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, 2015 ITEM 1. SEMIANNUAL REPORT TO STOCKHOLDERS. USAA MUTUAL FUNDS TRUST - SEMIANNUAL REPORT FOR PERIOD ENDED NOVEMBER 30, 2015 [LOGO OF USAA] USAA(R) [GRAPHIC OF USAA CORNERSTONE AGGRESSIVE FUND] ============================================================== SEMIANNUAL REPORT USAA CORNERSTONE AGGRESSIVE FUND NOVEMBER 30, 2015 ============================================================== ================================================================================ ================================================================================ PRESIDENT'S MESSAGE "A NEW YEAR IS A GREAT TIME TO REEVALUATE YOUR INVESTMENT PLAN TO HELP ENSURE YOU ARE STAYING [PHOTO OF BROOKS ENGLEHARDT] ON TRACK TOWARD YOUR FINANCIAL GOALS." -------------------------------------------------------------------------------- JANUARY 2016 The financial markets were volatile during the reporting period ended November 30, 2015, but U.S. stocks, the broad U.S. fixed-income market, and longer-term U.S. Treasury securities had experienced minimal change when the reporting period came to an end. Emerging markets stocks, in contrast, generally suffered losses, while stocks in non-U.S. developed markets also declined, though to a lesser extent. When the reporting period began in June 2015, Greece was once again in the headlines, as the country's debt problems reemerged and investors speculated about the future of the European Union. During July 2015, market turbulence increased. Worries about China's slow economic growth triggered a steep decline in the Chinese equity market, with many other emerging stock markets falling in a similar fashion. In response, the Chinese authorities surprised many investors by devaluing its currency, which added to investors' existing concerns about the health of the global economy. The result was a broad sell-off in riskier asset classes and a flight to the perceived safety of U.S. Treasury securities. Meanwhile, a divergence in global economic growth was reflected in the monetary policies being pursued by the world's central banks. Persistent economic weakness outside the United States led many central banks to cut interest rates and boost quantitative easing, resulting in low--and even negative--global interest rates. At the same time, the U.S. economy continued to grow, albeit slowly, and the Federal Reserve (the Fed) strongly signaled that it would begin to raise interest rates for the first time in seven years. As a result, shorter-term U.S. Treasury yields rose during the reporting period, while longer-term U.S. Treasury yields edged up slightly. On December 16, 2015, the Fed raised the target range for the federal funds rate from 0.25% to 0.50%. At USAA Investments, we believe it is less important when the first interest rate increase occurs than how quickly the Fed affects interest rates. We have long believed Fed policymakers are unlikely to raise interest rates rapidly because they will not want to jeopardize the U.S. economy. In addition, there appears to be no pressing reason, such as a higher rate of inflation, for them ================================================================================ ================================================================================ to do so. Therefore, the modest interest rate increase in December 2015 is consistent with our outlook. Also of note during the reporting period was the steady decline in commodities prices. What caused the drop in oil, natural gas, coal, and industrial metals prices? In our opinion, there was no single reason. Certainly, the divergence in global economic growth and central bank monetary policy created uncertainty in the world's commodities markets. But softening global demand and, in the case of energy, an increase in supply were also key factors. In addition, commodities are generally priced in U.S. dollars and the appreciation of the U.S. dollar during the reporting period dampened prices. A new year is a great time to reevaluate your investment plan to help ensure you are staying on track toward your financial goals. Investors also may want to consider making a 2016 IRA contribution. The sooner investors invest their money, the sooner it can start working for them. For assistance, please feel free to give our financial advisors a call. Looking ahead, we expect to see continued volatility--at least in the near term--in the financial markets. It's been several years since we've seen this kind of market turbulence, so the events of the reporting period are a helpful reminder that volatility is to be expected from time to time and is normal market behavior. Long-term investors should strive to make decisions based on their long-term objectives, time horizon, and risk tolerance, rather than in response to market turmoil. On behalf of all of us at USAA Investments, we wish you a happy, healthy, and prosperous year in 2016. Thank you for your continued investment in our family of mutual funds. Sincerely, /S/ BROOKS ENGLEHARDT Brooks Englehardt President USAA Investments PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. o As interest rates rise, bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. o Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. o Investments provided by USAA Investment Management Company and USAA Financial Advisors Inc., both registered broker dealers, and affiliates. ================================================================================ ================================================================================ TABLE OF CONTENTS -------------------------------------------------------------------------------- FUND OBJECTIVE 1 MANAGERS' COMMENTARY 2 INVESTMENT OVERVIEW 6 FINANCIAL INFORMATION Portfolio of Investments 11 Notes to Portfolio of Investments 33 Financial Statements 37 Notes to Financial Statements 40 EXPENSE EXAMPLE 55 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)2016, USAA. All rights reserved. 200987-0116 ================================================================================ ================================================================================ FUND OBJECTIVE THE USAA CORNERSTONE AGGRESSIVE FUND (THE FUND) SEEKS CAPITAL APPRECIATION OVER THE LONG TERM. THE FUND ALSO CONSIDERS THE POTENTIAL FOR CURRENT INCOME. -------------------------------------------------------------------------------- TYPES OF INVESTMENTS The Fund invests in equity securities, bonds, and money market instruments. The Fund will have a target asset class allocation of approximately 80% equity securities and 20% fixed-income securities. The actual asset class allocation can deviate from time to time from these targets as market conditions warrant. The implementation of the asset allocation may involve the extensive use of equity and fixed-income exchange-traded funds (ETFs). The Fund may invest in securities issued by domestic or foreign companies. The Fund also may invest in fixed-income securities that are investment grade and below investment grade. The Fund also may use alternative investment strategies, such as investments in real estate investment trusts and precious metals and minerals companies, and other instruments, including futures and options, from time to time, in an attempt to reduce its volatility over time and to enhance the Fund's return and diversification. IRA DISTRIBUTION WITHHOLDING DISCLOSURE We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state's set rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election or change or revoke a prior withholding election, call (800) 531-USAA (8722) or (210) 531-8722. If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. ================================================================================ FUND OBJECTIVE | 1 ================================================================================ MANAGERS' COMMENTARY ON THE FUND USAA Asset Management Company JOHN P. TOOHEY, CFA ARNOLD J. ESPE, CFA WASIF A. LATIF DAN DENBOW, CFA -------------------------------------------------------------------------------- o HOW DID THE GLOBAL FINANCIAL MARKETS PERFORM DURING THE REPORTING PERIOD? The reporting period ended November 30, 2015, proved to be a challenging time for the world financial markets as concerns about slow global growth, China's currency devaluation, and the potential for an interest rate increase by the Federal Reserve (the Fed) combined to weigh upon investor sentiment. U.S. equities generally finished the reporting period with a negative return, but they generated returns above those of the international markets. The U.S. economy appeared to be on track to deliver growth of approximately 2% in the second half of 2015 amid strength in the housing market, employment, and consumer spending. While low compared to historical standards, this rate is nonetheless higher than the majority of the world's developed economies - a positive for U.S. stocks' relative performance during the reporting period. Within the domestic market, small-cap stocks generally underperformed large-cap stocks as investors appear averse to risk. Developed market international stocks finished with a loss and underperformed U.S. equities which was likely due to mounting concerns about slowing economic growth in both Europe and Japan. In addition, the weakness in foreign currencies relative to the U.S. dollar translated to lower total returns for U.S.-based investors. Emerging market stocks also generally finished the reporting period with a loss. Falling commodity prices, together with China's move toward a consumer-led economy from one driven ================================================================================ 2 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ primarily by fixed-asset investment, likely led to slower growth in the many exporting economies within the asset class. In addition, currency weakness compelled many central banks to raise interest rates even as growth slowed. Together, these factors caused the emerging markets to close the reporting period near the low end of their range for the past five years. The impact of weaker commodity prices was not limited to the emerging markets. Stocks in the gold-mining sector fell sharply as well, reflecting the effect of falling gold prices on their profit outlook. In the investment-grade bond market, U.S. Treasuries finished relatively flat. While investors remained on edge about the possibility of the Fed increasing interest rates, bonds gained a degree of support from the backdrop of below-trend growth and low inflation. Investment-grade corporate debt lagged, due largely to an increase in new-issue supply. High-yield bonds underperformed the investment-grade market by a considerable margin, as the weakness in commodity prices pressured the credit outlook for the many energy and mining issuers within the asset class. o HOW DID THE USAA CORNERSTONE AGGRESSIVE FUND (THE FUND) PERFORM DURING THE REPORTING PERIOD? For the reporting period ended November 30, 2015, the Fund had a total return of -5.43%. This compares to return of -5.43% for the MSCI All-Country World Index and -3.87% for the Cornerstone Aggressive Composite Index. USAA Asset Management Company (the Manager) is the Fund's investment adviser. The investment adviser provides day-to-day discretionary management for the Fund's assets. o PLEASE DISCUSS THE FACTORS THAT HELPED AND HURT PERFORMANCE. The Fund employs a diversified, long-term approach that favors undervalued market segments and avoids those that appear more richly Refer to page 8 for benchmark definitions. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 3 ================================================================================ priced. While this strategy led to underperformance during the reporting period, we remain confident in the Fund's overall positioning. The Fund's overweight in the developed international markets was the primary factor affecting relative performance during a time in which U.S. equities delivered superior returns. Nevertheless, we retain this positioning for the Fund on the belief that the foreign markets offer both attractive relative valuations and the potential for improving corporate earnings. In addition, we believe international equities can benefit from accommodative monetary policies of the central banks in Europe and Japan relative to the Fed's current monetary policy. The Fund's allocation to the emerging markets also pressured results given the substantial underperformance of this market segment. Although we trimmed the Fund's position during the course of the reporting period in order to manage risk, we maintained an allocation to emerging markets for the Fund on the belief that emerging-market stocks continue to offer superior long-term return potential relative to developed markets. The Fund's U.S. equity portfolio lost ground in the aggregate, but it outpaced the other allocations within the Fund. We continue to invest the Fund's domestic equity portfolio in large-cap stocks based on our belief that they offer attractive valuations relative to their mid- and small-cap counterparts. This aspect of our positioning for the Fund contributed to its performance during the reporting period, illustrating the potential benefits of our value-oriented approach. The Fund's investment-grade bond portfolio also decreased in value, but it provided both income and a measure of stability to the Fund's performance. At a time in which investors seemed to avoid bond market segments with the highest sensitivity to the growth outlook, the Fund's positions in high-yield and lower-rated investment grade corporate bonds detracted from its performance. We would note, however, that the Fund's allocation to these credit sectors has had a substantial positive impact on the bond portfolio's longer-term results. We offset some of the shortfall in the credit sectors through the Fund's allocation to longer maturity U.S. Treasuries, which finished the reporting period with a gain. We added this position earlier in the year as a "hedge" against market volatility, a move ================================================================================ 4 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ that proved well-timed given the subsequent underperformance of the credit-sensitive areas of the market. The Fund's commodities exposure, which is achieved through investments in a basket of exchange-traded funds (ETFs), natural resources companies, and gold stocks detracted from the Fund's performance. Although commodity prices fell sharply during the reporting period, we believe this asset class remains essential to diversification because of its potential to offset the potential long-term impact of inflation. The market backdrop remains uncertain as we move toward 2016, with the Fed's monetary policy, China's growth outlook, and geopolitical headlines all representing factors that are affecting investor sentiment. In this environment, our approach is to remain focused on identifying asset classes that have the potential to offer value. The reason for this is simple: valuation is one of the strongest predictors of longer-term returns. While a value-driven approach may not always work for a quarter-to-quarter basis, we measure success in years, not months. With this as background, we believe the Fund will be better served by a continued emphasis on diversification and a preference for market segments with attractive valuations. Thank you for your investment in the Fund. Asset Allocation funds may be invested in, among other things: (1) exchange-traded funds; (2) futures, options, and other derivatives; (3) non-investment grade securities; (4) precious metals and minerals companies; (5) real estate investment trusts; (6) money market instruments; (7) foreign and emerging markets. These types of investments and asset classes may be more volatile and prone to experience significant loss than others. In addition, its is possible that a particular asset allocation used by the Manager may not produce the intended result. 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 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. o Exchange Traded Funds (ETFs) are subject to risks similar to those of stocks. Investment returns may fluctuate and are subject to market volatility, so that an investor's shares, when redeemed or sold, may be worth more or less than their original cost. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 5 ================================================================================ INVESTMENT OVERVIEW USAA CORNERSTONE AGGRESSIVE FUND (THE FUND) (Ticker Symbol: UCAGX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $208.2 Million $202.3 Million Net Asset Value Per Share $11.68 $12.35 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR SINCE INCEPTION 6/8/12 -5.43% -2.84% 7.06% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR SINCE INCEPTION 6/8/12 -3.43% 6.25% -------------------------------------------------------------------------------- EXPENSE RATIOS AS OF 5/31/15** -------------------------------------------------------------------------------- BEFORE REIMBURSEMENT 1.54% AFTER REIMBURSEMENT 1.24% (Includes acquired fund fees and expenses of 0.14%) THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratios represent the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and are calculated as a percentage of average net assets. USAA Asset Management Company (the Manager) has agreed, through October 1, 2016, to make payments or waive management, administration, and other fees to limit the expenses of the Fund so that the total annual operating expenses (exclusive of commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 1.10% of the Fund's average net assets. This reimbursement arrangement may not be changed or terminated during this time period without approval of the Fund's Board of Trustees and may be changed or terminated by the Manager at any time after October 1, 2016. If the total annual operating expense ratio of the Fund is lower than 1.10%, the Fund will operate at the lower expense ratio. These expense ratios may differ from the expense ratios disclosed in the Financial Highlights, which excludes acquired fund fees and expenses. Effective, October 1, 2015, the investment management fee was decreased from 0.75% to 0.70% of the Fund's average net assets. 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. ================================================================================ 6 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] MSCI ALL-COUNTRY CORNERSTONE AGGRESSIVE USAA CORNERSTONE WORLD INDEX COMPOSITE INDEX AGGRESSIVE FUND 05/31/12 $10,000.00 $10,000.00 $10,000.00 06/30/12 10,493.89 10,375.19 10,330.00 07/31/12 10,637.55 10,512.07 10,390.00 08/31/12 10,868.84 10,708.77 10,610.00 09/30/12 11,211.17 10,965.51 10,850.00 10/31/12 11,136.45 10,884.98 10,810.00 11/30/12 11,278.85 10,984.63 10,870.00 12/31/12 11,534.33 11,164.56 11,071.06 01/31/13 12,065.70 11,586.21 11,399.70 02/28/13 12,063.82 11,627.36 11,327.81 03/31/13 12,281.81 11,858.61 11,502.40 04/30/13 12,635.33 12,110.82 11,656.45 05/31/13 12,600.66 12,100.44 11,605.10 06/30/13 12,232.36 11,814.94 11,276.46 07/31/13 12,817.95 12,280.90 11,697.53 08/31/13 12,550.90 12,052.86 11,471.59 09/30/13 13,199.17 12,536.33 11,820.77 10/31/13 13,729.68 12,947.18 12,211.03 11/30/13 13,924.12 13,100.30 12,344.54 12/31/13 14,164.33 13,292.33 12,509.86 01/31/14 13,597.75 12,973.13 12,155.11 02/28/14 14,254.63 13,499.26 12,624.63 03/31/14 14,318.01 13,541.51 12,645.49 04/30/14 14,454.31 13,631.63 12,739.40 05/31/14 14,761.74 13,875.31 12,937.63 06/30/14 15,039.67 14,121.09 13,188.04 07/31/14 14,857.12 13,926.31 12,989.80 08/31/14 15,185.29 14,250.64 13,219.34 09/30/14 14,693.04 13,846.68 12,812.43 10/31/14 14,796.48 14,021.69 12,895.90 11/30/14 15,043.98 14,208.40 13,052.40 12/31/14 14,753.68 14,042.85 12,855.85 01/31/15 14,523.01 13,914.63 12,758.13 02/28/15 15,331.53 14,497.23 13,290.17 03/31/15 15,093.98 14,359.85 13,105.58 04/30/15 15,531.92 14,614.57 13,344.46 05/31/15 15,511.65 14,641.37 13,409.60 06/30/15 15,146.48 14,370.10 13,116.44 07/31/15 15,278.01 14,457.58 13,192.45 08/31/15 14,230.69 13,708.05 12,454.10 09/30/15 13,715.12 13,351.28 12,074.07 10/31/15 14,791.55 14,148.43 12,768.98 11/30/15 14,669.41 14,074.73 12,682.12 [END CHART] Data from 5/31/12 through 11/30/15.* 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. *The performance of the MSCI All-Country World Index and the Cornerstone Aggressive Composite Index are calculated from the end of the month, May 31, 2012, while the inception date of the Cornerstone Aggressive Fund is June 8, 2012. There may be a slight variation of the performance numbers because of this difference. ================================================================================ INVESTMENT OVERVIEW | 7 ================================================================================ The graph on page 7 illustrates the comparison of a $10,000 hypothetical investment in the USAA Cornerstone Aggressive Fund to the benchmarks listed below. The Manager has developed the Cornerstone Aggressive Composite Index, which is used to measure the Fund's performance. The custom benchmark was created by the Manager to show how the Fund's performance compares with the returns of an index or indexes with similar asset allocations. o The unmanaged MSCI All-Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. o The Cornerstone Aggressive Composite Index is a combination of unmanaged indexes representing the Fund's model allocation, and consists of the MSCI USA Investable Market Index (IMI) (46%), the MSCI ACWI ex USA IMI (30%), the Barclays U.S. Universal Index (18%), the Bloomberg Commodity Index Total Return (2%), the MSCI U.S. Real Estate Investment Trust (REIT) Index (2%), and the Barclays U.S. Treasury - Bills (1-3M) (2%). ================================================================================ 8 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ o TOP 10 HOLDINGS* - 11/30/15 o (% of Net Assets) iShares Core MSCI EAFE ETF** ............................................. 10.7% iShares MSCI EAFE ETF** .................................................. 4.5% Vanguard FTSE Europe ETF** ............................................... 3.3% iShares Core MSCI Emerging Markets ETF** ................................. 3.2% Vanguard FTSE Developed Markets ETF** .................................... 3.1% iShares Core S&P 500 ETF** ............................................... 2.9% Vanguard S&P 500 ETF** ................................................... 2.0% Vanguard Small-Cap Value ETF** ........................................... 1.9% General Electric Co. ..................................................... 1.3% Bank of America Corp. .................................................... 1.2% * 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 11-32. ================================================================================ INVESTMENT OVERVIEW | 9 ================================================================================ o ASSET ALLOCATION - 11/30/15 o [PIE CHART OF ASSET ALLOCATION] U.S. EQUITY SECURITIES* 46.7% INTERNATIONAL EQUITY SECURITIES* 33.4% CORPORATE OBLIGATIONS 5.3% MONEY MARKET INSTRUMENTS 4.6% U.S. TREASURY SECURITIES 3.3% PRECIOUS METALS AND COMMODITY-RELATED SECURITIES* 1.8% COMMERCIAL MORTGAGE SECURITIES 1.7% EURODOLLAR AND YANKEE OBLIGATIONS 1.6% GLOBAL REAL ESTATE EQUITY SECURITIES 1.0% U.S. GOVERNMENT AGENCY ISSUES 0.3% COLLATERALIZED MORTGAGE OBLIGATIONS 0.2% [END CHART] * The Fund may rely on certain Securities and Exchange Commission (SEC) exemptive orders or rules that permit funds meeting various conditions to invest in an exchange-traded fund (ETF) in amounts exceeding limits set forth in the Investment Company Act of 1940, as amended, that would otherwise be applicable. Percentages are of the net assets of the Fund and may not equal 100%. You will find a complete list of securities that the Fund owns on pages 11-32. ================================================================================ 10 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- U.S. EQUITY SECURITIES (46.7%) COMMON STOCKS (34.8%) CONSUMER DISCRETIONARY (5.2%) ----------------------------- ADVERTISING (0.5%) 15,100 Omnicom Group, Inc. $ 1,116 -------- APPAREL RETAIL (0.5%) 1,290 Caleres, Inc. 36 1,650 Finish Line, Inc. "A" 27 13,100 TJX Companies, Inc. 925 -------- 988 -------- AUTO PARTS & EQUIPMENT (0.9%) 15,700 BorgWarner, Inc. 670 2,570 Dana Holding Corp. 42 2,410 Gentex Corp. 40 610 Gentherm, Inc.* 31 12,300 Johnson Controls, Inc. 566 12,200 Magna International, Inc. 555 -------- 1,904 -------- AUTOMOBILE MANUFACTURERS (0.3%) 37,900 Ford Motor Co. 543 940 Thor Industries, Inc. 55 -------- 598 -------- AUTOMOTIVE RETAIL (0.1%) 1,310 CST Brands, Inc. 49 580 Lithia Motors, Inc. "A" 72 560 Murphy USA, Inc.* 33 -------- 154 -------- BROADCASTING (0.5%) 19,000 CBS Corp. "B" 959 -------- FOOTWEAR (0.0%) 2,370 Wolverine World Wide, Inc. 43 -------- GENERAL MERCHANDISE STORES (0.5%) 15,300 Dollar General Corp. 1,001 -------- ================================================================================ PORTFOLIO OF INVESTMENTS | 11 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- HOME IMPROVEMENT RETAIL (0.1%) 1,500 Home Depot, Inc. $ 201 -------- HOMEBUILDING (0.1%) 2,130 M/I Homes, Inc.* 50 1,260 Meritage Homes Corp.* 47 40 NVR, Inc.* 67 5,660 TRI Pointe Group, Inc.* 79 -------- 243 -------- HOTELS, RESORTS & CRUISE LINES (1.4%) 19,000 Carnival Corp. 960 5,000 Hilton Worldwide Holdings, Inc. 116 32,000 Norwegian Cruise Line Holdings Ltd.* 1,838 -------- 2,914 -------- INTERNET RETAIL (0.1%) 2,200 Expedia, Inc. 271 -------- PUBLISHING (0.0%) 2,240 Gannett Co., Inc. 38 930 Meredith Corp. 44 -------- 82 -------- SPECIALIZED CONSUMER SERVICES (0.2%) 8,100 H&R Block, Inc. 297 1,560 Sotheby's 44 -------- 341 -------- SPECIALTY STORES (0.0%) 1,320 Dick's Sporting Goods, Inc. 52 980 Hibbett Sports, Inc.* 32 -------- 84 -------- Total Consumer Discretionary 10,899 -------- CONSUMER STAPLES (1.7%) ----------------------- AGRICULTURAL PRODUCTS (0.0%) 870 Ingredion, Inc. 86 -------- DRUG RETAIL (0.7%) 7,850 CVS Health Corp. 739 9,200 Walgreens Boots Alliance, Inc. 773 -------- 1,512 -------- FOOD RETAIL (0.3%) 620 Casey's General Stores, Inc. 72 14,900 Kroger Co. 561 -------- 633 -------- ================================================================================ 12 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- HOUSEHOLD PRODUCTS (0.3%) 7,400 Procter & Gamble Co. $ 554 -------- PACKAGED FOODS & MEAT (0.0%) 2,660 Flowers Foods, Inc. 62 -------- PERSONAL PRODUCTS (0.0%) 570 Edgewell Personal Care Co. 46 -------- SOFT DRINKS (0.4%) 7,400 PepsiCo, Inc. 741 -------- Total Consumer Staples 3,634 -------- ENERGY (2.3%) ------------- INTEGRATED OIL & GAS (1.1%) 6,350 Chevron Corp. 580 22,520 Occidental Petroleum Corp. 1,702 -------- 2,282 -------- OIL & GAS DRILLING (0.0%) 3,170 Atwood Oceanics, Inc. 50 -------- OIL & GAS EQUIPMENT & SERVICES (0.4%) 7,540 Halliburton Co. 300 3,500 Helix Energy Solutions Group, Inc.* 23 2,530 Hornbeck Offshore Services, Inc.* 31 5,400 Schlumberger Ltd. 417 -------- 771 -------- OIL & GAS EXPLORATION & PRODUCTION (0.8%) 7,100 Anadarko Petroleum Corp. 425 6,328 California Resources Corp. 26 1,900 Cimarex Energy Co. 226 10,400 ConocoPhillips(a) 562 3,400 EOG Resources, Inc. 284 8,400 Marathon Oil Corp. 147 -------- 1,670 -------- OIL & GAS REFINING & MARKETING (0.0%) 1,730 Green Plains, Inc. 41 650 REX American Resources Corp.* 41 -------- 82 -------- Total Energy 4,855 -------- FINANCIALS (6.0%) ----------------- ASSET MANAGEMENT & CUSTODY BANKS (0.4%) 3,600 Ameriprise Financial, Inc. 406 4,600 Bank of New York Mellon Corp. 202 ================================================================================ PORTFOLIO OF INVESTMENTS | 13 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- 2,460 Eaton Vance Corp. $ 88 1,520 Waddell & Reed Financial, Inc. "A" 57 -------- 753 -------- CONSUMER FINANCE (0.8%) 17,120 Capital One Financial Corp. 1,344 790 Encore Capital Group, Inc.* 26 12,314 Synchrony Financial* 392 -------- 1,762 -------- DIVERSIFIED BANKS (2.8%) 146,100 Bank of America Corp. 2,547 27,310 Citigroup, Inc. 1,477 21,810 JPMorgan Chase & Co. 1,454 5,030 Wells Fargo & Co. 277 -------- 5,755 -------- INVESTMENT BANKING & BROKERAGE (0.1%) 2,260 Raymond James Financial, Inc. 133 -------- LIFE & HEALTH INSURANCE (0.2%) 1,390 American Equity Investment Life Insurance Co. 37 6,000 MetLife, Inc. 307 -------- 344 -------- MULTI-LINE INSURANCE (0.0%) 410 American Financial Group, Inc. 30 -------- PROPERTY & CASUALTY INSURANCE (0.1%) 790 AMERISAFE, Inc. 43 540 Hanover Insurance Group, Inc. 46 2,820 Old Republic International Corp. 53 1,550 Selective Insurance Group, Inc. 53 850 W.R. Berkley Corp. 47 -------- 242 -------- REGIONAL BANKS (1.4%) 530 Bank of Hawaii Corp. 37 2,190 Cathay General Bancorp 75 520 Cullen/Frost Bankers, Inc. 36 2,920 F.N.B. Corp. 42 48,900 Fifth Third Bancorp 1,011 1,810 FirstMerit Corp. 37 2,300 Fulton Financial Corp. 33 102,600 KeyCorp 1,345 4,380 National Penn Bancshares, Inc. 55 1,700 PNC Financial Services Group, Inc. 162 ================================================================================ 14 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- 660 Prosperity Bancshares, Inc. $ 37 2,640 TCF Financial Corp. 40 1,640 Webster Financial Corp. 66 3,610 Wilshire Bancorp, Inc. 45 -------- 3,021 -------- REINSURANCE (0.1%) 80 Alleghany Corp.* 41 590 Endurance Specialty Holdings Ltd. 39 500 Reinsurance Group of America, Inc. 46 -------- 126 -------- SPECIALIZED FINANCE (0.0%) 860 Atlas Air Worldwide Holdings, Inc.* 36 -------- THRIFTS & MORTGAGE FINANCE (0.1%) 3,220 Astoria Financial Corp. 52 6,220 New York Community Bancorp, Inc. 102 2,120 Washington Federal, Inc. 55 -------- 209 -------- Total Financials 12,411 -------- HEALTH CARE (6.1%) ------------------ BIOTECHNOLOGY (2.2%) 34,400 AbbVie, Inc. 2,000 4,400 Amgen, Inc. 709 910 Enanta Pharmaceuticals, Inc.* 29 15,950 Gilead Sciences, Inc. 1,690 480 United Therapeutics Corp.* 73 -------- 4,501 -------- HEALTH CARE DISTRIBUTORS (0.3%) 3,110 Cardinal Health, Inc. 270 1,900 McKesson Corp. 360 1,270 Owens & Minor, Inc. 49 -------- 679 -------- HEALTH CARE EQUIPMENT (1.2%) 1,440 CONMED Corp. 61 1,010 Greatbatch, Inc.* 59 24,200 Hologic, Inc.* 977 1,610 Masimo Corp.* 67 16,000 Medtronic plc 1,205 700 Teleflex, Inc. 92 -------- 2,461 -------- ================================================================================ PORTFOLIO OF INVESTMENTS | 15 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- HEALTH CARE FACILITIES (0.0%) 1,100 Ensign Group, Inc. $ 52 -------- HEALTH CARE SERVICES (0.1%) 340 Chemed Corp. 53 1,030 MEDNAX, Inc.* 73 -------- 126 -------- HEALTH CARE SUPPLIES (0.0%) 1,010 Anika Therapeutics, Inc.* 42 -------- LIFE SCIENCES TOOLS & SERVICES (0.1%) 440 Bio-Rad Laboratories, Inc. "A"* 62 840 Cambrex Corp.* 45 -------- 107 -------- MANAGED HEALTH CARE (0.1%) 2,700 UnitedHealth Group, Inc. 304 -------- PHARMACEUTICALS (2.1%) 2,400 Allergan plc* 754 320 DepoMed, Inc.* 6 7,490 Johnson & Johnson 758 670 Lannett Co., Inc.* 25 21,100 Merck & Co., Inc. 1,119 52,676 Pfizer, Inc. 1,726 1,400 Prestige Brands Holdings, Inc.* 71 -------- 4,459 -------- Total Health Care 12,731 -------- INDUSTRIALS (3.9%) ------------------ AEROSPACE & DEFENSE (0.7%) 7,200 Honeywell International, Inc. 749 680 Moog, Inc. "A"* 45 1,800 Raytheon Co. 223 520 Teledyne Technologies, Inc.* 48 1,700 TransDigm Group, Inc.* 399 -------- 1,464 -------- AGRICULTURAL & FARM MACHINERY (0.0%) 740 AGCO Corp. 37 -------- AIRLINES (0.5%) 10,300 Southwest Airlines Co. 472 10,400 United Continental Holdings, Inc.* 580 -------- 1,052 -------- ================================================================================ 16 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- BUILDING PRODUCTS (0.0%) 690 Universal Forest Products, Inc. $ 53 -------- COMMERCIAL PRINTING (0.0%) 950 Deluxe Corp. 56 -------- CONSTRUCTION & ENGINEERING (0.0%) 940 EMCOR Group, Inc. 48 -------- CONSTRUCTION MACHINERY & HEAVY TRUCKS (0.0%) 1,220 Trinity Industries, Inc. 33 -------- DIVERSIFIED SUPPORT SERVICES (0.1%) 640 G & K Services, Inc. "A" 43 300 UniFirst Corp. 32 -------- 75 -------- ELECTRICAL COMPONENTS & EQUIPMENT (0.2%) 6,550 Eaton Corp. plc 381 760 EnerSys 45 -------- 426 -------- ENVIRONMENTAL & FACILITIES SERVICES (0.1%) 1,240 ABM Industries, Inc. 37 1,260 Tetra Tech, Inc. 35 -------- 72 -------- HEAVY ELECTRICAL EQUIPMENT (0.0%) 670 AZZ, Inc. 40 -------- HUMAN RESOURCE & EMPLOYMENT SERVICES (0.1%) 1,240 Korn/Ferry International 46 1,010 ManpowerGroup, Inc. 91 1,060 On Assignment, Inc.* 49 -------- 186 -------- INDUSTRIAL CONGLOMERATES (1.5%) 4,750 Carlisle Companies, Inc. 420 87,347 General Electric Co. 2,615 -------- 3,035 -------- INDUSTRIAL MACHINERY (0.6%) 870 Barnes Group, Inc. 34 610 Crane Co. 32 470 Graco, Inc. 35 1,170 Mueller Industries, Inc. 37 660 Nordson Corp. 48 10,300 Stanley Black & Decker, Inc. 1,124 -------- 1,310 -------- ================================================================================ PORTFOLIO OF INVESTMENTS | 17 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- OFFICE SERVICES & SUPPLIES (0.0%) 1,000 Essendant, Inc. $ 36 -------- RAILROADS (0.0%) 720 Genesee & Wyoming, Inc. "A"* 50 -------- TRADING COMPANIES & DISTRIBUTORS (0.1%) 720 Applied Industrial Technologies, Inc. 31 770 GATX Corp. 35 -------- 66 -------- TRUCKING (0.0%) 2,220 Knight Transportation, Inc. 59 -------- Total Industrials 8,098 -------- INFORMATION TECHNOLOGY (6.7%) ----------------------------- APPLICATION SOFTWARE (0.1%) 1,180 Ebix, Inc. 44 3,340 Mentor Graphics Corp. 63 2,760 Synopsys, Inc.* 138 -------- 245 -------- COMMUNICATIONS EQUIPMENT (1.1%) 1,990 ARRIS Group, Inc.* 61 74,300 Cisco Systems, Inc. 2,025 1,290 Plantronics, Inc. 68 3,300 QUALCOMM, Inc. 161 -------- 2,315 -------- DATA PROCESSING & OUTSOURCED SERVICES (0.9%) 1,900 Alliance Data Systems Corp.* 545 1,470 Broadridge Financial Solutions, Inc. 81 2,380 Convergys Corp. 62 1,320 CSG Systems International, Inc. 47 460 DST Systems, Inc. 56 1,580 Global Payments, Inc. 112 7,100 MasterCard, Inc. "A" 695 1,420 Sykes Enterprises, Inc.* 45 1,900 Visa, Inc. "A" 150 -------- 1,793 -------- ELECTRONIC COMPONENTS (0.0%) 400 Littelfuse, Inc. 43 -------- ELECTRONIC EQUIPMENT & INSTRUMENTS (0.0%) 1,390 Keysight Technologies, Inc.* 43 -------- ================================================================================ 18 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- ELECTRONIC MANUFACTURING SERVICES (0.1%) 2,810 Jabil Circuit, Inc. $ 72 940 Methode Electronics, Inc. 34 1,010 Plexus Corp.* 37 -------- 143 -------- INTERNET SOFTWARE & SERVICES (1.3%) 2,645 Alphabet, Inc. "A"* 2,018 5,300 Facebook, Inc. "A"* 553 1,060 J2 Global, Inc. 85 -------- 2,656 -------- SEMICONDUCTOR EQUIPMENT (0.1%) 12,500 Applied Materials, Inc. 235 710 Cabot Microelectronics Corp.* 30 900 MKS Instruments, Inc. 33 1,130 Tessera Technologies, Inc. 36 -------- 334 -------- SEMICONDUCTORS (0.2%) 5,490 Intel Corp. 191 15,000 Micron Technology, Inc.* 239 -------- 430 -------- SYSTEMS SOFTWARE (1.7%) 46,100 Microsoft Corp. 2,505 24,600 Oracle Corp. 959 -------- 3,464 -------- TECHNOLOGY DISTRIBUTORS (0.1%) 1,120 Arrow Electronics, Inc.* 63 1,220 Avnet, Inc. 55 450 ePlus, Inc.* 40 1,830 Ingram Micro, Inc. "A" 57 500 SYNNEX Corp. 47 670 Tech Data Corp.* 45 -------- 307 -------- TECHNOLOGY HARDWARE, STORAGE, & PERIPHERALS (1.1%) 9,615 Apple, Inc. 1,137 50,600 HP, Inc. 635 4,300 Seagate Technology plc 155 4,600 Western Digital Corp. 287 -------- 2,214 -------- Total Information Technology 13,987 -------- ================================================================================ PORTFOLIO OF INVESTMENTS | 19 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- MATERIALS (1.3%) ---------------- COMMODITY CHEMICALS (0.1%) 2,500 LyondellBasell Industries N.V. "A" $ 240 -------- DIVERSIFIED CHEMICALS (0.5%) 79,400 Huntsman Corp. 994 -------- DIVERSIFIED METALS & MINING (0.3%) 460 Compass Minerals International, Inc. 38 64,400 Freeport-McMoRan, Inc. 527 -------- 565 -------- METAL & GLASS CONTAINERS (0.0%) 560 AptarGroup, Inc. 42 -------- PAPER PACKAGING (0.2%) 9,030 Bemis Co., Inc. 425 810 Sonoco Products Co. 36 -------- 461 -------- PAPER PRODUCTS (0.0%) 1,870 KapStone Paper & Packaging Corp. 45 -------- SPECIALTY CHEMICALS (0.1%) 1,330 Albemarle Corp. 71 660 Innospec, Inc. 39 720 Stepan Co. 37 1,060 Valspar Corp. 90 -------- 237 -------- STEEL (0.1%) 890 Reliance Steel & Aluminum Co. 52 -------- Total Materials 2,636 -------- TELECOMMUNICATION SERVICES (0.6%) --------------------------------- INTEGRATED TELECOMMUNICATION SERVICES (0.6%) 25,561 Verizon Communications, Inc. 1,162 -------- UTILITIES (1.0%) ---------------- ELECTRIC UTILITIES (0.9%) 840 ALLETE, Inc. 43 7,800 American Electric Power Co., Inc. 437 17,100 Edison International 1,015 3,100 NextEra Energy, Inc. 310 2,010 OGE Energy Corp. 52 -------- 1,857 -------- ================================================================================ 20 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- GAS UTILITIES (0.1%) 1,220 Laclede Group, Inc. $ 71 2,150 South Jersey Industries, Inc. 49 -------- 120 -------- INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (0.0%) 4,380 Talen Energy Corp.* 34 -------- MULTI-UTILITIES (0.0%) 1,140 Avista Corp. 39 1,020 NorthWestern Corp. 56 -------- 95 -------- Total Utilities 2,106 -------- Total Common Stocks (cost: $67,160) 72,519 -------- PREFERRED STOCKS (0.7%) CONSUMER STAPLES (0.2%) ----------------------- AGRICULTURAL PRODUCTS (0.2%) 8,000 CHS, Inc., Series B, 7.88%, cumulative redeemable, perpetual 231 2,000 Dairy Farmers of America, Inc., 7.88%, cumulative redeemable, perpetual(b) 210 -------- 441 -------- Total Consumer Staples 441 -------- ENERGY (0.2%) ------------- OIL & GAS EXPLORATION & PRODUCTION (0.0%) 300 Chesapeake Energy Corp., 5.75%, perpetual(b) 82 -------- 82 -------- OIL & GAS STORAGE & TRANSPORTATION (0.2%) 150 Kinder Morgan G.P., Inc., 4.13%, cumulative redeemable(b) 139 10,645 NuStar Logistics, LP, 7.63% 267 -------- 406 -------- Total Energy 488 -------- FINANCIALS (0.3%) ----------------- LIFE & HEALTH INSURANCE (0.2%) 12,000 Delphi Financial Group, Inc., 7.38%, cumulative redeemable 298 -------- REGIONAL BANKS (0.1%) 235 M&T Bank Corp., 6.38%, cumulative redeemable, perpetual 243 -------- Total Financials 541 -------- Total Preferred Stocks (cost: $1,624) 1,470 -------- ================================================================================ PORTFOLIO OF INVESTMENTS | 21 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- EQUITY EXCHANGE-TRADED FUNDS (8.3%) 28,700 iShares Core S&P 500 ETF $ 6,023 2,100 iShares Core S&P Mid-Cap ETF 307 8,990 SPDR S&P 500 ETF Trust 1,876 8,200 Vanguard Mid-Cap ETF 1,017 21,340 Vanguard S&P 500 ETF 4,083 37,900 Vanguard Small-Cap Value ETF 3,966 -------- Total Equity Exchange-Traded Funds (cost: $16,714) 17,272 -------- FIXED-INCOME EXCHANGE-TRADED FUNDS (2.9%) 16,940 iShares 20+ Year Treasury Bond ETF 2,057 10,300 iShares 7-10 Year Treasury Bond ETF 1,096 30,400 iShares iBoxx High Yield Corporate Bond ETF 2,525 3,700 Vanguard Total Bond Market ETF 301 -------- Total Fixed-Income Exchange-Traded Funds (cost: $6,045) 5,979 -------- Total U.S. Equity Securities (cost: $91,543) 97,240 -------- INTERNATIONAL EQUITY SECURITIES (33.4%) COMMON STOCKS (1.4%) ENERGY (0.5%) ------------- INTEGRATED OIL & GAS (0.5%) 23,100 Royal Dutch Shell plc ADR "A" 1,149 -------- FINANCIALS (0.2%) ----------------- PROPERTY & CASUALTY INSURANCE (0.2%) 11,600 XL Group plc 443 -------- HEALTH CARE (0.4%) ------------------ PHARMACEUTICALS (0.4%) 4,400 Novartis AG ADR 375 10,900 Roche Holdings Ltd. ADR 365 -------- 740 -------- Total Health Care 740 -------- INFORMATION TECHNOLOGY (0.3%) ----------------------------- SEMICONDUCTORS (0.3%) 6,472 NXP Semiconductors N.V.* 605 -------- Total Common Stocks (cost: $2,805) 2,937 -------- ================================================================================ 22 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- EXCHANGE-TRADED FUNDS (32.0%) 14,112 EGShares Emerging Markets Consumer ETF $ 325 398,000 iShares Core MSCI EAFE ETF 22,224 160,700 iShares Core MSCI Emerging Markets ETF 6,648 40,200 iShares Currency Hedged MSCI EAFE ETF 1,076 154,493 iShares MSCI EAFE ETF 9,370 34,100 iShares MSCI EAFE Minimum Volatility ETF 2,223 90,710 iShares MSCI Japan ETF 1,124 14,236 iShares MSCI Turkey ETF 546 7,300 PowerShares FTSE RAFI Developed Markets ex-U.S. Portfolio 276 96,600 PowerShares FTSE RAFI Emerging Markets Portfolio 1,438 79,800 Schwab Fundamental International Large Co. Index ETF 2,005 6,200 SPDR S&P China ETF 478 14,790 SPDR S&P Emerging Markets SmallCap ETF 575 172,300 Vanguard FTSE Developed Markets ETF 6,504 133,300 Vanguard FTSE Europe ETF 6,856 8,244 WisdomTree Emerging Markets High Dividend Fund 277 16,645 WisdomTree Emerging Markets SmallCap Dividend Fund 603 22,200 WisdomTree Europe Hedged Equity Fund 1,397 55,907 WisdomTree India Earnings Fund 1,110 29,900 WisdomTree Japan Hedged Equity Fund 1,645 -------- Total Exchange-Traded Funds (cost: $69,301) 66,700 -------- Total International Equity Securities (cost: $72,106) 69,637 -------- PRECIOUS METALS AND COMMODITY-RELATED SECURITIES (1.8%) GOLD (0.0%) NORTH AMERICAN GOLD COMPANIES (0.0%) 8,197 Hycroft Mining Corp., acquired 5/21/2015 - 6/09/2015; cost $258*(c),(d) 6 -------- EXCHANGE-TRADED FUNDS (1.8%) 24,300 First Trust Global Tactical Commodity Strategy Fund* 506 51,700 Market Vectors Gold Miners ETF 711 28,600 PowerShares DB Commodity Index Tracking Fund* 406 50,600 United States Commodity Index Fund* 2,047 -------- Total Exchange-Traded Funds 3,670 -------- Total Precious Metals and Commodity-Related Securities (cost: $4,936) 3,676 -------- GLOBAL REAL ESTATE EQUITY SECURITIES (1.0%) COMMON STOCKS (0.4%) REAL ESTATE SERVICES (0.0%) 600 Jones Lang LaSalle, Inc. 100 -------- ================================================================================ PORTFOLIO OF INVESTMENTS | 23 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- REITs - DIVERSIFIED (0.1%) 1,670 PS Business Parks, Inc. $ 148 -------- REITs - HEALTH CARE (0.1%) 4,310 Care Capital Properties, Inc. 136 -------- REITs - RETAIL (0.1%) 1,480 Taubman Centers, Inc. 106 -------- REITs - SPECIALIZED (0.1%) 4,750 Corrections Corp. of America 122 2,600 Lamar Advertising Co. 152 -------- Total REITs - Specialized 274 -------- Total Common Stocks (cost: $791) 764 -------- PREFERRED STOCKS (0.1%) REITs - MORTGAGE (0.1%) 8,000 Arbor Realty Trust, Inc., 7.38% 198 -------- REITs - OFFICE (0.0%) 4,000 Equity Commonwealth, Series E, 7.25%, cumulative redeemable, perpetual 103 -------- Total Preferred Stocks (cost: $297) 301 -------- EXCHANGE-TRADED FUNDS (0.5%) 13,760 Vanguard REIT ETF (cost: $1,057) 1,092 -------- Total Global Real Estate Equity Securities (cost: $2,145) 2,157 -------- -------------------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT COUPON (000) RATE MATURITY -------------------------------------------------------------------------------------------------------- BONDS (12.4%) CORPORATE OBLIGATIONS (5.3%) CONSUMER DISCRETIONARY (0.4%) ----------------------------- DEPARTMENT STORES (0.1%) $ 99 J.C. Penney Corp., Inc.(e) 6.00% 5/22/2018 99 -------- PUBLISHING (0.0%) 97 Cengage Learning Acquisitions, Inc.(e) 7.00 3/31/2020 95 -------- SPECIALTY STORES (0.3%) 200 Guitar Center, Inc.(b) 6.50 4/15/2019 183 300 Staples, Inc.(e),(f) 3.50 4/07/2021 297 150 Toys R Us Property Co. II, LLC 8.50 12/01/2017 141 -------- 621 -------- Total Consumer Discretionary 815 -------- ================================================================================ 24 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- CONSUMER STAPLES (0.1%) ----------------------- PACKAGED FOODS & MEAT (0.1%) $ 100 JM Smucker Co. 4.38% 3/15/2045 $ 98 -------- ENERGY (0.7%) ------------- OIL & GAS DRILLING (0.0%) 261 Schahin II Finance Co. SPV Ltd.(b),(g) 5.88 9/25/2023 56 -------- OIL & GAS EXPLORATION & PRODUCTION (0.1%) 200 Newfield Exploration Co. 5.38 1/01/2026 183 -------- OIL & GAS STORAGE & TRANSPORTATION (0.6%) 350 DCP Midstream, LLC(b) 5.85 5/21/2043 278 100 Enbridge Energy Partners, LP 7.38 10/15/2045 102 200 Enbridge Energy Partners, LP 8.05 10/01/2077 179 300 Energy Transfer Partners, LP 3.35(h) 11/01/2066 209 200 Enterprise Products Operating, LLC 7.00 6/01/2067 179 100 Martin Midstream Partners, LP 7.25 2/15/2021 95 190 Southern Union Co. 3.35(h) 11/01/2066 115 -------- 1,157 -------- Total Energy 1,396 -------- FINANCIALS (2.2%) ----------------- ASSET MANAGEMENT & CUSTODY BANKS (0.1%) 200 Prospect Capital Corp. 5.00 7/15/2019 203 -------- LIFE & HEALTH INSURANCE (0.5%) 300 Lincoln National Corp. 7.00(h) 5/17/2066 248 200 MetLife, Inc. 6.40 12/15/2066 221 200 Prudential Financial, Inc. 5.63 6/15/2043 209 350 StanCorp Financial Group, Inc. 6.90 6/01/2067 300 -------- 978 -------- MULTI-LINE INSURANCE (0.4%) 325 Genworth Holdings, Inc. 6.15 11/15/2066 125 500 Glen Meadow Pass-Through Trust(b) 6.51 2/12/2067 432 300 Nationwide Mutual Insurance Co.(b) 2.63(h) 12/15/2024 288 -------- 845 -------- OTHER DIVERSIFIED FINANCIAL SERVICES (0.1%) 250 GE Capital Trust I 6.38 11/15/2067 267 50 General Electric Capital Corp. 6.38 11/15/2067 53 -------- 320 -------- PROPERTY & CASUALTY INSURANCE (0.6%) 200 Allstate Corp. 5.75 8/15/2053 207 200 AmTrust Financial Services, Inc. 6.13 8/15/2023 210 ================================================================================ PORTFOLIO OF INVESTMENTS | 25 ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- $ 200 HSB Group, Inc.(d) 1.23%(h) 7/15/2027 $ 150 250 Ironshore Holdings, Inc.(b) 8.50 5/15/2020 290 395 Oil Insurance Ltd.(b) 3.31(h) -(i) 352 100 Progressive Corp. 6.70 6/15/2067 100 -------- 1,309 -------- REAL ESTATE DEVELOPMENT (0.1%) 200 Forestar USA Real Estate Group, Inc.(b) 8.50 6/01/2022 201 -------- REGIONAL BANKS (0.3%) 200 Compass Bank 3.88 4/10/2025 186 175 Cullen/Frost Capital Trust II 1.87(h) 3/01/2034 156 50 First Maryland Capital Trust I 1.32(h) 1/15/2027 42 200 SunTrust Capital I 1.03(h) 5/15/2027 167 -------- 551 -------- THRIFTS & MORTGAGE FINANCE (0.1%) 100 Ocwen Financial Corp.(b) 6.63 5/15/2019 90 200 Walter Investment Management Corp. 7.88 12/15/2021 159 -------- 249 -------- Total Financials 4,656 -------- HEALTH CARE (0.1%) ------------------ PHARMACEUTICALS (0.1%) 200 Valeant Pharmaceuticals International, Inc.(b) 6.38 10/15/2020 184 -------- INDUSTRIALS (0.3%) ------------------ AEROSPACE & DEFENSE (0.2%) 350 Constellis Holdings, LLC & Constellis Finance Corp.(b) 9.75 5/15/2020 292 100 Moog, Inc.(b) 5.25 12/01/2022 102 -------- 394 -------- AIRLINES (0.0%) 52 Continental Airlines, Inc. Pass-Through Trust 6.25 10/11/2021 55 -------- ELECTRICAL COMPONENTS & EQUIPMENT (0.1%) 100 Artesyn Embedded Technologies, Inc.(b) 9.75 10/15/2020 95 -------- MARINE (0.0%) 100 Navios Maritime Holdings, Inc.(b) 7.38 1/15/2022 76 -------- TRADING COMPANIES & DISTRIBUTORS (0.0%) 75 ILFC E-Capital Trust I(b) 4.57(h) 12/21/2065 71 -------- Total Industrials 691 -------- ================================================================================ 26 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- INFORMATION TECHNOLOGY (0.1%) ----------------------------- SYSTEMS SOFTWARE (0.1%) $ 100 Ensemble S Merger Sub, Inc.(b) 9.00% 9/30/2023 $ 100 -------- 150 Informatica, LLC(b) 7.13 7/15/2023 144 -------- 244 -------- Total Information Technology 244 -------- MATERIALS (0.1%) ---------------- DIVERSIFIED METALS & MINING (0.1%) 400 Freeport-McMoRan, Inc. 5.45 3/15/2043 253 -------- TELECOMMUNICATION SERVICES (0.4%) --------------------------------- INTEGRATED TELECOMMUNICATION SERVICES (0.3%) 100 CenturyLink, Inc. 7.65 3/15/2042 81 300 Frontier Communications Corp.(b) 11.00 9/15/2025 295 100 GCI, Inc. 6.88 4/15/2025 104 -------- 480 -------- WIRELESS TELECOMMUNICATION SERVICES (0.1%) 350 Sprint Corp. 7.13 6/15/2024 269 -------- Total Telecommunication Services 749 -------- UTILITIES (0.9%) ---------------- ELECTRIC UTILITIES (0.3%) 200 NextEra Energy Capital Holdings, Inc. 6.35 10/01/2066 156 174 NextEra Energy Capital Holdings, Inc. 6.65 6/15/2067 140 50 NextEra Energy Capital Holdings, Inc. 7.30 9/01/2067 49 300 PPL Capital Funding, Inc. 6.70 3/30/2067 248 251 Texas Competitive Electric Holdings Co., LLC(e) 4.68 10/10/2017 86 -------- 679 -------- MULTI-UTILITIES (0.6%) 50 Dominion Resources, Inc. 7.50 6/30/2066 44 150 Dominion Resources, Inc. 2.63(h) 9/30/2066 118 300 Integrys Holding, Inc. 6.11 12/01/2066 242 500 Puget Sound Energy, Inc. 6.97 6/01/2067 419 500 WEC Energy Group, Inc. 6.25 5/15/2067 412 -------- 1,235 -------- Total Utilities 1,914 -------- Total Corporate Obligations (cost: $12,339) 11,000 -------- ================================================================================ PORTFOLIO OF INVESTMENTS | 27 ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- EURODOLLAR AND YANKEE OBLIGATIONS (1.6%) CONSUMER DISCRETIONARY (0.1%) ----------------------------- CABLE & SATELLITE (0.1%) $ 100 Neptune Finco Corp.(b) 10.88% 10/15/2025 $ 106 ENERGY (0.1%) ------------- OIL & GAS STORAGE & TRANSPORTATION (0.1%) 400 TransCanada PipeLines Ltd. 6.35 5/15/2067 327 -------- FINANCIALS (0.5%) ----------------- DIVERSIFIED BANKS (0.1%) 50 Barclays Bank plc(b) 7.70 -(i) 55 200 Lloyds Bank plc 0.69(h) -(i) 122 -------- 177 -------- LIFE & HEALTH INSURANCE (0.2%) 370 Great-West Life & Annuity Insurance Capital, LP(b) 7.15(h) 5/16/2046 373 -------- MULTI-LINE INSURANCE (0.1%) 150 ZFS Finance USA Trust V(b) 6.50 5/09/2067 154 -------- PROPERTY & CASUALTY INSURANCE (0.1%) 200 QBE Capital Funding III Ltd.(b) 7.25 5/24/2041 222 -------- REINSURANCE (0.0%) 100 Swiss Re Capital I, LP(b) 6.85(h) -(i) 102 -------- Total Financials 1,028 -------- GOVERNMENT (0.1%) ----------------- FOREIGN GOVERNMENT (0.1%) 200 Italy Government International Bond 5.38 6/15/2033 230 -------- MATERIALS (0.5%) ---------------- COMMODITY CHEMICALS (0.1%) 200 Braskem Finance Ltd. 6.45 2/03/2024 185 -------- DIVERSIFIED METALS & MINING (0.0%) 100 Vedanta Resources plc(b) 6.00 1/31/2019 77 -------- GOLD (0.4%) 400 Kinross Gold Corp. 5.95 3/15/2024 316 300 Newcrest Finance Proprietary Ltd.(b) 4.45 11/15/2021 279 300 St. Barbara Ltd.(b) 8.88 4/15/2018 288 -------- 883 -------- Total Materials 1,145 -------- ================================================================================ 28 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- UTILITIES (0.3%) ---------------- ELECTRIC UTILITIES (0.3%) $ 250 Electricite De France S.A.(b) 5.25% -(i) $ 242 300 Enel S.p.A.(b) 8.75 9/24/2073 346 -------- 588 -------- Total Utilities 588 -------- Total Eurodollar and Yankee Obligations (cost: $3,564) 3,424 -------- COLLATERALIZED MORTGAGE OBLIGATIONS (0.2%) FINANCIALS (0.2%) ----------------- 86 Sequoia Mortgage Trust 1.11(h) 9/20/2033 75 261 Structured Asset Mortgage Investments, Inc. 0.70(h) 7/19/2035 240 78 Wells Fargo Mortgage Backed Securities Trust 2.69(h) 4/25/2035 74 -------- Total Financials 389 -------- Total Collateralized Mortgage Obligations (cost: $394) 389 -------- COMMERCIAL MORTGAGE SECURITIES (1.7%) FINANCIALS (1.7%) ----------------- COMMERCIAL MORTGAGE-BACKED SECURITIES (1.7%) 100 Banc of America Commercial Mortgage, Inc. 6.04 7/10/2044 101 100 Banc of America Commercial Mortgage, Inc. 5.42 10/10/2045 102 200 Banc of America Commercial Mortgage, Inc. 6.47 2/10/2051 204 200 Bear Stearns Commercial Mortgage Securities, Inc.