underlying index as defined by the exchange. If an index option is
    exercised, the realized gain or loss is determined by the exercise price,
    the settlement value, and the premium amount paid or received.

    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             $62                -                    -
                            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)



                                                                                  CHANGE IN
                                                                                  UNREALIZED
    DERIVATIVES NOT                                                               APPRECIATION
    ACCOUNTED FOR AS      STATEMENT OF                          REALIZED LOSS     (DEPRECIATION)
    HEDGING INSTRUMENTS   OPERATIONS LOCATION                   ON DERIVATIVES    ON DERIVATIVES
    --------------------------------------------------------------------------------------------
                                                                              
    Equity contracts      Net realized gain (loss) on               $(1,984)           $1,913
                          options/Change in net unrealized
                          appreciation/depreciation of options
    --------------------------------------------------------------------------------------------


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

42  | USAA CORNERSTONE MODERATE 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 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

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

                                             NOTES TO FINANCIAL STATEMENTS |  43


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

    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 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.

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

44  | USAA CORNERSTONE MODERATE FUND


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

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 $3,000, which represents 1.6% 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.

Distributions of net investment income are made quarterly. Distributions of
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

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

                                             NOTES TO FINANCIAL STATEMENTS |  45


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

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 pre-enactment capital loss carryforwards of
$12,957,000, and no post-enactment capital loss carryforwards, for federal
income tax purposes. If not offset by subsequent capital gains, the
pre-enactment capital loss carryforwards will expire in 2018. It is unlikely
that the Board will authorize a distribution of capital gains realized in the
future until the capital loss carryforwards have been used or expire.

For the six-month period ended November 30, 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
$294,423,000 and $254,395,000, 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 $121,696,000 and $27,022,000, respectively, resulting in net
unrealized appreciation of $94,674,000.

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

46  | USAA CORNERSTONE MODERATE 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                           6,420                 $ 777
Options written                                        -                     -
Options terminated in closing
  purchase transactions                                -                     -
Options expired                                   (6,420)                 (777)
                                               --------------------------------
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 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 year ended May 31,
    2014, there are no subadvisers.

    The investment management fee for the Fund is comprised of a base fee and a
    performance adjustment. The Fund's base fee is accrued daily and paid
    monthly at an annualized rate of 0.75% of the Fund's average net assets for
    the fiscal year.

    The performance adjustment is calculated monthly by comparing the Fund's
    performance to that of the Lipper Balanced Funds Index over the performance
    period. The Lipper Balanced Funds Index tracks the total return performance
    of the 30 largest funds in the Lipper Balanced Funds category. The
    performance period for the Fund consists of the

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

                                             NOTES TO FINANCIAL STATEMENTS |  47


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

    current month plus the previous 35 months. The following table is utilized
    to determine the extent of the performance adjustment:



    OVER/UNDER PERFORMANCE                  ANNUAL ADJUSTMENT RATE
    RELATIVE TO INDEX                       (IN BASIS POINTS AS A %
    (IN BASIS POINTS)(1)                    OF THE FUND'S AVERAGE NET ASSETS)(1)
    ----------------------------------------------------------------------------
                                         
    +/- 100 to 400                          +/- 4
    +/- 401 to 700                          +/- 5
    +/- 701 and greater                     +/- 6


    (1)Based on the difference between average annual performance of the Fund
    and its relevant index, rounded to the nearest basis point. Average net
    assets are calculated over a rolling 36-month period.

    The annual performance adjustment rate is multiplied by the average net
    assets of the Fund over the entire performance period, which is then
    multiplied by a fraction, the numerator of which is the number of days in
    the month and the denominator of which is 365 (366 in leap years). The
    resulting amount is then added to (in the case of overperformance), or
    subtracted from (in the case of underperformance) the base fee.

    Under the performance fee arrangement, the Fund will pay a positive
    performance fee adjustment for a performance period whenever the Fund
    outperforms the Lipper Balanced Funds Index over that period, even if the
    Fund had overall negative returns during the performance period.

    For the six-month period ended November 30, 2014, the Fund incurred total
    management fees, paid or payable to the Manager, of $3,977,000, which
    included a (0.03)% performance adjustment of $(182,000).

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 ended
    November 30, 2014, the Fund incurred administration and servicing fees,
    paid or payable to the Manager, of $832,000.

    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.