(b) 5.66 9/11/2041 197 50 Bear Stearns Commercial Mortgage Securities, Inc. 5.60 10/12/2041 50 50 Citigroup Commercial Mortgage Trust 5.99 3/15/2049 51 50 Citigroup Commercial Mortgage Trust 6.35 12/10/2049 45 350 Commercial Mortgage Trust 5.38 12/10/2046 348 350 Credit Suisse Commercial Mortgage Pass-Through Trust 0.39 2/15/2040 318 300 GE Capital Commercial Mortgage Corp. 5.60 11/10/2045 299 250 GE Capital Commercial Mortgage Corp. 5.61 12/10/2049 258 51 GMAC Commercial Mortgage Securities, Inc. 4.97 12/10/2041 52 300 GS Mortgage Securities Trust 5.76 4/10/2038 300 250 J.P. Morgan Chase Commercial Mortgage Securities Corp. 6.10 4/15/2045 233 300 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.37 5/15/2047 306 50 LB-UBS Commercial Mortgage Trust 5.28 2/15/2041 50 200 Merrill Lynch Mortgage Trust 6.03 6/12/2050 207 150 Morgan Stanley Capital I Trust 5.39 11/14/2042 150 ================================================================================ PORTFOLIO OF INVESTMENTS | 29 ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- $ 100 Morgan Stanley Capital I Trust 5.69% 3/12/2044 $ 100 200 Wachovia Bank Commercial Mortgage Trust 5.90 5/15/2043 202 -------- 3,573 -------- Total Financials 3,573 -------- Total Commercial Mortgage Securities (cost: $3,575) 3,573 -------- U.S. GOVERNMENT AGENCY ISSUES (0.3%)(j) COMMERCIAL MORTGAGE-BACKED SECURITIES (0.3%) 500 Freddie Mac(+) (cost: $510) 3.51 4/25/2030 519 -------- U.S. TREASURY SECURITIES (3.3%) BONDS (2.3%) 1,030 3.09%, 8/15/2044 (STRIP Principal)(k) 420 2,250 3.13%, 8/15/2044 2,307 800 3.00%, 11/15/2044 800 100 2.50%, 2/15/2045 90 1,000 3.00%, 5/15/2045 999 500 3.10%, 5/15/2045 (STRIP Principal)(k) 197 -------- 4,813 -------- NOTES (1.0%) 401 1.75%, 5/15/2022 396 245 2.00%, 2/15/2023 245 300 2.75%, 11/15/2023 315 600 2.50%, 5/15/2024 617 250 2.38%, 8/15/2024 254 200 2.25%, 11/15/2024 201 100 2.00%, 2/15/2025 98 -------- 2,126 -------- Total U.S. Treasury Securities (cost: $6,872) 6,939 -------- Total Bonds (cost: $27,254) 25,844 -------- -------------------------------------------------------------------------------------------------------- NUMBER OF SHARES -------------------------------------------------------------------------------------------------------- MONEY MARKET INSTRUMENTS (4.6%) MONEY MARKET FUNDS (4.6%) 9,457,693 State Street Institutional Liquid Reserves Fund Premier Class, 0.15%(l) (cost: $9,458) 9,458 -------- TOTAL INVESTMENTS (COST: $207,442) $208,012 ======== ================================================================================ 30 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ ----------------------------------------------------------------------------------------------------------------- ($ IN 000s) VALUATION HIERARCHY ----------------------------------------------------------------------------------------------------------------- (LEVEL 1) (LEVEL 2) (LEVEL 3) QUOTED PRICES OTHER SIGNIFICANT SIGNIFICANT IN ACTIVE MARKETS OBSERVABLE UNOBSERVABLE ASSETS: FOR IDENTICAL ASSETS INPUTS INPUTS TOTAL ----------------------------------------------------------------------------------------------------------------- U.S. Equity Securities: Common Stocks $ 72,519 $ - $ - $ 72,519 Preferred Stocks - 1,470 - 1,470 Equity Exchange-Traded Funds 17,272 - - 17,272 Fixed-Income Exchange- Traded Funds 5,979 - - 5,979 International Equity Securities: Common Stocks 2,937 - - 2,937 Exchange-Traded Funds 66,700 - - 66,700 Precious Metals and Commodity-Related Securities: Gold - - 6 6 Exchange-Traded Funds 3,670 - - 3,670 Global Real Estate Equity Securities: Common Stocks 764 - - 764 Preferred Stocks - 301 - 301 Exchange-Traded Funds 1,092 - - 1,092 Bonds: Corporate Obligations - 10,850 150 11,000 Eurodollar and Yankee Obligations - 3,424 - 3,424 Collateralized Mortgage Obligations - 389 - 389 Commercial Mortgage Securities - 3,573 - 3,573 U.S. Government Agency Issues - 519 - 519 U.S. Treasury Securities 6,322 617 - 6,939 Money Market Instruments: Money Market Funds 9,458 - - 9,458 ----------------------------------------------------------------------------------------------------------------- Total $186,713 $21,143 $156 $208,012 ----------------------------------------------------------------------------------------------------------------- Refer to the Portfolio of Investments for additional industry, country, or geographic region classifications. ================================================================================ PORTFOLIO OF INVESTMENTS | 31 ================================================================================ ----------------------------------------------------------------------------------------------------------------- COMMON CORPORATE STOCKS OBLIGATIONS ----------------------------------------------------------------------------------------------------------------- Balance as of May 31, 2015 $ - $126 Purchases 258 - Sales - - Transfers into Level 3 - - Transfers out of Level 3 - - Net realized gain (loss) on investments - - Change in net unrealized appreciation/(depreciation) of investments (252) 24 ----------------------------------------------------------------------------------------------------------------- Balance as of November 30, 2015 $ 6 $150 ----------------------------------------------------------------------------------------------------------------- For the period of June 1, 2015, through November 30, 2015, there were no transfers of securities between levels. The Fund's policy is to recognize any transfers into and out of the levels as of the beginning of the period in which the event or circumstance that caused the transfer occurred. ================================================================================ 32 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------- o GENERAL NOTES Market values of securities are determined by procedures and practices discussed in Note 1A 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 36.7% of net assets at November 30, 2015. 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 EURODOLLAR AND YANKEE OBLIGATIONS - Eurodollar obligations are U.S. 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. 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 ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 33 ================================================================================ 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. 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 the date the final principal payment will be made for the last outstanding loans in the pool. The weighted average life is the average time for principal to be repaid, which is calculated by assuming prepayment rates of the underlying loans. The weighted average life is likely to be substantially shorter than the stated final maturity as a result of scheduled principal payments and unscheduled principal prepayments. Stated interest rates on commercial mortgage-backed securities may change slightly over time as underlying mortgages pay down. o PORTFOLIO ABBREVIATIONS AND DESCRIPTIONS 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 STRIPS Separate trading of registered interest and principal of securities o SPECIFIC NOTES (a) At November 30, 2015, the security, or a portion thereof, was segregated to cover delayed-delivery purchases. ================================================================================ 34 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ (b) 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. (c) Security deemed illiquid by the Manager, under liquidity guidelines approved by the Board. The aggregate market value of these securities at November 30, 2015, was $6,000, which represented less than 0.1% of the Fund's net assets. (d) Security was fair valued at November 30, 2015, by the Manager in accordance with valuation procedures approved by the Board. The total value of all such securities was $156,000, which represented 0.1% of the Fund's net assets. (e) 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 stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments. The interest rate is adjusted periodically, and the rate disclosed represents the current rate at November 30, 2015. 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. (f) At November 30, 2015, the aggregate market value of securities purchased on a delayed-delivery basis was $297,000. (g) At November 30, 2015, the issuer was in default with respect to interest and/or principal payments. (h) Variable-rate or floating-rate security - interest rate is adjusted periodically. The interest rate disclosed represents the rate at November 30, 2015. ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 35 ================================================================================ (i) Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future. (j) U.S. government agency issues - Mortgage-backed securities issued by certain U.S. Government Sponsored Enterprises (GSEs) such as the Government National Mortgage Association (GNMA or Ginnie Mae) and certain other U.S. government guaranteed securities are supported by the full faith and credit of the U.S. government. Securities issued by other GSEs, such as Freddie Mac (Federal Home Loan Mortgage Corporation or FHLMC) and Fannie Mae (Federal National Mortgage Association or FNMA), indicated with a "+", are supported only by the right of the GSE to borrow from the U.S. Treasury, the discretionary authority of the U.S. government to purchase the GSEs' obligations, or only by the credit of the issuing agency, instrumentality, or corporation, and are neither issued nor guaranteed by the U.S. Treasury. In September of 2008, the U.S. Treasury placed Fannie Mae and Freddie Mac under conservatorship and appointed the Federal Housing Finance Agency (FHFA) to act as conservator and oversee their daily operations. In addition, the U.S. Treasury entered into purchase agreements with Fannie Mae and Freddie Mac to provide them with capital in exchange for senior preferred stock. While these arrangements are intended to ensure that Fannie Mae and Freddie Mac can continue to meet their obligations, it is possible that actions by the U.S. Treasury, FHFA, or others could adversely impact the value of the Fund's investments in securities issued by Fannie Mae and Freddie Mac. (k) Zero-coupon security. Rate represents the effective yield at the date of purchase. (l) Rate represents the money market fund annualized seven-day yield at November 30, 2015. * Non-income-producing security. See accompanying notes to financial statements. ================================================================================ 36 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) November 30, 2015 (unaudited) -------------------------------------------------------------------------------- ASSETS Investments in securities, at market value (cost of $207,442) $208,012 Cash 3 Receivables: Capital shares sold 325 USAA Asset Management Company (Note 5C) 64 Dividends and interest 407 Securities sold 2,307 -------- Total assets 211,118 -------- LIABILITIES Payables: Securities purchased 2,468 Capital shares redeemed 210 Accrued management fees 120 Accrued transfer agent's fees 24 Other accrued expenses and payables 50 -------- Total liabilities 2,872 -------- Net assets applicable to capital shares outstanding $208,246 ======== NET ASSETS CONSIST OF: Paid-in capital $203,419 Accumulated undistributed net investment income 2,077 Accumulated net realized gain on investments and options 2,180 Net unrealized appreciation of investments 570 -------- Net assets applicable to capital shares outstanding $208,246 ======== Capital shares outstanding, unlimited number of shares authorized, no par value 17,824 ======== Net asset value, redemption price, and offering price per share $ 11.68 ======== See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 37 ================================================================================ STATEMENT OF OPERATIONS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited) -------------------------------------------------------------------------------- INVESTMENT INCOME Dividends (net of foreign taxes withheld of $6) $ 2,131 Interest 741 -------- Total income 2,872 -------- EXPENSES Management fees 744 Administration and servicing fees 152 Transfer agent's fees 393 Custody and accounting fees 78 Postage 23 Shareholder reporting fees 12 Trustees' fees 13 Registration fees 13 Professional fees 39 Other 4 -------- Total expenses 1,471 Expenses reimbursed (355) -------- Net expenses 1,116 -------- NET INVESTMENT INCOME 1,756 -------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND OPTIONS Net realized gain (loss) on: Investments: Unaffiliated transactions 2,533 Affiliated transactions (Note 7) (2) Options 9 Change in net unrealized appreciation/(depreciation) of: Investments (15,504) Options 57 -------- Net realized and unrealized loss (12,907) -------- Decrease in net assets resulting from operations $(11,151) ======== See accompanying notes to financial statements. ================================================================================ 38 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited), and year ended May 31, 2015 -------------------------------------------------------------------------------- 11/30/2015 5/31/2015 -------------------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income $ 1,756 $ 2,300 Net realized gain on investments 2,531 2,935 Net realized gain on long-term capital gain distributions from other investment companies - 46 Net realized gain (loss) on options 9 (349) Change in net unrealized appreciation/(depreciation) of: Investments (15,504) 1,359 Options 57 307 ------------------------------- Increase (decrease) in net assets resulting from operations (11,151) 6,598 ------------------------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income - (2,386) Net realized gains - (4,286) ------------------------------- Distributions to shareholders - (6,672) ------------------------------- FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold 38,803 92,674 Reinvested dividends - 5,709 Cost of shares redeemed (21,733) (46,340) ------------------------------- Increase in net assets from capital share transactions 17,070 52,043 ------------------------------- Net increase in net assets 5,919 51,969 NET ASSETS Beginning of period 202,327 150,358 ------------------------------- End of period $208,246 $202,327 =============================== Accumulated undistributed net investment income: End of period $ 2,077 $ 321 =============================== CHANGE IN SHARES OUTSTANDING Shares sold 3,286 7,556 Shares issued for dividends reinvested - 473 Shares redeemed (1,846) (3,772) ------------------------------- Increase in shares outstanding 1,440 4,257 =============================== ================================================================================ FINANCIAL STATEMENTS | 39 ================================================================================ NOTES TO FINANCIAL STATEMENTS November 30, 2015 (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 54 separate funds. Additionally, the Fund qualifies as a registered investment company under Accounting Standards Codification Topic 946. The information presented in this semiannual report pertains only to the USAA Cornerstone Aggressive Fund (the Fund), which is classified as diversified under the 1940 Act. The Fund's investment objective is to seek capital appreciation over the long term and also considers the potential for current income. A. SECURITY VALUATION - The Trust's Board of Trustees (the Board) has established the Valuation Committee (the Committee), and subject to Board oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board. Among other things, these policies and procedures allow the Fund to utilize independent pricing services, quotations from securities dealers, and a wide variety of sources and information to establish and adjust the fair value of securities as events occur and circumstances warrant. The Committee reports to the Board on a quarterly basis and makes recommendations to the Board as to pricing methodologies and services used by the Fund and presents additional information to the Board regarding application of the pricing and fair valuation policies and procedures during the preceding quarter. The Committee meets as often as necessary to make pricing and fair value determinations. In addition, the Committee holds regular monthly meetings to review prior actions taken by the Committee and USAA Asset Management Company (the Manager), an affiliate of the Fund. ================================================================================ 40 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ Among other things, these monthly meetings include a review and analysis of back testing reports, pricing service quotation comparisons, illiquid securities and fair value determinations, pricing movements, and daily stale price monitoring. The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below: 1. Equity securities, including exchange-traded funds (ETFs), except as otherwise noted, traded primarily on a domestic securities exchange or the 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 many 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 need to be reflected in the value of the Fund's foreign securities. However, the Manager 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 Committee will consider such available information that it deems relevant and will determine a fair value for the affected foreign securities in accordance with valuation procedures. In addition, information from an external vendor or other sources may be used to adjust the foreign market closing prices of foreign equity securities ================================================================================ NOTES TO FINANCIAL STATEMENTS | 41 ================================================================================ to reflect what the Committee 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, commingled, or other funds, other than ETFs, are valued at their NAV at the end of each business day. 4. Short-term debt securities with original or remaining maturities of 60 days or less may be valued at amortized cost, provided that amortized cost represents the fair value of such securities. 5. Debt securities with maturities greater than 60 days are valued each business day by a pricing service (the Service) approved by the Board. The Service uses an evaluated mean between quoted bid and asked prices or the last sales price to value a security when, in the Service's judgment, these prices are readily available and are representative of the security's market value. For many securities, such prices are not readily available. The Service generally prices those securities based on methods which include consideration of yields or prices of securities of comparable quality, coupon, maturity, and type; indications as to values from dealers in securities; and general market conditions. 6. Repurchase agreements are valued at cost. 7. Futures are valued at the last sale price at the close of market on the principal exchange on which they are traded or, in the absence of any transactions that day, the last sale price on the prior trading date if it is within the spread between the closing bid and asked prices closest to the last reported sale price. 8. Options are valued by a pricing service at the National Best Bid/Offer (NBBO) composite price, which is derived from the best available bid and asked 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. ================================================================================ 42 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ 9. Forward foreign currency contracts are valued on a daily basis using forward foreign currency exchange rates obtained from an independent pricing service. 10. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with 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, other pricing services, 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, evaluation of credit quality, 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 43 ================================================================================ market-corroborated inputs such as market indexes. Level 2 securities include preferred stocks, which are valued based on methods discussed in Note 1A2, and certain bonds, which are valued based on methods discussed in Note 1A5. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement, including the Manager's own assumptions in determining the fair value. The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For the securities valued using significant unobservable inputs, market quotations were not available from the pricing services. As such, the securities were valued in good faith using methods determined by the Manager, under valuation procedures approved by the Board. The valuation of some securities falling in the Level 3 category are primarily supported by quoted prices obtained from broker-dealers participating in the market for these securities. However, these securities are included in the Level 3 category due to limited market transparency and/or a lack of corroboration to support the quoted prices. Refer to the Portfolio of Investments for a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value. C. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - The Fund may buy, sell, and enter into certain types of derivatives, including, but not limited to futures contracts, options, and options on futures contracts, under circumstances in which such instruments are expected by the portfolio manager to aid in achieving the Fund's investment objective. The Fund also may use derivatives in circumstances where the portfolio manager believes they offer an economical means of gaining exposure to a particular asset class or securities market or to keep cash on hand to meet shareholder redemptions or other needs while maintaining exposure to the market. With exchange-listed futures contracts and options, counterparty credit risk to the Fund is limited to the exchange's ================================================================================ 44 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ 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, 2015, did not include master netting provisions. OPTIONS TRANSACTIONS - The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund may use options on underlying instruments, namely, equity securities, ETFs, and equity indexes, to gain exposure to, or hedge against, changes in the value of equity securities, ETFs, or equity indexes. A call option gives the 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. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 45 ================================================================================ In an attempt to reduce the Fund's volatility over time, the Fund may implement a strategy that involves purchasing and selling options on indexes or ETFs that represent the Fund's exposure against a highly correlated stock portfolio. The combination of the diversified stock portfolio with index or ETF options is designed to provide the Fund with consistent returns over a wide range of equity market environments. This strategy may not fully protect the Fund against declines in the portfolio's value, and the Fund could experience a loss. Options on ETFs are similar to options on individual securities in that the holder of the ETF call (or put) has the right to receive (or sell) shares of the underlying ETF at the strike price on or before exercise date. Options on securities indexes are different from options on individual securities in that the holder of the index option has the right to receive an amount of cash equal to the difference between the exercise price and the settlement value of the underlying index as defined by the exchange. If an index option is exercised, the realized gain or loss is determined by the exercise price, the settlement value, and the premium amount paid or received. THE EFFECT OF DERIVATIVE INSTRUMENTS ON THE STATEMENT OF OPERATIONS FOR THE SIX-MONTH PERIOD ENDED NOVEMBER 30, 2015 (IN THOUSANDS) CHANGE IN UNREALIZED DERIVATIVES NOT APPRECIATION/ ACCOUNTED FOR AS STATEMENT OF REALIZED GAIN (DEPRECIATION) HEDGING INSTRUMENTS OPERATIONS LOCATION ON DERIVATIVES ON DERIVATIVES ------------------------------------------------------------------------------------------ Equity contracts Net realized gain (loss) on $9 $57 Options / Change in net unrealized appreciation/ (depreciation) of Options ------------------------------------------------------------------------------------------ D. FEDERAL TAXES - The Fund's policy is to comply with the requirements of the Internal Revenue Code 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 ================================================================================ 46 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ 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. Foreign income and capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable, as a reduction to such income and realized gains. These foreign taxes have been provided for in accordance with the understanding of the applicable countries' tax rules and rates. 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 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 47 ================================================================================ 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. As of November 30, 2015, the Fund's outstanding delayed-delivery commitments, including interest purchased, were $299,000. 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, 2015, there were no custodian and other bank credits. I. INDEMNIFICATIONS - Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts that contain a variety of representations and warranties that provide general indemnifications. The Trust's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trust expects the risk of loss to be remote. J. USE OF ESTIMATES - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts in the financial statements. ================================================================================ 48 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ (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 9.0 basis points of the amount of the committed loan agreement. Prior to September 30, 2015, the maximum annual facility fee was 7.0 basis points of the amount of the committed loan agreement. The facility fees are allocated among the USAA Funds based on their respective average net assets for the period. The USAA Funds may request an optional increase of the committed loan agreement up to $750 million. If the USAA Funds increase the committed loan agreement above the $500 million, the assessed facility fee by CAPCO will be increased to 10.0 basis points. For the six-month period ended November 30, 2015, the Fund paid CAPCO facility fees of less than $500, which represents 0.3% 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, 2015. (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, 2016, in accordance with applicable tax law. Distributions of net investment income and realized gains from security transactions not offset by capital losses are made annually in the succeeding fiscal year or as otherwise required to avoid the payment of federal taxes. At May 31, 2015, the Fund had no capital loss carryforwards, for federal income tax purposes. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 49 ================================================================================ For the six-month period ended November 30, 2015, 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 the Fund's 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, 2015, were $89,348,000 and $68,111,000, respectively. As of November 30, 2015, 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, 2015, were $11,074,000 and $10,504,000, respectively, resulting in net unrealized appreciation of $570,000. For the six-month period ended November 30, 2015, transactions in written call and put options* were as follows: PREMIUMS NUMBER OF RECEIVED CONTRACTS (000's) --------------------------------- Outstanding at May 31, 2015 56 $108 Options written - - Options terminated in closing purchase transactions (28) (67) Options expired (28) (41) --------------------------------- Outstanding at November 30, 2015 - $ - ================================= *Refer to Note 1C for a discussion of derivative instruments and how they are accounted for in the Fund's financial statements. ================================================================================ 50 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ (5) TRANSACTIONS WITH MANAGER A. MANAGEMENT FEES - The Manager provides investment management services to the Fund pursuant to an Advisory Agreement. Under this agreement, the Manager is responsible for managing the business and affairs of the Fund, and for directly managing the day-to-day investment of the Fund's assets, subject to the authority of and supervision by the Board. The Manager also is authorized to select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the actual day-to-day investment of a portion of the Fund's assets. For the six-month period ended November 30, 2015, the Fund had no subadviser(s). The Fund's investment management fee is accrued daily and paid monthly at an annualized rate of 0.70% of the Fund's average net assets. Prior to October 1, 2015, the investment management fee was 0.75% of the Fund's average net assets. For the six-month period ended November 30, 2015, the Fund incurred total management fees, paid or payable to the Manager, of $744,000. 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, 2015, the Fund incurred administration and servicing fees, paid or payable to the Manager, of $152,000. In addition to the services provided under its Administration and Servicing Agreement with the Fund, the Manager also provides certain compliance and legal services for the benefit of the Fund. The Board has approved the reimbursement of a portion of these expenses incurred by the Manager. For the six-month period ended November 30, 2015, the Fund reimbursed the Manager $3,000 for these compliance and legal services. These expenses are included in the professional fees on the Fund's Statement of Operations. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 51 ================================================================================ C. EXPENSE LIMITATION - The Manager agreed, through October 1, 2016, to limit the total annual operating expenses of the Fund to 1.10% of its average net assets, excluding extraordinary expenses and before reductions of any expenses paid indirectly, and to reimburse the Fund for all expenses in excess of that amount. This expense limitation arrangement may not be changed or terminated through October 1, 2016, 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, 2015, the Fund incurred reimbursable expenses of $355,000, of which $64,000 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, 2015, the Fund incurred transfer agent's fees, paid or payable to SAS, of $393,000. 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 The Manager is indirectly wholly owned by United Services Automobile Association (USAA), a large, diversified financial services institution. At November 30, 2015, USAA and its affiliates owned 1,869,000 shares, which represents 10.5% of the Fund. 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. ================================================================================ 52 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ (7) SECURITY TRANSACTIONS WITH AFFILIATED FUNDS During the six-month period ended November 30, 2015, 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/(LOSS) SELLER PURCHASER PURCHASER TO SELLER ------------------------------------------------------------------------------ USAA Cornerstone Aggressive USAA Short-Term Bond $3,273,000 $(2,000) ================================================================================ NOTES TO FINANCIAL STATEMENTS | 53 ================================================================================ (8) FINANCIAL HIGHLIGHTS Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, MAY 31, ---------------------------------------------------------- 2015 2015 2014 2013*** ---------------------------------------------------------- Net asset value at beginning of period $ 12.35 $ 12.40 $ 11.30 $ 10.00 ------------------------------------------------------- Income (loss) from investment operations: Net investment income .10 .15 .16 .16(a) Net realized and unrealized gain (loss) (.77) .29 1.13 1.43(a) ------------------------------------------------------- Total from investment operations (.67) .44 1.29 1.59(a) ------------------------------------------------------- Less distributions from: Net investment income - (.17) (.14) (.12) Realized capital gains - (.32) (.05) (.17) ------------------------------------------------------- Total distributions - (.49) (.19) (.29) ------------------------------------------------------- Net asset value at end of period $ 11.68 $ 12.35 $ 12.40 $ 11.30 ======================================================= Total return (%)* (5.43) 3.65 11.48 16.05 Net assets at end of period (000) $208,246 $202,327 $150,358 $83,585 Ratios to average net assets:** Expenses (%)(b) 1.10(c) 1.10 1.10 1.10(c) Expenses, excluding reimbursements (%)(b) 1.45(c) 1.45 1.47 1.65(c) Net investment income (%) 1.73(c) 1.32 1.48 1.46(c) Portfolio turnover (%) 35 46 46 74 * Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. generally accepted accounting principles and could differ from the Lipper reported return. Total returns for periods of less than one year are not annualized. ** For the six-month period ended November 30, 2015, average net assets were $202,875,000. *** Fund commenced operations on June 8, 2012. (a) Calculated using average shares. (b) Reflects total annual operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (+) Represents less than 0.01% of average net assets. (c) Annualized. The ratio is not necessarily indicative of 12 months of operations. ================================================================================ 54 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ EXPENSE EXAMPLE November 30, 2015 (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, 2015, through November 30, 2015. ACTUAL EXPENSES The line labeled "actual" in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested at the beginning of the period, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the "actual" line under the heading "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The line labeled "hypothetical" in the table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account ================================================================================ EXPENSE EXAMPLE | 55 ================================================================================ balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any direct costs, such as wire fees, redemption fees, or low balance fees. Therefore, the line labeled "hypothetical" in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these direct costs were included, your costs would have been higher. EXPENSES PAID BEGINNING ENDING DURING PERIOD* ACCOUNT VALUE ACCOUNT VALUE JUNE 1, 2015 - JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 ---------------------------------------------------------------- Actual $1,000.00 $ 945.70 $5.35 Hypothetical (5% return before expenses) 1,000.00 1,019.50 5.55 *Expenses are equal to the Fund's annualized expense ratio of 1.10%, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/366 days (to reflect the one-half-year period). The Fund's actual ending account value is based on its actual total return of (5.43)% for the six-month period of June 1, 2015, through November 30, 2015. ================================================================================ 56 | USAA CORNERSTONE AGGRESSIVE FUND ================================================================================ TRUSTEES Daniel S. McNamara Robert L. Mason, Ph.D. Jefferson C. Boyce Dawn M. Hawley Paul L. McNamara Barbara B. Ostdiek, Ph.D. Michael F. Reimherr -------------------------------------------------------------------------------- ADMINISTRATOR AND USAA Asset Management Company INVESTMENT ADVISER P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- UNDERWRITER AND USAA Investment Management Company DISTRIBUTOR P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- TRANSFER AGENT USAA Shareholder Account Services 9800 Fredericksburg Road San Antonio, Texas 78288 -------------------------------------------------------------------------------- CUSTODIAN AND State Street Bank and Trust Company ACCOUNTING AGENT P.O. Box 1713 Boston, Massachusetts 02105 -------------------------------------------------------------------------------- INDEPENDENT Ernst & Young LLP REGISTERED PUBLIC 100 West Houston St., Suite 1700 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) (210) 531-8722 -------------------------------------------------------------------------------- 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) or (210) 531-8722; (ii) at USAA.COM; and (iii) in summary within the Statement of Additional Information on the SEC's website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's website at HTTP://WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling (800) 531-USAA (8722) or (210) 531-8722; (ii) at USAA.COM; and (iii) on the SEC's website at HTTP://WWW.SEC.GOV. These Forms N-Q also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. ================================================================================ USAA -------------- 9800 Fredericksburg Road PRSRT STD San Antonio, TX 78288 U.S. Postage PAID USAA -------------- >> SAVE PAPER AND FUND COSTS Under MY PROFILE on USAA.COM select MANAGE PREFERENCES Set your DOCUMENT PREFERENCES to USAA DOCUMENTS ONLINE. [LOGO OF USAA] USAA We know what it means to serve.(R) ============================================================================= 97452-0116 (C)2016, USAA. All rights reserved. [LOGO OF USAA] USAA(R) [GRAPHIC OF USAA CORNERSTONE CONSERVATIVE FUND] ============================================================== SEMIANNUAL REPORT USAA CORNERSTONE CONSERVATIVE FUND NOVEMBER 30, 2015 ============================================================== ================================================================================ ================================================================================ PRESIDENT'S MESSAGE "A NEW YEAR IS A GREAT TIME TO REEVALUATE YOUR INVESTMENT PLAN TO HELP ENSURE YOU ARE STAYING [PHOTO OF BROOKS ENGLEHARDT] ON TRACK TOWARD YOUR FINANCIAL GOALS." -------------------------------------------------------------------------------- JANUARY 2016 The financial markets were volatile during the reporting period ended November 30, 2015, but U.S. stocks, the broad U.S. fixed-income market, and longer-term U.S. Treasury securities had experienced minimal change when the reporting period came to an end. Emerging markets stocks, in contrast, generally suffered losses, while stocks in non-U.S. developed markets also declined, though to a lesser extent. When the reporting period began in June 2015, Greece was once again in the headlines, as the country's debt problems reemerged and investors speculated about the future of the European Union. During July 2015, market turbulence increased. Worries about China's slow economic growth triggered a steep decline in the Chinese equity market, with many other emerging stock markets falling in a similar fashion. In response, the Chinese authorities surprised many investors by devaluing its currency, which added to investors' existing concerns about the health of the global economy. The result was a broad sell-off in riskier asset classes and a flight to the perceived safety of U.S. Treasury securities. Meanwhile, a divergence in global economic growth was reflected in the monetary policies being pursued by the world's central banks. Persistent economic weakness outside the United States led many central banks to cut interest rates and boost quantitative easing, resulting in low--and even negative--global interest rates. At the same time, the U.S. economy continued to grow, albeit slowly, and the Federal Reserve (the Fed) strongly signaled that it would begin to raise interest rates for the first time in seven years. As a result, shorter-term U.S. Treasury yields rose during the reporting period, while longer-term U.S. Treasury yields edged up slightly. On December 16, 2015, the Fed raised the target range for the federal funds rate from 0.25% to 0.50%. At USAA Investments, we believe it is less important when the first interest rate increase occurs than how quickly the Fed affects interest rates. We have long believed Fed policymakers are unlikely to raise interest rates rapidly because they will not want to jeopardize the U.S. economy. In addition, there appears to be no pressing reason, such as a higher rate of inflation, for them ================================================================================ ================================================================================ to do so. Therefore, the modest interest rate increase in December 2015 is consistent with our outlook. Also of note during the reporting period was the steady decline in commodities prices. What caused the drop in oil, natural gas, coal, and industrial metals prices? In our opinion, there was no single reason. Certainly, the divergence in global economic growth and central bank monetary policy created uncertainty in the world's commodities markets. But softening global demand and, in the case of energy, an increase in supply were also key factors. In addition, commodities are generally priced in U.S. dollars and the appreciation of the U.S. dollar during the reporting period dampened prices. A new year is a great time to reevaluate your investment plan to help ensure you are staying on track toward your financial goals. Investors also may want to consider making a 2016 IRA contribution. The sooner investors invest their money, the sooner it can start working for them. For assistance, please feel free to give our financial advisors a call. Looking ahead, we expect to see continued volatility--at least in the near term--in the financial markets. It's been several years since we've seen this kind of market turbulence, so the events of the reporting period are a helpful reminder that volatility is to be expected from time to time and is normal market behavior. Long-term investors should strive to make decisions based on their long-term objectives, time horizon, and risk tolerance, rather than in response to market turmoil. On behalf of all of us at USAA Investments, we wish you a happy, healthy, and prosperous year in 2016. Thank you for your continued investment in our family of mutual funds. Sincerely, /S/ BROOKS ENGLEHARDT Brooks Englehardt President USAA Investments PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. o As interest rates rise, bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. o Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. o Investments provided by USAA Investment Management Company and USAA Financial Advisors Inc., both registered broker dealers, and affiliates. ================================================================================ ================================================================================ TABLE OF CONTENTS -------------------------------------------------------------------------------- FUND OBJECTIVE 1 MANAGERS' COMMENTARY 2 INVESTMENT OVERVIEW 7 FINANCIAL INFORMATION Portfolio of Investments 11 Notes to Portfolio of Investments 13 Financial Statements 14 Notes to Financial Statements 17 EXPENSE EXAMPLE 26 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)2016, USAA. All rights reserved. 201007-0116 ================================================================================ ================================================================================ FUND OBJECTIVE THE USAA CORNERSTONE CONSERVATIVE FUND (THE FUND) SEEKS CURRENT INCOME. THE FUND ALSO CONSIDERS THE POTENTIAL FOR CAPITAL APPRECIATION. -------------------------------------------------------------------------------- TYPES OF INVESTMENTS The Fund invests in a selection of USAA mutual funds (underlying USAA Funds) consisting of a target asset class allocation of approximately 20% equity securities and 80% fixed-income securities. This is often referred to as a fund-of-funds investment strategy. The actual asset class allocation can deviate from time to time from these targets as market conditions warrant. The Fund may invest in investment-grade and below-investment-grade securities. 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. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election or change or revoke a prior withholding election, call (800) 531-USAA (8722) or (210) 531-8722. If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. ================================================================================ FUND OBJECTIVE | 1 ================================================================================ MANAGERS' COMMENTARY ON THE FUND -------------------------------------------------------------------------------- [PHOTO OF JOHN P. TOOHEY] [PHOTO OF WASIF A. LATIF] JOHN P. TOOHEY WASIF A. LATIF USAA Asset USAA Asset Management Company Management Company -------------------------------------------------------------------------------- o HOW DID THE GLOBAL FINANCIAL MARKETS PERFORM DURING THE REPORTING PERIOD? The reporting period ended November 30, 2015, proved to be a challenging time for the world financial markets, as concerns about slow global growth, China's currency devaluation, and the potential for an interest rate increase by the Federal Reserve (the Fed) combined to weigh on investor sentiment. U.S. equities finished the reporting period with a negative return, but they generated returns above those of the international markets. The U.S. economy is on track to deliver growth of approximately 2% in the second half of 2015 amid strength in housing, employment, and consumer spending. While low compared to historical standards, this rate is nonetheless superior to the majority of the world's developed economies - a positive for U.S. stocks' relative performance during the reporting period. Within the domestic market, small-cap stocks underperformed large-cap stocks in a reflection of investors' elevated aversion to risk. Developed market international stocks finished with a loss and underperformed U.S. equities which was likely due to mounting concerns about slowing economic growth in both Europe and Japan. In addition, the ================================================================================ 2 | USAA CORNERSTONE CONSERVATIVE FUND ================================================================================ weakness in foreign currencies relative to the U.S. dollar translated to lower total returns for U.S.-based investors. Emerging market stocks also finished the reporting period with a loss. Falling commodity prices, together with China's move toward a consumer-led economy from one driven primarily by fixed-asset investment, led to slower growth in the many exporting economies within the asset class. In addition, currency weakness compelled many central banks to raise interest rates even as growth slowed. Together, these factors caused the emerging markets to close the reporting period near the low end of their range for the past five years. The impact of weaker commodity prices wasn't limited to the emerging markets. Stocks in the gold-mining sector fell sharply as well, reflecting the effect of falling gold prices on their profit outlook. In the investment-grade bond market, U.S. Treasuries finished roughly flat. While investors remained on edge about the possibility of a Fed interest rate increase, bonds gained a degree of support from the backdrop of below-trend growth and low inflation. Investment-grade corporate debt lagged, due largely to a sharp increase in new-issue supply. High-yield bonds underperformed the investment-grade market by a considerable margin, as the weakness in commodity prices pressured the credit outlook for the many energy and mining issuers within the asset class. o HOW DID THE USAA CORNERSTONE CONSERVATIVE FUND (THE FUND) PERFORM DURING THE REPORTING PERIOD? For the reporting period ended November 30, 2015, the Fund had a total return of -2.53%. This compares to returns of -5.43% for the Refer to page 9 for benchmark definitions. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 3 ================================================================================ MSCI All-Country World Index, -0.49% for the Barclays U.S. Universal Index* and -1.32% for the Cornerstone Conservative Composite Index. USAA Asset Management Company is the Fund's investment adviser. The investment adviser provides day-to-day discretionary management for the Fund's assets. o PLEASE DISCUSS THE FACTORS THAT HELPED AND HURT PERFORMANCE. The Fund employs a diversified, long-term approach that favors undervalued market segments and avoids those that appear more richly priced. While this strategy led to underperformance during the reporting period, we remain confident in the Fund's overall positioning. Consistent with the Fund's goal of seeking current income, the majority of the portfolio is allocated to three funds that emphasize investment-grade bonds: USAA Income Fund, USAA Intermediate-Term Bond Fund, and USAA Short-Term Bond Fund. The Fund's fixed-income allocation provided a measure of stability to the portfolio by cushioning the Fund from the stock-market volatility associated with the "risk-off" environment. However, the relative performance of the funds was pressured by their emphasis on corporate bonds over U.S. Treasuries. It should be noted that the strong longer-term performance of the funds held within in the fixed-income allocation of the Fund's portfolio has been a positive factor in the Fund's results over time. The Fund's allocation to high-yield bonds via USAA High Income Fund detracted from its performance during the reporting period. Nevertheless, we believe high-yield bonds continue to represent an essential component of a diversified portfolio. Within the Fund's equity portfolio, an overweight position in the developed international markets hurt the Fund's relative performance at a time during which U.S. equities delivered better returns. *As of October 1, 2015, the Barclay U.S. Universal Index replaced the MSCI All-Country World Index as it more closely represents the securities held by the Fund. ================================================================================ 4 | USAA CORNERSTONE CONSERVATIVE FUND ================================================================================ Nevertheless, we retain this positioning for the Fund on the belief that the foreign markets offer both attractive relative valuations and the potential for improving corporate earnings. In addition, we believe international equities can benefit from accommodative monetary policies of the central banks in Europe and Japan relative to the Fed's current monetary policy. The Fund's allocation to the emerging markets also pressured results given the substantial underperformance of this market segment. Although we decreased the Fund's emerging markets positions during the reporting period in order to manage risk, we maintained the Fund's allocation on the belief that emerging-market stocks continue to offer superior long-term return potential relative to developed markets. The Fund's U.S. equity portfolio lost ground in the aggregate, but it outpaced the other allocations within the Fund. We continue to invest the Fund's domestic equity portfolio in large-cap stocks based on our belief that they offer attractive valuations relative to their mid- and small-cap counterparts. This aspect of our positioning for the Fund contributed to its performance during the reporting period, illustrating the potential benefits of our value-oriented approach. The Fund's exposure to gold stocks detracted from performance. While the prices of gold and the related equities fell during the reporting period, we believe this asset class remains essential to diversification through its ability to offset the potential long-term impact of inflation. The market backdrop remains uncertain as we move toward 2016, with the Fed's monetary policy, China's growth outlook, and geopolitical headlines all representing factors that are affecting investor sentiment. In this environment, our approach is to remain focused on identifying asset classes that have the potential to offer value. The reason for this is simple: ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 5 ================================================================================ valuation is one of the strongest indicators of longer-term returns. While a value-driven approach may not always work for a quarter-to-quarter basis, we measure success in years, not months. With this as background, we believe the Fund will be better served by a continued emphasis on diversification and a preference for market segments with attractive valuations. 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 The underlying funds may be invested in, among other things: (1) exchange-traded funds; (2) futures, options, and other derivatives; (3) non-investment grade securities; (4) precious metals and minerals companies; (5) real estate investment trusts; (6) money market instruments; and (7) foreign and emerging markets. These types of investments and asset classes may be more volatile and prone to experience significant loss than others. In addition, it is possible that a particular asset allocation used by the Manager may not produce the intended result. The assets of the Cornerstone Conservative Fund and Cornerstone Equity Fund will be invested in other USAA funds and will indirectly bear expenses and reflect the risks of the underlying funds in which it invests. 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. o Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. o The USAA Precious Metals and Minerals Fund is subject to additional risks, such as currency fluctuation, market illiquidity, political instability and increased price volatility. It may be more volatile than a fund that diversifies across many industries and companies. ================================================================================ 6 | USAA CORNERSTONE CONSERVATIVE FUND ================================================================================ INVESTMENT OVERVIEW USAA CORNERSTONE CONSERVATIVE FUND (THE FUND) (Ticker Symbol: USCCX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $137.9 Million $145.6 Million Net Asset Value Per Share $10.26 $10.68 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR SINCE INCEPTION 6/8/12 -2.53% -1.44% 3.64% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR SINCE INCEPTION 6/8/12 -2.45% 3.08% -------------------------------------------------------------------------------- EXPENSE RATIOS AS OF 5/31/15** -------------------------------------------------------------------------------- BEFORE REIMBURSEMENT 0.73% AFTER REIMBURSEMENT 0.68% (Includes acquired fund fees and expenses of 0.58%) THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratios represent the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and are calculated as a percentage of average net assets. USAA Asset Management Company (the Manager) has agreed, through October 1, 2016, to make payments or waive management, administration, and other fees to limit the expenses of the Fund so that the total annual operating expenses (exclusive of commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 0.10% of the Fund's average net assets. This reimbursement arrangement may not be changed or terminated during this time period without approval of the Fund's Board of Trustees and may be changed or terminated by the Manager at any time after October 1, 2016. If the total annual operating expense ratio of the Fund is lower than 0.10%, the Fund will operate at the lower expense ratio. 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. ================================================================================ INVESTMENT OVERVIEW | 7 ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] MSCI ALL-COUNTRY CORNERSTONE CONSERVATIVE USAA CORNERSTONE BARCLAYS U.S. WORLD INDEX COMPOSITE INDEX CONSERVATIVE FUND UNIVERSAL INDEX* 05/31/12 $10,000.00 $10,000.00 $10,000.00 $10,000.00 06/30/12 10,493.89 10,113.27 10,095.03 10,025.20 07/31/12 10,637.55 10,257.57 10,205.08 10,174.72 08/31/12 10,868.84 10,321.22 10,305.13 10,196.08 09/30/12 11,211.17 10,406.09 10,426.24 10,225.98 10/31/12 11,136.45 10,412.33 10,476.52 10,258.45 11/30/12 11,278.85 10,454.97 10,526.79 10,283.01 12/31/12 11,534.33 10,500.52 10,580.01 10,284.93 01/31/13 12,065.70 10,558.69 10,661.23 10,231.32 02/28/13 12,063.82 10,604.16 10,712.00 10,280.45 03/31/13 12,281.81 10,664.38 10,780.03 10,292.62 04/30/13 12,635.33 10,808.14 10,882.02 10,405.61 05/31/13 12,600.66 10,668.50 10,810.63 10,229.19 06/30/13 12,232.36 10,465.93 10,587.24 10,049.13 07/31/13 12,817.95 10,593.68 10,710.47 10,081.81 08/31/13 12,550.90 10,500.81 10,648.85 10,024.35 09/30/13 13,199.17 10,684.73 10,766.55 10,124.10 10/31/13 13,729.68 10,849.74 10,921.69 10,224.27 11/30/13 13,924.12 10,854.35 10,942.37 10,191.17 12/31/13 14,164.33 10,858.43 10,946.98 10,146.53 01/31/14 13,597.75 10,898.40 10,999.41 10,281.09 02/28/14 14,254.63 11,066.13 11,146.20 10,354.35 03/31/14 14,318.01 11,067.18 11,160.32 10,344.74 04/30/14 14,454.31 11,153.50 11,234.09 10,430.39 05/31/14 14,761.74 11,301.89 11,350.01 10,555.98 06/30/14 15,039.67 11,364.12 11,426.97 10,572.00 07/31/14 14,857.12 11,299.38 11,373.92 10,539.11 08/31/14 15,185.29 11,453.25 11,501.24 10,653.38 09/30/14 14,693.04 11,303.61 11,362.82 10,568.80 10/31/14 14,796.48 11,418.49 11,426.89 10,672.39 11/30/14 15,043.98 11,500.75 11,490.97 10,729.00 12/31/14 14,753.68 11,450.11 11,424.05 10,710.63 01/31/15 14,523.01 11,585.66 11,521.50 10,914.39 02/28/15 15,331.53 11,657.00 11,586.47 10,850.74 03/31/15 15,093.98 11,664.47 11,575.95 10,895.60 04/30/15 15,531.92 11,708.96 11,630.35 10,883.00 05/31/15 15,511.65 11,697.67 11,619.46 10,863.99 06/30/15 15,146.48 11,546.94 11,478.81 10,742.67 07/31/15 15,278.01 11,612.70 11,478.81 10,805.25 08/31/15 14,230.69 11,436.28 11,292.61 10,773.42 09/30/15 13,715.12 11,393.93 11,192.50 10,815.50 10/31/15 14,791.55 11,590.39 11,391.19 10,850.10 11/30/15 14,669.41 11,542.81 11,324.96 10,810.59 [END CHART] Data from 5/31/12 through 11/30/15.** 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. *As of October 1, 2015, the Barclay U.S. Universal Index replaced the MSCI All-Country World Index as it more closely represents the securities held by the Fund. **The performance of the MSCI All-Country World Index, Barclays U.S. Universal Index and the Cornerstone Conservative Composite Index is calculated from the end of the month, May 31, 2012, while the inception date for the Cornerstone Conservative Fund is June 8, 2012. There may be a slight variation of the performance numbers because of this difference. ================================================================================ 8 | USAA CORNERSTONE CONSERVATIVE FUND ================================================================================ The graph on page 8 illustrates the comparison of a $10,000 hypothetical investment in the USAA Cornerstone Conservative Fund to the benchmarks listed below. The Manager has developed the Cornerstone Conservative Composite Index, which is used to measure the Fund's performance. The custom benchmark was created by the Manager to show how the Fund's performance compares with the returns of an index or indexes with similar asset allocations. o The unmanaged MSCI All-Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The Cornerstone Conservative Composite Index is a combination of unmanaged indexes representing the Fund's model allocation, and consists of the MSCI USA Investable Market Index (IMI) (11%), the MSCI ACWI ex USA IMI (8%), the Barclays U.S. Universal Index (78%), the Bloomberg Commodity Index Total Return (0.5%), the MSCI U.S. Real Estate Investment Trust (REIT) Index (0.5%), and the Barclays U.S. Treasury - Bills (1-3M) (2%). o The unmanaged Barclays U.S. Universal Index is an index that represents the union of the U.S. Aggregate Index, U.S. Corporate High-Yield, Investment Grade 144A Index, Eurodollar Index, U.S. Emerging Markets Index, and the non-ERISA eligible portion of the CMBS Index. The index covers USD denominated, taxable bonds that are rated either investment-grade or below investment-grade. ================================================================================ INVESTMENT OVERVIEW | 9 ================================================================================ o ASSET ALLOCATION - 11/30/15 o INVESTMENT ALLOCATION -------------------------------------------------------------------------------- USAA FUND: Aggressive Growth Fund ................................................ 0.9% Emerging Markets Fund ................................................. 1.6% Growth Fund ........................................................... 1.5% Income Stock Fund ..................................................... 2.1% International Fund .................................................... 5.6% Precious Metals and Minerals Fund ..................................... 0.5% S&P 500 Index Fund .................................................... 2.9% Small Cap Stock Fund .................................................. 2.0% Value Fund ............................................................ 2.1% Total Equity & Alternative ........................................ 19.2% High Income Fund ...................................................... 13.4% Income Fund ........................................................... 22.4% Intermediate-Term Bond Fund ........................................... 36.0% Short-Term Bond Fund .................................................. 8.6% Total Fixed-Income ................................................ 80.4% CASH Money Market Instruments .............................................. 0.4% Percentages are of the net assets of the Fund and may not equal 100%. ================================================================================ 10 | USAA CORNERSTONE CONSERVATIVE FUND ================================================================================ PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) --------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) --------------------------------------------------------------------------------------------- EQUITY & ALTERNATIVE FUNDS (19.2%) 30,282 USAA Aggressive Growth Fund $ 1,291 152,955 USAA Emerging Markets Fund 2,161 76,647 USAA Growth Fund 1,993 168,266 USAA Income Stock Fund 2,955 269,656 USAA International Fund 7,728 72,861 USAA Precious Metals and Minerals Fund 635 133,416 USAA S&P 500 Index Fund 3,980 160,952 USAA Small Cap Stock Fund 2,809 145,872 USAA Value Fund 2,928 -------- Total Equity & Alternative Funds (cost: $25,002) 26,480 -------- FIXED-INCOME FUNDS (80.4%) 2,433,513 USAA High Income Fund 18,519 2,412,312 USAA Income Fund 30,830 4,805,902 USAA Intermediate-Term Bond Fund 49,644 1,305,325 USAA Short-Term Bond Fund 11,852 -------- Total Fixed-Income Funds (cost: $115,642) 110,845 -------- MONEY MARKET INSTRUMENTS (0.4%) MONEY MARKET FUNDS (0.4%) 571,534 State Street Institutional Liquid Reserves Fund Premier Class, 0.15%(a) (cost: $572) 572 -------- TOTAL INVESTMENTS (COST: $141,216) $137,897 ======== ================================================================================ PORTFOLIO OF INVESTMENTS | 11 ================================================================================ -------------------------------------------------------------------------------------------------------- ($ 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 -------------------------------------------------------------------------------------------------------- Equity & Alternative Funds $ 26,480 $- $- $ 26,480 Fixed-Income Funds 110,845 - - 110,845 Money Market Instruments: Money Market Funds 572 - - 572 -------------------------------------------------------------------------------------------------------- Total $137,897 $- $- $137,897 -------------------------------------------------------------------------------------------------------- For the period of June 1, 2015, through November 30, 2015, there were no transfers of securities between levels. The Fund's policy is to recognize any transfers into and out of the levels as of the beginning of the period in which the event or circumstance that caused the transfer occurred. ================================================================================ 12 | USAA CORNERSTONE CONSERVATIVE FUND ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------- o GENERAL NOTES Market values of securities are determined by procedures and practices discussed in Note 1A 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. The underlying funds in which the Fund invests are managed by USAA Asset Management Company, an affiliate of the Fund. The Fund invests in the Reward Shares of the USAA S&P 500 Index Fund and the Institutional Shares of the other USAA mutual funds. o SPECIFIC NOTES (a) Rate represents the money market fund annualized seven-day yield at November 30, 2015. See accompanying notes to financial statements. ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 13 ================================================================================ STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) November 30, 2015 (unaudited) -------------------------------------------------------------------------------- ASSETS Investments in affiliated underlying funds, at value (cost of $140,644) $137,325 Investments in other securities, at value (cost of $572) 572 Receivables: Capital shares sold 302 USAA Asset Management Company (Note 5C) 6 Dividends from affiliated underlying funds 189 -------- Total assets 138,394 -------- LIABILITIES Payables: Securities purchased 189 Capital shares redeemed 240 Other accrued expenses and payables 31 -------- Total liabilities 460 -------- Net assets applicable to capital shares outstanding $137,934 ======== NET ASSETS CONSIST OF: Paid-in capital $141,319 Accumulated undistributed net investment income 1,000 Accumulated net realized loss on investments (1,066) Net unrealized depreciation of investments (3,319) -------- Net assets applicable to capital shares outstanding $137,934 ======== Capital shares outstanding, unlimited number of shares authorized, no par value 13,449 ======== Net asset value, redemption price, and offering price per share $ 10.26 ======== See accompanying notes to financial statements. ================================================================================ 14 | USAA CORNERSTONE CONSERVATIVE FUND ================================================================================ STATEMENT OF OPERATIONS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited) -------------------------------------------------------------------------------- INVESTMENT INCOME Income distributions from affiliated underlying funds $ 2,245 Interest 1 ------- Total income 2,246 ------- EXPENSES Custody and accounting fees 14 Postage 8 Shareholder reporting fees 6 Trustees' fees 13 Registration fees 13 Professional fees 33 Other 4 ------- Total expenses 91 Expenses reimbursed (21) ------- Net expenses 70 ------- NET INVESTMENT INCOME 2,176 ------- NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS Net realized loss on sales of affiliated underlying funds (1,418) Change in net unrealized appreciation/(depreciation) of affiliated underlying funds (4,461) ------- Net realized and unrealized loss (5,879) ------- Decrease in net assets resulting from operations $(3,703) ======= See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 15 ================================================================================ STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited), and year ended May 31, 2015 --------------------------------------------------------------------------------------------------- 11/30/2015 5/31/2015 --------------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income $ 2,176 $ 3,830 Net realized loss on sales of affiliated underlying funds (1,418) (258) Net realized gain on capital gain distributions from affiliated underlying funds - 647 Change in net unrealized appreciation/(depreciation) of affiliated underlying funds (4,461) (1,219) ---------------------------- Increase (decrease) in net assets resulting from operations (3,703) 3,000 ---------------------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income (2,011) (3,657) Net realized gains - (272) ---------------------------- Distributions to shareholders (2,011) (3,929) ---------------------------- FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold 25,206 79,472 Reinvested dividends 1,997 3,821 Cost of shares redeemed (29,181) (45,751) ---------------------------- Increase (decrease) in net assets from capital share transactions (1,978) 37,542 ---------------------------- Net increase (decrease) in net assets (7,692) 36,613 NET ASSETS Beginning of period 145,626 109,013 ---------------------------- End of period $137,934 $145,626 ============================ Accumulated undistributed net investment income: End of period $ 1,000 $ 835 ============================ CHANGE IN SHARES OUTSTANDING Shares sold 2,425 7,430 Shares issued for dividends reinvested 194 359 Shares redeemed (2,807) (4,276) ---------------------------- Increase (decrease) in shares outstanding (188) 3,513 ============================ See accompanying notes to financial statements. ================================================================================ 16 | USAA CORNERSTONE CONSERVATIVE FUND ================================================================================ NOTES TO FINANCIAL STATEMENTS November 30, 2015 (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 54 separate funds. Additionally, the Fund qualifies as a registered investment company under Accounting Standards Codification Topic 946. The information presented in this semiannual report pertains only to the USAA Cornerstone Conservative Fund (the Fund), which is classified as diversified under the 1940 Act. The Fund's investment objective is to seek current income. The Fund also considers the potential for capital appreciation. The Fund is a "fund of funds" in that it invests in a portfolio of underlying USAA equity & alternative and fixed-income mutual funds (underlying USAA Funds) managed by USAA Asset Management Company (the Manager), an affiliate of the Fund. 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. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 17 ================================================================================ 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 the Manager, an affiliate of the Fund. Among other things, these monthly meetings include a review and analysis of back testing reports, pricing service quotation comparisons, illiquid securities and fair value determinations, pricing movements, and daily stale price monitoring. The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below: 1. Investments in the underlying USAA Funds and other open-end investment companies, other than exchange-traded funds (ETFs) are valued at their net asset value (NAV) at the end of each business day. 2. The underlying USAA Funds have specific valuation procedures. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with 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 a 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, other pricing services, 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, evaluation of credit quality, and an evaluation of the forces that influenced the market in which the securities are purchased and sold. ================================================================================ 18 | USAA CORNERSTONE CONSERVATIVE FUND ================================================================================ 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 indexes. 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. C. 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. D. 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 and capital gain distributions from the underlying USAA Funds are recorded on the ex-dividend date. Interest income is recorded daily on the accrual basis. Discounts and premiums on short-term securities are amortized on a straight-line basis over the life of the respective securities. E. EXPENSES PAID INDIRECTLY - Through arrangements with the Fund's custodian and other banks utilized by the Fund for cash management ================================================================================ NOTES TO FINANCIAL STATEMENTS | 19 ================================================================================ 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, 2015, there were no custodian and other bank credits. F. 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. G. 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 9.0 basis points of the amount of the committed loan agreement. Prior to September 30, 2015, the maximum annual facility fee was 7.0 basis points of the amount of the committed loan agreement. The facility fees are allocated among the USAA Funds based on their respective average net assets for the period. The USAA Funds may request an optional increase of the committed loan agreement up to $750 million. If the USAA Funds increase the committed ================================================================================ 20 | USAA CORNERSTONE CONSERVATIVE FUND ================================================================================ loan agreement above the $500 million, the assessed facility fee by CAPCO will be increased to 10.0 basis points. For the six-month period ended November 30, 2015, the Fund paid CAPCO facility fees of less than $500, which represents 0.2% of the total fees paid to CAPCO by the USAA Funds. The Fund had no borrowings under this agreement during the six-month period ended November 30, 2015. (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, 2016, 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. At May 31, 2015, the Fund had no capital loss carryforwards, for federal income tax purposes. For the six-month period ended November 30, 2015, 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 the Fund's 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, 2015, were $40,673,000 and $40,414,000, respectively. As of November 30, 2015, the cost of securities, including short-term securities, for federal income tax purposes, was approximately the same as that reported in the financial statements. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 21 ================================================================================ Gross unrealized appreciation and depreciation of investments as of November 30, 2015, were $2,113,000 and $5,432,000, respectively, resulting in net unrealized depreciation of $3,319,000. (5) AGREEMENTS WITH MANAGER A. ADVISORY AGREEMENT - The Manager carries out the Fund's investment policies and manages the Fund's portfolio pursuant to an Advisory Agreement. The Manager does not receive any management fees from the Fund for these services. B. ADMINISTRATION AND SERVICING FEES - The Manager provides certain administration and servicing functions for the Fund. The Manager does not receive any fees from the Fund for these services. 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 billing of these expenses to the Fund. These expenses are included in the professional fees on the Fund's Statement of Operations and, for the six-month period ended November 30, 2015, were $2,000 for the Fund. C. EXPENSE LIMITATION - The Manager agreed, through October 1, 2016, to limit the total annual operating expenses of the Fund to 0.10% of its average net assets, excluding extraordinary expenses and before reductions of any expenses paid indirectly, and to reimburse the Fund for all expenses in excess of that amount. This expense limitation arrangement may not be changed or terminated through October 1, 2016, 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, 2015, the Fund incurred reimbursable expenses of $21,000, of which $6,000 was receivable from the Manager. D. TRANSFER AGENCY AGREEMENT - USAA Transfer Agency Company, d/b/a USAA Shareholder Account Services (SAS), an affiliate of the Manager, provides transfer agent services to the Fund. SAS does not receive any fees from the Fund for these services. ================================================================================ 22 | USAA CORNERSTONE CONSERVATIVE FUND ================================================================================ 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. The Manager is indirectly wholly owned by United Services Automobile Association (USAA), a large, diversified financial services institution. At November 30, 2015, USAA and its affiliates owned 1,000 shares, which represents less than 0.1% of the Fund. (7) TRANSACTIONS WITH AFFILIATED FUNDS A. SHARE OWNERSHIP - The Fund does not invest in the underlying USAA Funds for the purpose of exercising management or control; however, investments by the Fund may represent a significant portion of the underlying USAA Funds' net assets. At November 30, 2015, the Fund owned the following percentages of the total outstanding shares of each of the underlying USAA Funds: AFFILIATED USAA FUND OWNERSHIP % -------------------------------------------------------------------------------- Aggressive Growth 0.1 Emerging Markets 0.2 Growth 0.1 High Income 0.9 Income 0.5 Income Stock 0.1 Intermediate-Term Bond 1.5 International 0.2 Precious Metals and Minerals 0.1 S&P 500 Index 0.1 Short-Term Bond 0.3 Small Cap Stock 0.2 Value 0.2 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 23 ================================================================================ B. TRANSACTIONS WITH AFFILIATED FUNDS - The following table provides details related to the Fund's investment in the underlying USAA Funds for the six-month period ended November 30, 2015 (in thousands): REALIZED PURCHASE SALES DIVIDEND GAIN MARKET VALUE AFFILIATED USAA FUND COST(A) PROCEEDS INCOME (LOSS)(B) 05/31/2015 11/30/2015 -------------------------------------------------------------------------------------------------------------------- Aggressive Growth $ - $ 404 $ - $ 7 $ 1,666 $ 1,291 Emerging Markets - 347 - (98) 2,920 2,161 Growth 235 - - - 1,707 1,993 High Income 11,292 - 462 - 8,665 18,519 Income 971 15,976 651 (616) 47,017 30,830 Income Stock 341 - 33 - 2,710 2,955 Intermediate-Term Bond 19,438 1,316 891 (72) 33,238 49,644 International 2,609 - - - 5,528 7,728 Precious Metals and Minerals - 434 - (347) 1,418 635 S&P 500 Index 2,262 - 26 - 1,688 3,980 Short-Term Bond 1,304 21,937 182 (292) 32,763 11,852 Small Cap Stock 866 - - - 2,001 2,809 Value 1,355 - - - 1,626 2,928 (a) Includes reinvestment of distributions from dividend income and realized gains. (b) Includes capital gain distributions received, if any. ================================================================================ 24 | USAA CORNERSTONE CONSERVATIVE FUND ================================================================================ (8) FINANCIAL HIGHLIGHTS Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED YEAR ENDED PERIOD ENDED NOVEMBER 30, MAY 31, MAY 31, ------------------------------------------------------------------ 2015 2015 2014 2013*** ------------------------------------------------------------------ Net asset value at beginning of period $ 10.68 $ 10.77 $ 10.60 $ 10.00 -------------------------------------------------------------- Income (loss) from investment operations: Net investment income .16 .31 .34(a) .35(a) Net realized and unrealized gain (loss) (.43) (.06) .17(a) .46(a) -------------------------------------------------------------- Total from investment operations (.27) .25 .51(a) .81(a) -------------------------------------------------------------- Less distributions from: Net investment income (.15) (.32) (.32) (.21) Realized capital gains - (.02) (.02) (.00)(b) -------------------------------------------------------------- Total distributions (.15) (.34) (.34) (.21) -------------------------------------------------------------- Net asset value at end of period $ 10.26 $ 10.68 $ 10.77 $ 10.60 ============================================================== Total return (%)* (2.53) 2.37 4.99 8.11 Net assets at end of period (000) $137,934 $145,626 $109,013 $68,571 Ratios to average net assets:**,(e) Expenses (%)(d) .10(c) .10 .10 .10(c) Expenses, excluding reimbursements (%)(d) .13(c) .15 .20 .52(c) Net investment income (%) 3.10(c) 3.03 3.27 3.27(c) Portfolio turnover (%) 29 5 1 4 * 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, 2015, average net assets were $140,270,000. *** Fund commenced operations on June 8, 2012. (a) Calculated using average shares. (b) Represents less than $0.01 per share. (c) Annualized. The ratio is not necessarily indicative of 12 months of operations. (d) Reflects total annual operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (+) Represents less than 0.01% of average net assets. (e) Calculated excluding the Fund's pro-rata share of expenses of the underlying USAA Funds. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 25 ================================================================================ EXPENSE EXAMPLE November 30, 2015 (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 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 Fund also indirectly bears its pro-rata share of the expenses of the underlying USAA Funds in which it invests (acquired funds). These acquired fund fees and expenses are not included in the Fund's annualized expense ratios used to calculate the expense estimates in the table on the next page. 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, 2015, through November 30, 2015. 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 ================================================================================ 26 | USAA CORNERSTONE CONSERVATIVE FUND ================================================================================ 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 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. Acquired fund fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expenses paid in the table below. EXPENSES PAID BEGINNING ENDING DURING PERIOD* ACCOUNT VALUE ACCOUNT VALUE JUNE 1, 2015 - JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 -------------------------------------------------------------- Actual $1,000.00 $ 974.70 $0.49 Hypothetical (5% return before expenses) 1,000.00 1,024.50 0.51 *Expenses are equal to the Fund's annualized expense ratio of 0.10%, which is net of any reimbursements and expenses paid indirectly and excludes expenses of the acquired funds, multiplied by the average account value over the period, multiplied by 183 days/366 days (to reflect the one-half-year period). The Fund's actual ending account value is based on its actual total return of (2.53)% for the six-month period of June 1, 2015, through November 30, 2015. ================================================================================ EXPENSE EXAMPLE | 27 ================================================================================ 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 1700 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) (210) 531-8722 -------------------------------------------------------------------------------- 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) or (210) 531-8722; (ii) at USAA.COM; and (iii) in summary within the Statement of Additional Information on the SEC's website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's website at HTTP://WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling (800) 531-USAA (8722) or (210) 531-8722; (ii) at USAA.COM; and (iii) on the SEC's website at HTTP://WWW.SEC.GOV. These Forms N-Q also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. ================================================================================ USAA -------------- 9800 Fredericksburg Road PRSRT STD San Antonio, TX 78288 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] [LOGO OF RECYCLE PAPER] USAA We know what it means to serve.(R) 10% ============================================================================= 97450-0116 (C)2016, USAA. All rights reserved. [LOGO OF USAA] USAA(R) [GRAPHIC OF USAA CORNERSTONE EQUITY FUND] ============================================================ SEMIANNUAL REPORT USAA CORNERSTONE EQUITY FUND NOVEMBER 30, 2015 ============================================================ ================================================================================ ================================================================================ PRESIDENT'S MESSAGE "A NEW YEAR IS A GREAT TIME TO REEVALUATE YOUR INVESTMENT PLAN TO HELP ENSURE YOU ARE STAYING [PHOTO OF BROOKS ENGLEHARDT] ON TRACK TOWARD YOUR FINANCIAL GOALS." -------------------------------------------------------------------------------- JANUARY 2016 The financial markets were volatile during the reporting period ended November 30, 2015, but U.S. stocks, the broad U.S. fixed-income market, and longer-term U.S. Treasury securities had experienced minimal change when the reporting period came to an end. Emerging markets stocks, in contrast, generally suffered losses, while stocks in non-U.S. developed markets also declined, though to a lesser extent. When the reporting period began in June 2015, Greece was once again in the headlines, as the country's debt problems reemerged and investors speculated about the future of the European Union. During July 2015, market turbulence increased. Worries about China's slow economic growth triggered a steep decline in the Chinese equity market, with many other emerging stock markets falling in a similar fashion. In response, the Chinese authorities surprised many investors by devaluing its currency, which added to investors' existing concerns about the health of the global economy. The result was a broad sell-off in riskier asset classes and a flight to the perceived safety of U.S. Treasury securities. Meanwhile, a divergence in global economic growth was reflected in the monetary policies being pursued by the world's central banks. Persistent economic weakness outside the United States led many central banks to cut interest rates and boost quantitative easing, resulting in low--and even negative--global interest rates. At the same time, the U.S. economy continued to grow, albeit slowly, and the Federal Reserve (the Fed) strongly signaled that it would begin to raise interest rates for the first time in seven years. As a result, shorter-term U.S. Treasury yields rose during the reporting period, while longer-term U.S. Treasury yields edged up slightly. On December 16, 2015, the Fed raised the target range for the federal funds rate from 0.25% to 0.50%. At USAA Investments, we believe it is less important when the first interest rate increase occurs than how quickly the Fed affects interest rates. We have long believed Fed policymakers are unlikely to raise interest rates rapidly because they will not want to jeopardize the U.S. economy. In addition, there appears to be no pressing reason, such as a higher rate of inflation, for them ================================================================================ ================================================================================ to do so. Therefore, the modest interest rate increase in December 2015 is consistent with our outlook. Also of note during the reporting period was the steady decline in commodities prices. What caused the drop in oil, natural gas, coal, and industrial metals prices? In our opinion, there was no single reason. Certainly, the divergence in global economic growth and central bank monetary policy created uncertainty in the world's commodities markets. But softening global demand and, in the case of energy, an increase in supply were also key factors. In addition, commodities are generally priced in U.S. dollars and the appreciation of the U.S. dollar during the reporting period dampened prices. A new year is a great time to reevaluate your investment plan to help ensure you are staying on track toward your financial goals. Investors also may want to consider making a 2016 IRA contribution. The sooner investors invest their money, the sooner it can start working for them. For assistance, please feel free to give our financial advisors a call. Looking ahead, we expect to see continued volatility--at least in the near term--in the financial markets. It's been several years since we've seen this kind of market turbulence, so the events of the reporting period are a helpful reminder that volatility is to be expected from time to time and is normal market behavior. Long-term investors should strive to make decisions based on their long-term objectives, time horizon, and risk tolerance, rather than in response to market turmoil. On behalf of all of us at USAA Investments, we wish you a happy, healthy, and prosperous year in 2016. Thank you for your continued investment in our family of mutual funds. Sincerely, /S/ BROOKS ENGLEHARDT Brooks Englehardt President USAA Investments PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. o As interest rates rise, bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. o Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. o Investments provided by USAA Investment Management Company and USAA Financial Advisors Inc., both registered broker dealers, and affiliates. ================================================================================ ================================================================================ TABLE OF CONTENTS -------------------------------------------------------------------------------- FUND OBJECTIVE 1 MANAGERS' COMMENTARY 2 INVESTMENT OVERVIEW 5 FINANCIAL INFORMATION Portfolio of Investments 9 Notes to Portfolio of Investments 10 Financial Statements 11 Notes to Financial Statements 14 EXPENSE EXAMPLE 23 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)2016, USAA. All rights reserved. 200989-0116 ================================================================================ ================================================================================ FUND OBJECTIVE THE USAA CORNERSTONE EQUITY FUND (THE FUND) SEEKS CAPITAL APPRECIATION OVER THE LONG TERM. -------------------------------------------------------------------------------- TYPES OF INVESTMENTS The Fund invests at least 80% of its assets in a selection of USAA mutual funds (underlying USAA Funds) consisting of a long-term target asset allocation in equity securities. This is often referred to as a fund-of-funds investment strategy. The target asset class allocation can deviate from time to time from these targets as market conditions warrant. This 80% policy may be changed upon at least 60 days' written notice to shareholders. 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. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election or change or revoke a prior withholding election, call (800) 531-USAA (8722) or (210) 531-8722. If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. ================================================================================ FUND OBJECTIVE | 1 ================================================================================ MANAGERS' COMMENTARY ON THE FUND -------------------------------------------------------------------------------- [PHOTO OF JOHN P. TOOHEY] [PHOTO OF WASIF A. LATIF] JOHN P. TOOHEY, CFA WASIF A. LATIF USAA Asset USAA Asset Management Company Management Company -------------------------------------------------------------------------------- o HOW DID THE GLOBAL FINANCIAL MARKETS PERFORM DURING THE REPORTING PERIOD? The reporting period ended November 30, 2015, proved to be a challenging time for the world financial markets as concerns about slow global growth, China's currency devaluation, and the potential for an interest rate increase by the Federal Reserve (the Fed) combined to weigh upon investor sentiment. U.S. equities generally finished the reporting period with a negative return, but they generated returns above those of the international markets. The U.S. economy appeared to be on track to deliver growth of approximately 2% in the second half of 2015 amid strength in the housing market, employment, and consumer spending. While low compared to historical standards, this rate is nonetheless higher than the majority of the world's developed economies - a positive for U.S. stocks' relative performance during the reporting period. Within the domestic market, small-cap stocks generally underperformed large-cap stocks as investors appeared averse to risk. Developed market international stocks finished with a loss and underperformed U.S. equities which was likely due to mounting concerns about slowing economic growth in both Europe and Japan. In addition, the weakness in foreign currencies relative to the U.S. dollar translated to lower total returns for U.S.-based investors. Emerging market stocks also generally finished the reporting period with a loss. Falling commodity prices, together with China's move toward a consumer-led economy from one driven primarily by fixed-asset investment, likely led to slower Refer to page 7 for benchmark definitions. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. ================================================================================ 2 | USAA CORNERSTONE EQUITY FUND ================================================================================ growth in many of the exporting economies within the asset class. In addition, currency weakness compelled many central banks to raise interest rates even as growth slowed. Together, these factors caused the emerging markets to close the reporting period near the low end of their range for the past five years. The impact of weaker commodity prices was not limited to the emerging markets. Stocks in the gold-mining sector fell sharply as well, reflecting the effect of falling gold prices on their profit outlook. o HOW DID THE USAA CORNERSTONE EQUITY FUND (THE FUND) PERFORM DURING THE REPORTING PERIOD? For the reporting period ended November 30, 2015, the Fund had a total return of -5.44%. This compares to a return of -5.43% for the MSCI All-Country World Index and -4.73% for the Cornerstone Equity Composite Index. USAA Asset Management Company (the Manager) is the Fund's investment adviser. The investment adviser provides day-to-day discretionary management for the Fund's assets. o PLEASE DISCUSS THE FACTORS THAT HELPED AND HURT PERFORMANCE. The Fund employs a diversified, long-term approach that favors undervalued market segments and avoids those that appear more richly priced. While this strategy led to underperformance during the reporting period, we remain confident in the Fund's overall positioning. The Fund's overweight position in the developed international markets was the primary factor affecting performance during a time in which U.S. equities delivered superior returns. Nevertheless, we retain this positioning for the Fund on the belief that the foreign markets offer both attractive relative valuations and the potential for improving corporate earnings. In addition, we believe international equities can benefit from accommodative monetary policies of the central banks in Europe and Japan relative to the Fed's current monetary policy. The Fund's allocation to the emerging markets also pressured results given the substantial underperformance of the market segment. Although we ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 3 ================================================================================ trimmed the Fund's positions during the course of the year in order to manage risk, we maintained an allocation to emerging markets on the belief that emerging market stocks continue to offer superior long-term return potential relative to developed markets. The Fund's U.S. equity portfolio lost ground in the aggregate, but it outpaced the other allocations within the Fund. We continue to invest the Fund's domestic equity portfolio in large-cap stocks based on our belief that they offer attractive valuations relative to their mid- and small-cap counterparts. This aspect of our positioning for the Fund contributed to its performance during the reporting period, illustrating the potential benefits of our value-oriented approach. The Fund's exposure to gold stocks detracted from performance. While the prices of gold and the related equities fell during the reporting period, we believe this asset class remains essential to diversification through its ability to offset the potential long-term impact of inflation. The market backdrop remains uncertain as we move toward 2016, with the Fed's monetary policy, China's growth outlook, and geopolitical headlines all representing factors that are affecting investor sentiment. In this environment, our approach is to remain focused on identifying asset classes that have the potential to offer value. The reason for this is simple: valuation is one of the strongest indicators of longer-term returns. While a value-driven approach may not always work for a quarter-to-quarter basis, we measure success in years, not months. With this as background, we believe the Fund will be better served by a continued emphasis on diversification and a preference for market segments with attractive valuations. Thank you for your interest in the Fund. The assets of the Cornerstone Equity Fund will be invested in other USAA funds and will indirectly bear expenses and reflect the risks of the underlying funds in which it invests. o The underlying funds may be invested in, among other things: (1) exchange-traded funds; (2) futures, options, and other derivatives; (3) non-investment grade securities; (4) precious metals and minerals companies; (5) real estate investment trusts; (6) money market instruments; and (7) foreign and emerging markets. o These types of investments and asset classes may be more volatile than others. In addition, it is possible that a particular asset allocation used by the Manager may not produce the intended result. o Foreign investing is subject to additional risks, such as currency fluctuations, market illiquidity, and political instability. Emerging market countries are most volatile. Emerging market countries are less diverse and mature than other countries and tend to be politically less stable. o The USAA Precious Metals and Minerals Fund is subject to additional risks, such as currency fluctuation, market illiquidity, political instability and increased price volatility. It may be more volatile than a fund that diversifies across many industries and companies. o Diversification is a technique intended to help reduce risk and does not guarantee a profit or prevent a loss. ================================================================================ 4 | USAA CORNERSTONE EQUITY FUND ================================================================================ INVESTMENT OVERVIEW USAA CORNERSTONE EQUITY FUND (THE FUND) (Ticker Symbol: UCEQX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $94.8 Million $91.7 Million Net Asset Value Per Share $12.87 $13.61 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR SINCE INCEPTION 6/8/12 -5.44% -2.19% 9.02% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR SINCE INCEPTION 6/8/12 -2.27% 8.12% -------------------------------------------------------------------------------- EXPENSE RATIOS AS OF 5/31/15** -------------------------------------------------------------------------------- BEFORE REIMBURSEMENT 1.16% AFTER REIMBURSEMENT 1.02% (Includes acquired fund fees and expenses of 0.92%) THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratios represent the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and are calculated as a percentage of average net assets. USAA Asset Management Company (the Manager) has agreed, through October 1, 2016, to make payments or waive management, administration, and other fees to limit the expenses of the Fund so that the total annual operating expenses (exclusive of commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 0.10% of the Fund's average net assets. This reimbursement arrangement may not be changed or terminated during this time period without approval of the Fund's Board of Trustees and may be changed or terminated by the Manager at any time after October 1, 2016. If the total annual operating expense ratio of the Fund is lower than 0.10%, the Fund will operate at the lower expense ratio. 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. ================================================================================ INVESTMENT OVERVIEW | 5 ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] CORNERSTONE EQUITY MSCI-ALL COUNTRY USAA CORNERSTONE COMPOSITE INDEX WORLD INDEX EQUITY FUND 05/31/12 $10,000.00 $10,000.00 $10,000.00 06/30/12 10,454.60 10,493.89 10,250.00 07/31/12 10,589.58 10,637.55 10,290.00 08/31/12 10,827.10 10,868.84 10,570.00 09/30/12 11,138.14 11,211.17 10,940.00 10/31/12 11,030.66 11,136.45 10,810.00 11/30/12 11,148.74 11,278.85 10,900.00 12/31/12 11,372.54 11,534.33 11,161.72 01/31/13 11,911.10 12,065.70 11,545.91 02/28/13 11,949.36 12,063.82 11,515.58 03/31/13 12,236.03 12,281.81 11,717.79 04/30/13 12,525.80 12,635.33 11,727.90 05/31/13 12,557.29 12,600.66 11,839.11 06/30/13 12,241.81 12,232.36 11,454.92 07/31/13 12,823.59 12,817.95 12,061.53 08/31/13 12,548.66 12,550.90 11,839.11 09/30/13 13,138.37 13,199.17 12,354.73 10/31/13 13,636.56 13,729.68 12,779.36 11/30/13 13,842.16 13,924.12 12,941.13 12/31/13 14,103.21 14,164.33 13,133.04 01/31/14 13,647.54 13,597.75 12,649.68 02/28/14 14,304.34 14,254.63 13,307.87 03/31/14 14,361.97 14,318.01 13,307.87 04/30/14 14,453.58 14,454.31 13,338.72 05/31/14 14,731.26 14,761.74 13,595.83 06/30/14 15,045.40 15,039.67 13,924.93 07/31/14 14,801.75 14,857.12 13,595.83 08/31/14 15,186.81 15,185.29 13,966.07 09/30/14 14,684.35 14,693.04 13,441.57 10/31/14 14,878.84 14,796.48 13,534.13 11/30/14 15,102.65 15,043.98 13,811.80 12/31/14 14,891.46 14,753.68 13,520.46 01/31/15 14,664.01 14,523.01 13,415.49 02/28/15 15,433.86 15,331.53 14,097.81 03/31/15 15,240.37 15,093.98 13,856.37 04/30/15 15,577.10 15,531.92 14,244.77 05/31/15 15,616.59 15,511.65 14,286.76 06/30/15 15,300.22 15,146.48 13,961.34 07/31/15 15,393.23 15,278.01 13,919.35 08/31/15 14,425.51 14,230.69 13,048.08 09/30/15 13,953.00 13,715.12 12,628.19 10/31/15 14,962.73 14,791.55 13,541.45 11/30/15 14,877.68 14,669.41 13,509.96 [END CHART] Data from 5/31/12 through 11/30/15.* 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. *The performance of the Cornerstone Equity Composite Index and MSCI All-Country World Index is calculated from the end of the month, May 31, 2012, while the inception date of the Cornerstone Equity Fund is June 8, 2012. There may be a slight variation of the performance numbers because of this difference. ================================================================================ 6 | USAA CORNERSTONE EQUITY FUND ================================================================================ The graph on page 6 illustrates the comparison of a $10,000 hypothetical investment in the USAA Cornerstone Equity Fund to the benchmarks listed below. The Manager has developed the Composite Index, which is used to measure the Fund's performance. The custom benchmark was created by the Manager to show how the Fund's performance compares with the returns of an index or indexes with similar asset allocations. o The Cornerstone Equity Composite Index is a combination of unmanaged indexes representing the Fund's model allocation, and consists of the MSCI USA Investable Market Index (IMI) (56%), the MSCI ACWI ex USA IMI (37%), the Bloomberg Commodity Index Total Return (2.5%), the MSCI U.S. Real Estate Investment Trust (REIT) Index (2.5%), and the Barclays U.S. Treasury - Bills (1-3M) (2%). o The unmanaged MSCI All-Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. ================================================================================ INVESTMENT OVERVIEW | 7 ================================================================================ o ASSET ALLOCATION - 11/30/15 o INVESTMENT ALLOCATION -------------------------------------------------------------------------------- USAA FUND: Aggressive Growth ...................................................... 