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

48  | USAA CORNERSTONE MODERATE FUND


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

    For the six-month period ended November 30, 2014, the Fund reimbursed the
    Manager $18,000 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 1.00% 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 $1,036,000, of which $109,000 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 $1,448,000.

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.

(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.

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

                                             NOTES TO FINANCIAL STATEMENTS |  49


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

(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           $1,153,000        $66,000
Moderate Fund         Moderately Conservative
                      Fund


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

50  | USAA CORNERSTONE MODERATE FUND


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

(8) FINANCIAL HIGHLIGHTS

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



                             SIX-MONTH
                            PERIOD ENDED                              YEAR ENDED
                            NOVEMBER 30,                                MAY 31,
                            -------------------------------------------------------------------------------
                                  2014            2014         2013          2012          2011        2010
                            -------------------------------------------------------------------------------
                                                                                 
Net asset value at
  beginning of period       $    15.46      $    14.49     $  13.07      $  14.29      $  12.26    $  10.08
                            -------------------------------------------------------------------------------
Income (loss) from
  investment operations:
  Net investment income            .21             .38          .40           .40           .38         .47
  Net realized and
  unrealized gain(loss)           (.00)(c)         .98         1.42         (1.22)         2.05        2.18
                            -------------------------------------------------------------------------------
Total from investment
  operations                       .21            1.36         1.82          (.82)         2.43        2.65
                            -------------------------------------------------------------------------------
Less distributions from:
  Net investment income           (.20)           (.39)        (.40)         (.40)         (.40)       (.47)
                            -------------------------------------------------------------------------------
Net asset value at end
  of period                 $    15.47      $    15.46     $  14.49      $  13.07      $  14.29    $  12.26
                            ===============================================================================
Total return (%)*                 1.38            9.60        14.17         (5.70)        20.21       26.63
Net assets at end
  of period (000)           $1,116,461      $1,093,783     $944,828      $766,037      $785,016    $592,088
Ratios to average
  net assets:**
  Expenses (%)(a)                 1.00(d)         1.00         1.00          1.00          1.00        1.00
  Expenses, excluding
    reimbursements (%)(a)         1.19(d)         1.22         1.30          1.38          1.36        1.38
  Net investment income (%)       2.68(d)         2.60         2.87          3.03          2.92        3.95
Portfolio turnover (%)              24              46           66(b)        119(b)        145         110

  * 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 $1,106,513,000.
(a) Reflects total annual operating expenses of the Fund before reductions
    of any expenses paid indirectly. The Adviser Shares expenses paid
    indirectly decreased the expense ratios as follows:
                                     -            (.00%)(+)    (.00%)(+)     (.00%)(+)     (.00%)(+)   (.00%)(+)
    (+)Represents less than 0.01% of average net assets.
(b) Reflects decreased trading activity due to asset allocation changes.
(c) Represents less than $0.01 per share.
(d) Annualized. The ratio is not necessarily indicative of 12 months of
    operations.


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

                                             NOTES TO FINANCIAL STATEMENTS |  51


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

EXPENSE EXAMPLE

November 30, 2013 (unaudited)

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

EXAMPLE

As a shareholder of the Fund, you incur two types of costs: direct costs, such
as wire fees, redemption fees, and low balance fees; and indirect costs,
including management fees, transfer agency fees, and other Fund operating
expenses. This example is intended to help you understand your indirect costs,
also referred to as "ongoing costs" (in dollars), of investing in the Fund and
to compare these costs with the ongoing costs of investing in other mutual
funds.

The example is based on an investment of $1,000 invested at the beginning of the
period and held for the entire six-month period of June 1, 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 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

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

52  | USAA CORNERSTONE MODERATE FUND


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

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           $1,013.80               $5.05

Hypothetical
  (5% return before expenses)             1,000.00            1,020.05                5.06


* Expenses are equal to the Fund's annualized expense ratio of 1.00%, which is
  net of any reimbursements and expenses paid indirectly, multiplied by the
  average account value over the period, multiplied by 183 days/365 days (to
  reflect the one-half-year period). The Fund's actual ending account value is
  based on its actual total return of 1.38% for the six-month period of June 1,
  2014, through November 30, 2014.

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

                                                           EXPENSE EXAMPLE |  53


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

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://WW.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.

200992-0115

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


       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)

   =============================================================================
   27804-0115                                (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:     01/26/2015
         ------------------------------

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:    01/27/2015
         ------------------------------


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

Date:    01/27/2015
         ------------------------------

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