4.9% Emerging Markets ....................................................... 8.0% Growth ................................................................. 7.4% Income Stock ........................................................... 11.1% International .......................................................... 29.7% Precious Metals and Minerals ........................................... 2.0% S&P 500 Index .......................................................... 14.7% Small Cap Stock ........................................................ 10.6% Value .................................................................. 11.1% Total Equity & Alternative ........................................... 99.5% CASH: Money Market Instruments ............................................... 0.4% Percentages are of the net assets of the Fund and may not equal 100%. ================================================================================ 8 | USAA CORNERSTONE EQUITY FUND ================================================================================ PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) ------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------ EQUITY & ALTERNATIVE FUNDS (99.5%) 109,104 USAA Aggressive Growth Fund $ 4,653 534,847 USAA Emerging Markets Fund 7,557 270,480 USAA Growth Fund 7,035 597,372 USAA Income Stock Fund 10,490 983,910 USAA International Fund 28,199 222,343 USAA Precious Metals and Minerals Fund 1,936 467,370 USAA S&P 500 Index Fund 13,942 572,818 USAA Small Cap Stock Fund 9,996 526,050 USAA Value Fund 10,558 ------- Total Equity & Alternative Funds (cost: $89,463) 94,366 ------- MONEY MARKET INSTRUMENTS (0.4%) MONEY MARKET FUNDS (0.4%) 399,194 State Street Institutional Liquid Reserves Fund Premier Class, 0.15%(a) (cost: $399) 399 ------- TOTAL INVESTMENTS (COST: $89,862) $94,765 ======= ------------------------------------------------------------------------------------------------------ ($ 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 ------------------------------------------------------------------------------------------------------ Equity & Alternative Funds $94,366 $- $- $94,366 Money Market Instruments: Money Market Funds 399 - - 399 ------------------------------------------------------------------------------------------------------ Total $94,765 $- $- $94,765 ------------------------------------------------------------------------------------------------------ For the period of June 1, 2015, through November 30, 2015, there were no transfers of securities between levels. The Fund's policy is to recognize any transfers into and out of the levels as of the beginning of the period in which the event or circumstance that caused the transfer occurred. ================================================================================ PORTFOLIO OF INVESTMENTS | 9 ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------- o GENERAL NOTES Market values of securities are determined by procedures and practices discussed in Note 1A 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. The underlying funds in which the Fund invests are managed by USAA Asset Management Company, an affiliate of the Fund. The Fund invests in the Reward Shares of the USAA S&P 500 Index Fund and the Institutional Shares of the other USAA mutual funds. o SPECIFIC NOTES (a) Rate represents the money market fund annualized seven-day yield at November 30, 2015. See accompanying notes to financial statements. ================================================================================ 10 | USAA CORNERSTONE EQUITY FUND ================================================================================ STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) November 30, 2015 (unaudited) -------------------------------------------------------------------------------- ASSETS Investments in affiliated underlying funds, at value (cost of $89,463) $94,366 Investments in other securities, at value (cost of $399) 399 Receivables: Capital shares sold 178 USAA Asset Management Company (Note 5C) 27 ------- Total assets 94,970 ------- LIABILITIES Payables: Capital shares redeemed 113 Other accrued expenses and payables 39 ------- Total liabilities 152 ------- Net assets applicable to capital shares outstanding $94,818 ======= NET ASSETS CONSIST OF: Paid-in capital $89,501 Accumulated undistributed net investment income 214 Accumulated net realized gain on investments 200 Net unrealized appreciation of investments 4,903 ------- Net assets applicable to capital shares outstanding $94,818 ======= Capital shares outstanding, unlimited number of shares authorized, no par value 7,369 ======= Net asset value, redemption price, and offering price per share $ 12.87 ======= See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 11 ================================================================================ STATEMENT OF OPERATIONS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited) -------------------------------------------------------------------------------- INVESTMENT INCOME Income distributions from affiliated underlying funds $ 206 ------- EXPENSES Custody and accounting fees 21 Postage 8 Shareholder reporting fees 6 Trustees' fees 13 Registration fees 11 Professional fees 33 Other 3 ------- Total expenses 95 Expenses reimbursed (50) ------- Net expenses 45 ------- NET INVESTMENT INCOME 161 ------- NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS Net realized loss on sales of affiliated underlying funds (1,379) Change in net unrealized appreciation/(depreciation) of affiliated underlying funds (3,845) ------- Net realized and unrealized loss (5,224) ------- Decrease in net assets resulting from operations $(5,063) ======= See accompanying notes to financial statements. ================================================================================ 12 | USAA CORNERSTONE EQUITY FUND ================================================================================ STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited), and year ended May 31, 2015 -------------------------------------------------------------------------------------------------- 11/30/2015 5/31/2015 -------------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income $ 161 $ 1,361 Net realized loss on sales of affiliated underlying funds (1,379) (487) Net realized gain on capital gain distributions from affiliated underlying funds - 2,085 Change in net unrealized appreciation/(depreciation) of affiliated underlying funds (3,845) 1,155 ------------------------- Increase (decrease) in net assets resulting from operations (5,063) 4,114 ------------------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income - (1,371) Net realized gains - (165) ------------------------- Distributions to shareholders - (1,536) ------------------------- FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold 19,697 47,305 Reinvested dividends - 1,457 Cost of shares redeemed (11,542) (25,654) ------------------------- Increase in net assets from capital share transactions 8,155 23,108 ------------------------- Net increase in net assets 3,092 25,686 NET ASSETS Beginning of period 91,726 66,040 ------------------------- End of period $ 94,818 $ 91,726 ========================= Accumulated undistributed net investment income: End of period $ 214 $ 53 ========================= CHANGE IN SHARES OUTSTANDING Shares sold 1,525 3,560 Shares issued for dividends reinvested - 112 Shares redeemed (896) (1,929) ------------------------- Increase in shares outstanding 629 1,743 ========================= See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 13 ================================================================================ NOTES TO FINANCIAL STATEMENTS November 30, 2015 (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 54 separate funds. Additionally, the Fund qualifies as a registered investment company under Accounting Standards Codification Topic 946. The information presented in this semiannual report pertains only to the USAA Cornerstone Equity Fund (the Fund), which is classified as diversified under the 1940 Act. The Fund's investment objective is to seek capital appreciation over the long term. The Fund is a "fund of funds" in that it invests in a portfolio of underlying USAA equity & alternative mutual funds (underlying USAA Funds) managed by USAA Asset Management Company (the Manager), an affiliate of the Fund. 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. ================================================================================ 14 | USAA CORNERSTONE EQUITY FUND ================================================================================ 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 the Manager, an affiliate of the Fund. Among other things, these monthly meetings include a review and analysis of back testing reports, pricing service quotation comparisons, illiquid securities and fair value determinations, pricing movements, and daily stale price monitoring. The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below: 1. Investments in the underlying USAA Funds and other open-end investment companies, other than exchange-traded funds (ETFs) are valued at their net asset value (NAV) at the end of each business day. 2. The underlying USAA Funds have specific valuation procedures. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with 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 a 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, other pricing services, 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, evaluation of credit quality, and an evaluation of the forces that influenced the market in which the securities are purchased and sold. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 15 ================================================================================ 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 indexes. 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. C. 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. D. 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 and capital gain distributions from the underlying USAA Funds are recorded on the ex-dividend date. Interest income is recorded daily on the accrual basis. Discounts and premiums on short- term securities are amortized on a straight-line basis over the life of the respective securities. E. 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 ================================================================================ 16 | USAA CORNERSTONE EQUITY FUND ================================================================================ Fund's bank accounts may be used to directly reduce the Fund's expenses. For the six-month period ended November 30, 2015, there were no custodian and other bank credits. F. 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. G. 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 9.0 basis points of the amount of the committed loan agreement. Prior to September 30, 2015, the maximum annual facility fee was 7.0 basis points of the amount of the committed loan agreement. The facility fees are allocated among the USAA Funds based on their respective average net assets for the period. The USAA Funds may request an optional increase of the committed loan agreement up to $750 million. If the USAA Funds increase the committed loan agreement above the $500 million, the assessed facility fee by CAPCO will be increased to 10.0 basis points. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 17 ================================================================================ For the six-month period ended November 30, 2015, the Fund paid CAPCO facility fees of less than $500, which represents 0.1% 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, 2015. (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, 2016, in accordance with applicable tax law. Distributions of net investment income and realized gains from security transactions not offset by capital losses are made annually in the succeeding fiscal year or as otherwise required to avoid the payment of federal taxes. At May 31, 2015, the Fund had no capital loss carryforwards, for federal income tax purposes. For the six-month period ended November 30, 2015, 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 the Fund's 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, 2015, were $19,173,000 and $10,162,000, respectively. As of November 30, 2015, 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, 2015, were $6,552,000 and $1,649,000, respectively, resulting in net unrealized appreciation of $4,903,000. ================================================================================ 18 | USAA CORNERSTONE EQUITY FUND ================================================================================ (5) AGREEMENTS WITH MANAGER A. ADVISORY AGREEMENT - The Manager carries out the Fund's investment policies and manages the Fund's portfolio pursuant to an Advisory Agreement. The Manager does not receive any management fees from the Fund for these services. B. ADMINISTRATION AND SERVICING FEES - The Manager provides certain administration and servicing functions for the Fund. The Manager does not receive any fees from the Fund for these services. 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 billing of these expenses to the Fund. These expenses are included in the professional fees on the Fund's Statement of Operations and, for the six-month period ended November 30, 2015, were $1,000 for the Fund. C. EXPENSE LIMITATION - The Manager agreed, through October 1, 2016, to limit the total annual operating expenses of the Fund to 0.10% of its average net assets, excluding extraordinary expenses and before reductions of any expenses paid indirectly, and to reimburse the Fund for all expenses in excess of that amount. This expense limitation arrangement may not be changed or terminated through October 1, 2016, 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, 2015, the Fund incurred reimbursable expenses of $50,000, of which $27,000 was receivable from the Manager. D. TRANSFER AGENCY AGREEMENT - USAA Transfer Agency Company, d/b/a USAA Shareholder Account Services (SAS), an affiliate of the Manager, provides transfer agent services to the Fund. SAS does not receive any fees from the Fund for these services. 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. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 19 ================================================================================ (6) TRANSACTIONS WITH AFFILIATES Certain trustees and officers of the Fund are also directors, officers, and/or employees of the Manager. None of the affiliated trustees or Fund officers received any compensation from the Fund. The Manager is indirectly wholly owned by United Services Automobile Association (USAA), a large, diversified financial services institution. At November 30, 2015, USAA and its affiliates owned 234,000 shares, which represents 3.2% of the Fund. (7) TRANSACTIONS WITH AFFILIATED FUNDS A. SHARE OWNERSHIP - The Fund does not invest in the underlying USAA Funds for the purpose of exercising management or control; however, investments by the Fund may represent a significant portion of the underlying USAA Funds' net assets. At November 30, 2015, the Fund owned the following percentages of the total outstanding shares of each of the underlying USAA Funds: AFFILIATED USAA FUND OWNERSHIP % -------------------------------------------------------------------------------- Aggressive Growth 0.3 Emerging Markets 0.8 Growth 0.3 Income Stock 0.4 International 0.8 Precious Metals and Minerals 0.4 S&P 500 Index 0.3 Small Cap Stock 0.7 Value 0.8 ================================================================================ 20 | USAA CORNERSTONE EQUITY FUND ================================================================================ B. TRANSACTIONS WITH AFFILIATED FUNDS - The following table provides details related to the Fund's investment in the underlying USAA Funds for the six-month period ended November 30, 2015 (in thousands): REALIZED PURCHASE SALES DIVIDEND GAIN MARKET VALUE AFFILIATED USAA FUND COST(a) PROCEEDS INCOME (LOSS)(b) 05/31/2015 11/30/2015 ------------------------------------------------------------------------------------------------------ Aggressive Growth $ 291 $2,642 $ - $ 54 $ 6,900 $ 4,653 Emerging Markets 1,423 2,898 - (778) 10,684 7,557 Growth 391 1,281 - (5) 7,760 7,035 Income Stock 1,637 - 114 - 9,161 10,490 International 2,864 1,714 - (122) 29,137 28,199 Precious Metals and Minerals 995 1,627 - (528) 3,500 1,936 S&P 500 Index 7,426 - 92 - 6,414 13,942 Small Cap Stock 2,416 - - - 7,851 9,996 Value 1,730 - - - 9,172 10,558 (a) Includes reinvestment of distributions from dividend income and realized gains. (b) Includes capital gain distributions received, if any. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 21 ================================================================================ (8) FINANCIAL HIGHLIGHTS Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED YEAR ENDED PERIOD ENDED NOVEMBER 30, MAY 31, MAY 31, --------------------------------------------------------- 2015 2015 2014 2013*** -------------------------------------------------------- Net asset value at beginning of period $ 13.61 $ 13.22 $ 11.71 $ 10.00 ---------------------------------------------------- Income (loss) from investment operations: Net investment income .02 .24 .17 .12(a) Net realized and unrealized gain (loss) (.76) .42 1.55 1.71(a) ---------------------------------------------------- Total from investment operations (.74) .66 1.72 1.83(a) ---------------------------------------------------- Less distributions from: Net investment income - (.24) (.16) (.12) Realized capital gains - (.03) (.05) (.00)(b) ---------------------------------------------------- Total distributions - (.27) (.21) (.12) ---------------------------------------------------- Net asset value at end of period $ 12.87 $ 13.61 $ 13.22 $ 11.71 ==================================================== Total return (%)* (5.44) 5.08 14.84 18.39 Net assets at end of period (000) $94,818 $91,726 $66,040 $31,555 Ratios to average net assets:**,(e) Expenses (%)(c) .10(d) .10 .10 .10(d) Expenses, excluding reimbursements (%)(c) .21(d) .24 .33 1.13(d) Net investment income (%) .35(d) 1.77 1.45 1.09(d) Portfolio turnover (%) 11 8 2 5 * 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, 2015, average net assets were $91,585,000. *** Fund commenced operations on June 8, 2012. (a) Calculated using average shares. (b) Represents less than $0.01 per share. (c) Reflects total annual operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (+) Represents less than 0.01% of average net assets. (d) Annualized. The ratio is not necessarily indicative of 12 months of operations. (e) Calculated excluding the Fund's pro-rata share of expenses of the underlying USAA Funds. ================================================================================ 22 | USAA CORNERSTONE EQUITY FUND ================================================================================ EXPENSE EXAMPLE November 30, 2015 (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 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 Fund also indirectly bears its pro-rata share of the expenses of the underlying USAA Funds in which it invests (acquired funds). These acquired fund fees and expenses are not included in the Fund's annualized expense ratios used to calculate the expense estimates in the table on the next page. 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, 2015, through November 30, 2015. 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 ================================================================================ Expense Example | 23 ================================================================================ 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 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. Acquired fund fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expenses paid in the table below. EXPENSES PAID BEGINNING ENDING DURING PERIOD* ACCOUNT VALUE ACCOUNT VALUE JUNE 1, 2015- JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 ----------------------------------------------------------- Actual $1,000.00 $ 945.63 $0.49 Hypothetical (5% return before expenses) 1,000.00 1,024.50 0.51 *Expenses are equal to the Fund's annualized expense ratio of 0.10%, which is net of any reimbursements and expenses paid indirectly, and excludes expenses of the acquired funds, multiplied by the average account value over the period, multiplied by 183 days/366 days (to reflect the one-half-year period). The Fund's actual ending account value is based on its actual total return of (5.44)% for the six-month period of June 1, 2015, through November 30, 2015. ================================================================================ 24 | USAA CORNERSTONE EQUITY FUND ================================================================================ TRUSTEES Daniel S. McNamara Robert L. Mason, Ph.D. Jefferson C. Boyce Dawn M. Hawley Paul L. McNamara Barbara B. Ostdiek, Ph.D. Michael F. Reimherr -------------------------------------------------------------------------------- ADMINISTRATOR AND USAA Asset Management Company INVESTMENT ADVISER P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- UNDERWRITER AND USAA Investment Management Company DISTRIBUTOR P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- TRANSFER AGENT USAA Shareholder Account Services 9800 Fredericksburg Road San Antonio, Texas 78288 -------------------------------------------------------------------------------- CUSTODIAN AND State Street Bank and Trust Company ACCOUNTING AGENT P.O. Box 1713 Boston, Massachusetts 02105 -------------------------------------------------------------------------------- INDEPENDENT Ernst & Young LLP REGISTERED PUBLIC 100 West Houston St., Suite 1700 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) (210) 531-8722 -------------------------------------------------------------------------------- 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) or (210) 531-8722; (ii) at USAA.COM; and (iii) in summary within the Statement of Additional Information on the SEC's website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's website at HTTP://WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling (800) 531-USAA (8722) or (210) 531-8722; (ii) at USAA.COM; and (iii) on the SEC's website at HTTP://WWW.SEC.GOV. These Forms N-Q also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. ================================================================================ -------------- USAA PRSRT STD 9800 Fredericksburg Road U.S. Postage San Antonio, TX 78288 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) ============================================================================= 97453-0116 (C)2016, USAA. All rights reserved. [LOGO OF USAA] USAA(R) [GRAPHIC OF USAA CORNERSTONE MODERATELY AGGRESSIVE FUND] ============================================================== SEMIANNUAL REPORT USAA CORNERSTONE MODERATELY AGGRESSIVE FUND NOVEMBER 30, 2015 ============================================================== ================================================================================ ================================================================================ PRESIDENT'S MESSAGE "A NEW YEAR IS A GREAT TIME TO REEVALUATE YOUR INVESTMENT PLAN TO HELP ENSURE YOU ARE STAYING [PHOTO OF BROOKS ENGLEHARDT] ON TRACK TOWARD YOUR FINANCIAL GOALS." -------------------------------------------------------------------------------- JANUARY 2016 The financial markets were volatile during the reporting period ended November 30, 2015, but U.S. stocks, the broad U.S. fixed-income market, and longer-term U.S. Treasury securities had experienced minimal change when the reporting period came to an end. Emerging markets stocks, in contrast, generally suffered losses, while stocks in non-U.S. developed markets also declined, though to a lesser extent. When the reporting period began in June 2015, Greece was once again in the headlines, as the country's debt problems reemerged and investors speculated about the future of the European Union. During July 2015, market turbulence increased. Worries about China's slow economic growth triggered a steep decline in the Chinese equity market, with many other emerging stock markets falling in a similar fashion. In response, the Chinese authorities surprised many investors by devaluing its currency, which added to investors' existing concerns about the health of the global economy. The result was a broad sell-off in riskier asset classes and a flight to the perceived safety of U.S. Treasury securities. Meanwhile, a divergence in global economic growth was reflected in the monetary policies being pursued by the world's central banks. Persistent economic weakness outside the United States led many central banks to cut interest rates and boost quantitative easing, resulting in low--and even negative--global interest rates. At the same time, the U.S. economy continued to grow, albeit slowly, and the Federal Reserve (the Fed) strongly signaled that it would begin to raise interest rates for the first time in seven years. As a result, shorter-term U.S. Treasury yields rose during the reporting period, while longer-term U.S. Treasury yields edged up slightly. On December 16, 2015, the Fed raised the target range for the federal funds rate from 0.25% to 0.50%. At USAA Investments, we believe it is less important when the first interest rate increase occurs than how quickly the Fed affects interest rates. We have long believed Fed policymakers are unlikely to raise interest rates rapidly because they will not want to jeopardize the U.S. economy. In addition, there appears to be no pressing reason, such as a higher rate of inflation, for them ================================================================================ ================================================================================ to do so. Therefore, the modest interest rate increase in December 2015 is consistent with our outlook. Also of note during the reporting period was the steady decline in commodities prices. What caused the drop in oil, natural gas, coal, and industrial metals prices? In our opinion, there was no single reason. Certainly, the divergence in global economic growth and central bank monetary policy created uncertainty in the world's commodities markets. But softening global demand and, in the case of energy, an increase in supply were also key factors. In addition, commodities are generally priced in U.S. dollars and the appreciation of the U.S. dollar during the reporting period dampened prices. A new year is a great time to reevaluate your investment plan to help ensure you are staying on track toward your financial goals. Investors also may want to consider making a 2016 IRA contribution. The sooner investors invest their money, the sooner it can start working for them. For assistance, please feel free to give our financial advisors a call. Looking ahead, we expect to see continued volatility--at least in the near term--in the financial markets. It's been several years since we've seen this kind of market turbulence, so the events of the reporting period are a helpful reminder that volatility is to be expected from time to time and is normal market behavior. Long-term investors should strive to make decisions based on their long-term objectives, time horizon, and risk tolerance, rather than in response to market turmoil. On behalf of all of us at USAA Investments, we wish you a happy, healthy, and prosperous year in 2016. Thank you for your continued investment in our family of mutual funds. Sincerely, /S/ BROOKS ENGLEHARDT Brooks Englehardt President USAA Investments PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. o As interest rates rise, bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. o Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. o Investments provided by USAA Investment Management Company and USAA Financial Advisors Inc., both registered broker dealers, and affiliates. ================================================================================ ================================================================================ TABLE OF CONTENTS -------------------------------------------------------------------------------- FUND OBJECTIVE 1 MANAGERS' COMMENTARY 2 INVESTMENT OVERVIEW 6 FINANCIAL INFORMATION Portfolio of Investments 11 Notes to Portfolio of Investments 49 Financial Statements 54 Notes to Financial Statements 57 EXPENSE EXAMPLE 74 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)2016, USAA. All rights reserved. 200991-0116 ================================================================================ ================================================================================ FUND OBJECTIVE THE USAA CORNERSTONE MODERATELY AGGRESSIVE FUND (THE FUND) SEEKS CAPITAL APPRECIATION WITH A SECONDARY FOCUS ON CURRENT INCOME. -------------------------------------------------------------------------------- TYPES OF INVESTMENTS The Fund invests in equity securities, bonds, money market instruments, and other instruments. The Fund will have a target asset class allocation of approximately 60% equity securities and 40% fixed-income securities. The actual asset class allocation can deviate from time to time from these targets as market conditions warrant. The implementation of the asset allocation may involve the extensive use of equity and fixed-income exchange-traded funds (ETFs). The Fund may invest in securities issued by domestic and foreign companies. The Fund also may invest in fixed-income securities that are investment grade and below investment grade. The Fund also may use alternative investment strategies, such as investments in real estate investment trusts and precious metals and minerals companies, and other instruments, including futures and options, from time to time, in an attempt to reduce its volatility over time and to enhance the Fund's return and diversification. IRA DISTRIBUTION WITHHOLDING DISCLOSURE We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state's set rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election or change or revoke a prior withholding election, call (800) 531-USAA (8722) or (210) 531-8722. If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. ================================================================================ FUND OBJECTIVE | 1 ================================================================================ MANAGERS' COMMENTARY ON THE FUND USAA Asset Management Company Quantitative Management Associates LLC JOHN P. TOOHEY, CFA JACOB POZHARNY, Ph.D. WASIF A. LATIF JOHN VAN BELLE, Ph.D. ARNOLD J. ESPE, CFA DAN DENBOW, CFA -------------------------------------------------------------------------------- o HOW DID THE GLOBAL FINANCIAL MARKETS PERFORM DURING THE REPORTING PERIOD? The reporting period ended November 30, 2015, proved to be a challenging time for the world financial markets, as concerns about slow global growth, China's currency devaluation, and the potential for an interest rate increase by the Federal Reserve (the Fed) combined to weigh upon investor sentiment. U.S. equities generally finished the reporting period with a negative return, but they generated returns above those of the international markets. The U.S. economy appeared to be on track to deliver growth of approximately 2% in the second half of 2015 amid strength in the housing market, employment, and consumer spending. While low compared to historical standards, this rate is nonetheless higher than the majority of the world's developed economies--a positive for U.S. stocks' relative performance during the reporting period. Within the domestic market, small-cap stocks generally underperformed large-cap stocks as investors appeared averse to risk. Developed market international stocks finished with a loss and underperformed U.S. equities which was likely due to mounting concerns about slowing economic growth in both Europe and Japan. In addition, the weakness in foreign currencies relative to the U.S. dollar translated to lower total returns for U.S.-based investors. Emerging market stocks also generally finished the reporting period with a loss. Falling commodity prices, together with China's move toward a consumer-led economy from one driven primarily by fixed-asset investment, likely led to slower growth ================================================================================ 2 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ in many of the exporting economies within the asset class. In addition, currency weakness compelled many central banks to raise interest rates even as growth slowed. Together, these factors caused the emerging markets to close the reporting period near the low end of their range for the past five years. The impact of weaker commodity prices was not limited to the emerging markets. Stocks in the gold-mining sector fell sharply as well, reflecting the effect of falling gold prices on their profit outlook. In the investment-grade bond market, U.S. Treasuries finished relatively flat. While investors remained on edge about the possibility of the Fed increasing interest rates, bonds gained a degree of support from the backdrop of below-trend growth and low inflation. Investment-grade corporate debt lagged, due largely to a sharp increase in new-issue supply. High-yield bonds underperformed the investment-grade market by a considerable margin, as the weakness in commodity prices pressured the credit outlook for the many energy and mining issuers within the asset class. o HOW DID THE USAA CORNERSTONE MODERATELY AGGRESSIVE FUND (THE FUND) PERFORM DURING THE REPORTING PERIOD? For the reporting period ended November 30 2015, the Fund had a total return of -5.26%. This compares to returns of -0.21% for the S&P 500 Index, -5.43% for the MSCI All-Country World Index*, -3.02% for the Cornerstone Moderately Aggressive Composite Index, and -4.64 for the Lipper Index**. USAA Asset Management Company (the Manager) is the Fund's investment adviser. The investment adviser provides day-to-day discretionary management for the Fund's assets. *As of October 1, 2015, the MSCI All-Country World Index replaced the S&P 500 Index as it more closely represents the securities held by the Fund. **The Lipper Index tracks the performance of the 30 largest funds within a category consisting of funds that allocate their investments across various asset classes, including both domestic and foreign stocks, bonds, and money market instruments, with a focus on total return, and which have at least 25% of their portfolio invested in securities traded outside of the United States. SOURCE: LIPPER, A THOMSON REUTERS COMPANY. Refer to page 8 for benchmark definitions. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 3 ================================================================================ o PLEASE DISCUSS THE FACTORS THAT HELPED AND HURT PERFORMANCE. The Fund employs a diversified, long-term approach that favors undervalued market segments and avoids those that appear more richly priced. While this strategy led to underperformance during the reporting period, we remain confident in the Fund's overall positioning. The Fund's overweight position in the developed international markets was the primary factor affecting relative performance during a time in which U.S. equities delivered superior returns. Nevertheless, we retain this positioning for the Fund on the belief that the foreign markets offer both attractive relative valuations and the potential for improving corporate earnings. In addition, we believe international equities can benefit from accommodative monetary policies of the central banks in Europe and Japan relative to the Fed's current monetary policy. The Fund's allocation to the emerging markets also pressured results given the substantial underperformance of this market segment. Although we trimmed the Fund's emerging markets positions during the course of the reporting period in order to manage risk, we maintained an allocation to emerging markets for the Fund on the belief that emerging market stocks continue to offer superior long-term return potential relative to developed markets. The Fund's U.S. equity portfolio lost ground in the aggregate, but it outpaced the other allocations within the Fund. We continue to invest the Fund's domestic equity portfolio in large-cap stocks based on our belief that they offer attractive valuations relative to their mid- and small-cap counterparts. This aspect of our positioning for the Fund contributed to its performance during the reporting period, illustrating the potential benefits of our value-oriented approach. The Fund's investment-grade bond portfolio also decreased in value, but it provided both income and a measure of stability to the Fund's performance. At a time in which investors seemed to avoid bond market segments with the highest sensitivity to the growth outlook, the Fund's positions in high-yield and lower-rated investment-grade corporate bonds detracted from its performance. We would note, however, that the Fund's allocation to these credit sectors has had a substantial positive impact on the bond portfolio's longer-term results. We offset some of the shortfall in the ================================================================================ 4 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ credit sectors through the Fund's allocation to longer maturity U.S. Treasuries, which finished the reporting period with a gain. We added this position earlier in the year as a "hedge" against market volatility, a move that proved well-timed given the subsequent underperformance of the credit-sensitive areas of the market. The Fund's commodities exposure, which is achieved through investments in a basket of exchange-traded funds (ETFs), natural resources companies and gold stocks detracted from the Fund's performance. Although commodity prices fell sharply during the reporting period, we believe this asset class remains essential to diversification because its potential to offset the long-term impact of inflation. The market backdrop remains uncertain as we move toward 2016, with the Fed's monetary policy, China's growth outlook, and geopolitical headlines all representing factors that are affecting investor sentiment. In this environment, our approach is to remain focused on identifying asset classes that have the potential to offer value. The reason for this is simple: valuation is one of the strongest indicators of longer-term returns. While a value-driven approach may not always work for a quarter-to-quarter basis, we measure success in years, not months. With this as background, we believe the Fund will be better served by a continued emphasis on diversification and a preference for market segments with attractive valuations. Thank you for your investment in the Fund. Asset Allocation funds may be invested in, among other things: (1) exchange-traded funds; (2) futures, options, and other derivatives; (3) non-investment grade securities; (4) precious metals and minerals companies; (5) real estate investment trusts; (6) money market instruments; (7) foreign and emerging markets. These types of investments and asset classes may be more volatile and prone to experience significant loss than others. In addition, its is possible that a particular asset allocation used by the Manager may not produce the intended result. 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 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. o Exchange Traded Funds (ETFs) are subject to risks similar to those of stocks. Investment returns may fluctuate and are subject to market volatility, so that an investor's shares, when redeemed or sold, may be worth more or less than their original cost. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 5 ================================================================================ INVESTMENT OVERVIEW USAA CORNERSTONE MODERATELY AGGRESSIVE FUND (THE FUND) (Ticker Symbol: USCRX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $2.3 Billion $2.5 Billion Net Asset Value Per Share $24.88 $26.26 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEARS 10 YEARS -5.26% -3.45% 4.89% 4.15% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEARS 10 YEARS -4.26% 3.67% 3.78% -------------------------------------------------------------------------------- EXPENSE RATIO AS OF 5/31/15** -------------------------------------------------------------------------------- 1.18% (Includes acquired fund fees and expenses of 0.07%) THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratio represents the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and is calculated as a percentage of average net assets. This expense ratio may differ from the expense ratios disclosed in the Financial Highlights, which excludes acquired fund fees and expenses. Effective, October 1, 2015, the investment management fee was decreased from 0.75% to 0.70% of the Fund's average net assets. 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. ================================================================================ 6 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] CORNERSTONE MODERATELY USAA CORNERSTONE AGGRESSIVE COMPOSITE MSCI ALL-COUNTRY MODERATELY S&P 500 INDEX INDEX WORLD INDEX* AGGRESSIVE FUND LIPPER INDEX 11/30/05 $10,000.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00 12/31/05 10,003.43 10,161.05 10,245.94 10,157.12 10,264.42 01/31/06 10,268.35 10,462.03 10,750.31 10,427.82 10,680.61 02/28/06 10,296.21 10,462.25 10,734.54 10,404.28 10,672.67 03/31/06 10,424.38 10,570.52 10,960.29 10,537.67 10,821.46 04/30/06 10,564.35 10,735.70 11,325.08 10,729.91 11,049.20 05/31/06 10,260.29 10,494.03 10,878.63 10,396.44 10,775.79 06/30/06 10,274.20 10,501.35 10,873.94 10,412.13 10,692.67 07/31/06 10,337.58 10,584.97 10,948.16 10,498.44 10,702.85 08/31/06 10,583.54 10,800.31 11,232.00 10,733.83 10,930.92 09/30/06 10,856.28 10,916.27 11,362.90 10,824.07 11,060.51 10/31/06 11,210.04 11,199.06 11,789.06 11,106.53 11,309.58 11/30/06 11,423.21 11,445.97 12,122.41 11,389.00 11,579.77 12/31/06 11,583.46 11,541.18 12,392.88 11,560.25 11,703.06 01/31/07 11,758.64 11,643.93 12,516.16 11,703.24 11,809.85 02/28/07 11,528.65 11,668.89 12,450.27 11,659.91 11,752.54 03/31/07 11,657.60 11,788.11 12,700.11 11,789.90 11,846.65 04/30/07 12,173.97 12,103.53 13,262.48 12,097.54 12,135.29 05/31/07 12,598.79 12,296.87 13,658.01 12,353.18 12,383.12 06/30/07 12,389.48 12,208.51 13,617.89 12,236.19 12,360.54 07/31/07 12,005.35 12,076.26 13,409.94 12,023.88 12,302.04 08/31/07 12,185.31 12,141.24 13,372.83 12,028.21 12,259.01 09/30/07 12,641.02 12,531.27 14,090.72 12,500.50 12,692.76 10/31/07 12,842.10 12,822.66 14,640.43 12,847.13 12,985.35 11/30/07 12,305.22 12,534.73 13,993.13 12,331.52 12,616.91 12/31/07 12,219.85 12,475.60 13,838.23 12,257.27 12,491.13 01/31/08 11,486.88 12,011.84 12,704.80 11,656.08 12,050.36 02/29/08 11,113.72 11,986.10 12,740.67 11,566.65 12,010.06 03/31/08 11,065.73 11,911.17 12,553.80 11,382.81 11,946.64 04/30/08 11,604.67 12,294.63 13,254.07 11,750.48 12,324.90 05/31/08 11,754.98 12,403.41 13,461.31 12,008.84 12,451.44 06/30/08 10,763.99 11,803.85 12,355.95 11,323.19 11,783.69 07/31/08 10,673.51 11,646.15 12,035.09 11,074.77 11,546.37 08/31/08 10,827.90 11,612.59 11,775.69 10,925.71 11,443.69 09/30/08 9,863.05 10,731.41 10,303.95 9,862.45 10,375.65 10/31/08 8,206.57 9,300.89 8,262.22 8,198.01 8,739.80 11/30/08 7,617.71 8,978.20 7,719.42 7,730.97 8,254.70 12/31/08 7,698.77 9,300.78 7,999.19 8,032.76 8,447.70 01/31/09 7,049.87 8,803.37 7,315.75 7,503.75 7,976.75 02/28/09 6,299.21 8,251.42 6,599.45 6,933.65 7,406.22 03/31/09 6,850.99 8,702.20 7,143.05 7,313.72 7,830.64 04/30/09 7,506.70 9,369.00 7,986.26 7,981.40 8,417.67 05/31/09 7,926.57 9,895.82 8,781.99 8,839.12 9,074.94 06/30/09 7,942.29 9,906.23 8,732.75 8,931.57 9,124.87 07/31/09 8,543.03 10,479.93 9,501.48 9,465.72 9,718.41 08/31/09 8,851.47 10,770.51 9,841.30 9,763.61 10,045.22 09/30/09 9,181.76 11,120.76 10,292.79 10,277.21 10,388.77 10/31/09 9,011.19 11,016.00 10,133.73 10,292.62 10,235.64 11/30/09 9,551.71 11,365.12 10,550.51 10,616.19 10,586.12 12/31/09 9,736.21 11,488.51 10,768.99 10,816.56 10,730.54 01/31/10 9,385.96 11,275.85 10,303.59 10,673.68 10,522.46 02/28/10 9,676.71 11,431.52 10,434.84 10,837.73 10,675.44 03/31/10 10,260.65 11,875.90 11,106.15 11,292.83 11,151.77 04/30/10 10,422.64 12,012.60 11,124.84 11,398.67 11,278.40 05/31/10 9,590.39 11,387.17 10,060.40 10,805.98 10,612.56 06/30/10 9,088.35 11,195.39 9,759.91 10,589.01 10,436.49 07/31/10 9,725.10 11,773.63 10,554.05 11,107.62 10,923.14 08/31/10 9,286.07 11,560.75 10,185.10 10,932.99 10,718.14 09/30/10 10,114.80 12,234.51 11,159.47 11,626.22 11,293.32 10/31/10 10,499.66 12,536.21 11,562.78 11,922.56 11,670.79 11/30/10 10,501.01 12,414.52 11,305.51 11,827.31 11,526.65 12/31/10 11,202.81 12,920.08 12,133.39 12,291.62 12,009.97 01/31/11 11,468.33 13,060.46 12,323.80 12,373.17 12,042.82 02/28/11 11,861.23 13,319.73 12,682.66 12,715.66 12,332.19 03/31/11 11,865.94 13,342.01 12,670.00 12,835.26 12,409.65 04/30/11 12,217.36 13,712.12 13,188.36 13,215.80 12,814.53 05/31/11 12,079.06 13,621.85 12,904.87 13,074.46 12,644.99 06/30/11 11,877.71 13,455.55 12,701.53 12,873.31 12,427.98 07/31/11 11,636.18 13,403.98 12,494.73 12,791.77 12,378.87 08/31/11 11,004.09 12,906.33 11,582.00 12,117.66 11,812.16 09/30/11 10,230.51 12,193.19 10,488.51 11,367.44 10,999.94 10/31/11 11,348.63 13,023.28 11,612.29 11,965.44 11,619.28 11/30/11 11,323.55 12,825.77 11,264.68 11,916.51 11,532.61 12/31/11 11,439.38 12,882.02 11,241.92 11,820.84 11,446.15 01/31/12 11,952.05 13,380.12 11,895.60 12,269.03 11,925.97 02/29/12 12,468.88 13,763.59 12,494.11 12,582.75 12,312.07 03/31/12 12,879.22 13,839.37 12,577.18 12,616.37 12,396.40 04/30/12 12,798.38 13,822.85 12,433.27 12,577.15 12,305.08 05/31/12 12,029.18 13,171.72 11,318.53 12,033.73 11,659.24 06/30/12 12,524.81 13,548.92 11,877.54 12,330.65 11,984.65 07/31/12 12,698.77 13,730.92 12,040.14 12,453.90 12,126.79 08/31/12 12,984.78 13,926.72 12,301.93 12,661.19 12,342.49 09/30/12 13,320.33 14,185.48 12,689.39 12,941.30 12,584.24 10/31/12 13,074.38 14,117.86 12,604.81 12,974.91 12,535.56 11/30/12 13,150.23 14,219.42 12,766.00 13,047.74 12,652.92 12/31/12 13,270.09 14,391.75 13,055.16 13,242.40 12,851.70 01/31/13 13,957.41 14,778.12 13,656.59 13,598.91 13,223.30 02/28/13 14,146.88 14,829.82 13,654.46 13,587.41 13,207.41 03/31/13 14,677.44 15,050.07 13,904.12 13,765.66 13,409.77 04/30/13 14,960.22 15,330.12 14,301.33 14,001.41 13,661.31 05/31/13 15,310.17 15,249.15 14,262.09 13,897.91 13,586.22 06/30/13 15,104.57 14,908.26 13,845.23 13,535.66 13,220.35 07/31/13 15,873.15 15,358.25 14,508.03 13,926.66 13,663.10 08/31/13 15,413.44 15,120.58 14,205.77 13,708.16 13,465.33 09/30/13 15,896.80 15,612.09 14,939.51 14,047.41 13,895.58 10/31/13 16,627.54 16,031.17 15,539.97 14,455.67 14,273.26 11/30/13 17,134.25 16,154.60 15,760.05 14,536.17 14,395.34 12/31/13 17,568.02 16,310.25 16,031.94 14,679.34 14,566.01 01/31/14 16,960.62 16,066.82 15,390.65 14,461.47 14,311.55 02/28/14 17,736.46 16,579.81 16,134.14 14,938.42 14,817.91 03/31/14 17,885.55 16,611.85 16,205.88 14,985.52 14,774.27 04/30/14 18,017.76 16,727.41 16,360.15 15,109.18 14,828.48 05/31/14 18,440.71 16,996.83 16,708.12 15,321.15 15,112.53 06/30/14 18,821.65 17,225.03 17,022.69 15,597.90 15,320.31 07/31/14 18,562.09 17,032.32 16,816.07 15,444.80 15,115.69 08/31/14 19,304.66 17,368.22 17,187.51 15,686.22 15,361.33 09/30/14 19,033.94 16,959.67 16,630.36 15,315.26 14,999.09 10/31/14 19,498.85 17,155.77 16,747.44 15,391.81 15,161.98 11/30/14 20,023.26 17,344.06 17,027.56 15,550.79 15,311.80 12/31/14 19,972.82 17,178.45 16,698.99 15,370.28 15,098.46 01/31/15 19,373.25 17,141.41 16,437.91 15,346.14 15,127.94 02/28/15 20,486.66 17,650.46 17,353.03 15,756.50 15,607.49 03/31/15 20,162.68 17,539.16 17,084.15 15,587.53 15,473.47 04/30/15 20,356.10 17,769.65 17,579.84 15,798.74 15,661.58 05/31/15 20,617.87 17,780.03 17,556.90 15,847.02 15,679.82 06/30/15 20,218.75 17,480.12 17,143.58 15,527.18 15,373.49 07/31/15 20,642.35 17,580.16 17,292.46 15,575.46 15,407.22 08/31/15 19,396.92 16,879.03 16,107.04 14,857.33 14,708.26 09/30/15 18,916.97 16,561.70 15,523.50 14,513.36 14,387.04 10/31/15 20,512.70 17,313.60 16,741.86 15,128.89 15,037.38 11/30/15 20,573.70 17,612.57 16,603.61 15,014.24 14,952.29 [END CHART] Data from 11/30/05 through 11/30/15. 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 except that the Lipper Index reflects the fees and expenses of the underlying funds included in the index. *As of October 1, 2015, the MSCI All-Country World Index replaced the S&P 500 Index as it more closely represents the securities held by the Fund. ================================================================================ INVESTMENT OVERVIEW | 7 ================================================================================ The graph on page 7 illustrates the comparison of a $10,000 hypothetical investment in the USAA Cornerstone Moderately Aggressive Fund to the benchmarks listed below. The Manager has developed the Cornerstone Moderately Aggressive Composite Index, which is used to measure the Fund's performance. The custom benchmark was created by the Manager to show how the Fund's performance compares with the returns of an index or indexes with similar asset allocations. o The unmanaged S&P 500 Index represents the weighted average performance of a group of 500 widely held, publicly traded stocks. o The Cornerstone Moderately Aggressive Composite Index is a combination of unmanaged indexes representing the Fund's model allocation, and consists of the MSCI USA Investable Market Index (IMI) (34%), the MSCI ACWI ex USA IMI (23%), the Barclays U.S. Universal Index (38%), the Bloomberg Commodity Index Total Return (1.5%), the MSCI U.S. Real Estate Investment Trust (REIT) Index (1.5%), and the Barclays U.S. Treasury - Bills (1-3M) (2%). o The unmanaged MSCI All-Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. o The Lipper Index tracks the performance of the 30 largest funds within a category consisting of funds that allocate their investments across various asset classes, including both domestic and foreign stocks, bonds, and money market instruments, with a focus on total return, and which have at least 25% of their portfolio invested in securities traded outside of the United States. SOURCE: LIPPER, A THOMSON REUTERS COMPANY. ================================================================================ 8 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ o TOP 10 HOLDINGS* - 11/30/15 o (% of Net Assets) U.S. Treasury Bond 3.13%, 8/15/2044 ....................................... 3.6% U.S. Treasury Bond 3.00%, 5/15/2045 ....................................... 2.5% iShares Core MSCI EAFE ETF** .............................................. 2.4% iShares Core MSCI Emerging Markets ETF** .................................. 2.3% iShares Core S&P 500 ETF** ................................................ 1.9% Vanguard S&P 500 ETF** .................................................... 1.6% Vanguard Small-Cap Value ETF** ............................................ 1.6% iShares 7-10 Year Treasury Bond ETF** ..................................... 1.5% Vanguard FTSE Europe ETF** ................................................ 1.3% Vanguard Mid-Cap ETF** .................................................... 1.2% * Excludes futures and 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 11-48. ================================================================================ INVESTMENT OVERVIEW | 9 ================================================================================ o ASSET ALLOCATION* - 11/30/15 o [PIE CHART OF ASSET ALLOCATION] U.S. EQUITY SECURITIES** 37.4% INTERNATIONAL EQUITY SECURITIES** 24.9% CORPORATE OBLIGATIONS 12.2% U.S. TREASURY SECURITIES 8.3% COMMERCIAL MORTGAGE SECURITIES 6.6% MONEY MARKET INSTRUMENTS 3.6% EURODOLLAR AND YANKEE OBLIGATIONS 3.3% PRECIOUS METALS AND COMMODITY-RELATED SECURITIES 1.5% GLOBAL REAL ESTATE EQUITY SECURITIES 1.2% U.S. GOVERNMENT AGENCY ISSUES 0.3% ASSET-BACKED SECURITIES 0.2% COLLATERALIZED MORTGAGE OBLIGATIONS 0.1% CONVERTIBLE SECURITIES*** 0.0% [END CHART] * Excludes futures. ** 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. *** Represents less than 0.1% of the Fund. Percentages are of the net assets of the Fund and may not equal 100%. ================================================================================ 10 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ U.S. EQUITY SECURITIES (37.4%) COMMON STOCKS (26.8%) CONSUMER DISCRETIONARY (4.1%) ----------------------------- ADVERTISING (0.4%) 137,300 Omnicom Group, Inc. $ 10,149 ------------ APPAREL RETAIL (0.4%) 4,320 Caleres, Inc. 122 5,490 Finish Line, Inc. "A" 91 118,600 TJX Companies, Inc. 8,373 ------------ 8,586 ------------ AUTO PARTS & EQUIPMENT (0.7%) 142,600 BorgWarner, Inc. 6,088 8,570 Dana Holding Corp. 141 8,030 Gentex Corp. 134 2,050 Gentherm, Inc.* 104 118,100 Johnson Controls, Inc. 5,433 115,600 Magna International, Inc. 5,253 ------------ 17,153 ------------ AUTOMOBILE MANUFACTURERS (0.2%) 343,400 Ford Motor Co. 4,921 3,150 Thor Industries, Inc. 182 ------------ 5,103 ------------ AUTOMOTIVE RETAIL (0.0%) 4,370 CST Brands, Inc. 163 1,940 Lithia Motors, Inc. "A" 241 1,890 Murphy USA, Inc.* 112 ------------ 516 ------------ BROADCASTING (0.4%) 172,000 CBS Corp. "B" 8,683 ------------ FOOTWEAR (0.0%) 7,910 Wolverine World Wide, Inc. 144 ------------ GENERAL MERCHANDISE STORES (0.4%) 138,500 Dollar General Corp. 9,059 ------------ ================================================================================ PORTFOLIO OF INVESTMENTS | 11 ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ HOME IMPROVEMENT RETAIL (0.1%) 12,700 Home Depot, Inc. $ 1,700 ------------ HOMEBUILDING (0.1%) 7,100 M/I Homes, Inc.* 166 4,210 Meritage Homes Corp.* 157 140 NVR, Inc.* 236 18,870 TRI Pointe Group, Inc.* 263 ------------ 822 ------------ HOTELS, RESORTS & CRUISE LINES (1.2%) 178,400 Carnival Corp. 9,014 3,941 Carnival plc(a) 206 50,000 Hilton Worldwide Holdings, Inc. 1,161 296,400 Norwegian Cruise Line Holdings Ltd.* 17,025 ------------ 27,406 ------------ INTERNET RETAIL (0.1%) 22,100 Expedia, Inc. 2,721 ------------ PUBLISHING (0.0%) 7,480 Gannett Co., Inc. 128 3,120 Meredith Corp. 145 ------------ 273 ------------ SPECIALIZED CONSUMER SERVICES (0.1%) 73,000 H&R Block, Inc. 2,678 5,210 Sotheby's 148 ------------ 2,826 ------------ SPECIALTY STORES (0.0%) 4,410 Dick's Sporting Goods, Inc. 172 3,280 Hibbett Sports, Inc.* 108 ------------ 280 ------------ Total Consumer Discretionary 95,421 ------------ CONSUMER STAPLES (1.4%) ----------------------- AGRICULTURAL PRODUCTS (0.0%) 2,910 Ingredion, Inc. 287 ------------ DRUG RETAIL (0.6%) 70,980 CVS Health Corp. 6,678 87,100 Walgreens Boots Alliance, Inc. 7,319 ------------ 13,997 ------------ FOOD RETAIL (0.3%) 2,080 Casey's General Stores, Inc. 242 ================================================================================ 12 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ 135,400 Kroger Co. $ 5,099 ------------ 5,341 ------------ HOUSEHOLD PRODUCTS (0.2%) 69,800 Procter & Gamble Co. 5,224 ------------ PACKAGED FOODS & MEAT (0.0%) 8,860 Flowers Foods, Inc. 208 ------------ PERSONAL PRODUCTS (0.0%) 1,910 Edgewell Personal Care Co. 154 ------------ SOFT DRINKS (0.3%) 66,400 PepsiCo, Inc. 6,651 ------------ Total Consumer Staples 31,862 ------------ ENERGY (1.8%) ------------- INTEGRATED OIL & GAS (0.9%) 60,730 Chevron Corp. 5,546 197,300 Occidental Petroleum Corp. 14,914 ------------ 20,460 ------------ OIL & GAS DRILLING (0.0%) 10,590 Atwood Oceanics, Inc. 168 7,348 Transocean Ltd.(a) 106 ------------ 274 ------------ OIL & GAS EQUIPMENT & SERVICES (0.3%) 67,650 Halliburton Co. 2,696 11,670 Helix Energy Solutions Group, Inc.* 75 8,420 Hornbeck Offshore Services, Inc.* 103 50,200 Schlumberger Ltd. 3,873 ------------ 6,747 ------------ OIL & GAS EXPLORATION & PRODUCTION (0.6%) 64,100 Anadarko Petroleum Corp. 3,840 78,040 California Resources Corp. 320 16,700 Cimarex Energy Co. 1,988 94,700 ConocoPhillips 5,119 31,600 EOG Resources, Inc. 2,636 74,900 Marathon Oil Corp. 1,311 ------------ 15,214 ------------ OIL & GAS REFINING & MARKETING (0.0%) 5,780 Green Plains, Inc. 137 2,170 REX American Resources Corp.* 136 ------------ 273 ------------ Total Energy 42,968 ------------ ================================================================================ PORTFOLIO OF INVESTMENTS | 13 ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ FINANCIALS (4.5%) ----------------- ASSET MANAGEMENT & CUSTODY BANKS (0.3%) 38,000 Ameriprise Financial, Inc. $ 4,292 40,900 Bank of New York Mellon Corp. 1,793 8,210 Eaton Vance Corp. 295 5,060 Waddell & Reed Financial, Inc. "A" 189 ------------ 6,569 ------------ CONSUMER FINANCE (0.7%) 154,770 Capital One Financial Corp. 12,151 2,640 Encore Capital Group, Inc.* 87 111,954 Synchrony Financial* 3,564 ------------ 15,802 ------------ DIVERSIFIED BANKS (2.3%) 1,357,600 Bank of America Corp. 23,663 253,817 Citigroup, Inc. 13,729 207,400 JPMorgan Chase & Co. 13,830 46,720 Wells Fargo & Co. 2,574 ------------ 53,796 ------------ INVESTMENT BANKING & BROKERAGE (0.0%) 7,550 Raymond James Financial, Inc. 443 ------------ LIFE & HEALTH INSURANCE (0.1%) 4,660 American Equity Investment Life Insurance Co. 125 53,600 MetLife, Inc. 2,738 ------------ 2,863 ------------ MULTI-LINE INSURANCE (0.0%) 1,370 American Financial Group, Inc. 101 ------------ PROPERTY & CASUALTY INSURANCE (0.0%) 2,630 AMERISAFE, Inc. 142 1,800 Hanover Insurance Group, Inc. 152 9,410 Old Republic International Corp. 178 5,160 Selective Insurance Group, Inc. 178 2,850 W.R. Berkley Corp. 159 ------------ 809 ------------ REGIONAL BANKS (1.1%) 1,780 Bank of Hawaii Corp. 123 7,320 Cathay General Bancorp 251 1,750 Cullen/Frost Bankers, Inc. 122 9,740 F.N.B. Corp. 141 438,400 Fifth Third Bancorp 9,062 6,040 FirstMerit Corp. 122 7,680 Fulton Financial Corp. 111 ================================================================================ 14 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ 928,000 KeyCorp $ 12,166 14,590 National Penn Bancshares, Inc. 182 16,900 PNC Financial Services Group, Inc. 1,614 2,210 Prosperity Bancshares, Inc. 123 8,790 TCF Financial Corp. 135 5,470 Webster Financial Corp. 220 12,050 Wilshire Bancorp, Inc. 149 ------------ 24,521 ------------ REINSURANCE (0.0%) 290 Alleghany Corp.* 148 1,980 Endurance Specialty Holdings Ltd. 131 1,670 Reinsurance Group of America, Inc. 153 ------------ 432 ------------ SPECIALIZED FINANCE (0.0%) 2,870 Atlas Air Worldwide Holdings, Inc.* 119 ------------ THRIFTS & MORTGAGE FINANCE (0.0%) 10,730 Astoria Financial Corp. 173 20,740 New York Community Bancorp, Inc. 340 7,080 Washington Federal, Inc. 183 ------------ 696 ------------ Total Financials 106,151 ------------ HEALTH CARE (4.9%) ------------------ BIOTECHNOLOGY (1.8%) 334,940 AbbVie, Inc. 19,477 39,300 Amgen, Inc. 6,331 3,060 Enanta Pharmaceuticals, Inc.* 97 151,900 Gilead Sciences, Inc. 16,095 1,610 United Therapeutics Corp.* 246 ------------ 42,246 ------------ HEALTH CARE DISTRIBUTORS (0.3%) 27,401 Cardinal Health, Inc. 2,380 17,800 McKesson Corp. 3,370 4,230 Owens & Minor, Inc. 163 ------------ 5,913 ------------ HEALTH CARE EQUIPMENT (0.9%) 4,800 CONMED Corp. 204 3,360 Greatbatch, Inc.* 195 218,800 Hologic, Inc.* 8,829 5,380 Masimo Corp.* 223 ================================================================================ PORTFOLIO OF INVESTMENTS | 15 ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ 143,800 Medtronic plc $ 10,834 2,340 Teleflex, Inc. 308 ------------ 20,593 ------------ HEALTH CARE FACILITIES (0.0%) 3,690 Ensign Group, Inc. 176 ------------ HEALTH CARE SERVICES (0.0%) 1,160 Chemed Corp. 179 3,450 MEDNAX, Inc.* 246 ------------ 425 ------------ HEALTH CARE SUPPLIES (0.0%) 3,380 Anika Therapeutics, Inc.* 142 ------------ LIFE SCIENCES TOOLS & SERVICES (0.0%) 1,480 Bio-Rad Laboratories, Inc. "A"* 207 2,820 Cambrex Corp.* 151 4,690 QIAGEN N.V.*(a) 124 ------------ 482 ------------ MANAGED HEALTH CARE (0.1%) 28,000 UnitedHealth Group, Inc. 3,156 ------------ PHARMACEUTICALS (1.8%) 21,800 Allergan plc* 6,843 1,060 DepoMed, Inc.* 21 72,190 Johnson & Johnson 7,308 2,250 Lannett Co., Inc.* 83 197,300 Merck & Co., Inc. 10,459 484,802 Pfizer, Inc. 15,887 4,680 Prestige Brands Holdings, Inc.* 238 ------------ 40,839 ------------ Total Health Care 113,972 ------------ INDUSTRIALS (2.9%) ------------------ AEROSPACE & DEFENSE (0.6%) 62,000 Honeywell International, Inc. 6,445 2,270 Moog, Inc. "A"* 150 16,100 Raytheon Co. 1,997 1,740 Teledyne Technologies, Inc.* 161 17,300 TransDigm Group, Inc.* 4,059 ------------ 12,812 ------------ AGRICULTURAL & FARM MACHINERY (0.0%) 2,480 AGCO Corp. 125 ------------ ================================================================================ 16 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ AIRLINES (0.4%) 97,900 Southwest Airlines Co. $ 4,492 94,700 United Continental Holdings, Inc.* 5,277 ------------ 9,769 ------------ BUILDING PRODUCTS (0.0%) 2,310 Universal Forest Products, Inc. 178 ------------ COMMERCIAL PRINTING (0.0%) 3,170 Deluxe Corp. 186 ------------ CONSTRUCTION & ENGINEERING (0.0%) 3,140 EMCOR Group, Inc. 158 ------------ CONSTRUCTION MACHINERY & HEAVY TRUCKS (0.0%) 4,080 Trinity Industries, Inc. 111 ------------ DIVERSIFIED SUPPORT SERVICES (0.0%) 2,130 G & K Services, Inc. "A" 142 1,030 UniFirst Corp. 112 ------------ 254 ------------ ELECTRICAL COMPONENTS & EQUIPMENT (0.2%) 62,600 Eaton Corp. plc 3,641 2,550 EnerSys 150 ------------ 3,791 ------------ ENVIRONMENTAL & FACILITIES SERVICES (0.0%) 4,150 ABM Industries, Inc. 123 4,220 Tetra Tech, Inc. 117 ------------ 240 ------------ HEAVY ELECTRICAL EQUIPMENT (0.0%) 2,230 AZZ, Inc. 133 ------------ HUMAN RESOURCE & EMPLOYMENT SERVICES (0.0%) 4,150 Korn/Ferry International 153 3,370 ManpowerGroup, Inc. 304 3,550 On Assignment, Inc.* 166 ------------ 623 ------------ INDUSTRIAL CONGLOMERATES (1.2%) 41,370 Carlisle Companies, Inc. 3,659 789,459 General Electric Co. 23,637 ------------ 27,296 ------------ INDUSTRIAL MACHINERY (0.5%) 2,920 Barnes Group, Inc. 112 2,050 Crane Co. 107 1,590 Graco, Inc. 120 ================================================================================ PORTFOLIO OF INVESTMENTS | 17 ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ 3,910 Mueller Industries, Inc. $ 123 2,220 Nordson Corp. 161 93,700 Stanley Black & Decker, Inc. 10,228 ------------ 10,851 ------------ OFFICE SERVICES & SUPPLIES (0.0%) 3,330 Essendant, Inc. 121 ------------ RAILROADS (0.0%) 2,410 Genesee & Wyoming, Inc. "A"* 167 ------------ TRADING COMPANIES & DISTRIBUTORS (0.0%) 2,410 Applied Industrial Technologies, Inc. 103 2,560 GATX Corp. 118 ------------ 221 ------------ TRUCKING (0.0%) 7,400 Knight Transportation, Inc. 196 ------------ Total Industrials 67,232 ------------ INFORMATION TECHNOLOGY (5.1%) ----------------------------- APPLICATION SOFTWARE (0.0%) 3,960 Ebix, Inc. 148 11,140 Mentor Graphics Corp. 209 9,200 Synopsys, Inc.* 461 ------------ 818 ------------ COMMUNICATIONS EQUIPMENT (0.9%) 6,630 ARRIS Group, Inc.* 203 706,317 Cisco Systems, Inc. 19,247 4,320 Plantronics, Inc. 228 29,100 QUALCOMM, Inc. 1,420 ------------ 21,098 ------------ DATA PROCESSING & OUTSOURCED SERVICES (0.6%) 17,700 Alliance Data Systems Corp.* 5,077 4,920 Broadridge Financial Solutions, Inc. 271 7,960 Convergys Corp. 205 4,410 CSG Systems International, Inc. 158 1,530 DST Systems, Inc. 187 5,280 Global Payments, Inc. 374 65,000 MasterCard, Inc. "A" 6,365 4,760 Sykes Enterprises, Inc.* 151 17,100 Visa, Inc. "A" 1,351 ------------ 14,139 ------------ ELECTRONIC COMPONENTS (0.0%) 1,330 Littelfuse, Inc. 144 ------------ ================================================================================ 18 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ ELECTRONIC EQUIPMENT & INSTRUMENTS (0.0%) 4,630 Keysight Technologies, Inc.* $ 143 ------------ ELECTRONIC MANUFACTURING SERVICES (0.0%) 9,380 Jabil Circuit, Inc. 240 3,140 Methode Electronics, Inc. 113 3,380 Plexus Corp.* 126 ------------ 479 ------------ INTERNET SOFTWARE & SERVICES (1.0%) 24,060 Alphabet, Inc. "A"* 18,354 47,700 Facebook, Inc. "A"* 4,972 3,550 J2 Global, Inc. 286 ------------ 23,612 ------------ SEMICONDUCTOR EQUIPMENT (0.1%) 121,100 Applied Materials, Inc. 2,273 2,380 Cabot Microelectronics Corp.* 100 3,010 MKS Instruments, Inc. 111 3,780 Tessera Technologies, Inc. 120 ------------ 2,604 ------------ SEMICONDUCTORS (0.1%) 40,470 Intel Corp. 1,407 105,100 Micron Technology, Inc.* 1,675 ------------ 3,082 ------------ SYSTEMS SOFTWARE (1.4%) 436,260 Microsoft Corp. 23,711 220,900 Oracle Corp. 8,608 ------------ 32,319 ------------ TECHNOLOGY DISTRIBUTORS (0.1%) 3,750 Arrow Electronics, Inc.* 212 4,080 Avnet, Inc. 185 1,520 ePlus, Inc.* 134 6,100 Ingram Micro, Inc. "A" 189 1,660 SYNNEX Corp. 156 2,240 Tech Data Corp.* 152 ------------ 1,028 ------------ TECHNOLOGY HARDWARE, STORAGE, & PERIPHERALS (0.9%) 91,840 Apple, Inc. 10,865 457,600 HP, Inc. 5,738 41,700 Seagate Technology plc 1,499 44,600 Western Digital Corp. 2,783 ------------ 20,885 ------------ Total Information Technology 120,351 ------------ ================================================================================ PORTFOLIO OF INVESTMENTS | 19 ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ MATERIALS (0.9%) ---------------- COMMODITY CHEMICALS (0.1%) 22,000 LyondellBasell Industries N.V. "A" $ 2,108 ------------ DIVERSIFIED CHEMICALS (0.4%) 718,200 Huntsman Corp. 8,992 ------------ DIVERSIFIED METALS & MINING (0.2%) 1,540 Compass Minerals International, Inc. 129 626,000 Freeport-McMoRan, Inc. 5,121 ------------ 5,250 ------------ METAL & GLASS CONTAINERS (0.0%) 1,870 AptarGroup, Inc. 139 ------------ PAPER PACKAGING (0.2%) 80,970 Bemis Co., Inc. 3,816 2,720 Sonoco Products Co. 119 ------------ 3,935 ------------ PAPER PRODUCTS (0.0%) 6,230 KapStone Paper & Packaging Corp. 151 ------------ SPECIALTY CHEMICALS (0.0%) 4,430 Albemarle Corp. 237 2,200 Innospec, Inc. 129 2,400 Stepan Co. 125 3,540 Valspar Corp. 299 ------------ 790 ------------ STEEL (0.0%) 2,980 Reliance Steel & Aluminum Co. 175 ------------ Total Materials 21,540 ------------ TELECOMMUNICATION SERVICES (0.5%) --------------------------------- INTEGRATED TELECOMMUNICATION SERVICES (0.5%) 231,155 Verizon Communications, Inc. 10,506 ------------ UTILITIES (0.7%) ---------------- ELECTRIC UTILITIES (0.7%) 2,790 ALLETE, Inc. 142 70,500 American Electric Power Co., Inc. 3,949 153,000 Edison International 9,082 31,400 NextEra Energy, Inc. 3,136 6,710 OGE Energy Corp. 175 ------------ 16,484 ------------ ================================================================================ 20 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ GAS UTILITIES (0.0%) 4,080 Laclede Group, Inc. $ 238 7,160 South Jersey Industries, Inc. 164 ------------ 402 ------------ INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (0.0%) 14,600 Talen Energy Corp.* 114 ------------ MULTI-UTILITIES (0.0%) 3,810 Avista Corp. 132 3,420 NorthWestern Corp. 186 ------------ 318 ------------ Total Utilities 17,318 ------------ Total Common Stocks (cost: $553,442) 627,321 ------------ PREFERRED STOCKS (1.5%) CONSUMER STAPLES (0.4%) ----------------------- AGRICULTURAL PRODUCTS (0.4%) 90,000 Dairy Farmers of America, Inc., 7.88%, cumulative redeemable, perpetual(b) 9,444 ------------ ENERGY (0.6%) ------------- OIL & GAS EXPLORATION & PRODUCTION (0.1%) 8,600 Chesapeake Energy Corp., 5.75%, perpetual(b) 2,344 ------------ OIL & GAS STORAGE & TRANSPORTATION (0.5%) 2,500 Kinder Morgan G.P., Inc., 4.13%, cumulative redeemable(b) 2,329 369,399 NuStar Logistics, LP, 7.63% 9,258 ------------ 11,587 ------------ Total Energy 13,931 ------------ FINANCIALS (0.5%) ----------------- LIFE & HEALTH INSURANCE (0.4%) 381,253 Delphi Financial Group, Inc., 7.38%, cumulative redeemable 9,460 ------------ REINSURANCE (0.1%) 3,000 American Overseas Group Ltd., 7.50%, non-cumulative, perpetual, acquired 1/23/2007 - 3/02/2007; cost $3,065*(c),(d) 750 ------------ Total Financials 10,210 ------------ Total Preferred Stocks (cost: $39,042) 33,585 ------------ EXCHANGE-TRADED FUNDS (6.5%) 210,800 iShares Core S&P 500 ETF 44,241 7,230 iShares Core U.S. Aggregate Bond ETF 787 256,100 PowerShares DB Commodity Index Tracking Fund* 3,634 ================================================================================ PORTFOLIO OF INVESTMENTS | 21 ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ 17,200 SPDR S&P 500 ETF Trust $ 3,589 220,300 Vanguard Mid-Cap ETF 27,319 191,520 Vanguard S&P 500 ETF 36,640 349,900 Vanguard Small-Cap Value ETF 36,610 ------------ Total Exchange-Traded Funds (cost: $148,564) 152,820 ------------ FIXED-INCOME EXCHANGE-TRADED FUNDS (2.6%) 189,470 iShares 20+ Year Treasury Bond ETF 23,011 331,000 iShares 7-10 Year Treasury Bond ETF 35,219 41,800 Vanguard Total Bond Market ETF 3,398 ------------ Total Fixed-Income Exchange-Traded Funds (cost: $61,394) 61,628 ------------ Total U.S. Equity Securities (cost: $802,442) 875,354 ------------ INTERNATIONAL EQUITY SECURITIES (24.9%) COMMON STOCKS (11.9%) CONSUMER DISCRETIONARY (1.5%) ----------------------------- ADVERTISING (0.0%) 4,600 Dentsu, Inc.(a) 259 ------------ APPAREL RETAIL (0.0%) 23,396 Industria de Diseno Textil S.A.(a) 839 500 Shimamura Co. Ltd.(a) 61 ------------ 900 ------------ APPAREL, ACCESSORIES & LUXURY GOODS (0.1%) 4,572 Christian Dior S.A.(a) 836 13,677 Pandora A/S(a) 1,619 1,031 Swatch Group AG(a) 68 ------------ 2,523 ------------ AUTO PARTS & EQUIPMENT (0.1%) 8,223 Continental AG(a) 1,987 2,000 Koito Manufacturing Co. Ltd.(a) 81 22,200 NHK Spring Co.(a) 229 16,100 Sumitomo Electric Industries Ltd.(a) 229 1,400 Toyoda Gosei Co. Ltd.(a) 33 ------------ 2,559 ------------ AUTOMOBILE MANUFACTURERS (0.5%) 38,318 Daimler AG(a) 3,428 18,883 Fiat Chrysler Automobiles N.V.*(a) 269 48,400 Fuji Heavy Industries Ltd.(a) 2,004 45,500 Mazda Motor Corp.(a) 947 53,500 Nissan Motor Co. Ltd.(a) 572 ================================================================================ 22 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ 115,720 Peugeot S.A.*(a) $ 2,064 7,800 Suzuki Motor Corp.(a) 240 53,900 Toyota Motor Corp.(a) 3,344 775 Volkswagen AG(a) 116 ------------ 12,984 ------------ AUTOMOTIVE RETAIL (0.1%) 83,500 USS Co. Ltd.(a) 1,329 ------------ BROADCASTING (0.1%) 80,775 ITV plc(a) 330 32,981 ProSiebenSat.1 Media AG(a) 1,731 847 RTL Group S.A.(a) 74 ------------ 2,135 ------------ COMPUTER & ELECTRONICS RETAIL (0.0%) 400 Hikari Tsushin, Inc.(a) 29 ------------ CONSUMER ELECTRONICS (0.1%) 84,100 Nikon Corp.(a) 1,130 46,800 Panasonic Corp.(a) 532 ------------ 1,662 ------------ DEPARTMENT STORES (0.0%) 5,200 J. Front Retailing Co. Ltd.(a) 86 2,997 Next plc(a) 357 6,000 Takashimaya Co. Ltd.(a) 55 ------------ 498 ------------ GENERAL MERCHANDISE STORES (0.0%) 11,679 Harvey Norman Holding Ltd.(a) 35 500 Ryohin Keikaku Co. Ltd.(a) 108 ------------ 143 ------------ HOME IMPROVEMENT RETAIL (0.0%) 49,968 Kingfisher plc(a) 266 ------------ HOMEBUILDING (0.2%) 173,509 Barratt Developments plc(a) 1,570 3,100 Iida Group Holdings Co. Ltd.(a) 60 6,645 Persimmon plc(a) 192 13,000 Sekisui House Ltd.(a) 220 539,012 Taylor Wimpey plc(a) 1,580 ------------ 3,622 ------------ HOMEFURNISHING RETAIL (0.0%) 1,600 Nitori Holdings Co. Ltd.(a) 132 ------------ ================================================================================ PORTFOLIO OF INVESTMENTS | 23 ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ HOTELS, RESORTS & CRUISE LINES (0.1%) 52,416 Flight Centre Travel Group Ltd.(a) $ 1,367 10,757 TUIAG(a) 179 ------------ 1,546 ------------ HOUSEHOLD APPLIANCES (0.0%) 7,643 Electrolux AB "B"(a) 224 800 Rinnai Corp.(a) 72 ------------ 296 ------------ LEISURE PRODUCTS (0.1%) 55,800 BANDI NAMCO Holdings, Inc.(a) 1,244 1,000 Sankyo Co.(a) 40 1,700 Shimano, Inc.(a) 252 ------------ 1,536 ------------ MOVIES & ENTERTAINMENT (0.0%) 2,400 Toho Co. Ltd.(a) 64 24,674 Vivendi S.A.(a) 519 ------------ 583 ------------ PUBLISHING (0.1%) 47,164 Wolters Kluwer N.V.(a) 1,628 ------------ TIRES & RUBBER (0.0%) 3,954 Compagnie Generale des Etablissements Michelin(a) 396 2,395 Nokian Renkaat Oyj(a) 94 ------------ 490 ------------ Total Consumer Discretionary 35,120 ------------ CONSUMER STAPLES (1.3%) ----------------------- AGRICULTURAL PRODUCTS (0.1%) 707,900 Wilmar International Ltd.(a) 1,433 ------------ BREWERS (0.2%) 16,604 Anheuser-Busch InBev N.V.(a) 2,137 1,764 Carlsberg A/S "B"(a) 150 18,850 Heineken Holding N.V.(a) 1,482 12,528 Heineken N.V.(a) 1,113 20,437 SABMiller plc(a) 1,240 ------------ 6,122 ------------ DISTILLERS & VINTNERS (0.0%) 5,387 Diageo plc(a) 154 13,422 Treasury Wine Estates Ltd.(a) 74 ------------ 228 ------------ ================================================================================ 24 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ FOOD RETAIL (0.1%) 1,241 Casino Guichard-Perrachon S.A.(a) $ 71 39,568 ICA Gruppen AB(a) 1,392 41,149 J Sainsbury plc(a) 157 46,735 WM Morrison Supermarkets plc(a) 108 ------------ 1,728 ------------ HOUSEHOLD PRODUCTS (0.2%) 17,807 Reckitt Benckiser Group plc(a) 1,671 75,176 Svenska Cellulosa AB "B"(a) 2,167 ------------ 3,838 ------------ HYPERMARKETS & SUPER CENTERS (0.1%) 32,822 Metro AG(a) 1,094 70,607 Wesfarmers Ltd.(a) 1,949 ------------ 3,043 ------------ PACKAGED FOODS & MEAT (0.2%) 2 Lindt & Spruengli AG(a) 144 54,648 Nestle S.A.(a) 4,050 5,000 NH Foods Ltd.(a) 97 17,169 Orkla ASA(a) 139 9,598 Tate & Lyle plc(a) 85 ------------ 4,515 ------------ PERSONAL PRODUCTS (0.1%) 59,076 Unilever N.V.(a) 2,589 601 Unilever plc(a) 26 ------------ 2,615 ------------ TOBACCO (0.3%) 39,199 British American Tobacco plc(a) 2,284 53,212 Imperial Tobacco Group plc(a) 2,875 52,700 Japan Tobacco, Inc.(a) 1,890 ------------ 7,049 ------------ Total Consumer Staples 30,571 ------------ ENERGY (1.0%) ------------- INTEGRATED OIL & GAS (1.0%) 70,337 BG Group plc(a) 1,093 614,202 BP plc(a),(e) 3,564 41,529 ENI S.p.A.(a) 673 8,139 Galp Energia SGPS S.A.(a) 86 8,452 OMV AG(a) 241 14,775 Repsol S.A.(a) 192 79,990 Royal Dutch Shell plc "A"(a) 1,979 50,147 Royal Dutch Shell plc "B"(a),(e) 1,248 ================================================================================ PORTFOLIO OF INVESTMENTS | 25 ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ 208,800 Royal Dutch Shell plc ADR "A" $ 10,390 22,773 Statoil ASA(a) 351 65,606 Total S.A.(a),(e) 3,254 ------------ 23,071 ------------ OIL & GAS EQUIPMENT & SERVICES (0.0%) 5,397 Petrofac Ltd.(a) 67 ------------ OIL & GAS REFINING & MARKETING (0.0%) 5,919 Caltex Australia Ltd.(a) 147 1,502 Neste Oyj(a) 43 ------------ 190 ------------ Total Energy 23,328 ------------ FINANCIALS (2.6%) ----------------- ASSET MANAGEMENT & CUSTODY BANKS (0.0%) 4,500 SBI Holdings, Inc.(a) 51 ------------ DIVERSIFIED BANKS (1.2%) 55,376 Australia and New Zealand Banking Group Ltd.(a) 1,084 70,039 Banco Santander S.A.(a),(e) 382 271,507 Bank Hapoalim B.M.(a) 1,404 18,262 BNP Paribas S.A.(a) 1,082 77,000 BOC Hong Kong Holdings Ltd.(a) 237 10,972 Commonwealth Bank of Australia(a),(e) 629 21,691 Credit Agricole S.A.(a) 261 10,572 Danske Bank A/S(a) 283 112,418 DnB NOR ASA(a) 1,479 7,600 Hang Seng Bank Ltd.(a) 138 577,431 HSBC Holdings plc(a),(e) 4,601 421,654 Intesa Sanpaolo(a) 1,442 19,719 Intesa Sanpaolo(a) 62 27,537 KBC Groep N.V.(a) 1,643 60,329 Lloyds Banking Group plc(a) 66 285,200 Mitsubishi UFJ Financial Group, Inc.(a) 1,833 1,350,500 Mizuho Financial Group, Inc.(a) 2,729 64,395 Nordea Bank AB(a) 713 61,712 Oversea-Chinese Banking Corp. Ltd.(a) 379 43,980 Societe Generale S.A.(a) 2,096 69,400 Sumitomo Mitsui Financial Group, Inc.(a) 2,651 392,000 Sumitomo Mitsui Trust Holdings, Inc.(a) 1,499 19,313 Swedbank AB "A"(a) 427 64,888 Westpac Banking Corp.(a) 1,505 ------------ 28,625 ------------ ================================================================================ 26 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ DIVERSIFIED CAPITAL MARKETS (0.1%) 76,159 UBS Group AG(a) $ 1,459 ------------ INVESTMENT BANKING & BROKERAGE (0.1%) 16,743 Macquarie Group Ltd.(a) 983 12,075 Mediobanca S.p.A.(a) 115 77,000 Nomura Real Estate Master Fund, Inc.(a) 457 ------------ 1,555 ------------ LIFE & HEALTH INSURANCE (0.2%) 12,800 AIA Group Ltd.(a) 77 23,200 Dai-Ichi Life Insurance Co. Ltd.(a) 402 469,746 Legal & General Group plc(a) 1,919 58,409 Medibank Private Ltd.(a) 98 26,487 NN Group N.V.(a) 904 102,450 Old Mutual plc(a) 323 690 Swiss Life Holding AG(a) 174 ------------ 3,897 ------------ MULTI-LINE INSURANCE (0.3%) 4,202 Ageas(a) 184 18,615 Allianz SE(a) 3,296 103,242 AXA S.A.(a) 2,789 6,864 Baloise Holdings AG(a) 833 ------------ 7,102 ------------ MULTI-SECTOR HOLDINGS (0.1%) 1,715 Groupe Bruxelles Lambert S.A.(a) 141 3,554 Industrivarden AB "C"(a) 64 45,128 Investor AB "B"(a) 1,718 ------------ 1,923 ------------ OTHER DIVERSIFIED FINANCIAL SERVICES (0.1%) 127,400 ORIX Corp.(a) 1,833 ------------ PROPERTY & CASUALTY INSURANCE (0.2%) 28,850 Direct Line Insurance Group plc(a) 179 21,646 RSA Insurance Group plc(a) 143 112,400 XL Group plc 4,292 ------------ 4,614 ------------ REGIONAL BANKS (0.1%) 104,074 Bank of Queensland Ltd.(a) 1,031 25,000 Bank of Yokohama Ltd.(a) 147 16,000 Chiba Bank Ltd.(a) 111 13,000 Joyo Bank Ltd.(a) 60 ================================================================================ PORTFOLIO OF INVESTMENTS | 27 ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ 7,300 Kyushu Financial Group, Inc.* $ 56 308,000 Resona Holdings, Inc.(a) 1,505 ------------ 2,910 ------------ REINSURANCE (0.2%) 16,073 Hannover Rueck SE(a) 1,881 9,320 Muenchener Rueckversicherungs-Gesellschaft AG(a) 1,878 3,382 SCOR SE(a) 132 19,463 Swiss Re AG(a) 1,852 ------------ 5,743 ------------ Total Financials 59,712 ------------ HEALTH CARE (1.6%) ------------------ BIOTECHNOLOGY (0.1%) 2,205 Actelion Ltd.(a) 309 9,626 CSL Ltd.(a) 695 3,164 Grifola S.A.(a) 150 ------------ 1,154 ------------ HEALTH CARE DISTRIBUTORS (0.0%) 4,000 Alfresa Holdings Corp.(a) 79 5,800 Medipal Holdings Corp.(a) 102 ------------ 181 ------------ HEALTH CARE EQUIPMENT (0.0%) 268 Sonova Holding AG(a) 34 ------------ HEALTH CARE FACILITIES (0.0%) 2,936 Ramsay Health Care Ltd.(a) 142 7,980 Ryman Healthcare Ltd.(a) 41 ------------ 183 ------------ HEALTH CARE SERVICES (0.1%) 8,248 Fresenius SE & Co. KGaA(a) 605 1,100 Miraca Holdings, Inc.(a) 49 72,128 Sonic Healthcare Ltd.(a) 1,063 ------------ 1,717 ------------ LIFE SCIENCES TOOLS & SERVICES (0.0%) 1,104 Lonza Group AG(a) 174 ------------ PHARMACEUTICALS (1.4%) 44,700 Astellas Pharma, Inc.(a) 630 5,857 AstraZeneca plc(a) 398 7,727 Bayer AG(a) 1,031 86,100 Daiichi Sankyo Co. Ltd.(a) 1,776 104,444 GlaxoSmithKline plc(a) 2,122 59,389 Novartis AG(a),(e) 5,067 ================================================================================ 28 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ 39,000 Novartis AG ADR $ 3,324 26,510 Novo Nordisk A/S "B"(a) 1,457 60,300 Otsuka Holdings Co. Ltd.(a) 2,001 18,830 Roche Holding AG(a) 5,034 95,000 Roche Holdings Ltd. ADR 3,182 24,805 Sanofi(a) 2,204 31,881 Shire plc(a) 2,219 45,193 Teva Pharmaceutical Industries Ltd.(a) 2,839 ------------ 33,284 ------------ Total Health Care 36,727 ------------ INDUSTRIALS (1.4%) ------------------ AEROSPACE & DEFENSE (0.2%) 32,819 Airbus Group SE(a) 2,370 66,298 BAE Systems plc(a) 516 15,917 Meggitt plc(a) 93 23,301 Safran S.A.(a) 1,719 2,210 Thales S.A.(a) 164 ------------ 4,862 ------------ AIR FREIGHT & LOGISTICS (0.1%) 166,078 Royal Mail plc ADR(a) 1,216 ------------ AIRLINES (0.1%) 25,000 All Nippon Airways Co. Ltd.(a) 70 234,000 Cathay Pacific Airways(a) 416 53,289 easyJet plc(a) 1,326 16,802 International Consolidated Airlines Group S.A.*(a) 143 2,600 Japan Airlines Co. Ltd.(a) 89 10,831 Qantas Airways Ltd.(a) 28 13,357 Ryanair Holdings plc ADR 1,027 ------------ 3,099 ------------ AIRPORT SERVICES (0.0%) 678 Aena S.A.*(a) 77 19,463 Auckland International Airport Ltd.(a) 68 900 Japan Airport Terminal Co.(a) 45 23,043 Sydney Airport(a) 110 ------------ 300 ------------ BUILDING PRODUCTS (0.0%) 22,000 Asahi Glass Co. Ltd.(a) 129 5,000 Daikin Industries Ltd.(a) 352 3,000 Toto Ltd.(a) 104 ------------ 585 ------------ ================================================================================ PORTFOLIO OF INVESTMENTS | 29 ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ CONSTRUCTION & ENGINEERING (0.2%) 4,161 ACS Actividades de Construccion y Servicios S.A.(a) $ 136 4,263 Bouygues S.A.(a) 160 52,166 CIMIC Group Ltd.(a) 947 9,297 Ferrovial S.A.(a) 220 91,000 Obayashi Corp.(a) 841 13,000 Shimizu Corp.(a) 109 71,038 Skanska AB "B"(a) 1,413 23,000 Taisei Corp.(a) 142 10,190 Vinci S.A.(a) 662 ------------ 4,630 ------------ CONSTRUCTION MACHINERY & HEAVY TRUCKS (0.0%) 42,200 Yangzijiang Shipbuilding Holdings Ltd.(a) 33 ------------ ELECTRICAL COMPONENTS & EQUIPMENT (0.0%) 12,000 Fuji Electric Co. Ltd.(a) 55 1,927 Osram Licht AG(a) 82 4,129 Prysmian S.p.A.(a) 90 ------------ 227 ------------ HEAVY ELECTRICAL EQUIPMENT (0.1%) 34,697 Vestas Wind Systems A/S(a) 2,260 ------------ HUMAN RESOURCE & EMPLOYMENT SERVICES (0.0%) 13,946 Capita plc(a) 267 2,666 Randstad Holding N.V.(a) 167 ------------ 434 ------------ INDUSTRIAL CONGLOMERATES (0.2%) 155,360 CK Hutchison Holdings Ltd.(a),(e) 2,028 98,500 Hopewell Holdings Ltd.(a) 348 12,518 Siemens AG(a) 1,297 ------------ 3,673 ------------ INDUSTRIAL MACHINERY (0.2%) 6,256 Alfa Laval AB(a) 116 32,500 Amada Co. Ltd.(a) 320 4,500 JTEKT Corp.(a) 83 30,000 Kawasaki Heavy Industries Ltd.(a) 119 6,987 Kone Oyj "B"(a) 298 2,600 Makita Corp.(a) 147 2,336 Metso Oyj.(a) 58 7,000 Minebea Co. Ltd.(a) 77 64,000 Mitsubishi Heavy Industries Ltd.(a) 328 18,000 NGK Insulators Ltd.(a) 416 10,000 NSK Ltd.(a) 126 5,428 Schindler Holding AG(a) 889 ================================================================================ 30 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ 938 Schindler Holding AG(a) $ 154 1,200 SMC Corp.(a) 318 12,000 Sumitomo Heavy Industries Ltd.(a) 57 ------------ 3,506 ------------ MARINE (0.1%) 83 A.P. Moller-Maersk A/S "A"(a) 124 926 A.P. Moller-Maersk A/S "B"(a) 1,412 5,561 Kuehne & Nagel International AG(a) 751 114,000 Nippon Yusen Kabushiki Kaisha(a) 297 ------------ 2,584 ------------ OFFICE SERVICES & SUPPLIES (0.0%) 611 Societe BIC S.A.(a) 100 ------------ RAILROADS (0.1%) 3,200 Central Japan Railway Co.(a) 572 18,300 West Japan Railway Co.(a) 1,157 ------------ 1,729 ------------ RESEARCH & CONSULTING SERVICES (0.0%) 3,393 Intertek Group plc(a) 144 116 SGS S.A.(a) 222 ------------ 366 ------------ SECURITY & ALARM SERVICES (0.0%) 4,400 Secom Co. Ltd.(a) 302 ------------ TRADING COMPANIES & DISTRIBUTORS (0.1%) 31,992 Ashtead Group plc ADR(a) 526 147,700 ITOCHU Corp.(a) 1,804 36,200 Mitsui & Co. Ltd.(a) 445 23,900 Sumitomo Corp.(a) 254 ------------ 3,029 ------------ Total Industrials 32,935 ------------ INFORMATION TECHNOLOGY (0.8%) ----------------------------- APPLICATION SOFTWARE (0.1%) 2,662 Dassault Systemes S.A.(a) 212 14,140 SAP SE(a) 1,113 ------------ 1,325 ------------ COMMUNICATIONS EQUIPMENT (0.0%) 68,497 Nokia Oyj(a) 494 ------------ DATA PROCESSING & OUTSOURCED SERVICES (0.0%) 9,344 Amadeus IT Holding S.A. "A"(a) 375 ------------ ================================================================================ PORTFOLIO OF INVESTMENTS | 31 ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ ELECTRONIC COMPONENTS (0.2%) 51,400 Alps Electric Co. Ltd.(a) $ 1,619 2,600 Ibiden Co. Ltd.(a) 41 6,800 Kyocera Corp.(a) 314 15,200 Murata Manufacturing Co. Ltd.(a) 2,362 ------------ 4,336 ------------ ELECTRONIC EQUIPMENT & INSTRUMENTS (0.0%) 5,600 Citizen Holdings Co. Ltd.(a) 42 19,000 Hitachi Ltd.(a) 112 1,171 Ingenico Group(a) 147 37,100 Yokogawa Electric Corp.(a) 443 ------------ 744 ------------ HOME ENTERTAINMENT SOFTWARE (0.0%) 26,600 KONAMI Corp.(a) 621 18,700 Nexon Co. Ltd.(a) 297 ------------ 918 ------------ INTERNET SOFTWARE & SERVICES (0.0%) 14,600 Mixi, Inc.(a) 599 ------------ IT CONSULTING & OTHER SERVICES (0.1%) 20,461 Cap Gemini S.A(a) 1,885 2,700 NTT Data Corp.(a) 132 ------------ 2,017 ------------ SEMICONDUCTORS (0.3%) 62,639 NXP Semiconductors N.V.* 5,854 ------------ TECHNOLOGY HARDWARE, STORAGE, & PERIPHERALS (0.1%) 53,700 FUJIFILM Holdings Corp.(a) 2,178 9,900 Konica Minolta, Inc.(a) 104 56,000 NEC Corp.(a) 188 ------------ 2,470 ------------ Total Information Technology 19,132 ------------ MATERIALS (0.7%) ---------------- ALUMINUM (0.0%) 27,348 Norsk Hydro ASA(a) 106 ------------ COMMODITY CHEMICALS (0.1%) 248,000 Asahi Kasei Corp.(a) 1,698 6,000 Kaneka Corp.(a) 59 7,600 Kuraray Co. Ltd.(a) 97 17,000 Mitsui Chemicals, Inc.(a) 71 8,000 Toray Industries, Inc.(a) 73 ------------ 1,998 ------------ ================================================================================ 32 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ CONSTRUCTION MATERIALS (0.0%) 8,536 LafargeHolcim Ltd.(a) $ 455 ------------ DIVERSIFIED CHEMICALS (0.1%) 3,394 BASF SE(a) 281 35,522 Incitec Pivot Ltd.(a) 97 29,300 Mitsubishi Chemical Holdings Corp.(a) 192 70,000 Mitsubishi Gas Chemical Co., Inc.(a) 380 1,269 Solvay S.A.(a) 146 ------------ 1,096 ------------ DIVERSIFIED METALS & MINING (0.1%) 49,647 Boliden AB(a) 911 24,000 Mitsubishi Materials Corp.(a) 85 7,020 Rio Tinto Ltd.(a) 234 27,004 Rio Tinto plc(a) 897 108,000 Sumitomo Metal Mining Co. Ltd.(a) 1,219 ------------ 3,346 ------------ FERTILIZERS & AGRICULTURAL CHEMICALS (0.1%) 55,123 K&S AG(a) 1,570 36,617 Yara International ASA(a) 1,694 ------------ 3,264 ------------ METAL & GLASS CONTAINERS (0.0%) 14,962 Rexam plc(a) 130 ------------ PAPER PRODUCTS (0.1%) 75,594 Mondi plc(a) 1,758 17,000 Oji Holdings Corp.(a) 74 73,068 UPM-Kymmene Oyj(a) 1,392 ------------ 3,224 ------------ SPECIALTY CHEMICALS (0.1%) 2,805 Croda International plc(a) 121 114,900 Daicel Corp.(a) 1,684 173 EMS-Chemie Holding AG(a) 70 ------------ 1,875 ------------ STEEL (0.1%) 14,445 ArcelorMittal ADR(a) 71 35,742 Fortescue Metals Group Ltd.(a) 50 4,800 Hitachi Metals Ltd.(a) 62 10,800 JFE Holdings, Inc.(a) 171 66,000 Kobe Steel Ltd.(a) 77 16,100 Nippon Steel & Sumitomo Metal Corp.(a) 324 ================================================================================ PORTFOLIO OF INVESTMENTS | 33 ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ 36,733 Voestalpine AG(a) $ 1,194 ------------ 1,949 ------------ Total Materials 17,443 ------------ TELECOMMUNICATION SERVICES (0.6%) --------------------------------- INTEGRATED TELECOMMUNICATION SERVICES (0.4%) 29,250 Bezeq The Israeli Telecommunication Corp. Ltd.(a) 63 177,614 BT Group plc(a) 1,328 67,200 Koninklijke (Royal) KPN N.V.(a) 255 63,600 Nippon Telegraph & Telephone Corp.(a) 2,364 42,235 Orange S.A.(a) 729 613,196 Spark New Zealand Ltd.(a) 1,347 124,947 Telecom Italia S.p.A.(a) 144 798,976 Telecom Italia S.p.A.*(a) 1,032 118,897 Telefonica S.A.(a) 1,462 ------------ 8,724 ------------ WIRELESS TELECOMMUNICATION SERVICES (0.2%) 101,600 KDDI Corp.(a) 2,526 2,300 NTT DOCOMO, Inc.(a) 44 620,937 Vodafone Group plc(a) 2,097 ------------ 4,667 ------------ Total Telecommunication Services 13,391 ------------ UTILITIES (0.4%) ---------------- ELECTRIC UTILITIES (0.2%) 29,000 Cheung Kong Holdings Ltd(a) 254 13,700 Chubu Electric Power Co., Inc.(a) 189 6,300 Chugoku Electric Power Co., Inc.(a) 81 5,509 EDF S.A.(a) 82 48,739 EDP-Energias de Portugal S.A.(a) 163 54,534 Endesa S.A.(a) 1,127 97,899 Fortum Oyj(a) 1,427 3,900 Hokuriku Electric Power Co.(a) 53 14,900 Kansai Electric Power Co., Inc.*(a),(e) 167 9,400 Kyushu Electric Power Co., Inc.*(a) 99 10,245 Red Electrica Corporacion S.A.(a) 878 4,000 Shikoku Electric Power Co.(a) 57 27,329 SSE plc(a) 590 9,500 Tohoku Electric Power Co., Inc.(a) 112 30,600 Tokyo Electric Power Co., Inc.*(a) 188 ------------ 5,467 ------------ GAS UTILITIES (0.0%) 22,917 APA Group(a) 148 ================================================================================ 34 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ 4,573 Enagas S.A.(a) $ 136 7,214 Gas Natural SDG S.A.(a) 156 ------------ 440 ------------ INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (0.0%) 3,100 Electric Power Development Co. Ltd.(a) 99 ------------ MULTI-UTILITIES (0.2%) 186,622 National Grid plc(a) 2,602 99,854 RWE AG(a) 1,149 ------------ 3,751 ------------ WATER UTILITIES (0.0%) 4,995 Severn Trent plc(a) 169 ------------ Total Utilities 9,926 ------------ Total Common Stocks (cost: $260,062) 278,285 ------------ PREFERRED STOCKS (0.0%) CONSUMER DISCRETIONARY (0.0%) ----------------------------- AUTOMOBILE MANUFACTURERS (0.0%) 1,180 Bayerische Motoren Werke AG(a) 98 3,511 Volkswagen AG(a) 488 ------------ 586 ------------ Total Consumer Discretionary 586 ------------ MATERIALS (0.0%) ---------------- COMMODITY CHEMICALS (0.0%) 1,447 Fuchs Petrolub SE(a) 69 ------------ Total Preferred Stocks (cost: $1,004) 655 ------------ EXCHANGE-TRADED FUNDS (13.0%) 319,748 EGShares Emerging Markets Consumer ETF 7,364 1,019,475 iShares Core MSCI EAFE ETF 56,927 1,316,686 iShares Core MSCI Emerging Markets ETF 54,471 400,100 iShares Currency Hedged MSCI EAFE ETF 10,707 362,410 iShares MSCI EAFE ETF 21,980 124,800 iShares MSCI EAFE Minimum Volatility ETF 8,137 1,038,430 iShares MSCI Japan ETF 12,866 174,762 iShares MSCI Turkey ETF 6,695 234,100 PowerShares FTSE RAFI Developed Markets ex-U.S. Portfolio 8,842 526,500 PowerShares FTSE RAFI Emerging Markets Portfolio 7,840 56,000 SPDR S&P China ETF 4,313 107,983 SPDR S&P Emerging Markets SmallCap ETF 4,201 10,370 Vanguard FTSE All-World ex-US ETF 465 ================================================================================ PORTFOLIO OF INVESTMENTS | 35 ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ 644,900 Vanguard FTSE Developed Markets ETF $ 24,345 580,500 Vanguard FTSE Europe ETF 29,855 170,548 WisdomTree Emerging Markets High Dividend Fund 5,725 182,288 WisdomTree Emerging Markets SmallCap Dividend Fund 6,604 120,700 WisdomTree Europe Hedged Equity Fund 7,597 693,900 WisdomTree India Earnings Fund 13,774 213,300 WisdomTree Japan Hedged Equity Fund 11,734 ------------ Total Exchange-Traded Funds (cost: $328,451) 304,442 ------------ Total International Equity Securities (cost: $589,517) 583,382 ------------ PRECIOUS METALS AND COMMODITY-RELATED SECURITIES (1.5%) GOLD (0.2%) ----------- AFRICAN GOLD COMPANIES (0.0%) 33,000 AngloGold Ashanti Ltd. ADR* 211 64,000 Gold Fields Ltd. ADR 162 162,000 Harmony Gold Mining Co. Ltd. ADR* 99 ------------ 472 ------------ AUSTRALIAN GOLD COMPANIES (0.0%) 66,000 Newcrest Mining Ltd.* 521 ------------ EUROPEAN GOLD COMPANIES (0.0%) 6,700 Randgold Resources Ltd. ADR 406 ------------ NORTH AMERICAN GOLD COMPANIES (0.2%) 10,200 Agnico-Eagle Mines Ltd. 270 43,395 Alamos Gold, Inc. "A" 130 37,000 Alamos Gold, Inc. "A" 113 19,083 AuRico Metals, Inc.* 9 16,268 AuRico Metals, Inc.* 7 165,000 B2Gold Corp.* 180 23,000 Barrick Gold Corp. 169 48,000 Centerra Gold, Inc. 261 240,000 Dundee Precious Metals, Inc.* 235 91,000 Eldorado Gold Corp. 279 21,000 Goldcorp, Inc. 248 196,721 Hycroft Mining Corp., acquired 6/05/2014 - 6/03/2015; cost $2,966*(c),(d) 148 150,000 Kinross Gold Corp.* 288 162,000 New Gold, Inc.* 358 13,000 Newmont Mining Corp. 239 91,400 Primero Mining Corp.* 206 8,800 Royal Gold, Inc. 316 ================================================================================ 36 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ 67,884 SEMAFO, Inc.* $ 160 83,000 Yamana Gold, Inc. 174 ------------ 3,790 ------------ SOUTH AMERICAN GOLD COMPANIES (0.0%) 44,000 Compania de Minas Buenaventura S.A. ADR 208 ------------ Total Gold (cost: $16,857) 5,397 ------------ SILVER (0.1%) 54,000 Pan American Silver Corp. 376 25,000 Silver Wheaton Corp. 328 77,000 Tahoe Resources, Inc. 677 ------------ Total Silver (cost: $2,187) 1,381 ------------ EXCHANGE-TRADED FUNDS (1.2%) 224,000 First Trust Global Tactical Commodity Strategy Fund* 4,659 297,334 iShares Silver Trust* 3,996 471,000 United States Commodity Index Fund* 19,057 ------------ Total Exchange-Traded Funds (cost: $32,834) 27,712 ------------ Total Precious Metals and Commodity-Related Securities (cost: $51,878) 34,490 ------------ GLOBAL REAL ESTATE EQUITY SECURITIES (1.2%) COMMON STOCKS (0.5%) DIVERSIFIED REAL ESTATE ACTIVITIES (0.1%) 13,100 Daiwa House Industry Co. Ltd.(a) 365 160,640 Henderson Land Development Co. Ltd.(a) 990 251,500 Kerry Properties Ltd.(a) 712 111,000 New World Development Co. Ltd.(a) 112 2,600 Nomura Real Estate Holdings, Inc.(a) 51 4,000 Sun Hung Kai Properties Ltd.(a) 50 128,000 Wheelock & Co. Ltd.(a) 553 ------------ 2,833 ------------ REAL ESTATE DEVELOPMENT (0.0%) 66,000 Sino Land Co.(a) 97 ------------ REAL ESTATE OPERATING COMPANIES (0.1%) 4,627 Deutsche Wohnen AG(a) 127 289,000 Hysan Development Co. Ltd.(a) 1,219 25,800 Swire Properties Ltd.(a) 75 ------------ 1,421 ------------ ================================================================================ PORTFOLIO OF INVESTMENTS | 37 ================================================================================ ------------------------------------------------------------------------------------------------------------ MARKET NUMBER VALUE OF SHARES SECURITY (000) ------------------------------------------------------------------------------------------------------------ REAL ESTATE SERVICES (0.0%) 2,000 Jones Lang LaSalle, Inc. $ 332 ------------ REITs - DIVERSIFIED (0.1%) 108,472 BGP Holdings plc, acquired 8/06/2009; cost: $0*(c),(d) - 21,395 British Land Co. plc(a) 269 429,724 GPT Group(a) 1,439 75 Nomura Real Estate Master Fund, Inc.* 90 5,570 PS Business Parks, Inc. 493 ------------ 2,291 ------------ REITs - HEALTH CARE (0.0%) 14,370 Care Capital Properties, Inc. 455 ------------ REITs - INDUSTRIAL (0.1%) 44,700 Ascendas REIT(a) 75 213,354 Segro plc(a) 1,418 ------------ 1,493 ------------ REITs - OFFICE (0.0%) 46,000 CapitaLand Commercial Trust(a) 43 32,932 Dexus Property Group(a) 183 ------------ 226 ------------ REITs - RETAIL (0.1%) 54,000 CapitaLand Mall Trust(a) 73 155,323 Hammerson plc(a) 1,428 340,500 Link REIT(a) 2,081 4,930 Taubman Centers, Inc. 355 ------------ 3,937 ------------ REITs - SPECIALIZED (0.0%) 15,840 Corrections Corp. of America 408 8,680 Lamar Advertising Co. 507 ------------ 915 ------------ Total Common Stocks (cost: $13,880) 14,000 ------------ PREFERRED STOCKS (0.1%) REITs - MORTGAGE (0.1%) 60,000 Arbor Realty Trust, Inc., 7.38% (cost: $1,500) 1,486 ------------ EXCHANGE-TRADED FUNDS (0.6%) 177,780 Vanguard REIT ETF (cost: $13,648) 14,114 ------------ Total Global Real Estate Equity Securities (cost: $29,028) 29,600 ------------ ================================================================================ 38 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) ------------------------------------------------------------------------------------------------------------ BONDS (31.0%) CORPORATE OBLIGATIONS (12.2%) CONSUMER DISCRETIONARY (0.3%) ----------------------------- DEPARTMENT STORES (0.1%) $ 1,393 J.C. Penney Corp., Inc.(f) 6.00% 5/22/2018 $ 1,384 ---------- PUBLISHING (0.1%) 1,934 Cengage Learning Acquisitions, Inc.(f) 7.00 3/31/2020 1,908 ---------- SPECIALTY STORES (0.1%) 2,000 Guitar Center, Inc.(b) 6.50 4/15/2019 1,830 1,000 Toys R Us Property Co. II, LLC 8.50 12/01/2017 942 ---------- 2,772 ---------- Total Consumer Discretionary 6,064 ---------- CONSUMER STAPLES (0.1%) ----------------------- PACKAGED FOODS & MEAT (0.1%) 2,500 JM Smucker Co. 4.38 3/15/2045 2,449 ---------- ENERGY (1.7%) ------------- OIL & GAS DRILLING (0.0%) 3,683 Schahin II Finance Co. SPV Ltd.(b),(g) 5.88 9/25/2023 792 ---------- OIL & GAS EXPLORATION & PRODUCTION (0.1%) 2,500 Newfield Exploration Co. 5.38 1/01/2026 2,294 ---------- OIL & GAS STORAGE & TRANSPORTATION (1.6%) 12,000 DCP Midstream, LLC(b) 5.85 5/21/2043 9,540 1,300 Enbridge Energy Partners, LP 7.38 10/15/2045 1,331 8,680 Enbridge Energy Partners, LP 8.05 10/01/2077 7,748 13,030 Energy Transfer Partners, LP 3.35(h) 11/01/2066 9,056 7,980 Enterprise Products Operating, LLC 7.00 6/01/2067 7,122 1,900 Martin Midstream Partners, LP 7.25 2/15/2021 1,812 2,352 Southern Union Co. 3.35(h) 11/01/2066 1,423 ---------- 38,032 ---------- Total Energy 41,118 ---------- FINANCIALS (6.7%) ----------------- ASSET MANAGEMENT & CUSTODY BANKS (0.4%) 10,000 Prospect Capital Corp. 5.00 7/15/2019 10,143 ---------- DIVERSIFIED BANKS (0.2%) 5,000 JPMorgan Chase Capital XIII 1.28(h) 9/30/2034 4,181 ---------- LIFE & HEALTH INSURANCE (1.2%) 9,342 Lincoln National Corp. 7.00(h) 5/17/2066 7,731 1,000 Lincoln National Corp. 6.05 4/20/2067 822 ================================================================================ PORTFOLIO OF INVESTMENTS | 39 ================================================================================ ------------------------------------------------------------------------------------------------------------ PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) ------------------------------------------------------------------------------------------------------------ $ 7,800 Prudential Financial, Inc. 5.63% 6/15/2043 $ 8,131 2,135 Prudential Financial, Inc. 5.20 3/15/2044 2,127 10,935 StanCorp Financial Group, Inc. 6.90 6/01/2067 9,377 ---------- 28,188 ---------- MULTI-LINE INSURANCE (1.1%) 15,127 Genworth Holdings, Inc. 6.15 11/15/2066 5,824 12,255 Glen Meadow Pass-Through Trust(b) 6.51 2/12/2067 10,570 10,510 Nationwide Mutual Insurance Co.(b) 2.63(h) 12/15/2024 10,096 ---------- 26,490 ---------- MULTI-SECTOR HOLDINGS (0.3%) 5,325 BNSF Funding Trust I 6.61 12/15/2055 5,979 ---------- PROPERTY & CASUALTY INSURANCE (2.1%) 10,800 Allstate Corp. 5.75 8/15/2053 11,201 10,000 AmTrust Financial Services, Inc. 6.13 8/15/2023 10,510 11,050 HSB Group, Inc.(d) 1.23(h) 7/15/2027 8,287 14,215 Oil Insurance Ltd.(b) 3.31(h) -(i) 12,651 6,500 Travelers Companies, Inc. 6.25 3/15/2067 6,663 ---------- 49,312 ---------- REAL ESTATE DEVELOPMENT (0.1%) 1,800 Forestar USA Real Estate Group, Inc.(b) 8.50 6/01/2022 1,811 ---------- REGIONAL BANKS (0.9%) 1,000 Allfirst Preferred Capital Trust 1.82(h) 7/15/2029 863 2,000 Compass Bank 6.40 10/01/2017 2,125 2,200 Compass Bank 3.88 4/10/2025 2,049 8,000 Cullen/Frost Capital Trust II 1.87(h) 3/01/2034 7,105 4,000 First Maryland Capital Trust I 1.32(h) 1/15/2027 3,385 2,000 Huntington Capital Trust II "B" 0.96(h) 6/15/2028 1,682 5,039 Manufacturers & Traders Trust Co. 5.63 12/01/2021 5,014 ---------- 22,223 ---------- REINSURANCE (0.2%) 4,000 Alterra USA Holdings Ltd.(b) 7.20 4/14/2017 4,232 ---------- THRIFTS & MORTGAGE FINANCE (0.2%) 2,000 Ocwen Financial Corp.(b) 6.63 5/15/2019 1,810 2,400 Walter Investment Management Corp. 7.88 12/15/2021 1,908 ---------- 3,718 ---------- Total Financials 156,277 ---------- HEALTH CARE (0.1%) ------------------ PHARMACEUTICALS (0.1%) 2,600 Valeant Pharmaceuticals International, Inc.(b) 6.38 10/15/2020 2,395 ---------- ================================================================================ 40 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) ------------------------------------------------------------------------------------------------------------ INDUSTRIALS (0.3%) ------------------ AEROSPACE & DEFENSE (0.1%) $ 1,250 Constellis Holdings, LLC & Constellis Finance Corp.(b) 9.75% 5/15/2020 $ 1,042 ---------- AIRLINES (0.0%) 738 America West Airlines, Inc. Pass-Through Trust (INS) 7.93 7/02/2020 792 ---------- ELECTRICAL COMPONENTS & EQUIPMENT (0.0%) 800 Artesyn Embedded Technologies, Inc.(b) 9.75 10/15/2020 758 ---------- MARINE (0.1%) 1,900 Navios Maritime Holdings, Inc.(b) 7.38 1/15/2022 1,432 ---------- TRADING COMPANIES & DISTRIBUTORS (0.1%) 3,137 ILFC E-Capital Trust I(b) 4.57(h) 12/21/2065 2,973 ---------- Total Industrials 6,997 ---------- INFORMATION TECHNOLOGY (0.1%) ----------------------------- SYSTEMS SOFTWARE (0.1%) 150 Ensemble S Merger Sub, Inc.(b) 9.00 9/30/2023 150 1,300 Informatica, LLC(b) 7.13 7/15/2023 1,251 ---------- 1,401 ---------- Total Information Technology 1,401 ---------- MATERIALS (0.2%) ---------------- DIVERSIFIED METALS & MINING (0.2%) 7,450 Freeport-McMoRan, Inc. 5.45 3/15/2043 4,712 ---------- TELECOMMUNICATION SERVICES (0.5%) --------------------------------- INTEGRATED TELECOMMUNICATION SERVICES (0.4%) 1,250 CenturyLink, Inc. 7.65 3/15/2042 1,013 7,950 Frontier Communications Corp.(b) 11.00 9/15/2025 7,811 500 GCI, Inc. 6.88 4/15/2025 520 ---------- 9,344 ---------- WIRELESS TELECOMMUNICATION SERVICES (0.1%) 4,500 Sprint Corp. 7.13 6/15/2024 3,465 ---------- Total Telecommunication Services 12,809 ---------- UTILITIES (2.2%) ---------------- ELECTRIC UTILITIES (0.8%) 6,085 NextEra Energy Capital Holdings, Inc. 6.35 10/01/2066 4,762 7,000 NextEra Energy Capital Holdings, Inc. 6.65 6/15/2067 5,617 500 NextEra Energy Capital Holdings, Inc. 7.30 9/01/2067 491 7,400 PPL Capital Funding, Inc. 6.70 3/30/2067 6,107 ================================================================================ PORTFOLIO OF INVESTMENTS | 41 ================================================================================ ------------------------------------------------------------------------------------------------------------ PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) ------------------------------------------------------------------------------------------------------------ $ 4,041 Texas Competitive Electric Holdings Co., LLC(f) 4.68% 10/10/2017 $ 1,385 ---------- 18,362 ---------- MULTI-UTILITIES (1.4%) 6,350 Dominion Resources, Inc. 7.50 6/30/2066 5,533 3,500 Dominion Resources, Inc. 2.63(h) 9/30/2066 2,746 5,291 Integrys Holding, Inc. 6.11 12/01/2066 4,274 12,464 Puget Sound Energy, Inc. 6.97 6/01/2067 10,439 13,000 WEC Energy Group, Inc. 6.25 5/15/2067 10,725 ---------- 33,717 ---------- Total Utilities 52,079 ---------- Total Corporate Obligations (cost: $297,616) 286,301 ---------- CONVERTIBLE SECURITIES (0.0%) MATERIALS (0.0%) ---------------- GOLD (0.0%) 681 Hycroft Mining Corp.(d),(j) (cost: $650) 15.00 10/22/2020 783 ---------- EURODOLLAR AND YANKEE OBLIGATIONS (3.3%) CONSUMER DISCRETIONARY (0.1%) ----------------------------- CABLE & SATELLITE (0.1%) 1,250 Neptune Finco Corp.(b) 10.88 10/15/2025 1,325 ---------- ENERGY (0.4%) ------------- OIL & GAS STORAGE & TRANSPORTATION (0.4%) 9,650 TransCanada PipeLines Ltd. 6.35 5/15/2067 7,889 1,400 TransCanada Trust 5.63 5/20/2075 1,336 ---------- 9,225 ---------- Total Energy 9,225 ---------- FINANCIALS (1.2%) ----------------- DIVERSIFIED BANKS (0.2%) 2,000 Barclays Bank plc(b) 7.70 -(i) 2,190 2,500 LBI hf, acquired 10/12/2007; cost $2,500(b),(c),(d),(g) 7.43 -(i) - 2,850 Lloyds Bank plc 0.69(h) -(i) 1,742 ---------- 3,932 ---------- LIFE & HEALTH INSURANCE (0.4%) 9,800 Great-West Life & Annuity Insurance Capital, LP(b) 7.15(h) 5/16/2046 9,886 ---------- PROPERTY & CASUALTY INSURANCE (0.6%) 11,850 QBE Capital Funding III Ltd.(b) 7.25 5/24/2041 13,168 ---------- ================================================================================ 42 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) ------------------------------------------------------------------------------------------------------------ REGIONAL BANKS (0.0%) $ 3,000 Glitnir Banki hf, acquired 9/11/2006 - 10/18/2006; cost $3,051(b),(c),(d),(g) 7.45% -(i) $ - ---------- Total Financials 26,986 ---------- GOVERNMENT (0.2%) ----------------- FOREIGN GOVERNMENT (0.2%) 5,083 Italy Government International Bond 5.38 6/15/2033 5,843 ---------- MATERIALS (0.7%) ---------------- DIVERSIFIED METALS & MINING (0.0%) 900 Vedanta Resources plc(b) 6.00 1/31/2019 689 ---------- GOLD (0.7%) 10,400 Kinross Gold Corp. 5.95 3/15/2024 8,208 5,000 Newcrest Finance Proprietary Ltd.(b) 4.45 11/15/2021 4,657 4,200 St. Barbara Ltd.(b) 8.88 4/15/2018 4,032 ---------- 16,897 ---------- Total Materials 17,586 ---------- UTILITIES (0.7%) ---------------- ELECTRIC UTILITIES (0.7%) 7,400 Electricite De France S.A.(b) 5.25 -(i) 7,178 6,800 Enel S.p.A.(b) 8.75 9/24/2073 7,837 1,000 SPI Electricity Proprietary Ltd. (INS)(b) 7.25 12/01/2016 1,042 ---------- 16,057 ---------- INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (0.0%) 700 AES Gener S.A.(b) 8.38 12/18/2073 720 ---------- Total Utilities 16,777 ---------- Total Eurodollar and Yankee Obligations (cost: $85,152) 77,742 ---------- ASSET-BACKED SECURITIES (0.2%) FINANCIALS (0.2%) ----------------- ASSET-BACKED FINANCING (0.2%) 3,000 SLC Student Loan Trust 0.77(h) 7/15/2036 2,599 1,119 SLM Student Loan Trust 0.87(h) 10/25/2038 966 ---------- 3,565 ---------- Total Financials 3,565 ---------- Total Asset-Backed Securities (cost: $3,229) 3,565 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 43 ================================================================================ ------------------------------------------------------------------------------------------------------------ PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) ------------------------------------------------------------------------------------------------------------ COLLATERALIZED MORTGAGE OBLIGATIONS (0.1%) FINANCIALS (0.1%) ----------------- $ 1,162 Wells Fargo Mortgage Backed Securities Trust 2.69%(h) 4/25/2035 $ 1,099 1,197 Sequoia Mortgage Trust 1.11(h) 9/20/2033 1,057 ---------- Total Financials 2,156 ---------- Total Collateralized Mortgage Obligations (cost: $2,234) 2,156 ---------- COMMERCIAL MORTGAGE SECURITIES (6.6%) FINANCIALS (6.6%) ----------------- COMMERCIAL MORTGAGE-BACKED SECURITIES (6.6%) 2,444 Banc of America Commercial Mortgage, Inc.(b) 5.43 12/10/2042 2,476 10,000 Banc of America Commercial Mortgage, Inc. 6.04 7/10/2044 10,125 8,500 Banc of America Commercial Mortgage, Inc. 6.03 5/10/2045 8,568 2,000 Banc of America Commercial Mortgage, Inc. 5.42 10/10/2045 2,032 6,000 Banc of America Commercial Mortgage, Inc. 5.59 9/10/2047 5,992 3,500 Banc of America Commercial Mortgage, Inc. 6.47 2/10/2051 3,579 4,000 Bear Stearns Commercial Mortgage Securities, Inc. 5.21 2/11/2041 3,996 3,000 Bear Stearns Commercial Mortgage Securities, Inc.(b) 5.66 9/11/2041 2,953 2,000 Bear Stearns Commercial Mortgage Securities, Inc. 5.60 10/12/2041 2,004 8,000 Citigroup Commercial Mortgage Trust 5.99 3/15/2049 8,102 1,000 Citigroup Commercial Mortgage Trust 6.35 12/10/2049 910 10,000 Commercial Mortgage Loan Trust 6.02 7/10/2038 9,715 6,000 Commercial Mortgage Loan Trust 6.23 12/10/2049 5,971 4,000 Commercial Mortgage Trust 5.38 12/10/2046 3,981 2,000 Commercial Mortgage Trust(b) 5.54 12/11/2049 2,068 16,400 Credit Suisse Commercial Mortgage Pass-Through Trust 0.39 2/15/2040 14,904 2,000 GE Capital Commercial Mortgage Corp. 5.60 11/10/2045 1,993 9,355 GE Capital Commercial Mortgage Corp. 5.61 12/10/2049 9,664 1,796 GMAC Commercial Mortgage Securities, Inc. 4.97 12/10/2041 1,823 1,000 GMAC Commercial Mortgage Securities, Inc. 4.98 12/10/2041 1,029 4,000 GS Mortgage Securities Trust 5.76 4/10/2038 4,005 8,000 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.57 4/15/2043 8,051 2,000 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.75 12/15/2044 1,996 2,000 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.75 12/15/2044 1,996 3,675 J.P. Morgan Chase Commercial Mortgage Securities Corp. 6.10 4/15/2045 3,418 5,000 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.37 5/15/2047 5,106 ================================================================================ 44 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) ------------------------------------------------------------------------------------------------------------ $ 2,000 LB-UBS Commercial Mortgage Trust 5.28% 2/15/2041 $ 2,000 1,137 Merrill Lynch Mortgage Trust 5.67 7/12/2038 1,137 1,000 Merrill Lynch Mortgage Trust 5.70 7/12/2038 999 11,500 Merrill Lynch Mortgage Trust 5.86 5/12/2039 11,547 583 Merrill Lynch Mortgage Trust 5.01 10/12/2041 584 1,000 Merrill Lynch Mortgage Trust 5.64 1/12/2044 999 3,000 ML-CFC Commercial Mortgage Trust 5.42 8/12/2048 3,102 3,000 ML-CFC Commercial Mortgage Trust 6.07 8/12/2049 3,039 1,000 Morgan Stanley Capital I Trust 5.69 3/12/2044 996 3,400 Wachovia Bank Commercial Mortgage Trust 5.90 5/15/2043 3,431 ---------- Total Financials 154,291 ---------- Total Commercial Mortgage Securities (cost: $145,109) 154,291 ---------- U.S. GOVERNMENT AGENCY ISSUES (0.3%)(k) COMMERCIAL MORTGAGE-BACKED SECURITIES (0.3%) 8,000 Freddie Mac (+) 3.51 4/25/2030 8,301 ---------- MORTGAGE-BACKED PASS-THROUGH SECURITIES (0.0%) 1 Government National Mortgage Assn. I 6.50 5/15/2023 1 10 Government National Mortgage Assn. I 6.50 4/15/2024 12 1 Government National Mortgage Assn. I 7.50 3/15/2017 1 5 Government National Mortgage Assn. I 7.50 3/15/2017 5 1 Government National Mortgage Assn. I 8.00 11/15/2016 1 1 Government National Mortgage Assn. I 8.50 1/15/2017 1 ---------- 21 ---------- Total U.S. Government Agency Issues (cost: $8,175) 8,322 ---------- U.S. TREASURY SECURITIES (8.3%) BONDS (7.8%) 41,520 2.83%, 8/15/2044 (STRIPS Principal)(l) 16,915 81,500 3.13%, 8/15/2044 83,573 16,500 3.00%, 11/15/2044 16,495 59,000 3.00%, 5/15/2045 58,958 16,700 3.12%, 5/15/2045 (STRIPS Principal)(l) 6,589 ---------- 182,530 ---------- NOTES (0.5%) 11,000 2.38%, 8/15/2024 11,174 ---------- Total U.S. Treasury Securities (cost: $192,770) 193,704 ---------- Total Bonds (cost: $734,935) 726,864 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 45 ================================================================================ ------------------------------------------------------------------------------------------------------------ PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) ------------------------------------------------------------------------------------------------------------ MONEY MARKET INSTRUMENTS (3.6%) COMMERCIAL PAPER (0.7%) ENERGY (0.2%) ------------- OIL & GAS EXPLORATION & PRODUCTION (0.2%) $ 5,000 Encana Corp.(b),(m) 0.52% 12/03/2015 $ 5,000 ---------- INDUSTRIALS (0.3%) ------------------ ELECTRICAL COMPONENTS & EQUIPMENT (0.2%) 4,651 Eaton Corp.(b),(m) 0.40 12/08/2015 4,650 ---------- INDUSTRIAL MACHINERY (0.1%) 2,640 Pentair Finance S.A.(b),(m) 0.84 12/01/2015 2,640 ---------- Total Industrials 7,290 ---------- UTILITIES (0.2%) ---------------- ELECTRIC UTILITIES (0.2%) 5,340 South Carolina Fuel Co.(b),(m) 0.35 12/02/2015 5,340 ---------- Total Commercial Paper 17,630 ---------- ------------------------------------------------------------------------------------------------------------ NUMBER OF SHARES ------------------------------------------------------------------------------------------------------------ MONEY MARKET FUNDS (2.9%) 66,999,634 State Street Institutional Liquid Reserves Fund Premier Class, 0.15%(n) 67,000 ---------- ------------------------------------------------------------------------------------------------------------ PRINCIPAL AMOUNT (000) ------------------------------------------------------------------------------------------------------------ U.S. TREASURY BILLS (0.0%) $ 400 0.01%, 3/03/2016(o),(p) 400 ---------- Total Money Market Instruments (cost: $85,030) 85,030 ---------- TOTAL INVESTMENTS (COST: $2,292,830) $2,334,720 ========== ------------------------------------------------------------------------------------------------------------ UNREALIZED NUMBER OF APPRECIATION/ CONTRACTS EXPIRATION CONTRACT (DEPRECIATION) LONG/(SHORT) SECURITY DATE VALUE (000) (000) ------------------------------------------------------------------------------------------------------------ FUTURES (0.2%) 52 Mini MSCI EAFE 12/18/2015 $4,534 $ 86 ====== ========== ================================================================================ 46 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------ ($ IN 000s) VALUATION HIERARCHY ------------------------------------------------------------------------------------------------------------ (LEVEL 1) (LEVEL 2) (LEVEL 3) QUOTED PRICES OTHER SIGNIFICANT SIGNIFICANT IN ACTIVE MARKETS OBSERVABLE UNOBSERVABLE ASSETS FOR IDENTICAL ASSETS INPUTS INPUTS TOTAL ------------------------------------------------------------------------------------------------------------ U.S. Equity Securities: Common Stocks $ 626,885 $ 436 $ - $ 627,321 Preferred Stocks - 32,835 750 33,585 Exchange-Traded Funds 152,820 - - 152,820 Fixed-Income Exchange- Traded Funds 61,628 - - 61,628 International Equity Securities: Common Stocks 28,125 250,160 - 278,285 Preferred Stocks - 655 - 655 Exchange-Traded Funds 304,442 - - 304,442 Precious Metals and Commodity-Related Securities: Gold 5,249 - 148 5,397 Silver 1,381 - - 1,381 Exchange-Traded Funds 27,712 - - 27,712 Global Real Estate Equity Securities: Common Stocks 2,640 11,360 - 14,000 Preferred Stocks - 1,486 - 1,486 Exchange-Traded Funds 14,114 - - 14,114 Bonds: Corporate Obligations - 278,014 8,287 286,301 Convertible Securities - - 783 783 Eurodollar and Yankee Obligations - 77,742 - 77,742 Asset-Backed Securities - 3,565 - 3,565 Collateralized Mortgage Obligations - 2,156 - 2,156 Commercial Mortgage Securities - 154,291 - 154,291 U.S. Government Agency Issues - 8,322 - 8,322 U.S. Treasury Securities 170,200 23,504 - 193,704 Money Market Instruments: Commercial Paper - 17,630 - 17,630 Money Market Funds 67,000 - - 67,000 U.S. Treasury Bills 400 - - 400 Futures(1) 86 - - 86 ------------------------------------------------------------------------------------------------------------ Total $1,462,682 $862,156 $9,968 $2,334,806 ------------------------------------------------------------------------------------------------------------ (1)Futures are valued at the unrealized appreciation/(depreciation) on the investment. Refer to the Portfolio of Investments for additional industry, country, or geographic region classifications. ================================================================================ PORTFOLIO OF INVESTMENTS | 47 ================================================================================ Reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value: ------------------------------------------------------------------------------------------------------------ COMMON PREFERRED CORPORATE CONVERTIBLE STOCKS STOCKS OBLIGATIONS SECURITIES ------------------------------------------------------------------------------------------------------------ Balance as of May 31, 2015 $ - $750 $7,666 $ - Purchases 7,511 - - 650 Sales - - (580) - Transfers into Level 3 - - - - Transfers out of Level 3 - - - - Net realized gain (loss) on investments - - 2 - Change in net unrealized appreciation/ (depreciation) of investments (7,363) - 1,199 133 ------------------------------------------------------------------------------------------------------------ Balance as of November 30, 2015 $ 148 $750 $8,287 $783 ------------------------------------------------------------------------------------------------------------ For the period of June 1, 2015, through November 30, 2015, preferred stocks with a value of $4,016,000 were transferred from Level 1 to Level 2. Due to an assessment of events at the end of the reporting period, these securities had adjustments to their foreign market closing prices to reflect changes in value that occurred after the close of foreign markets and prior to the close of the U.S. securities markets. The Fund's policy is to recognize any transfers into and out of the levels as of the beginning of the period in which the event or circumstance that caused the transfer occurred. ================================================================================ 48 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------- o GENERAL NOTES Market values of securities are determined by procedures and practices discussed in Note 1A 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 28.8% of net assets at November 30, 2015. 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 EURODOLLAR AND YANKEE OBLIGATIONS - Eurodollar obligations are U.S. 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. 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, ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 49 ================================================================================ 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 the date the final principal payment will be made for the last outstanding loans in the pool. The weighted average life is the average time for principal to be repaid, which is calculated by assuming prepayment rates of the underlying loans. The weighted average life is likely to be substantially shorter than the stated final maturity as a result of scheduled principal payments and unscheduled principal prepayments. Stated interest rates on commercial mortgage-backed securities may change slightly over time as underlying mortgages pay down. 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. o PORTFOLIO ABBREVIATIONS AND DESCRIPTIONS 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 STRIPS Separate trading of registered interest and principal of securities 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. ================================================================================ 50 | USAA CORNERSTONE MODERATELY AGGRESSIVE 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) Securities with a value of $262,611,000, which represented 11.2% of the Fund's net assets, were classified as Level 2 at November 30, 2015, due to the prices being adjusted to take into account significant market movements following the close of local trading. (b) 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. (c) Security deemed illiquid by the Manager, under liquidity guidelines approved by the Board. The aggregate market value of these securities at November 30, 2015, was $898,000, which represented less than 0.1% of the Fund's net assets. (d) Security was fair valued at November 30, 2015, by the Manager in accordance with valuation procedures approved by the Board. The total value of all such securities was $9,968,000, which represented 0.4% of the Fund's net assets. (e) The security, or a portion thereof, is segregated to cover the value of open futures contracts at November 30, 2015. (f) 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 stated interest rate represents the weighted average ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 51 ================================================================================ interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments. The interest rate is adjusted periodically, and the rate disclosed represents the current rate at November 30, 2015. 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 Board, unless otherwise noted as illiquid. (g) At November 30, 2015, the issuer was in default with respect to interest and/or principal payments. (h) Variable-rate or floating-rate security - interest rate is adjusted periodically. The interest rate disclosed represents the rate at November 30, 2015. (i) Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future. (j) Pay-in-kind (PIK) - security in which the issuer has the option to make interest or dividend payments in cash or in additional securities. The security issued with the interest or dividend payment option usually has the same terms, including maturity date, as the PIK securities. (k) U.S. government agency issues - Mortgage-backed securities issued by certain U.S. Government Sponsored Enterprises (GSEs) such as the Government National Mortgage Association (GNMA or Ginnie Mae) and certain other U.S. government guaranteed securities are supported by the full faith and credit of the U.S. government. Securities issued by other GSEs, such as Freddie Mac (Federal Home Loan Mortgage Corporation or FHLMC) and Fannie Mae (Federal National Mortgage Association or FNMA), indicated with a "+", are supported only by the right of the GSE to borrow from the U.S. Treasury, the discretionary authority of the U.S. government to purchase the GSEs' obligations, or only by the credit of the issuing agency, instrumentality, or corporation, and are neither issued nor guaranteed by the U.S. Treasury. In September of 2008, ================================================================================ 52 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ the U.S. Treasury placed Fannie Mae and Freddie Mac under conservatorship and appointed the Federal Housing Finance Agency (FHFA) to act as conservator and oversee their daily operations. In addition, the U.S. Treasury entered into purchase agreements with Fannie Mae and Freddie Mac to provide them with capital in exchange for senior preferred stock. While these arrangements are intended to ensure that Fannie Mae and Freddie Mac can continue to meet their obligations, it is possible that actions by the U.S. Treasury, FHFA, or others could adversely impact the value of the Fund's investments in securities issued by Fannie Mae and Freddie Mac. (l) Zero-coupon security. Rate represents the effective yield at the date of purchase. (m) Commercial paper issued in reliance on the "private placement" exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (Section 4(2) Commercial Paper). 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. (n) Rate represents the money market fund annualized seven-day yield at November 30, 2015. (o) Securities offered at a discount to face value rather than at a stated coupon rate. Rates represent the discount rates at purchase date. (p) Securities with a value of $400,000 are segregated as collateral for initial margin requirements on open futures contracts. * Non-income-producing security. See accompanying notes to financial statements. ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 53 ================================================================================ STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) November 30, 2015 (unaudited) -------------------------------------------------------------------------------- ASSETS Investments in securities, at market value (cost of $2,292,830) $2,334,720 Cash 54 Cash denominated in foreign currencies (identified cost of $517) 505 Receivables: Capital shares sold 948 Dividends and interest 9,756 Securities sold 16,826 ---------- Total assets 2,362,809 ---------- LIABILITIES Payables: Securities purchased 16,599 Capital shares redeemed 1,467 Variation margin on futures contracts 3 Accrued management fees 1,350 Accrued transfer agent's fees 68 Other accrued expenses and payables 242 ---------- Total liabilities 19,729 ---------- Net assets applicable to capital shares outstanding $2,343,080 ========== NET ASSETS CONSIST OF: Paid-in capital $2,237,674 Accumulated undistributed net investment income 44,179 Accumulated net realized gain on investments and futures transactions 19,318 Net unrealized appreciation of investments, options, and futures contracts 41,976 Net unrealized depreciation of foreign currency translations (67) ---------- Net assets applicable to capital shares outstanding $2,343,080 ========== Capital shares outstanding, unlimited number of shares authorized, no par value 94,174 ========== Net asset value, redemption price, and offering price per share $ 24.88 ========== See accompanying notes to financial statements. ================================================================================ 54 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ STATEMENT OF OPERATIONS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited) -------------------------------------------------------------------------------- INVESTMENT INCOME Dividends (net of foreign taxes withheld of $252) $ 18,675 Interest 22,290 --------- Total income 40,965 --------- EXPENSES Management fees 8,720 Administration and servicing fees 1,799 Transfer agent's fees 2,552 Custody and accounting fees 250 Postage 145 Shareholder reporting fees 69 Trustees' fees 13 Registration fees 27 Professional fees 81 Other 19 --------- Total expenses 13,675 --------- NET INVESTMENT INCOME 27,290 --------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY, OPTIONS, AND FUTURES CONTRACTS Net realized gain (loss) on: Unaffiliated transactions 41,254 Affiliated transactions (Note 7) (15) Foreign currency transactions (34) Options 92 Futures transactions (362) Change in net unrealized appreciation/(depreciation) of: Investments (201,383) Foreign currency translations 16 Options 608 Futures contracts (77) --------- Net realized and unrealized loss (159,901) --------- Decrease in net assets resulting from operations $(132,611) ========= See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 55 ================================================================================ STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited), and year ended May 31, 2015 ------------------------------------------------------------------------------------------------------------ 11/30/2015 5/31/2015 ------------------------------------------------------------------------------------------------------------ FROM OPERATIONS Net investment income $ 27,290 $ 53,562 Net realized gain on investments 41,239 90,838 Net realized gain on long-term capital gain distributions from other investment companies - 334 Net realized loss on foreign currency transactions (34) (1,030) Net realized gain (loss) on options 92 (5,399) Net realized gain (loss) on futures transactions (362) 1,403 Change in net unrealized appreciation/(depreciation) of: Investments (201,383) (57,834) Foreign currency translations 16 (77) Options 608 4,519 Futures contracts (77) (903) ----------------------------- Increase (decrease) in net assets resulting from operations (132,611) 85,413 ----------------------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income - (60,460) ----------------------------- FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold 105,372 294,582 Reinvested dividends - 59,823 Cost of shares redeemed (156,229) (344,297) ----------------------------- Increase (decrease) in net assets from capital share transactions (50,857) 10,108 ----------------------------- Net increase (decrease) in net assets (183,468) 35,061 NET ASSETS Beginning of period 2,526,548 2,491,487 ----------------------------- End of period $2,343,080 $2,526,548 ============================= Accumulated undistributed net investment income: End of period $ 44,179 $ 16,889 ============================= CHANGE IN SHARES OUTSTANDING Shares sold 4,177 11,302 Shares issued for dividends reinvested - 2,334 Shares redeemed (6,195) (13,207) ----------------------------- Increase (decrease) in shares outstanding (2,018) 429 ============================= See accompanying notes to financial statements. ================================================================================ 56 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ NOTES TO FINANCIAL STATEMENTS November 30, 2015 (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 54 separate funds. Additionally, the Fund qualifies as a registered investment company under Accounting Standards Codification Topic 946. The information presented in this semiannual report pertains only to the USAA Cornerstone Moderately Aggressive Fund (the Fund), which is classified as diversified under the 1940 Act. The Fund's investment objective is to achieve capital appreciation with a secondary focus on current income. A. SECURITY VALUATION - The Trust's Board of Trustees (the Board) has established the Valuation Committee (the Committee), and subject to Board oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board. Among other things, these policies and procedures allow the Fund to utilize independent pricing services, quotations from securities dealers, and a wide variety of sources and information to establish and adjust the fair value of securities as events occur and circumstances warrant. The Committee reports to the Board on a quarterly basis and makes recommendations to the Board as to pricing methodologies and services used by the Fund and presents additional information to the Board regarding application of the pricing and fair valuation policies and procedures during the preceding quarter. The Committee meets as often as necessary to make pricing and fair value determinations. In addition, the Committee holds regular monthly meetings to review prior actions taken by the Committee and USAA Asset Management Company (the Manager), an affiliate of the Fund. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 57 ================================================================================ Among other things, these monthly meetings include a review and analysis of back testing reports, pricing service quotation comparisons, illiquid securities and fair value determinations, pricing movements, and daily stale price monitoring. The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below: 1. Equity securities, including exchange-traded funds (ETFs), except as otherwise noted, traded primarily on a domestic securities exchange or the 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 many 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 need to be reflected in the value of the Fund's foreign securities. However, the Manager and the Fund's subadviser(s) will monitor for events that would materially affect the value of the Fund's foreign securities. The Fund's subadviser(s) have agreed to notify the Manager of significant events they identify 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 Committee will consider such available information that it deems relevant and will determine a fair value for the affected foreign securities in ================================================================================ 58 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ accordance with valuation procedures. In addition, information from an external vendor or other sources may be used to adjust the foreign market closing prices of foreign equity securities to reflect what the Committee 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, commingled, or other funds, other than ETFs, are valued at their NAV at the end of each business day. 4. Short-term debt securities with original or remaining maturities of 60 days or less may be valued at amortized cost, provided that amortized cost represents the fair value of such securities. 5. Debt securities with maturities greater than 60 days are valued each business day by a pricing service (the Service) approved by the Board. The Service uses an evaluated mean between quoted bid and asked prices or the last sales price to value a security when, in the Service's judgment, these prices are readily available and are representative of the security's market value. For many securities, such prices are not readily available. The Service generally prices those securities based on methods which include consideration of yields or prices of securities of comparable quality, coupon, maturity, and type; indications as to values from dealers in securities; and general market conditions. 6. Repurchase agreements are valued at cost. 7. Futures are valued at the last sale price at the close of market on the principal exchange on which they are traded or, in the absence of any transactions that day, the last sale price on the prior trading date if it is within the spread between the closing bid and asked prices closest to the last reported sale price. 8. Options are valued by a pricing service at the National Best Bid/Offer (NBBO) composite price, which is derived from the best ================================================================================ NOTES TO FINANCIAL STATEMENTS | 59 ================================================================================ available bid and asked prices in all participating options exchanges determined to most closely reflect market value of the options at the time of computation of the Fund's NAV. 9. Forward foreign currency contracts are valued on a daily basis using forward foreign currency exchange rates obtained from an independent pricing service. 10. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with 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, other pricing services, 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, evaluation of credit quality, 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. ================================================================================ 60 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ 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 indexes. Level 2 securities include certain equity securities, which are valued based on methods discussed in Note 1A2, certain bonds, which are valued based on methods discussed in Note 1A5, and commercial paper, which is valued at amortized cost. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement, including the Manager's own assumptions in determining the fair value. The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For the securities valued using significant unobservable inputs, market quotations were not available from the pricing services. As such, the securities were valued in good faith using methods determined by the Manager, under valuation procedures approved by the Board. The valuation of some securities falling in the Level 3 category are primarily supported by 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, options on futures contracts, and forward currency contracts, under circumstances in which such instruments are expected by the portfolio manager to aid in achieving the Fund's investment objective. The Fund also may use derivatives in circumstances ================================================================================ NOTES TO FINANCIAL STATEMENTS | 61 ================================================================================ 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, 2015, did not include master netting provisions. FUTURES CONTRACTS - The Fund is subject to equity price risk, interest rate risk, and foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The Fund may use futures contracts to gain exposure to, or hedge against, changes in the value of equities, interest rates, or foreign currencies. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. Upon entering into such contracts, the Fund is required to deposit with the broker in either cash or securities an initial margin in an amount equal to a certain percentage of the contract amount. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Upon entering into such contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly in an unfavorable direction, in which case, the Fund may not achieve the anticipated benefits of the futures contracts. 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 ================================================================================ 62 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ purchaser the right to buy, and the writer the obligation to sell, the underlying instrument at a specified price during a specified period. Conversely, a put option gives the purchaser the right to sell, and the writer the obligation to buy, the underlying instrument at a specified price during a specified period. The purchaser of the option pays a premium to the writer of the option. Premiums paid for purchased options are included in the Fund's Statement of Assets and Liabilities as an investment. If a purchased option expires unexercised, the premium paid is recognized as a realized loss. If a purchased call option on a security is exercised, the cost of the security acquired includes the exercise price and the premium paid. If a purchased put option on a security is exercised, the realized gain or loss on the security sold is determined from the exercise price, the original cost of the security, and the premium paid. The risk associated with purchasing a call or put option is limited to the premium paid. Premiums received from writing options are included in the Fund's Statement of Assets and Liabilities as a liability. If a written option expires unexercised, the premium received is recognized as a realized gain. If a written call option on a security is exercised, the realized gain or loss on the security sold is determined from the exercise price, the original cost of the security, and the premium received. If a written put option on a security is exercised, the cost of the security acquired is the exercise price paid less the premium received. The Fund, as a writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option. In an attempt to reduce the Fund's volatility over time, the Fund may implement a strategy that involves purchasing and selling options on indexes or ETFs that represent the Fund's exposure against a highly correlated stock portfolio. The combination of the diversified stock portfolio with index or ETF options is designed to provide the Fund with consistent returns over a wide range of equity market environments. This strategy may not fully protect the Fund against declines in the portfolio's value, and the Fund could experience a loss. Options on ETFs are similar to options on individual securities in that the holder of the ================================================================================ NOTES TO FINANCIAL STATEMENTS | 63 ================================================================================ 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, 2015* (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 Net unrealized $86** $- appreciation of investments, options, and futures contracts -------------------------------------------------------------------------------- * For open derivative instruments as of November 30, 2015, see the Portfolio of Investments, which also is indicative of activity for the period ended November 30, 2015. ** Includes cumulative appreciation (depreciation) of futures as reported on the Portfolio of Investments. Only current day's variation margin is reported within the Statement of Assets and Liabilities. THE EFFECT OF DERIVATIVE INSTRUMENTS ON THE STATEMENT OF OPERATIONS FOR THE SIX-MONTH PERIOD ENDED NOVEMBER 30, 2015 (IN THOUSANDS) CHANGE IN UNREALIZED DERIVATIVES NOT REALIZED APPRECIATION ACCOUNTED FOR AS STATEMENT OF GAIN (LOSS) (DEPRECIATION) HEDGING INSTRUMENTS OPERATIONS LOCATION ON DERIVATIVES ON DERIVATIVES ------------------------------------------------------------------------------------------------------ Equity contracts Net realized gain $(270) $531 (loss) on options and futures transactions / Change in net unrealized appreciation/(depreciation) of options and futures contracts ------------------------------------------------------------------------------------------------------ ================================================================================ 64 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ D. FEDERAL TAXES - The Fund's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute substantially all of its income to its shareholders. Therefore, no federal income tax provision is required. E. INVESTMENTS IN SECURITIES - Security transactions are accounted for on the date the securities are purchased or sold (trade date). Gains or losses from sales of investment securities are computed on the identified cost basis. Dividend income, less foreign taxes, if any, is recorded on the ex-dividend date. If the ex-dividend date has passed, certain dividends from foreign securities are recorded upon notification. Interest income is recorded daily on the accrual basis. Discounts and premiums are amortized over the life of the respective securities, using the effective yield method for long-term securities and the straight-line method for short-term securities. Foreign income and capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable, as a reduction to such income and realized gains. These foreign taxes have been provided for in accordance with the understanding of the applicable countries' tax rules and rates. 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. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 65 ================================================================================ Separately, net realized foreign currency gains/losses may arise from sales of foreign currency, currency gains/losses realized between the trade and settlement dates on security transactions, and from the difference between amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts received. At the end of the Fund's fiscal year, these net realized foreign currency gains/losses are reclassified from accumulated net realized gain/loss to accumulated undistributed net investment income on the Statement of Assets and Liabilities as such amounts are treated as ordinary income/loss for tax purposes. Net unrealized foreign currency exchange gains/losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rate. G. SECURITIES PURCHASED ON A DELAYED-DELIVERY OR WHEN-ISSUED BASIS - Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis 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 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 may increase the volatility of the Fund's NAV to the extent that the Fund makes such purchases 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, 2015, 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 ================================================================================ 66 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ representations and warranties that provide general indemnifications. The Trust's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trust expects the risk of loss to be remote. J. USE OF ESTIMATES - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts in the financial statements. (2) LINE OF CREDIT The Fund participates in a joint, short-term, revolving, committed loan agreement of $500 million with USAA Capital Corporation (CAPCO), an affiliate of the Manager. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. Subject to availability, the Fund may borrow from CAPCO an amount up to 5% of the Fund's total assets at an interest rate based on the London Interbank Offered Rate (LIBOR). The USAA Funds that are party to the loan agreement are assessed facility fees by CAPCO in the amount of 9.0 basis points of the amount of the committed loan agreement. Prior to September 30, 2015, the maximum annual facility fee was 7.0 basis points of the amount of the committed loan agreement. The facility fees are allocated among the USAA Funds based on their respective average net assets for the period. The USAA Funds may request an optional increase of the committed loan agreement up to $750 million. If the USAA Funds increase the committed loan agreement above the $500 million, the assessed facility fee by CAPCO will be increased to 10.0 basis points. For the six-month period ended November 30, 2015, the Fund paid CAPCO facility fees of $6,000, which represents 3.4% 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, 2015. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 67 ================================================================================ (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, 2016, in accordance with applicable tax law. Distributions of net investment income and realized gains from security transactions not offset by capital losses are made annually in the succeeding fiscal year or as otherwise required to avoid the payment of federal taxes. At May 31, 2015, the Fund had pre-enactment capital loss carryforwards of $14,716,000, 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, 2015, 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 the Fund's 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, 2015, were $821,658,000 and $845,959,000, respectively. As of November 30, 2015, 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, 2015, were $175,681,000 and $133,791,000, respectively, resulting in net unrealized appreciation of $41,890,000. ================================================================================ 68 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ For the six-month period ended November 30, 2015, transactions in written call and put options* were as follows: PREMIUMS NUMBER OF RECEIVED CONTRACTS (000'S) ----------------------- Outstanding at May 31, 2015 600 $1,154 Options written - - Options terminated in closing purchase transactions (300) (720) Options expired (300) (434) ----------------------- Outstanding at November 30, 2015 - $- ======================= * 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 a portion of the Fund's assets, subject to the authority of and supervision by the Board. The Manager is also authorized to select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a portion of the Fund's assets. The Manager monitors each subadviser's performance through quantitative and qualitative analysis, and periodically recommends to the Board as to whether each subadviser's agreement should be renewed, terminated, or modified. The Manager is also responsible for allocating assets to the subadviser(s). The allocation for each subadviser can range from 0% to 100% of the Fund's assets, and the Manager can change the allocations without shareholder approval. The investment management fee for the Fund is comprised of a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.70% of the Fund's average net ================================================================================ NOTES TO FINANCIAL STATEMENTS | 69 ================================================================================ assets. Prior to October 1, 2015, the base investment management fee was 0.75% of the Fund's average net assets. The performance adjustment is calculated monthly by comparing the Fund's performance over the performance period to that of the Lipper Index. The Lipper Index tracks the total return performance of the 30 largest funds within a category consisting of funds that allocate their investments across various asset classes, including both domestic and foreign stocks, bonds, and money market instruments with a focus on total return, and which have at least 25% of their portfolio invested in securities traded outside of the United States. The following table is utilized to determine the extent of the performance adjustment: OVER/UNDER PERFORMANCE RELATIVE TO INDEX ANNUAL ADJUSTMENT RATE (IN BASIS POINTS)(1) (IN BASIS POINTS)(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 Index over that period, even if the Fund had overall negative returns during the performance period. For the six-month period ended November 30, 2015, the Fund incurred total management fees, paid or payable to the Manager, of $8,720,000, which included a (0.01%) performance adjustment of $(81,000). ================================================================================ 70 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ B. SUBADVISORY ARRANGEMENT(S) - The Manager entered into an Investment Subadvisory Agreement with Quantitative Management Associates, LLC (QMA), under which QMA directs the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by the Manager). The Manager (not the Fund) pays QMA a subadvisory fee in the annual amount of 0.25% of the portion of the Fund's average net assets that QMA manages. For the six-month period ended November 30, 2015, the Manager incurred subadvisory fees with respect to the Fund, paid or payable to QMA, of $351,000. C. ADMINISTRATION AND SERVICING FEES - The Manager provides certain administration and servicing functions for the Fund. For such services, the Manager receives a fee accrued daily and paid monthly at an annualized rate of 0.15% of the Fund's average net assets. For the six-month period ended November 30, 2015, the Fund incurred administration and servicing fees, paid or payable to the Manager, of $1,799,000. In addition to the services provided under its Administration and Servicing Agreement with the Fund, the Manager also provides certain compliance and legal services for the benefit of the Fund. The Board has approved the reimbursement of a portion of these expenses incurred by the Manager. For the six-month period ended November 30, 2015, the Fund reimbursed the Manager $30,000 for these compliance and legal services. These expenses are included in the professional fees on the Fund's Statement of Operations. 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, 2015, the Fund incurred transfer agent's fees, paid or payable to SAS, of $2,552,000. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 71 ================================================================================ 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 The Manager is indirectly wholly owned by United Services Automobile Association (USAA), a large, diversified financial services institution. Certain trustees and officers of the Fund are also directors, officers, and/or employees of the Manager. None of the affiliated trustees or Fund officers received any compensation from the Fund. (7) SECURITY TRANSACTIONS WITH AFFILIATED FUNDS During the six-month period ended November 30, 2015, 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/(LOSS) TO SELLER PURCHASER PURCHASER SELLER -------------------------------------------------------------------------------- USAA Cornerstone Moderately USAA Short-Term Aggressive Bond $20,356,000 $(15,000) ================================================================================ 72 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ (8) FINANCIAL HIGHLIGHTS Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, --------------------------------------------------------------------------------- 2015 2015 2014 2013 2012 2011 --------------------------------------------------------------------------------- Net asset value at beginning of period $ 26.27 $ 26.02 $ 24.17 $ 21.48 $ 24.05 $ 20.43 --------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income .29 .56 .62 .61 .65 .57 Net realized and unrealized gain (loss) (1.68) .33 1.83 2.69 (2.58) 3.67(a) --------------------------------------------------------------------------------- Total from investment operations (1.39) .89 2.45 3.30 (1.93) 4.24 --------------------------------------------------------------------------------- Less distributions from: Net investment income - (.64) (.60) (.61) (.64) (.62) --------------------------------------------------------------------------------- Net asset value at end of period $ 24.88 $ 26.27 $ 26.02 $ 24.17 $ 21.48 $ 24.05 ================================================================================= Total return (%)* (5.29) 3.47 10.24 15.49 (7.96) 20.93(a) Net assets at end of period (000) $2,343,080 $2,526,548 $2,491,487 $2,294,760 $2,030,805 $2,294,249 Ratios to average net assets:** Expenses (%)(b) 1.14(d) 1.16 1.18(c) 1.22 1.27 1.25(c) Expenses, excluding reimbursements (%)(b) 1.14(d) 1.16 1.18 1.22 1.27 1.27 Net investment income (%) 2.27(d) 2.14 2.46 2.54 2.87 2.51 Portfolio turnover (%) 35 62 57 81 77(e) 117 * 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, 2015, average net assets were $2,397,172,000. (a) During the year ended May 31, 2011, the Manager reimbursed the Fund $10,000 for a loss incurred from the disposal of an investment in error. The effect of this reimbursement of the Fund's net realized loss and total return was less than $0.01/0.01% per share. (b) Reflects total annual operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (.00%)(+) (.00%)(+) (+) Represents less than 0.01% of average net assets. (c) Prior to October 1, 2013, the Manager voluntarily agreed to limit the annual expenses of the Fund to 1.28% of the Fund's average net assets. Prior to October 1, 2010, the voluntary expense limit was 1.19%. (d) Annualized. The ratio is not necessarily indicative of 12 months of operations. (e) Trading activity due to changes in subadviser(s) and asset allocation strategies. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 73 ================================================================================ EXPENSE EXAMPLE November 30, 2015 (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, 2015, through November 30, 2015. 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 ================================================================================ 74 | USAA CORNERSTONE MODERATELY AGGRESSIVE FUND ================================================================================ compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any direct costs, such as wire fees, redemption fees, or low balance fees. Therefore, the line labeled "hypothetical" in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these direct costs were included, your costs would have been higher. EXPENSES PAID BEGINNING ENDING DURING PERIOD* ACCOUNT VALUE ACCOUNT VALUE JUNE 1, 2015 - JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 ----------------------------------------------------------- Actual $1,000.00 $ 947.10** $5.55** Hypothetical (5% return before expenses) 1,000.00 1,019.30** 5.76** *Expenses are equal to the Fund's annualized expense ratio of 1.14%, which is net of any reimbursements and expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/366 days (to reflect the one-half-year period). The Fund's actual ending account value is based on its actual total return of (5.29)% for the six-month period of June 1, 2015, through November 30, 2015. **The Fund's annualized expense ratio of 1.14% above reflects a change effective October 1, 2015. The Manager's management fee changed from 0.75% to 0.70% of the Fund's average net assets. The effect of the management fee change on the Fund's total return was 0.01%. Had the expense limitation ratio of 0.70% been in effect for the entire six-month period of June 1, 2015, through November 30, 2015, the Funds' expense ratio would have been 1.09% and the values in the table above would be as shown below. EXPENSES PAID BEGINNING ENDING DURING PERIOD ACCOUNT VALUE ACCOUNT VALUE JUNE 1, 2015 - JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 ---------------------------------------------------------- Actual $1,000.00 $ 947.50 $5.31 Hypothetical (5% return before expenses) 1,000.00 1,019.55 5.50 ================================================================================ EXPENSE EXAMPLE | 75 ================================================================================ 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 1700 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) (210) 531-8722 -------------------------------------------------------------------------------- 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) or (210) 531-8722; (ii) at USAA.COM; and (iii) in summary within the Statement of Additional Information on the SEC's website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's website at HTTP://WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling (800) 531-USAA (8722) or (210) 531-8722; (ii) at USAA.COM; and (iii) on the SEC's website at HTTP://WWW.SEC.GOV. These Forms N-Q also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. ================================================================================ -------------- USAA PRSRT STD 9800 Fredericksburg Road U.S. Postage San Antonio, TX 78288 PAID USAA -------------- >> SAVE PAPER AND FUND COSTS Under MY PROFILE on USAA.COM select MANAGE PREFERENCES Set your DOCUMENT PREFERENCES to USAA DOCUMENTS ONLINE. [LOGO OF USAA] USAA We know what it means to serve.(R) ============================================================================= 27800-0116 (C)2016, USAA. All rights reserved. [LOGO OF USAA] USAA(R) [GRAPHIC OF USAA CORNERSTONE MODERATELY CONSERVATIVE FUND] ============================================================== SEMIANNUAL REPORT USAA CORNERSTONE MODERATELY CONSERVATIVE FUND NOVEMBER 30, 2015 ============================================================== ================================================================================ ================================================================================ PRESIDENT'S MESSAGE "A NEW YEAR IS A GREAT TIME TO REEVALUATE YOUR INVESTMENT PLAN TO HELP ENSURE YOU ARE STAYING [PHOTO OF BROOKS ENGLEHARDT] ON TRACK TOWARD YOUR FINANCIAL GOALS." -------------------------------------------------------------------------------- JANUARY 2016 The financial markets were volatile during the reporting period ended November 30, 2015, but U.S. stocks, the broad U.S. fixed-income market, and longer-term U.S. Treasury securities had experienced minimal change when the reporting period came to an end. Emerging markets stocks, in contrast, generally suffered losses, while stocks in non-U.S. developed markets also declined, though to a lesser extent. When the reporting period began in June 2015, Greece was once again in the headlines, as the country's debt problems reemerged and investors speculated about the future of the European Union. During July 2015, market turbulence increased. Worries about China's slow economic growth triggered a steep decline in the Chinese equity market, with many other emerging stock markets falling in a similar fashion. In response, the Chinese authorities surprised many investors by devaluing its currency, which added to investors' existing concerns about the health of the global economy. The result was a broad sell-off in riskier asset classes and a flight to the perceived safety of U.S. Treasury securities. Meanwhile, a divergence in global economic growth was reflected in the monetary policies being pursued by the world's central banks. Persistent economic weakness outside the United States led many central banks to cut interest rates and boost quantitative easing, resulting in low--and even negative--global interest rates. At the same time, the U.S. economy continued to grow, albeit slowly, and the Federal Reserve (the Fed) strongly signaled that it would begin to raise interest rates for the first time in seven years. As a result, shorter-term U.S. Treasury yields rose during the reporting period, while longer-term U.S. Treasury yields edged up slightly. On December 16, 2015, the Fed raised the target range for the federal funds rate from 0.25% to 0.50%. At USAA Investments, we believe it is less important when the first interest rate increase occurs than how quickly the Fed affects interest rates. We have long believed Fed policymakers are unlikely to raise interest rates rapidly because they will not want to jeopardize the U.S. economy. In addition, there appears to be no pressing reason, such as a higher rate of inflation, for them ================================================================================ ================================================================================ to do so. Therefore, the modest interest rate increase in December 2015 is consistent with our outlook. Also of note during the reporting period was the steady decline in commodities prices. What caused the drop in oil, natural gas, coal, and industrial metals prices? In our opinion, there was no single reason. Certainly, the divergence in global economic growth and central bank monetary policy created uncertainty in the world's commodities markets. But softening global demand and, in the case of energy, an increase in supply were also key factors. In addition, commodities are generally priced in U.S. dollars and the appreciation of the U.S. dollar during the reporting period dampened prices. A new year is a great time to reevaluate your investment plan to help ensure you are staying on track toward your financial goals. Investors also may want to consider making a 2016 IRA contribution. The sooner investors invest their money, the sooner it can start working for them. For assistance, please feel free to give our financial advisors a call. Looking ahead, we expect to see continued volatility--at least in the near term--in the financial markets. It's been several years since we've seen this kind of market turbulence, so the events of the reporting period are a helpful reminder that volatility is to be expected from time to time and is normal market behavior. Long-term investors should strive to make decisions based on their long-term objectives, time horizon, and risk tolerance, rather than in response to market turmoil. On behalf of all of us at USAA Investments, we wish you a happy, healthy, and prosperous year in 2016. Thank you for your continued investment in our family of mutual funds. Sincerely, /S/ BROOKS ENGLEHARDT Brooks Englehardt President USAA Investments PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. o As interest rates rise, bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. o Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. o Investments provided by USAA Investment Management Company and USAA Financial Advisors Inc., both registered broker dealers, and affiliates. ================================================================================ ================================================================================ TABLE OF CONTENTS -------------------------------------------------------------------------------- FUND OBJECTIVE 1 MANAGERS' COMMENTARY 2 INVESTMENT OVERVIEW 6 FINANCIAL INFORMATION Portfolio of Investments 11 Notes to Portfolio of Investments 28 Financial Statements 32 Notes to Financial Statements 35 EXPENSE EXAMPLE 49 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)2016, USAA. All rights reserved. 200994-0116 ================================================================================ ================================================================================ FUND OBJECTIVE THE USAA CORNERSTONE MODERATELY CONSERVATIVE FUND (THE FUND) SEEKS CURRENT INCOME WITH A SECONDARY FOCUS ON CAPITAL APPRECIATION. -------------------------------------------------------------------------------- TYPES OF INVESTMENTS The Fund invests in equity securities, bonds, and money market instruments. The Fund will have a target asset class allocation of approximately 40% equity securities and 60% 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 securities issued by domestic or foreign companies. The Fund also may invest in fixed-income securities that are investment grade and below investment grade. The Fund also may use alternative investment strategies, such as investments in real estate investment trusts and precious metals and minerals companies, and other instruments, including futures and options, from time to time in an attempt to reduce its volatility over time and to enhance the Fund's return and diversification. IRA DISTRIBUTION WITHHOLDING DISCLOSURE We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state's set rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election or change or revoke a prior withholding election, call (800) 531-USAA (8722) or (210) 531-8722. If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. ================================================================================ FUND OBJECTIVE | 1 ================================================================================ MANAGERS' COMMENTARY ON THE FUND USAA Asset Management Company JOHN P. TOOHEY, CFA ARNOLD J. ESPE, CFA WASIF A. LATIF DAN DENBOW, CFA -------------------------------------------------------------------------------- o HOW DID THE GLOBAL FINANCIAL MARKETS PERFORM DURING THE REPORTING PERIOD? The reporting period ended November 30, 2015, proved to be a challenging time for the world financial markets, as concerns about slow global growth, China's currency devaluation, and the potential for an interest rate increase by the Federal Reserve (the Fed) combined to weigh upon investor sentiment. U.S. equities finished the reporting period with a negative return, but they generated returns above those of the international markets. The U.S. economy appeared to be on track to deliver growth of approximately 2% in the second half of 2015 amid strength in the housing market, employment, and consumer spending. While low compared to historical standards, this rate is nonetheless higher than to the majority of the world's developed economies - a positive for U.S. stocks' relative performance during the reporting period. Within the domestic market, small-cap stocks generally underperformed large-cap stocks as investors appear averse to risk. Developed market international stocks finished with a loss and underperformed U.S. equities which was likely due to mounting concerns about slowing economic growth in both Europe and Japan. In addition, the weakness in foreign currencies relative to the U.S. dollar translated to lower total returns for U.S.-based investors. Emerging market stocks also generally finished the reporting period with a loss. Falling commodity prices, together with China's move toward a consumer-led economy from one driven primarily by fixed-asset investment, likely led to slower growth in the many exporting economies within the asset class. In addition, currency weakness compelled many central banks to raise ================================================================================ 2 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ interest rates even as growth slowed. Together, these factors caused the emerging markets to close the reporting period near the low end of their range for the past five years. The impact of weaker commodity prices was not limited to the emerging markets. Stocks in the gold-mining sector fell sharply as well, reflecting the effect of falling gold prices on their profit outlook. In the investment-grade bond market, U.S. Treasuries finished relatively flat. While investors remained on edge about the possibility of the Fed increasing interest rates, bonds gained a degree of support from the backdrop of below-trend growth and low inflation. Investment-grade corporate debt lagged, due largely to an increase in new-issue supply. High-yield bonds underperformed the investment-grade market by a considerable margin, as the weakness in commodity prices pressured the credit outlook for the many energy and mining issuers within the asset class. o HOW DID THE USAA CORNERSTONE MODERATELY CONSERVATIVE FUND (THE FUND) PERFORM DURING THE REPORTING PERIOD? For the reporting period ended November 30, 2015, the Fund had a total return of -4.39%. This compares to returns of -5.43% for the MSCI All-Country World Index, -0.49% for the Barclays U.S. Universal Index* and -2.11% for the Cornerstone Moderately Conservative Composite Index. USAA Asset Management Company (the Manager) is the Fund's investment adviser. The investment adviser provides day-to-day discretionary management for the Fund's assets. o PLEASE DISCUSS THE FACTORS THAT HELPED AND HURT PERFORMANCE. The Fund employs a diversified, long-term approach that favors undervalued market segments and avoids those that appear more richly Refer to page 8 for benchmark definitions. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. *As of October 1, 2015, the Barclays U.S. Universal replaced the MSCI All-Country World Index as it more closely represents the securities held by the Fund. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 3 ================================================================================ priced. While this strategy led to underperformance during the reporting period, we remain confident in the Fund's overall positioning. The Fund's overweight position in the developed international markets was the primary factor affecting relative performance during a time in which U.S. equities delivered superior returns. Nevertheless, we retain this positioning for the Fund on the belief that the foreign markets offer both attractive relative valuations and the potential for improving corporate earnings. In addition, we believe international equities can benefit from accommodative monetary policies of the central banks in Europe and Japan relative to the Fed's current monetary policy. The Fund's allocation to the emerging markets also pressured results given the substantial underperformance of this market segment. Although we decreased the Fund's emerging markets positions during the course of the reporting period in order to manage risk, we maintained an allocation to emerging markets for the Fund on the belief that emerging-market stocks continue to offer superior long-term return potential relative to developed markets. The Fund's U.S. equity portfolio lost ground in the aggregate, but it outpaced the other allocations within the Fund. We continue to invest the Fund's domestic equity portfolio in large-cap stocks based on our belief that they offer attractive valuations relative to their mid- and small-cap counterparts. This aspect of our positioning for the Fund contributed to its performance during the reporting period, illustrating the potential benefits of our value-oriented approach. The Fund's investment-grade bond portfolio also decreased in value, but it provided both income and a measure of stability to the Fund's performance. At a time in which investors seemed to avoid bond market segments with the highest sensitivity to the growth outlook, the Fund's positions in high-yield and lower-rated investment-grade corporate bonds detracted from its performance. We would note, however, that the Fund's allocation to these credit sectors has had a substantial positive impact on the bond portfolio's longer-term results. We offset some of the shortfall in the credit sectors through the Fund's allocation to longer maturity U.S. Treasuries, which finished the reporting period with a gain. We added this position earlier in the year as a "hedge" against market volatility, a move that proved well-timed given the subsequent underperformance of the credit-sensitive areas of the market. ================================================================================ 4 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ The Fund's commodities exposure, which is achieved through investments in a basket of exchange-traded funds (ETFs), natural resources companies and gold stocks detracted from the Fund's performance. Although commodity prices fell during the reporting period, we believe this asset class remains essential to diversification because of its potential to offset the potential long-term impact of inflation. The market backdrop remains uncertain as we move toward 2016, with the Fed's monetary policy, China's growth outlook, and geopolitical headlines all representing factors that are affecting investor sentiment. In this environment, our approach is to remain focused on identifying asset classes that have the potential to offer value. The reason for this is simple: valuation is one of the strongest indicators of longer-term returns. While a value-driven approach may not always work for a quarter-to-quarter basis, we measure success in years, not months. With this as background, we believe the Fund will be better served by a continued emphasis on diversification and a preference for market segments with attractive valuations. Thank you for your investment in the Fund. Asset Allocation funds may be invested in, among other things: (1) exchange-traded funds; (2) futures, options, and other derivatives; (3) non-investment grade securities; (4) precious metals and minerals companies; (5) real estate investment trusts; (6) money market instruments; (7) foreign and emerging markets. These types of investments and asset classes may be more volatile and prone to experience significant loss than others. In addition, its is possible that a particular asset allocation used by the Manager may not produce the intended result. 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 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. o Exchange Traded Funds (ETFs) are subject to risks similar to those of stocks. Investment returns may fluctuate and are subject to market volatility, so that an investor's shares, when redeemed or sold, may be worth more or less than their original cost. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 5 ================================================================================ INVESTMENT OVERVIEW USAA CORNERSTONE MODERATELY CONSERVATIVE FUND (THE FUND) (Ticker Symbol: UCMCX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $198.8 Million $204.5 Million Net Asset Value Per Share $10.80 $11.42 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15 - 11/30/15* 1 YEAR SINCE INCEPTION 6/8/12 -4.39% -3.00% 5.25% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR SINCE INCEPTION 6/8/12 -4.02% 4.59% -------------------------------------------------------------------------------- EXPENSE RATIOS AS OF 5/31/15 ** -------------------------------------------------------------------------------- BEFORE REIMBURSEMENT 1.13% AFTER REIMBURSEMENT 0.98% (Includes acquired fund fees and expenses of 0.08%) THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratios represent the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and are calculated as a percentage of average net assets. USAA Asset Management Company (the Manager) has agreed, through October 1, 2016, to make payments or waive management, administration, and other fees to limit the expenses of the Fund so that the total annual operating expenses (exclusive of commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 0.90% 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, 2016. If the total annual operating expense ratio of the Fund is lower than 0.90%, the Fund will operate at the lower expense ratio. 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. ================================================================================ 6 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] CORNERSTONE MODERATELY USAA CORNERSTONE MSCI ALL-COUNTRY CONSERVATIVE MODERATELY BARCLAYS U.S. WORLD INDEX COMPOSITE INDEX CONSERVATIVE FUND UNIVERSAL INDEX* 05/31/12 $10,000.00 $10,000.00 $10,000.00 $10,000.00 06/30/12 10,493.89 10,200.03 10,170.27 10,025.20 07/31/12 10,637.55 10,341.82 10,310.69 10,174.72 08/31/12 10,868.84 10,449.23 10,461.13 10,196.08 09/30/12 11,211.17 10,589.56 10,622.61 10,225.98 10/31/12 11,136.45 10,567.13 10,693.23 10,258.45 11/30/12 11,278.85 10,627.87 10,753.76 10,283.01 12/31/12 11,534.33 10,715.94 10,886.65 10,284.93 01/31/13 12,065.70 10,890.90 11,069.61 10,231.32 02/28/13 12,063.82 10,935.85 11,089.94 10,280.45 03/31/13 12,281.81 11,051.03 11,199.73 10,292.62 04/30/13 12,635.33 11,228.00 11,363.08 10,405.61 05/31/13 12,600.66 11,129.80 11,291.61 10,229.19 06/30/13 12,232.36 10,902.56 11,033.78 10,049.13 07/31/13 12,817.95 11,134.97 11,238.87 10,081.81 08/31/13 12,550.90 11,000.41 11,105.56 10,024.35 09/30/13 13,199.17 11,274.70 11,286.61 10,124.10 10/31/13 13,729.68 11,514.19 11,555.09 10,224.27 11/30/13 13,924.12 11,563.91 11,617.05 10,191.17 12/31/13 14,164.33 11,623.95 11,700.25 10,146.53 01/31/14 13,597.75 11,559.83 11,595.03 10,281.09 02/28/14 14,254.63 11,834.59 11,868.59 10,354.35 03/31/14 14,318.01 11,847.80 11,919.18 10,344.74 04/30/14 14,454.31 11,935.29 12,024.94 10,430.39 05/31/14 14,761.74 12,112.38 12,183.58 10,555.98 06/30/14 15,039.67 12,228.69 12,326.68 10,572.00 07/31/14 14,857.12 12,125.69 12,230.79 10,539.11 08/31/14 15,185.29 12,331.36 12,379.95 10,653.38 09/30/14 14,693.04 12,108.61 12,157.78 10,568.80 10/31/14 14,796.48 12,243.23 12,221.99 10,672.39 11/30/14 15,043.98 12,357.12 12,318.31 10,729.00 12/31/14 14,753.68 12,274.19 12,228.23 10,710.63 01/31/15 14,523.01 12,332.64 12,293.57 10,914.39 02/28/15 15,331.53 12,555.60 12,467.79 10,850.74 03/31/15 15,093.98 12,521.51 12,398.94 10,895.60 04/30/15 15,531.92 12,625.45 12,486.49 10,883.00 05/31/15 15,511.65 12,626.20 12,497.43 10,863.99 06/30/15 15,146.48 12,440.18 12,267.97 10,742.67 07/31/15 15,278.01 12,513.54 12,301.01 10,805.25 08/31/15 14,230.69 12,171.11 11,893.54 10,773.42 09/30/15 13,715.12 12,036.08 11,705.97 10,815.50 10/31/15 14,791.55 12,414.24 12,048.96 10,850.10 11/30/15 14,669.41 12,359.73 11,949.38 10,810.59 [END CHART] Data from 5/31/12 through 11/30/15.** 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. *As of October 1, 2015, the Barclays U.S. Universal Index replaced the MSCI All-Country World Index as it more closely represents the securities held by the Fund. **The performance of the MSCI All-Country World Index, Barclays U.S. Universal Index and the Cornerstone Moderately Conservative Composite Index is calculated from the end of the month, May 31, 2012, while the inception date of the Cornerstone Moderately Conservative Fund is June 8, 2012. There may be a slight variation of the performance numbers because of this difference. ================================================================================ INVESTMENT OVERVIEW | 7 ================================================================================ The graph on page 7 illustrates the comparison of a $10,000 hypothetical investment in the USAA Cornerstone Moderately Conservative Fund to the benchmarks listed below. The Manager has developed the Cornerstone Moderately Conservative Composite Index, which is used to measure the Fund's performance. The custom benchmark was created by the Manager to show how the Fund's performance compares with the returns of an index or indexes with similar asset allocations. o The unmanaged MSCI All-Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. o The Cornerstone Moderately Conservative Composite Index is a combination of unmanaged indexes representing the Fund's model allocation, and consists of the MSCI USA Investable Market Index (IMI) (23%), the MSCI ACWI ex USA IMI (15%), the Barclays U.S. Universal Index (58%), the Bloomberg Commodity Index Total Return (1%), the MSCI U.S. Real Estate Investment Trust (REIT) Index (1%), and the Barclays U.S. Treasury - Bills (1-3M) (2%). o The Barclays U.S. Universal Index is an index that represents the union of the U.S. Aggregate Index, U.S. Corporate High-Yield, Investment Grade 144A Index, Eurodollar Index, U.S. Emerging Markets Index, and the non-ERISA eligible portion of the CMBS Index. The index covers USD denominated, taxable bonds that are rated either investment-grade or below investment-grade. ================================================================================ 8 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ TOP 10 HOLDINGS* - 11/30/15 (% of Net Assets) U.S. Treasury Bond, 3.13%, 8/15/2044 ................................ 5.2% iShares Core MSCI EAFE ETF** ........................................ 5.2% iShares Core S&P 500 ETF** .......................................... 2.8% iShares 7-10 Year Treasury Bond ETF** ............................... 2.4% iShares MSCI EAFE ETF** ............................................. 2.1% Vanguard Small-Cap Value ETF** ...................................... 1.6% U.S. Treasury Bond, 3.15%, 8/15/2044 (STRIPS Principal) ...................................... 1.6% iShares Core MSCI Emerging Markets ETF** ............................ 1.5% U.S. Treasury Bond, 3.00%, 5/15/2045 ................................ 1.5% U.S. Treasury Bond, 3.00%, 11/15/2044 ............................... 1.5% *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 11-27. ================================================================================ INVESTMENT OVERVIEW | 9 ================================================================================ o ASSET ALLOCATION - 11/30/15 o [PIE CHART OF ASSET ALLOCATION] U.S. EQUITY SECURITIES* 30.4% INTERNATIONAL EQUITY SECURITIES* 17.2% CORPORATE OBLIGATIONS 16.9% CONVERTIBLE SECURITIES 0.3% COMMERCIAL MORTGAGE SECURITIES 7.1% U.S. GOVERNMENT AGENCY ISSUES 0.5% U.S. TREASURY SECURITIES 15.5% EURODOLLAR AND YANKEE OBLIGATIONS 6.0% MONEY MARKET INSTRUMENTS 4.5% GLOBAL REAL ESTATE EQUITY SECURITIES 1.0% PRECIOUS METALS AND COMMODITY-RELATED SECURITIES 0.3% COLLATERALIZED MORTGAGE OBLIGATIONS 0.5% [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. ================================================================================ 10 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- U.S. EQUITY SECURITIES (30.4%) COMMON STOCKS (15.2%) CONSUMER DISCRETIONARY (2.3%) ----------------------------- ADVERTISING (0.3%) 6,900 Omnicom Group, Inc. $ 510 ---------- APPAREL RETAIL (0.2%) 5,900 TJX Companies, Inc. 417 ---------- AUTO PARTS & EQUIPMENT (0.4%) 7,200 BorgWarner, Inc. 308 6,000 Johnson Controls, Inc. 276 5,900 Magna International, Inc. 268 ---------- 852 ---------- AUTOMOBILE MANUFACTURERS (0.1%) 17,300 Ford Motor Co. 248 ---------- BROADCASTING (0.2%) 8,700 CBS Corp. "B" 439 ---------- GENERAL MERCHANDISE STORES (0.2%) 6,900 Dollar General Corp. 451 ---------- HOME IMPROVEMENT RETAIL (0.0%) 700 Home Depot, Inc. 94 ---------- HOTELS, RESORTS & CRUISE LINES (0.7%) 8,900 Carnival Corp. 450 3,000 Hilton Worldwide Holdings, Inc. 69 14,900 Norwegian Cruise Line Holdings Ltd.* 856 ---------- 1,375 ---------- INTERNET RETAIL (0.1%) 1,100 Expedia, Inc. 135 ---------- SPECIALIZED CONSUMER SERVICES (0.1%) 3,700 H&R Block, Inc. 136 ---------- Total Consumer Discretionary 4,657 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 11 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- CONSUMER STAPLES (0.8%) ----------------------- DRUG RETAIL (0.4%) 3,550 CVS Health Corp. $ 334 4,400 Walgreens Boots Alliance, Inc. 370 ---------- 704 ---------- FOOD RETAIL (0.1%) 6,800 Kroger Co. 256 ---------- HOUSEHOLD PRODUCTS (0.1%) 3,600 Procter & Gamble Co. 269 ---------- SOFT DRINKS (0.2%) 3,300 PepsiCo, Inc. 331 ---------- Total Consumer Staples 1,560 ---------- ENERGY (1.1%) ------------- INTEGRATED OIL & GAS (0.5%) 3,050 Chevron Corp. 278 10,010 Occidental Petroleum Corp. 757 ---------- 1,035 ---------- OIL & GAS EQUIPMENT & SERVICES (0.2%) 3,450 Halliburton Co. 137 2,600 Schlumberger Ltd. 201 ---------- 338 ---------- OIL & GAS EXPLORATION & PRODUCTION (0.4%) 3,300 Anadarko Petroleum Corp. 198 3,524 California Resources Corp. 14 900 Cimarex Energy Co. 107 4,700 ConocoPhillips 254 1,500 EOG Resources, Inc. 125 3,800 Marathon Oil Corp. 67 ---------- 765 ---------- Total Energy 2,138 ---------- FINANCIALS (2.5%) ----------------- ASSET MANAGEMENT & CUSTODY BANKS (0.1%) 1,900 Ameriprise Financial, Inc. 215 2,100 Bank of New York Mellon Corp. 92 ---------- 307 ---------- CONSUMER FINANCE (0.4%) 7,720 Capital One Financial Corp. 606 5,577 Synchrony Financial* 177 ---------- 783 ---------- ================================================================================ 12 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- DIVERSIFIED BANKS (1.3%) 67,700 Bank of America Corp. $ 1,180 12,710 Citigroup, Inc. 688 10,530 JPMorgan Chase & Co. 702 2,450 Wells Fargo & Co. 135 ---------- 2,705 ---------- LIFE & HEALTH INSURANCE (0.1%) 2,800 MetLife, Inc. 143 ---------- REGIONAL BANKS (0.6%) 22,000 Fifth Third Bancorp 455 46,800 KeyCorp 614 800 PNC Financial Services Group, Inc. 76 ---------- 1,145 ---------- Total Financials 5,083 ---------- HEALTH CARE (2.8%) ------------------ BIOTECHNOLOGY (1.0%) 16,700 AbbVie, Inc. 971 1,900 Amgen, Inc. 306 7,550 Gilead Sciences, Inc. 800 ---------- 2,077 ---------- HEALTH CARE DISTRIBUTORS (0.2%) 1,390 Cardinal Health, Inc. 121 900 McKesson Corp. 170 ---------- 291 ---------- HEALTH CARE EQUIPMENT (0.5%) 11,100 Hologic, Inc.* 448 7,200 Medtronic plc 542 ---------- 990 ---------- MANAGED HEALTH CARE (0.1%) 1,300 UnitedHealth Group, Inc. 147 ---------- PHARMACEUTICALS (1.0%) 1,100 Allergan plc* 345 3,600 Johnson & Johnson 364 9,800 Merck & Co., Inc. 520 24,553 Pfizer, Inc. 805 ---------- 2,034 ---------- Total Health Care 5,539 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 13 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- INDUSTRIALS (1.6%) ------------------ AEROSPACE & DEFENSE (0.3%) 3,100 Honeywell International, Inc. $ 322 900 Raytheon Co. 112 800 TransDigm Group, Inc.* 188 ---------- 622 ---------- AIRLINES (0.2%) 5,000 Southwest Airlines Co. 229 4,700 United Continental Holdings, Inc.* 262 ---------- 491 ---------- ELECTRICAL COMPONENTS & EQUIPMENT (0.1%) 3,250 Eaton Corp. plc 189 ---------- INDUSTRIAL CONGLOMERATES (0.7%) 2,000 Carlisle Companies, Inc. 177 39,943 General Electric Co. 1,196 ---------- 1,373 ---------- INDUSTRIAL MACHINERY (0.3%) 4,700 Stanley Black & Decker, Inc. 513 ---------- Total Industrials 3,188 ---------- INFORMATION TECHNOLOGY (2.9%) ----------------------------- COMMUNICATIONS EQUIPMENT (0.5%) 34,563 Cisco Systems, Inc. 942 1,500 QUALCOMM, Inc. 73 ---------- 1,015 ---------- DATA PROCESSING & OUTSOURCED SERVICES (0.3%) 800 Alliance Data Systems Corp.* 230 3,200 MasterCard, Inc. "A" 313 900 Visa, Inc. "A" 71 ---------- 614 ---------- INTERNET SOFTWARE & SERVICES (0.6%) 1,130 Alphabet, Inc. "A"* 862 2,500 Facebook, Inc. "A"* 261 ---------- 1,123 ---------- SEMICONDUCTOR EQUIPMENT (0.1%) 6,100 Applied Materials, Inc. 115 ---------- SEMICONDUCTORS (0.1%) 2,100 Intel Corp. 73 5,400 Micron Technology, Inc.* 86 ---------- 159 ---------- ================================================================================ 14 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- SYSTEMS SOFTWARE (0.8%) 22,000 Microsoft Corp. $ 1,196 11,000 Oracle Corp. 428 ---------- 1,624 ---------- TECHNOLOGY HARDWARE, STORAGE, & PERIPHERALS (0.5%) 4,670 Apple, Inc. 552 23,100 HP, Inc. 290 2,100 Seagate Technology plc 75 2,300 Western Digital Corp. 144 ---------- 1,061 ---------- Total Information Technology 5,711 ---------- MATERIALS (0.5%) ---------------- COMMODITY CHEMICALS (0.1%) 1,200 LyondellBasell Industries N.V. "A" 115 ---------- DIVERSIFIED CHEMICALS (0.2%) 36,200 Huntsman Corp. 453 ---------- DIVERSIFIED METALS & MINING (0.1%) 29,400 Freeport-McMoRan, Inc. 240 ---------- PAPER PACKAGING (0.1%) 3,900 Bemis Co., Inc. 184 ---------- Total Materials 992 ---------- TELECOMMUNICATION SERVICES (0.3%) --------------------------------- INTEGRATED TELECOMMUNICATION SERVICES (0.3%) 11,651 Verizon Communications, Inc. 529 ---------- UTILITIES (0.4%) ---------------- ELECTRIC UTILITIES (0.4%) 3,500 American Electric Power Co., Inc. 196 7,700 Edison International 457 1,500 NextEra Energy, Inc. 150 ---------- 803 ---------- Total Utilities 803 ---------- Total Common Stocks (cost: $27,402) 30,200 ---------- PREFERRED STOCKS (2.5%) CONSUMER STAPLES (1.0%) ----------------------- AGRICULTURAL PRODUCTS (1.0%) 32,000 CHS, Inc., Series B, 7.88%, cumulative redeemable, perpetual 924 ================================================================================ PORTFOLIO OF INVESTMENTS | 15 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- 10,000 Dairy Farmers of America, Inc., 7.88%, cumulative redeemable, perpetual(a) $ 1,049 ---------- 1,973 ---------- Total Consumer Staples 1,973 ---------- ENERGY (0.6%) ------------- OIL & GAS EXPLORATION & PRODUCTION (0.2%) 1,120 Chesapeake Energy Corp., 5.75%, perpetual(a) 305 ---------- OIL & GAS STORAGE & TRANSPORTATION (0.4%) 300 Kinder Morgan G.P., Inc., 4.13%, cumulative redeemable(a) 280 23,078 NuStar Logistics, LP, 7.63% 578 ---------- 858 ---------- Total Energy 1,163 ---------- FINANCIALS (0.9%) ----------------- LIFE & HEALTH INSURANCE (0.4%) 27,414 Delphi Financial Group, Inc., 7.38%, cumulative redeemable 680 ---------- REGIONAL BANKS (0.5%) 1,035 M&T Bank Corp., 6.38%, cumulative redeemable, perpetual 1,072 ---------- Total Financials 1,752 ---------- Total Preferred Stocks (cost: $5,346) 4,888 ---------- EXCHANGE-TRADED FUNDS (7.7%) 26,400 iShares Core S&P 500 ETF 5,541 35,900 PowerShares DB Commodity Index Tracking Fund* 509 32,300 United States Commodity Index Fund* 1,307 17,300 Vanguard Mid-Cap ETF 2,145 12,630 Vanguard S&P 500 ETF 2,416 29,900 Vanguard Small-Cap Value ETF 3,129 3,410 Vanguard Total Stock Market ETF 365 ---------- Total Exchange-Traded Funds (cost: $15,491) 15,412 ---------- FIXED-INCOME EXCHANGE-TRADED FUNDS (5.0%) 18,520 iShares 20+ Year Treasury Bond ETF 2,249 45,500 iShares 7-10 Year Treasury Bond ETF 4,841 8,390 iShares Core U.S. Aggregate Bond ETF 913 9,100 iShares iBoxx High Yield Corporate Bond ETF 756 15,300 Vanguard Total Bond Market ETF 1,244 ---------- Total Fixed-Income Exchange-Traded Funds (cost: $9,992) 10,003 ---------- Total U.S. Equity Securities (cost: $58,231) 60,503 ---------- ================================================================================ 16 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- INTERNATIONAL EQUITY SECURITIES (17.2%) COMMON STOCKS (0.7%) ENERGY (0.3%) ------------- INTEGRATED OIL & GAS (0.3%) 10,500 Royal Dutch Shell plc ADR "A" $ 523 ---------- FINANCIALS (0.1%) ----------------- PROPERTY & CASUALTY INSURANCE (0.1%) 5,600 XL Group plc 214 ---------- HEALTH CARE (0.2%) ------------------ PHARMACEUTICALS (0.2%) 2,000 Novartis AG ADR 170 4,500 Roche Holdings Ltd. ADR 151 ---------- 321 ---------- Total Health Care 321 ---------- INFORMATION TECHNOLOGY (0.1%) ----------------------------- SEMICONDUCTORS (0.1%) 3,061 NXP Semiconductors N.V.* 286 ---------- Total Common Stocks (cost: $1,271) 1,344 ---------- EXCHANGE-TRADED FUNDS (16.5%) 8,349 EGShares Emerging Markets Consumer ETF 192 11,700 First Trust Global Tactical Commodity Strategy Fund* 243 185,265 iShares Core MSCI EAFE ETF 10,345 72,838 iShares Core MSCI Emerging Markets ETF 3,013 35,000 iShares Currency Hedged MSCI EAFE ETF 937 70,422 iShares MSCI EAFE ETF 4,271 16,400 iShares MSCI EAFE Minimum Volatility ETF 1,069 88,240 iShares MSCI Japan ETF 1,093 8,489 iShares MSCI Turkey ETF 325 7,200 PowerShares FTSE RAFI Developed Markets ex-U.S. Portfolio 272 39,500 PowerShares FTSE RAFI Emerging Markets Portfolio 588 36,400 Schwab Fundamental International Large Co. Index ETF 915 3,500 SPDR S&P China ETF 270 7,496 SPDR S&P Emerging Markets SmallCap ETF 292 5,310 Vanguard FTSE All-World ex-US ETF 238 73,000 Vanguard FTSE Developed Markets ETF 2,756 53,600 Vanguard FTSE Europe ETF 2,757 9,621 WisdomTree Emerging Markets High Dividend Fund(b) 323 5,259 WisdomTree Emerging Markets SmallCap Dividend Fund 190 ================================================================================ PORTFOLIO OF INVESTMENTS | 17 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- 13,000 WisdomTree Europe Hedged Equity Fund $ 818 29,552 WisdomTree India Earnings Fund 587 24,300 WisdomTree Japan Hedged Equity Fund 1,337 ---------- Total Exchange-Traded Funds (cost: $33,988) 32,831 ---------- Total International Equity Securities (cost: $35,259) 34,175 ---------- PRECIOUS METALS AND COMMODITY-RELATED SECURITIES (0.3%) GOLD (0.0%) NORTH AMERICAN GOLD COMPANIES (0.0%) 24,262 Hycroft Mining Corp., acquired 9/22/2014 - 6/09/2015; cost $850*(c),(d) 18 ---------- EXCHANGE-TRADED FUNDS (0.3%) 42,600 Market Vectors Gold Miners ETF (cost: $1,085) 586 ---------- Total Precious Metals and Commodity-Related Securities (cost: $1,935) 604 ---------- GLOBAL REAL ESTATE EQUITY SECURITIES (1.0%) PREFERRED STOCKS (0.3%) REITs - MORTGAGE (0.1%) 8,000 Arbor Realty Trust, Inc., 7.38% 198 ---------- REITs - Office (0.2%) 12,000 Equity Commonwealth, Series E, 7.25%, cumulative redeemable, perpetual 308 ---------- Total Preferred Stocks 506 ---------- EXCHANGE-TRADED FUNDS (0.7%) 16,860 Vanguard REIT ETF (cost: $1,284) 1,339 ---------- Total Global Real Estate Equity Securities (cost: $1,778) 1,845 ---------- -------------------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT COUPON (000) RATE MATURITY -------------------------------------------------------------------------------------------------------- BONDS (46.8%) CORPORATE OBLIGATIONS (16.9%) CONSUMER DISCRETIONARY (0.9%) ----------------------------- DEPARTMENT STORES (0.1%) $ 149 J.C. Penney Corp., Inc.(e) 6.00% 5/22/2018 148 ---------- PUBLISHING (0.1%) 145 Cengage Learning Acquisitions, Inc.(e) 7.00 3/31/2020 143 ---------- ================================================================================ 18 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- SPECIALTY STORES (0.7%) $ 200 Guitar Center, Inc.(a) 6.50% 4/15/2019 $ 183 1,100 Staples, Inc.(e),(f) 3.50 4/07/2021 1,088 150 Toys R Us Property Co. II, LLC 8.50 12/01/2017 142 ---------- 1,413 ---------- Total Consumer Discretionary 1,704 ---------- CONSUMER STAPLES (0.2%) ----------------------- PACKAGED FOODS & MEAT (0.2%) 500 J.M. Smucker Co. 4.38 3/15/2045 490 ---------- ENERGY (2.5%) ------------- OIL & GAS DRILLING (0.1%) 912 Schahin II Finance Co. SPV Ltd.(a),(g) 5.88 9/25/2023 196 ---------- OIL & GAS EXPLORATION & PRODUCTION (0.4%) 800 Newfield Exploration Co. 5.38 1/01/2026 734 ---------- OIL & GAS STORAGE & TRANSPORTATION (2.0%) 1,225 DCP Midstream, LLC(a) 5.85 5/21/2043 974 650 Enbridge Energy Partners, LP 7.38 10/15/2045 666 500 Enbridge Energy Partners, LP 8.05 10/01/2077 446 950 Energy Transfer Partners, LP 3.35(h) 11/01/2066 660 1,000 Enterprise Products Operating, LLC 7.00 6/01/2067 892 200 Martin Midstream Partners, LP 7.25 2/15/2021 191 200 Southern Union Co. 3.35(h) 11/01/2066 121 ---------- 3,950 ---------- Total Energy 4,880 ---------- FINANCIALS (8.4%) ----------------- ASSET MANAGEMENT & CUSTODY BANKS (0.4%) 900 Prospect Capital Corp. 5.00 7/15/2019 913 ---------- LIFE & HEALTH INSURANCE (2.0%) 1,100 Lincoln National Corp. 7.00(h) 5/17/2066 910 800 MetLife, Inc. 6.40 12/15/2066 883 1,000 Prudential Financial, Inc. 5.63 6/15/2043 1,042 1,350 StanCorp Financial Group, Inc. 6.90 6/01/2067 1,158 ---------- 3,993 ---------- MULTI-LINE INSURANCE (1.4%) 950 Genworth Holdings, Inc. 6.15 11/15/2066 366 1,500 Glen Meadow Pass-Through Trust(a) 6.51 2/12/2067 1,294 1,100 Nationwide Mutual Insurance Co.(a) 2.63(h) 12/15/2024 1,056 ---------- 2,716 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 19 ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- OTHER DIVERSIFIED FINANCIAL SERVICES (0.6%) $ 1,000 GE Capital Trust I 6.38% 11/15/2067 $ 1,067 150 General Electric Capital Corp. 6.38 11/15/2067 160 ---------- 1,227 ---------- PROPERTY & CASUALTY INSURANCE (2.5%) 1,000 Allstate Corp. 5.75 8/15/2053 1,037 1,000 AmTrust Financial Services, Inc. 6.13 8/15/2023 1,051 750 HSB Group, Inc.(d) 1.23(h) 7/15/2027 563 600 Ironshore Holdings, Inc.(a) 8.50 5/15/2020 695 1,450 Oil Insurance Ltd.(a) 3.31(h) -(i) 1,290 300 Progressive Corp. 6.70 6/15/2067 302 ---------- 4,938 ---------- REAL ESTATE DEVELOPMENT (0.1%) 200 Forestar USA Real Estate Group, Inc.(a) 8.50 6/01/2022 201 ---------- REGIONAL BANKS (1.2%) 400 Compass Bank 6.40 10/01/2017 425 100 Compass Bank 3.88 4/10/2025 93 1,000 Cullen/Frost Capital Trust II 1.87(h) 3/01/2034 888 100 First Maryland Capital Trust I 1.32(h) 1/15/2027 85 1,000 SunTrust Capital I 1.03(h) 5/15/2027 832 ---------- 2,323 ---------- THRIFTS & MORTGAGE FINANCE (0.2%) 200 Ocwen Financial Corp.(a) 7.13 5/15/2019 181 200 Walter Investment Management Corp. 7.88 12/15/2021 159 ---------- 340 ---------- Total Financials 16,651 ---------- HEALTH CARE (0.1%) ------------------ PHARMACEUTICALS (0.1%) 200 Valeant Pharmaceuticals International, Inc.(a) 6.38 10/15/2020 184 ---------- INDUSTRIALS (0.8%) ------------------ AEROSPACE & DEFENSE (0.6%) 1,150 Constellis Holdings, LLC & Constellis Finance Corp.(a) 9.75 5/15/2020 959 150 Moog, Inc.(a) 5.25 12/01/2022 153 ---------- 1,112 ---------- AIRLINES (0.1%) 224 Continental Airlines, Inc. Pass-Through Trust 6.25 10/11/2021 235 ---------- ELECTRICAL COMPONENTS & EQUIPMENT (0.0%) 100 Artesyn Embedded Technologies, Inc.(a) 9.75 10/15/2020 95 ---------- ================================================================================ 20 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- MARINE (0.1%) $ 200 Navios Maritime Holdings, Inc.(a) 7.38% 1/15/2022 $ 151 ---------- TRADING COMPANIES & DISTRIBUTORS (0.0%) 75 ILFC E-Capital Trust I(a) 4.57(h) 12/21/2065 71 ---------- Total Industrials 1,664 ---------- INFORMATION TECHNOLOGY (0.1%) ----------------------------- SYSTEMS SOFTWARE (0.1%) 150 Ensemble S Merger Sub, Inc.(a) 9.00 9/30/2023 150 150 Informatica, LLC(a) 7.13 7/15/2023 144 ---------- Total Systems Software 294 ---------- Total Information Technology 294 ---------- MATERIALS (0.4%) ---------------- DIVERSIFIED METALS & MINING (0.4%) 1,100 Freeport-McMoRan, Inc. 5.45 3/15/2043 696 ---------- Total Materials 696 ---------- TELECOMMUNICATION SERVICES (0.8%) --------------------------------- INTEGRATED TELECOMMUNICATION SERVICES (0.6%) 150 CenturyLink, Inc. 7.65 3/15/2042 121 1,050 Frontier Communications Corp.(a) 11.00 9/15/2025 1,032 100 GCI, Inc. 6.88 4/15/2025 104 ---------- Total Integrated Telecommunication Services 1,257 ---------- WIRELESS TELECOMMUNICATION SERVICES (0.2%) 550 Sprint Corp. 7.13 6/15/2024 424 ---------- Total Telecommunication Services 1,681 ---------- UTILITIES (2.7%) ---------------- ELECTRIC UTILITIES (0.8%) 600 NextEra Energy Capital Holdings, Inc. 6.35 10/01/2066 470 324 NextEra Energy Capital Holdings, Inc. 6.65 6/15/2067 260 300 NextEra Energy Capital Holdings, Inc. 7.30 9/01/2067 295 550 PPL Capital Funding, Inc. 6.70 3/30/2067 454 251 Texas Competitive Electric Holdings Co., LLC(e) 4.68 10/10/2017 86 ---------- 1,565 ---------- MULTI-UTILITIES (1.9%) 390 Dominion Resources, Inc. 7.50 6/30/2066 340 600 Dominion Resources, Inc. 2.63(h) 9/30/2066 471 1,100 Integrys Holding, Inc. 6.11 12/01/2066 888 ================================================================================ PORTFOLIO OF INVESTMENTS | 21 ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- $ 1,200 Puget Sound Energy, Inc. 6.97% 6/01/2067 $ 1,005 1,250 WEC Energy Group, Inc. 6.25 5/15/2067 1,031 ---------- 3,735 ---------- Total Utilities 5,300 ---------- Total Corporate Obligations (cost: $37,088) 33,544 ---------- CONVERTIBLE SECURITIES (0.3%) MATERIALS (0.3%) ---------------- GOLD (0.3%) 454 Hycroft Mining Corp.(d),(j) 15.00 10/22/2020 522 ---------- Total Convertible Securities (cost: $433) 522 ---------- EURODOLLAR AND YANKEE OBLIGATIONS (6.0%) CONSUMER DISCRETIONARY (0.1%) ----------------------------- CABLE & SATELLITE (0.1%) 150 Neptune Finco Corp.(a) 10.88 10/15/2025 159 ---------- ENERGY (0.7%) ------------- OIL & GAS STORAGE & TRANSPORTATION (0.7%) 1,700 TransCanada PipeLines Ltd. 6.35 5/15/2067 1,390 ---------- FINANCIALS (1.8%) ----------------- DIVERSIFIED BANKS (0.3%) 50 Barclays Bank plc(a) 7.70 -(i) 55 800 Lloyds Bank plc 0.69(h) -(i) 489 ---------- 544 ---------- LIFE & HEALTH INSURANCE (0.5%) 1,000 Great-West Life & Annuity Insurance Capital, LP(a) 7.15 5/16/2046 1,009 ---------- MULTI-LINE INSURANCE (0.3%) 600 ZFS Finance USA Trust V(a) 6.50 5/09/2067 616 ---------- PROPERTY & CASUALTY INSURANCE (0.5%) 850 QBE Capital Funding III Ltd.(a) 7.25 5/24/2041 944 ---------- REINSURANCE (0.2%) 500 Swiss Re Capital I, LP(a) 6.85 -(i) 508 ---------- Total Financials 3,621 ---------- GOVERNMENT (0.6%) ----------------- FOREIGN GOVERNMENT (0.6%) 1,000 Italy Government International Bond 5.38 6/15/2033 1,149 ---------- ================================================================================ 22 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- MATERIALS (2.1%) ---------------- COMMODITY CHEMICALS (0.4%) $ 800 Braskem Finance Ltd. 6.45% 2/03/2024 $ 741 ---------- DIVERSIFIED METALS & MINING (0.1%) 200 Vedanta Resources plc(a) 6.00 1/31/2019 153 ---------- GOLD (1.6%) 1,200 Kinross Gold Corp. 5.95 3/15/2024 947 1,100 Newcrest Finance Proprietary Ltd.(a) 4.45 11/15/2021 1,025 1,400 St. Barbara Ltd.(a) 8.88 4/15/2018 1,344 ---------- 3,316 ---------- Total Materials 4,210 ---------- UTILITIES (0.7%) ---------------- ELECTRIC UTILITIES (0.7%) 700 Electricite De France S.A.(a) 5.25 -(i) 679 700 Enel S.p.A.(a) 8.75 9/24/2073 807 ---------- 1,486 ---------- Total Utilities 1,486 ---------- Total Eurodollar and Yankee Obligations (cost: $12,468) 12,015 ---------- COLLATERALIZED MORTGAGE OBLIGATIONS (0.5%) FINANCIALS (0.5%) ----------------- ASSET-BACKED FINANCING (0.5%) 86 Sequoia Mortgage Trust 1.11(h) 9/20/2033 75 958 Structured Asset Mortgage Investments, Inc. 0.70(h) 7/19/2035 880 78 Wells Fargo Mortgage Backed Securities Trust 2.69(h) 4/25/2035 74 ---------- 1,029 ---------- Total Financials 1,029 ---------- Total Collateralized Mortgage Obligations (cost: $1,034) 1,029 ---------- COMMERCIAL MORTGAGE SECURITIES (7.1%) FINANCIALS (7.1%) ----------------- COMMERCIAL MORTGAGE-BACKED SECURITIES (7.1%) 400 Banc of America Commercial Mortgage, Inc. 6.04 7/10/2044 405 100 Banc of America Commercial Mortgage, Inc. 5.42 10/10/2045 102 800 Banc of America Commercial Mortgage, Inc. 6.47 2/10/2051 818 1,200 Bear Stearns Commercial Mortgage Securities, Inc.(a) 5.66 9/11/2041 1,181 50 Bear Stearns Commercial Mortgage Securities, Inc. 5.60 10/12/2041 50 450 Citigroup Commercial Mortgage Trust 5.99 3/15/2049 456 50 Citigroup Commercial Mortgage Trust 6.35 12/10/2049 46 ================================================================================ PORTFOLIO OF INVESTMENTS | 23 ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- $ 1,150 Commercial Mortgage Trust 5.38% 12/10/2046 $ 1,145 850 Credit Suisse Commercial Mortgage Pass-Through Trust 0.39 2/15/2040 772 1,100 GE Capital Commercial Mortgage Corp. 5.60 11/10/2045 1,096 850 GE Capital Commercial Mortgage Corp. 5.61 12/10/2049 878 205 GMAC Commercial Mortgage Securities, Inc. 4.97 12/10/2041 208 1,075 GS Mortgage Securities Trust 5.76 4/10/2038 1,076 1,000 J.P. Morgan Chase Commercial Mortgage Securities Corp. 6.10 4/15/2045 930 1,200 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.37 5/15/2047 1,225 50 LB-UBS Commercial Mortgage Trust 5.28 2/15/2041 50 800 Merrill Lynch Mortgage Trust 6.03 6/12/2050 827 700 Morgan Stanley Capital I Trust 5.39 11/14/2042 699 1,000 Morgan Stanley Capital I Trust 5.69 3/12/2044 1,001 100 Morgan Stanley Capital I Trust 5.69 3/12/2044 100 1,000 Wachovia Bank Commercial Mortgage Trust 5.90 5/15/2043 1,009 ---------- 14,074 ---------- Total Financials 14,074 ---------- Total Commercial Mortgage Securities (cost: $14,101) 14,074 ---------- U.S. GOVERNMENT AGENCY ISSUES (0.5%)(k) COMMERCIAL MORTGAGE-BACKED SECURITIES (0.5%) 1,000 Freddie Mac(+) 3.51 4/25/2030 1,038 ---------- Total U.S. Government Agency Issues (cost: $1,019) 1,038 ---------- U.S. TREASURY SECURITIES (15.5%) BONDS (10.3%) 10,100 3.13%, 8/15/2044 10,357 7,600 3.15%, 8/15/2044 (STRIPS Principal)(l) 3,096 2,935 3.00%, 11/15/2044 2,934 300 2.50%, 2/15/2045 270 3,000 3.00%, 5/15/2045 2,998 2,300 3.12%, 5/15/2045 (STRIPS Principal)(l) 908 ---------- 20,563 ---------- NOTES (5.2%) 1,906 1.75%, 5/15/2022 1,883 1,315 1.63%, 11/15/2022 1,283 618 2.00%, 2/15/2023 617 500 1.75%, 5/15/2023 489 2,000 2.75%, 11/15/2023 2,100 1,500 2.50%, 5/15/2024 1,541 ================================================================================ 24 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT VALUE (000) SECURITY (000) -------------------------------------------------------------------------------------------------------- $ 1,500 2.38%, 8/15/2024 $ 1,524 800 2.25%, 11/15/2024 804 -------- 10,241 -------- Total U.S. Treasury Securities (cost: $30,419) 30,804 -------- Total Bonds (cost: $96,563) 93,026 -------- -------------------------------------------------------------------------------------------------------- NUMBER OF SHARES -------------------------------------------------------------------------------------------------------- MONEY MARKET INSTRUMENTS (4.5%) MONEY MARKET FUNDS (4.5%) 8,981,552 State Street Institutional Liquid Reserves Fund Premier Class, 0.15%(b),(m) (cost: $8,982) 8,982 -------- TOTAL INVESTMENTS (COST: $202,747) $199,135 ======== ================================================================================ PORTFOLIO OF INVESTMENTS | 25 ================================================================================ ----------------------------------------------------------------------------------------------------------- ($ 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 $ 30,200 $ - $ - $ 30,200 Preferred Stocks - 4,888 - 4,888 Exchange-Traded Funds 15,412 - - 15,412 Fixed-Income Exchange-Traded Funds 10,003 - - 10,003 International Equity Securities: Common Stocks 1,344 - - 1,344 Exchange-Traded Funds 32,831 - - 32,831 Precious Metals and Commodity-Related Securities: Gold - - 18 18 Exchange-Traded Funds 586 - - 586 Global Real Estate Equity Securities: Preferred Stocks - 506 - 506 Exchange-Traded Funds 1,339 - - 1,339 Bonds: Corporate Obligations - 32,981 563 33,544 Convertible Securities - - 522 522 Eurodollar and Yankee Obligations - 12,015 - 12,015 Collateralized Mortgage Obligations - 1,029 - 1,029 Commercial Mortgage Securities - 14,074 - 14,074 U.S. Government Agency Issues - 1,038 - 1,038 U.S. Treasury Securities 26,800 4,004 - 30,804 Money Market Instruments: Money Market Funds 8,982 - - 8,982 ----------------------------------------------------------------------------------------------------------- Total $127,497 $70,535 $1,103 $199,135 ----------------------------------------------------------------------------------------------------------- Refer to the Portfolio of Investments for additional industry, country, or geographic classifications. ================================================================================ 26 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ Reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value: --------------------------------------------------------------------------------------------------- COMMON CORPORATE CONVERTIBLE STOCKS OBLIGATIONS SECURITIES --------------------------------------------------------------------------------------------------- Balance as of May 31, 2015 $ - $519 $ - Purchases 850 - 433 Sales - (38) - Transfers into Level 3 - - - Transfers out of Level 3 - - - Net realized gain (loss) on investments - - - Change in net unrealized appreciation/(depreciation) of investments (832) 82 89 --------------------------------------------------------------------------------------------------- Balance as of November 30, 2015 $ 18 $563 $522 --------------------------------------------------------------------------------------------------- For the period of June 1, 2015, through November 30, 2015, there were no transfers of securities between levels. The Fund's policy is to recognize any transfers into and out of the levels as of the beginning of the period in which the event or circumstance that caused the transfer occurred. ================================================================================ PORTFOLIO OF INVESTMENTS | 27 ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------- o GENERAL NOTES Market values of securities are determined by procedures and practices discussed in Note 1A 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 23.5% of net assets at November 30, 2015. 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 EURODOLLAR AND YANKEE OBLIGATIONS - Eurodollar obligations are U.S. 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. 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 ================================================================================ 28 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ 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. 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 the date the final principal payment will be made for the last outstanding loans in the pool. The weighted average life is the average time for principal to be repaid, which is calculated by assuming prepayment rates of the underlying loans. The weighted average life is likely to be substantially shorter than the stated final maturity as a result of scheduled principal payments and unscheduled principal prepayments. Stated interest rates on commercial mortgage-backed securities may change slightly over time as underlying mortgages pay down. o PORTFOLIO ABBREVIATIONS AND DESCRIPTIONS 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 STRIPS Separate trading of registered interest and principal of securities 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 ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 29 ================================================================================ 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) At November 30, 2015, the security, or a portion thereof, was segregated to cover delayed-delivery and/or when-issued purchases. (c) Security deemed illiquid by the Manager, under liquidity guidelines approved by the Board. The aggregate market value of these securities at November 30, 2015, was $18,000, which represented less than 0.1% of the Fund's net assets. (d) Security was fair valued at November 30, 2015, by the Manager in accordance with valuation procedures approved by the Board. The total value of all such securities was $1,103,000, which represented 0.6% of the Fund's net assets. (e) 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 stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments. The interest rate is adjusted periodically, and the rate disclosed represents the current rate at November 30, 2015. 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. (f) At November 30, 2015, the aggregate market value of securities purchased on a delayed-delivery basis was $1,088,000. (g) At November 30, 2015, the issuer was in default with respect to interest and/or principal payments. (h) Variable-rate or floating-rate security - interest rate is adjusted periodically. The interest rate disclosed represents the rate at November 30, 2015. ================================================================================ 30 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ (i) Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future. (j) Pay-in-kind (PIK) - security in which the issuer will have or has the option to make all or a portion of the interest or dividend payments in additional securities. (k) U.S. government agency issues - Mortgage-backed securities issued by certain U.S. Government Sponsored Enterprises (GSEs) such as the Government National Mortgage Association (GNMA or Ginnie Mae) and certain other U.S. government guaranteed securities are supported by the full faith and credit of the U.S. government. Securities issued by other GSEs, such as Freddie Mac (Federal Home Loan Mortgage Corporation or FHLMC) and Fannie Mae (Federal National Mortgage Association or FNMA), indicated with a "+", are supported only by the right of the GSE to borrow from the U.S. Treasury, the discretionary authority of the U.S. government to purchase the GSEs' obligations, or only by the credit of the issuing agency, instrumentality, or corporation, and are neither issued nor guaranteed by the U.S. Treasury. In September of 2008, the U.S. Treasury placed Fannie Mae and Freddie Mac under conservatorship and appointed the Federal Housing Finance Agency (FHFA) to act as conservator and oversee their daily operations. In addition, the U.S. Treasury entered into purchase agreements with Fannie Mae and Freddie Mac to provide them with capital in exchange for senior preferred stock. While these arrangements are intended to ensure that Fannie Mae and Freddie Mac can continue to meet their obligations, it is possible that actions by the U.S. Treasury, FHFA, or others could adversely impact the value of the Fund's investments in securities issued by Fannie Mae and Freddie Mac. (l) Zero-coupon security. Rate represents the effective yield at the date of purchase. (m) Rate represents the money market fund annualized seven-day yield at November 30, 2015. * Non-income-producing security. See accompanying notes to financial statements. ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 31 ================================================================================ STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) November 30, 2015 (unaudited) -------------------------------------------------------------------------------- ASSETS Investments in securities, at market value (cost of $202,747) $199,135 Cash 3 Cash denominated in foreign currencies (identified cost of $7) 7 Receivables: Capital shares sold 247 USAA Asset Management Company (Note 5C) 53 Dividends and interest 916 Securities sold 1,436 -------- Total assets 201,797 -------- LIABILITIES Payables: Securities purchased 2,326 Capital shares redeemed 494 Accrued management fees 82 Accrued transfer agent's fees 12 Other accrued expenses and payables 51 -------- Total liabilities 2,965 -------- Net assets applicable to capital shares outstanding $198,832 ======== NET ASSETS CONSIST OF: Paid-in capital $200,023 Accumulated undistributed net investment income 713 Accumulated net realized gain on investments and options 1,708 Net unrealized depreciation of investments (3,612) -------- Net assets applicable to capital shares outstanding $198,832 ======== Capital shares outstanding, unlimited number of shares authorized, no par value 18,409 ======== Net asset value, redemption price, and offering price per share $ 10.80 ======== See accompanying notes to financial statements. ================================================================================ 32 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ STATEMENT OF OPERATIONS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited) -------------------------------------------------------------------------------- INVESTMENT INCOME Dividends (net of foreign taxes withheld of $3) $ 1,293 Interest 2,245 -------- Total income 3,538 -------- EXPENSES Management fees 500 Administration and servicing fees 150 Transfer agent's fees 238 Custody and accounting fees 78 Postage 11 Shareholder reporting fees 11 Trustees' fees 13 Registration fees 13 Professional fees 36 Other 5 -------- Total expenses 1,055 Expenses reimbursed (154) -------- Net expenses 901 -------- NET INVESTMENT INCOME 2,637 -------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND OPTIONS Net realized gain (loss) on: Unaffiliated transactions 1,352 Affiliated transactions (Note 7) (9) Options 5 Change in net unrealized appreciation/(depreciation) of: Investments (13,132) Options 28 -------- Net realized and unrealized loss (11,756) -------- Decrease in net assets resulting from operations $ (9,119) ======== See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 33 ================================================================================ STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited), and year ended May 31, 2015 -------------------------------------------------------------------------------- 11/30/2015 5/31/2015 -------------------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income $ 2,637 $ 4,486 Net realized gain on investments 1,343 1,958 Net realized gain on long-term capital gain distributions from other investment companies - 50 Net realized loss on foreign currency transactions - (1) Net realized gain (loss) on options 5 (240) Change in net unrealized appreciation/(depreciation) of: Investments (13,132) (1,560) Options 28 194 ----------------------------- Increase (decrease) in net assets resulting from operations (9,119) 4,887 ----------------------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income (2,172) (4,334) Net realized gains - (1,824) ----------------------------- Distributions to shareholders (2,172) (6,158) ----------------------------- FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold 27,945 80,876 Reinvested dividends 1,946 5,311 Cost of shares redeemed (24,303) (48,123) ----------------------------- Increase in net assets from capital share transactions 5,588 38,064 ----------------------------- Net increase (decrease) in net assets (5,703) 36,793 NET ASSETS Beginning of period 204,535 167,742 ----------------------------- End of period $198,832 $204,535 ============================= Accumulated undistributed net investment income: End of period $ 713 $ 248 ============================= CHANGE IN SHARES OUTSTANDING Shares sold 2,542 7,082 Shares issued for dividends reinvested 179 467 Shares redeemed (2,215) (4,210) ----------------------------- Increase in shares outstanding 506 3,339 ============================= See accompanying notes to financial statements. ================================================================================ 34 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ NOTES TO FINANCIAL STATEMENTS November 30, 2015 (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 54 separate funds. Additionally, the Fund qualifies as a registered investment company under Accounting Standards Codification Topic 946. The information presented in this semiannual report pertains only to the USAA Cornerstone Moderately Conservative Fund (the Fund), which is classified as diversified under the 1940 Act. The Fund's investment objective is to seek current income with a secondary focus on capital appreciation. 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), an affiliate of the Fund. Among other things, these monthly meetings include a review and ================================================================================ NOTES TO FINANCIAL STATEMENTS | 35 ================================================================================ analysis of back testing reports, pricing service quotation comparisons, illiquid securities and fair value determinations, pricing movements, and daily stale price monitoring. The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below: 1. Equity securities, including exchange-traded funds (ETFs), except as otherwise noted, traded primarily on a domestic securities exchange or the 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 many 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 need to be reflected in the value of the Fund's foreign securities. However, the Manager 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 Committee will consider such available information that it deems relevant and will determine a fair value for the affected foreign securities in accordance with valuation procedures. In addition, information from an external vendor or other sources may be used to adjust the foreign market closing prices of foreign equity securities to reflect what the Committee believes to be the fair value of the ================================================================================ 36 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ 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, commingled, or other funds, other than ETFs, are valued at their NAV at the end of each business day. 4. Short-term debt securities with original or remaining maturities of 60 days or less may be valued at amortized cost, provided that amortized cost represents the fair value of such securities. 5. Debt securities with maturities greater than 60 days are valued each business day by a pricing service (the Service) approved by the Board. The Service uses an evaluated mean between quoted bid and asked prices or the last sales price to value a security when, in the Service's judgment, these prices are readily available and are representative of the security's market value. For many securities, such prices are not readily available. The Service generally prices those securities based on methods which include consideration of yields or prices of securities of comparable quality, coupon, maturity, and type; indications as to values from dealers in securities; and general market conditions. 6. Repurchase agreements are valued at cost. 7. Futures are valued at the last sale price at the close of market on the principal exchange on which they are traded or, in the absence of any transactions that day, the last sale price on the prior trading date if it is within the spread between the closing bid and asked prices closest to the last reported sale price. 8. Options are valued by a pricing service at the National Best Bid/Offer (NBBO) composite price, which is derived from the best available bid and asked prices in all participating options exchanges determined to most closely reflect market value of the options at the time of computation of the Fund's NAV. 9. Forward foreign currency contracts are valued on a daily basis using forward foreign currency exchange rates obtained from an independent pricing service. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 37 ================================================================================ 10. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with 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, other pricing services, 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, evaluation of credit quality, 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 indexes. Level 2 securities include preferred stocks, which are valued based on methods discussed in Note 1A2, and certain bonds, which are valued based on methods discussed in Note 1A5. ================================================================================ 38 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ 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 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, 2015, did not include master netting provisions. OPTIONS TRANSACTIONS - The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund may use ================================================================================ NOTES TO FINANCIAL STATEMENTS | 39 ================================================================================ 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 consistent returns over a wide range of equity market environments. This strategy may not fully protect the Fund against declines in the ================================================================================ 40 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ 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. THE EFFECT OF DERIVATIVE INSTRUMENTS ON THE STATEMENT OF OPERATIONS FOR THE SIX-MONTH PERIOD ENDED NOVEMBER 30, 2015 (IN THOUSANDS) CHANGE IN UNREALIZED DERIVATIVES NOT APPRECIATION/ ACCOUNTED FOR AS STATEMENT OF REALIZED GAIN (DEPRECIATION) HEDGING INSTRUMENTS OPERATIONS LOCATION ON DERIVATIVES ON DERIVATIVES -------------------------------------------------------------------------------------------- Equity contracts Net realized gain(loss) $5 $28 on Options/Change in net unrealized appreciation/ (depreciation) of Options -------------------------------------------------------------------------------------------- D. FEDERAL TAXES - The Fund's policy is to comply with the requirements of the Internal Revenue Code 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. Foreign income and capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable, ================================================================================ NOTES TO FINANCIAL STATEMENTS | 41 ================================================================================ as a reduction to such income and realized gains. These foreign taxes have been provided for in accordance with the understanding of the applicable countries' tax rules and rates. 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 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 ================================================================================ 42 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ 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. As of November 30, 2015, the Fund's outstanding delayed-delivery commitments, including interest purchased, were $1,095,000. 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, 2015, there were no custodian and other bank credits. I. INDEMNIFICATIONS - Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts that contain a variety of representations and warranties that provide general indemnifications. The Trust's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trust expects the risk of loss to be remote. J. USE OF ESTIMATES - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts in the financial statements. (2) LINE OF CREDIT The Fund participates in a joint, short-term, revolving, committed loan agreement of $500 million with USAA Capital Corporation (CAPCO), an affiliate of the Manager. The purpose of the agreement is to meet temporary ================================================================================ NOTES TO FINANCIAL STATEMENTS | 43 ================================================================================ 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 9.0 basis points of the amount of the committed loan agreement. Prior to September 30, 2015, the maximum annual facility fee was 7.0 basis points of the amount of the committed loan agreement. The facility fees are allocated among the USAA Funds based on their respective average net assets for the period. The USAA Funds may request an optional increase of the committed loan agreement up to $750 million. If the USAA Funds increase the committed loan agreement above the $500 million, the assessed facility fee by CAPCO will be increased to 10.0 basis points. For the six-month period ended November 30, 2015, the Fund paid CAPCO facility fees of less than $500, which represents 0.3% 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, 2015. (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, 2016, in accordance with applicable tax law. Distributions of net investment income and realized gains from security transactions not offset by capital losses are made annually in the succeeding fiscal year or as otherwise required to avoid the payment of federal taxes. At May 31, 2015, the Fund had no capital loss carryforwards, for federal income tax purposes. For the six-month period ended November 30, 2015, 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 the Fund's tax positions to determine if adjustments to this conclusion are necessary. The statute of ================================================================================ 44 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ 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, 2015, were $56,403,000 and $45,805,000, respectively. As of November 30, 2015, 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, 2015, were $7,364,000 and $10,976,000, respectively, resulting in net unrealized depreciation of $3,612,000. For the six-month period ended November 30, 2015, transactions in written call and put options* were as follows: PREMIUMS NUMBER OF RECEIVED CONTRACTS (000'S) ------------------------------ Outstanding at May 31, 2015 28 $ 54 Options written - - Options terminated in closing purchase transactions (14) (34) Options expired (14) (20) ------------------------------ Outstanding at November 30, 2015 - $ - ------------------------------ * 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 a portion of the Fund's assets, subject to the authority of and ================================================================================ NOTES TO FINANCIAL STATEMENTS | 45 ================================================================================ 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 six-month period ended November 30, 2015, the Fund had no subadviser(s). The Fund's investment management fee is accrued daily and paid monthly at an annualized rate of 0.50% of the Fund's average net assets. For the six-month period ended November 30, 2015, the Fund incurred total management fees, paid or payable to the Manager, of $500,000. 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, 2015, the Fund incurred administration and servicing fees, paid or payable to the Manager, of $150,000. In addition to the services provided under its Administration and Servicing Agreement with the Fund, the Manager also provides certain compliance and legal services for the benefit of the Fund. The Board has approved the reimbursement of a portion of these expenses incurred by the Manager. For the six-month period ended November 30, 2015, the Fund reimbursed the Manager $2,000 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, 2016, to limit the total annual operating expenses of the Fund to 0.90% of its average net assets, excluding extraordinary expenses and before reductions of any expenses paid indirectly, and to reimburse the Fund for all expenses in excess of that amount. This expense limitation arrangement may not be changed or terminated through October 1, 2016, 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, 2015, the Fund incurred reimbursable expenses of $154,000, of which $53,000 was receivable from the Manager. ================================================================================ 46 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ 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, 2015, the Fund incurred transfer agent's fees, paid or payable to SAS, of $238,000. 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. The Manager is indirectly wholly owned by United Services Automobile Association (USAA), a large, diversified financial services institution. At November 30, 2015, USAA and its affiliates owned 1,756,000 shares, which represents 9.5% of the Fund. (7) SECURITY TRANSACTIONS WITH AFFILIATED FUNDS During the six-month period ended November 30, 2015, 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 Fund at the then-current market price with no brokerage commissions incurred. NET REALIZED COST TO GAIN/(LOSS) SELLER PURCHASER PURCHASER TO SELLER ---------------------------------------------------------------------------------- USAA Cornerstone Moderately Conservative USAA Short-Term Bond $11,675,000 $ (9,000) ================================================================================ NOTES TO FINANCIAL STATEMENTS | 47 ================================================================================ (8) FINANCIAL HIGHLIGHTS Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, MAY 31, ---------------------------------------------------------- 2015 2015 2014 2013*** ---------------------------------------------------------- Net asset value at beginning of period $ 11.42 $ 11.52 $ 11.05 $ 10.00 ------------------------------------------------------- Income (loss) from investment operations: Net investment income .14 .26 .25 .28(a) Net realized and unrealized gain (loss) (.64) .03 .61 .99(a) ------------------------------------------------------- Total from investment operations (.50) .29 .86 1.27(a) ------------------------------------------------------- Less distributions from: Net investment income (.12) (.27) (.26) (.22) Realized capital gains - (.12) (.13) - ------------------------------------------------------- Total distributions (.12) (.39) (.39) (.22) ------------------------------------------------------- Net asset value at end of period $ 10.80 $ 11.42 $ 11.52 $ 11.05 ======================================================= Total return (%)* (4.39) 2.58 8.00 12.81 Net assets at end of period (000) $198,832 $204,535 $167,742 $99,683 Ratios to average net assets:** Expenses (%)(b) .90(c) .90 .90 .90(c) Expenses, excluding reimbursements (%)(b) 1.05(c) 1.05 1.08 1.25(c) Net investment income (%) 2.64(c) 2.43 2.40 2.56(c) Portfolio turnover (%) 24 37 36 59 * 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, 2015, average net assets were $200,064,000. *** Fund commenced operations on June 8, 2012. (a) Calculated using average shares. (b) Reflects total annual operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (+) Represents less than 0.01% of average net assets. (c) Annualized. The ratio is not necessarily indicative of 12 months of operations. ================================================================================ 48 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ EXPENSE EXAMPLE November 30, 2015 (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, 2015, through November 30, 2015. 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 ================================================================================ EXPENSE EXAMPLE | 49 ================================================================================ compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any direct costs, such as wire fees, redemption fees, or low balance fees. Therefore, the line labeled "hypothetical" in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these direct costs were included, your costs would have been higher. EXPENSES PAID BEGINNING ENDING DURING PERIOD* ACCOUNT VALUE ACCOUNT VALUE JUNE 1, 2015 - JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 ------------------------------------------------------------- ACTUAL $1,000.00 $ 956.10 $4.40 Hypothetical (5% return before expenses) 1,000.00 1,020.50 4.55 *Expenses are equal to the Fund's annualized expense ratio of 0.90%, which is net of any reimbursements and expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/366 days (to reflect the one-half-year period). The Fund's actual ending account value is based on its actual total return of (4.39)% for the six-month period of June 1, 2015, through November 30, 2015. ================================================================================ 50 | USAA CORNERSTONE MODERATELY CONSERVATIVE FUND ================================================================================ TRUSTEES Daniel S. McNamara Robert L. Mason, Ph.D. Jefferson C. Boyce Dawn M. Hawley Paul L. McNamara Barbara B. Ostdiek, Ph.D. Michael F. Reimherr -------------------------------------------------------------------------------- ADMINISTRATOR AND USAA Asset Management Company INVESTMENT ADVISER P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- UNDERWRITER AND USAA Investment Management Company DISTRIBUTOR P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- TRANSFER AGENT USAA Shareholder Account Services 9800 Fredericksburg Road San Antonio, Texas 78288 -------------------------------------------------------------------------------- CUSTODIAN AND State Street Bank and Trust Company ACCOUNTING AGENT P.O. Box 1713 Boston, Massachusetts 02105 -------------------------------------------------------------------------------- INDEPENDENT Ernst & Young LLP REGISTERED PUBLIC 100 West Houston St., Suite 1700 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) (210) 531-8722 -------------------------------------------------------------------------------- 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) or (210) 531-8722; (ii) at USAA.COM; and (iii) in summary within the Statement of Additional Information on the SEC's website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's website at HTTP://WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling (800) 531-USAA (8722) or (210) 531-8722; (ii) at USAA.COM; and (iii) on the SEC's website at HTTP://WWW.SEC.GOV. These Forms N-Q also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. ================================================================================ USAA -------------- 9800 Fredericksburg Road PRSRT STD San Antonio, TX 78288 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) ============================================================================= 97451-0116 (C)2016, USAA. All rights reserved. [LOGO OF USAA] USAA(R) [GRAPHIC OF USAA CORNERSTONE MODERATE FUND] ============================================================== SEMIANNUAL REPORT USAA CORNERSTONE MODERATE FUND NOVEMBER 30, 2015 ============================================================== ================================================================================ ================================================================================ PRESIDENT'S MESSAGE "A NEW YEAR IS A GREAT TIME TO REEVALUATE YOUR INVESTMENT PLAN TO HELP ENSURE YOU ARE STAYING [PHOTO OF BROOKS ENGLEHARDT] ON TRACK TOWARD YOUR FINANCIAL GOALS." -------------------------------------------------------------------------------- JANUARY 2016 The financial markets were volatile during the reporting period ended November 30, 2015, but U.S. stocks, the broad U.S. fixed-income market, and longer-term U.S. Treasury securities had experienced minimal change when the reporting period came to an end. Emerging markets stocks, in contrast, generally suffered losses, while stocks in non-U.S. developed markets also declined, though to a lesser extent. When the reporting period began in June 2015, Greece was once again in the headlines, as the country's debt problems reemerged and investors speculated about the future of the European Union. During July 2015, market turbulence increased. Worries about China's slow economic growth triggered a steep decline in the Chinese equity market, with many other emerging stock markets falling in a similar fashion. In response, the Chinese authorities surprised many investors by devaluing its currency, which added to investors' existing concerns about the health of the global economy. The result was a broad sell-off in riskier asset classes and a flight to the perceived safety of U.S. Treasury securities. Meanwhile, a divergence in global economic growth was reflected in the monetary policies being pursued by the world's central banks. Persistent economic weakness outside the United States led many central banks to cut interest rates and boost quantitative easing, resulting in low--and even negative--global interest rates. At the same time, the U.S. economy continued to grow, albeit slowly, and the Federal Reserve (the Fed) strongly signaled that it would begin to raise interest rates for the first time in seven years. As a result, shorter-term U.S. Treasury yields rose during the reporting period, while longer-term U.S. Treasury yields edged up slightly. On December 16, 2015, the Fed raised the target range for the federal funds rate from 0.25% to 0.50%. At USAA Investments, we believe it is less important when the first interest rate increase occurs than how quickly the Fed affects interest rates. We have long believed Fed policymakers are unlikely to raise interest rates rapidly because they will not want to jeopardize the U.S. economy. In addition, there appears to be no pressing reason, such as a higher rate of inflation, for them ================================================================================ ================================================================================ to do so. Therefore, the modest interest rate increase in December 2015 is consistent with our outlook. Also of note during the reporting period was the steady decline in commodities prices. What caused the drop in oil, natural gas, coal, and industrial metals prices? In our opinion, there was no single reason. Certainly, the divergence in global economic growth and central bank monetary policy created uncertainty in the world's commodities markets. But softening global demand and, in the case of energy, an increase in supply were also key factors. In addition, commodities are generally priced in U.S. dollars and the appreciation of the U.S. dollar during the reporting period dampened prices. A new year is a great time to reevaluate your investment plan to help ensure you are staying on track toward your financial goals. Investors also may want to consider making a 2016 IRA contribution. The sooner investors invest their money, the sooner it can start working for them. For assistance, please feel free to give our financial advisors a call. Looking ahead, we expect to see continued volatility--at least in the near term--in the financial markets. It's been several years since we've seen this kind of market turbulence, so the events of the reporting period are a helpful reminder that volatility is to be expected from time to time and is normal market behavior. Long-term investors should strive to make decisions based on their long-term objectives, time horizon, and risk tolerance, rather than in response to market turmoil. On behalf of all of us at USAA Investments, we wish you a happy, healthy, and prosperous year in 2016. Thank you for your continued investment in our family of mutual funds. Sincerely, /S/ BROOKS ENGLEHARDT Brooks Englehardt President USAA Investments PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. o As interest rates rise, bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. o Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. o Investments provided by USAA Investment Management Company and USAA Financial Advisors Inc., both registered broker dealers, and affiliates. ================================================================================ ================================================================================ TABLE OF CONTENTS -------------------------------------------------------------------------------- FUND OBJECTIVE 1 MANAGERS' COMMENTARY 2 INVESTMENT OVERVIEW 6 FINANCIAL INFORMATION Portfolio of Investments 11 Notes to Portfolio of Investments 35 Financial Statements 40 Notes to Financial Statements 43 EXPENSE EXAMPLE 58 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)2016, USAA. All rights reserved. 200992-0116 ================================================================================ ================================================================================ FUND OBJECTIVE THE USAA CORNERSTONE MODERATE FUND (THE FUND) SEEKS HIGH TOTAL RETURN. -------------------------------------------------------------------------------- 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 securities issued by domestic or foreign companies. The Fund also may invest in fixed-income securities that are investment grade and below investment grade. The Fund also may use alternative investment strategies, such as investments in real estate investment trusts and precious metals and minerals companies, and other instruments, including futures and options, 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. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election or change or revoke a prior withholding election, call (800) 531-USAA (8722) or (210) 531-8722. If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. ================================================================================ FUND OBJECTIVE | 1 ================================================================================ MANAGERS' COMMENTARY ON THE FUND USAA Asset Management Company JOHN P. TOOHEY, CFA ARNOLD J. ESPE, CFA WASIF A. LATIF DAN DENBOW, CFA -------------------------------------------------------------------------------- o HOW DID THE GLOBAL FINANCIAL MARKETS PERFORM DURING THE REPORTING PERIOD? The reporting period ended November 30, 2015, proved to be a challenging time for the world financial markets, as concerns about slow global growth, China's currency devaluation, and the potential for an interest rate increase by the Federal Reserve (the Fed) combined to weigh upon investor sentiment. U.S. equities generally finished the reporting period with a negative return, but they generated returns above those of the international markets. The U.S. economy appeared to be on track to deliver growth of approximately 2% in the second half of 2015 amid strength in the housing market, employment, and consumer spending. While low compared to historical standards, this rate is nonetheless higher than the majority of the world's developed economies--a positive for U.S. stocks' relative performance during the reporting period. Within the domestic market, small-cap stocks generally underperformed large-cap stocks as investors appeared averse to risk. Developed market international stocks finished with a loss and underperformed U.S. equities which was likely due to mounting concerns about slowing economic growth in both Europe and Japan. In addition, the weakness in foreign currencies relative to the U.S. dollar translated to lower total returns for U.S.-based investors. Emerging market stocks also generally finished the reporting period with a loss. Falling commodity prices, together with China's move toward a consumer-led economy from one driven primarily by fixed-asset investment, likely led to slower ================================================================================ 2 | USAA CORNERSTONE MODERATE FUND ================================================================================ growth in many of the exporting economies within the asset class. In addition, currency weakness compelled many central banks to raise interest rates even as growth slowed. Together, these factors caused the emerging markets to close the reporting period near the low end of their range for the past five years. The impact of weaker commodity prices was not limited to the emerging markets. Stocks in the gold-mining sector fell sharply as well, reflecting the effect of falling gold prices on their profit outlook. In the investment-grade bond market, U.S. Treasuries finished relatively flat. While investors remained on edge about the possibility of the Fed increasing interest rates, bonds gained a degree of support from the backdrop of below-trend growth and low inflation. Investment-grade corporate debt lagged, due largely to a sharp increase in new-issue supply. High-yield bonds underperformed the investment-grade market by a considerable margin, as the weakness in commodity prices pressured the credit outlook for the many energy and mining issuers within the asset class. o HOW DID THE USAA CORNERSTONE MODERATE FUND (THE FUND) PERFORM DURING THE REPORTING PERIOD? For the reporting period ended November 30, 2015, the Fund had a total return of -4.74%. This compares to returns of -1.05% for the Russell 3000(R) Index, -5.43% for the MSCI All-Country World Index*, -2.52% for the Cornerstone Moderate Composite Index, and -1.89% for the Lipper Balanced Funds Index. USAA Asset Management Company (the Manager) is the Fund's investment adviser. The investment adviser provides day-to-day discretionary management for the Fund's assets. Refer to page 8 for benchmark definitions. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. *As of October 1, 2015, the MSCI All-Country World Index replaced the Russell 3000 Index as it more closely represents the securities held by the Fund. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 3 ================================================================================ O PLEASE DISCUSS THE FACTORS THAT HELPED AND HURT PERFORMANCE. The Fund employs a diversified, long-term approach that favors undervalued market segments and avoids those that appear more richly priced. While this strategy led to underperformance during the reporting period, we remain confident in the Fund's overall positioning. The Fund's overweight position in the developed international markets was the primary factor affecting relative performance during a time in which U.S. equities delivered superior returns. Nevertheless, we retain this positioning for the Fund on the belief that the foreign markets offer both attractive relative valuations and the potential for improving corporate earnings. In addition, we believe international equities can benefit from accommodative monetary policies of the central banks in Europe and Japan relative to the Fed's current monetary policy. The Fund's allocation to the emerging markets also pressured results given the substantial underperformance of this market segment. Although we trimmed the Fund's position during the course of the reporting period in order to manage risk, we maintained an allocation to emerging markets for the Fund on the belief that emerging market stocks continue to offer superior long-term return potential relative to developed markets. The Fund's U.S. equity portfolio lost ground in the aggregate, but it outpaced the other allocations within the Fund. We continue to invest the Fund's domestic equity portfolio in large-cap stocks based on our belief that they offer attractive valuations relative to their mid- and small-cap counterparts. This aspect of our positioning for the Fund contributed to its performance during the reporting period, illustrating the potential benefits of our value-oriented approach. The Fund's investment-grade bond portfolio also decreased in value, but it provided both income and a measure of stability to the Fund's performance. At a time in which investors seemed to avoid bond market segments with the highest sensitivity to the growth outlook, the Fund's positions in high-yield and lower-rated investment-grade corporate bonds detracted from performance. We would note, however, that the Fund's allocation to these credit sectors has had a substantial positive impact on the bond portfolio's longer-term results. We offset some of the shortfall in the credit sectors through the Fund's allocation to longer maturity U.S. Treasuries, which finished the reporting period with a gain. We added this position earlier in the year as a "hedge" against ================================================================================ 4 | USAA CORNERSTONE MODERATE FUND ================================================================================ market volatility, a move that proved well-timed given the subsequent underperformance of the credit-sensitive areas of the market. The Fund's commodities exposure, which is achieved through investments in a basket of exchange-traded funds (ETFs), natural resources companies and gold stocks detracted from the Fund's performance. Although commodity prices fell sharply during the reporting period, we believe this asset class remains essential to diversification because of its potential to offset the long-term impact of inflation. The market backdrop remains uncertain as we move toward 2016, with the Fed's monetary policy, China's growth outlook, and geopolitical headlines all representing factors that are affecting investor sentiment. In this environment, our approach is to remain focused on identifying asset classes that have the potential to offer value. The reason for this is simple: valuation is one of the strongest indicators of longer-term returns. While a value-driven approach may not always work for a quarter-to-quarter basis, we measure success in years, not months, since that's how our shareholders typically think as well. With this as background, we believe the Fund will be better served by a continued emphasis on diversification and a preference for market segments with attractive valuations. Thank you for your investment in the Fund. Asset Allocation funds may be invested in, among other things: (1) exchange-traded funds; (2) futures, options, and other derivatives; (3) non-investment grade securities; (4) precious metals and minerals companies; (5) real estate investment trusts; (6) money market instruments; (7) foreign and emerging markets. These types of investments and asset classes may be more volatile and prone to experience significant loss than others. In addition, its is possible that a particular asset allocation used by the Manager may not produce the intended result. 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 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 The USAA Precious Metals and Minerals Fund is subject to additional risks, such as currency fluctuation, market illiquidity, political instability and increased price volatility. It may be more volatile than a fund that diversifies 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. o Exchange Traded Funds (ETFs) are subject to risks similar to those of stocks. Investment returns may fluctuate and are subject to market volatility, so that an investor's shares, when redeemed or sold, may be worth more or less than their original cost. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 5 ================================================================================ INVESTMENT OVERVIEW USAA CORNERSTONE MODERATE FUND (THE FUND) (Ticker Symbol: USBSX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $1.1 Billion $1.2 Billion Net Asset Value Per Share $14.50 $15.43 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEARS 10 YEARS -4.74% -3.13% 5.23% 3.82% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEARS 10 YEARS -4.02% 4.08% 3.55% -------------------------------------------------------------------------------- EXPENSE RATIOS AS OF 5/31/15** -------------------------------------------------------------------------------- BEFORE REIMBURSEMENT 1.23% AFTER REIMBURSEMENT 1.09% (Includes acquired fund fees and expenses of 0.09%) THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratios represent the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and are calculated as a percentage of average net assets. USAA Asset Management Company (the Manager) has agreed, through October 1, 2016, 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, 2016. If the total annual operating expense ratio is lower than 1.00%, the Fund will operate at the lower expense ratio. These expense ratios may differ from the expense ratios disclosed in the Financial Highlights, which excludes acquired fund fees and expenses. Effective October 1, 2015, the base investment management fee was reduced from 0.75% to 0.70% of the Fund's average net assets. 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. ================================================================================ 6 | USAA CORNERSTONE MODERATE FUND ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] CORNERSTONE LIPPER MODERATE BALANCED MSCI USAA CORNERSTONE RUSSELL 3000 COMPOSITE FUNDS ALL-COUNTRY MODERATE INDEX INDEX INDEX WORLD INDEX* FUND 11/30/05 $10,000.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00 12/31/05 10,008.98 10,149.86 10,087.59 10,245.94 10,054.99 01/31/06 10,343.39 10,402.56 10,328.39 10,750.31 10,228.01 02/28/06 10,361.78 10,412.69 10,315.47 10,734.54 10,201.39 03/31/06 10,540.89 10,487.78 10,415.91 10,960.29 10,235.17 04/30/06 10,655.24 10,622.58 10,529.48 11,325.08 10,295.42 05/31/06 10,314.10 10,421.94 10,320.71 10,878.63 10,020.96 06/30/06 10,332.35 10,431.32 10,314.53 10,873.94 10,038.96 07/31/06 10,322.68 10,523.17 10,362.68 10,948.16 10,012.01 08/31/06 10,575.20 10,731.74 10,561.98 11,232.00 10,146.76 09/30/06 10,811.93 10,847.90 10,714.23 11,362.90 10,357.61 10/31/06 11,201.13 11,095.15 10,963.84 11,789.06 10,560.83 11/30/06 11,444.84 11,321.19 11,175.03 12,122.41 10,723.41 12/31/06 11,581.91 11,395.68 11,257.68 12,392.88 10,795.96 01/31/07 11,802.36 11,480.74 11,379.09 12,516.16 10,962.83 02/28/07 11,608.75 11,530.68 11,335.66 12,450.27 10,912.04 03/31/07 11,729.58 11,631.71 11,432.92 12,700.11 10,978.22 04/30/07 12,198.14 11,905.46 11,761.74 13,262.48 11,255.42 05/31/07 12,642.66 12,056.07 12,014.46 13,658.01 11,452.37 06/30/07 12,405.89 11,978.91 11,902.21 13,617.89 11,338.57 07/31/07 11,982.81 11,880.90 11,699.32 13,409.94 11,081.88 08/31/07 12,154.82 11,960.18 11,793.89 13,372.83 11,184.56 09/30/07 12,597.95 12,297.78 12,127.09 14,090.72 11,452.41 10/31/07 12,829.05 12,554.52 12,340.34 14,640.43 11,651.52 11/30/07 12,251.50 12,352.97 12,051.03 13,993.13 11,290.18 12/31/07 12,177.36 12,312.44 11,992.50 13,838.23 11,195.90 01/31/08 11,439.27 11,957.46 11,596.04 12,704.80 10,852.13 02/29/08 11,083.97 11,932.75 11,445.16 12,740.67 10,649.00 03/31/08 11,018.30 11,876.50 11,357.70 12,553.80 10,519.25 04/30/08 11,569.31 12,198.43 11,734.24 13,254.07 10,802.28 05/31/08 11,806.33 12,278.83 11,863.86 13,461.31 11,014.56 06/30/08 10,832.06 11,775.90 11,236.64 12,355.95 10,396.48 07/31/08 10,745.67 11,646.04 11,094.33 12,035.09 10,214.23 08/31/08 10,912.56 11,640.67 11,136.52 11,775.69 10,245.93 09/30/08 9,886.52 10,870.02 10,295.14 10,303.95 9,366.53 10/31/08 8,133.05 9,605.82 8,975.68 8,262.22 7,953.16 11/30/08 7,491.03 9,375.24 8,566.78 7,719.42 7,426.15 12/31/08 7,634.34 9,714.23 8,853.44 7,999.19 7,561.79 01/31/09 6,993.66 9,275.08 8,443.61 7,315.75 7,125.53 02/28/09 6,261.04 8,786.01 7,897.46 6,599.45 6,535.77 03/31/09 6,809.47 9,211.94 8,336.70 7,143.05 6,872.04 04/30/09 7,526.05 9,814.09 8,910.94 7,986.26 7,469.25 05/31/09 7,927.62 10,291.73 9,357.99 8,781.99 8,238.27 06/30/09 7,954.63 10,317.05 9,380.34 8,732.75 8,447.80 07/31/09 8,573.79 10,848.29 9,943.95 9,501.48 8,919.89 08/31/09 8,880.14 11,120.15 10,210.06 9,841.30 9,259.45 09/30/09 9,252.18 11,447.65 10,536.53 10,292.79 9,756.30 10/31/09 9,014.22 11,368.45 10,413.34 10,133.73 9,781.40 11/30/09 9,526.44 11,695.63 10,800.99 10,550.51 10,074.26 12/31/09 9,797.92 11,778.54 10,920.94 10,768.99 10,286.44 01/31/10 9,444.73 11,628.97 10,734.17 10,303.59 10,227.28 02/28/10 9,764.92 11,772.10 10,925.09 10,434.84 10,413.23 03/31/10 10,380.37 12,158.78 11,340.59 11,106.15 10,808.80 04/30/10 10,604.39 12,297.65 11,479.78 11,124.84 10,996.18 05/31/10 9,766.67 11,774.67 10,892.79 10,060.40 10,442.54 06/30/10 9,205.21 11,638.16 10,630.86 9,759.91 10,177.96 07/31/10 9,844.25 12,163.86 11,146.59 10,554.05 10,642.55 08/31/10 9,380.85 12,005.59 10,906.86 10,185.10 10,444.67 09/30/10 10,266.57 12,598.82 11,525.11 11,159.47 11,040.84 10/31/10 10,667.75 12,869.00 11,817.67 11,562.78 11,326.60 11/30/10 10,729.34 12,755.58 11,754.60 11,305.51 11,274.65 12/31/10 11,456.67 13,171.32 12,220.56 12,133.39 11,676.14 01/31/11 11,706.90 13,297.12 12,391.98 12,323.80 11,868.27 02/28/11 12,133.13 13,527.15 12,668.85 12,682.66 12,182.66 03/31/11 12,187.86 13,550.77 12,696.66 12,670.00 12,280.16 04/30/11 12,550.62 13,892.52 13,034.77 13,188.36 12,622.74 05/31/11 12,407.42 13,847.82 12,948.71 12,904.87 12,552.46 06/30/11 12,184.60 13,703.25 12,790.78 12,701.53 12,392.60 07/31/11 11,905.57 13,692.25 12,692.95 12,494.73 12,215.56 08/31/11 11,191.29 13,292.06 12,214.67 11,582.00 11,578.23 09/30/11 10,322.90 12,692.22 11,559.98 10,488.51 10,934.62 10/31/11 11,510.99 13,426.70 12,364.39 11,612.29 11,576.26 11/30/11 11,479.88 13,256.59 12,273.02 11,264.68 11,504.97 12/31/11 11,574.23 13,333.33 12,310.96 11,241.92 11,529.81 01/31/12 12,158.30 13,787.81 12,772.54 11,895.60 11,890.12 02/29/12 12,672.63 14,127.33 13,138.59 12,494.11 12,214.40 03/31/12 13,063.54 14,186.70 13,280.60 12,577.18 12,326.14 04/30/12 12,977.87 14,198.10 13,268.25 12,433.27 12,298.97 05/31/12 12,175.59 13,660.25 12,695.05 11,318.53 11,837.08 06/30/12 12,652.45 13,992.76 13,017.65 11,877.54 12,089.41 07/31/12 12,777.77 14,182.68 13,174.35 12,040.14 12,217.34 08/31/12 13,096.68 14,360.74 13,381.46 12,301.93 12,409.24 09/30/12 13,440.60 14,593.81 13,614.79 12,689.39 12,625.86 10/31/12 13,208.77 14,545.04 13,546.45 12,604.81 12,671.84 11/30/12 13,311.05 14,642.07 13,642.13 12,766.00 12,736.21 12/31/12 13,474.18 14,794.35 13,781.23 13,055.16 12,897.00 01/31/13 14,213.52 15,116.48 14,173.65 13,656.59 13,203.19 02/28/13 14,401.88 15,177.91 14,245.48 13,654.46 13,212.47 03/31/13 14,966.24 15,373.52 14,524.96 13,904.12 13,383.24 04/30/13 15,211.22 15,640.42 14,728.97 14,301.33 13,597.74 05/31/13 15,570.06 15,537.70 14,780.77 14,262.09 13,523.13 06/30/13 15,368.11 15,208.49 14,541.11 13,845.23 13,185.42 07/31/13 16,210.41 15,604.52 15,026.44 14,508.03 13,523.03 08/31/13 15,757.88 15,390.40 14,763.78 14,205.77 13,354.22 09/30/13 16,343.70 15,836.41 15,207.58 14,939.51 13,637.06 10/31/13 17,037.95 16,220.37 15,616.93 15,539.97 14,005.89 11/30/13 17,532.40 16,324.50 15,838.21 15,760.05 14,091.00 12/31/13 17,994.96 16,448.76 16,040.31 16,031.94 14,215.33 01/31/14 17,426.43 16,277.05 15,798.54 15,390.65 14,043.83 02/28/14 18,253.07 16,731.68 16,296.95 16,134.14 14,434.46 03/31/14 18,349.95 16,758.70 16,331.99 16,205.88 14,494.86 04/30/14 18,372.22 16,877.51 16,395.88 16,360.15 14,619.40 05/31/14 18,773.12 17,142.71 16,667.51 16,708.12 14,811.00 06/30/14 19,243.99 17,343.18 16,903.45 17,022.69 15,027.58 07/31/14 18,864.36 17,174.61 16,701.65 16,816.07 14,892.37 08/31/14 19,655.80 17,494.31 17,107.88 17,187.51 15,095.18 09/30/14 19,246.08 17,135.57 16,806.98 16,630.36 14,792.41 10/31/14 19,775.61 17,329.34 17,040.74 16,747.44 14,879.76 11/30/14 20,254.85 17,510.12 17,278.84 17,027.56 15,015.65 12/31/14 20,254.62 17,372.00 17,196.07 16,698.99 14,857.50 01/31/15 19,690.90 17,391.62 17,077.63 16,437.91 14,877.20 02/28/15 20,831.02 17,814.81 17,604.67 17,353.03 15,212.18 03/31/15 20,619.26 17,736.67 17,502.25 17,084.15 15,101.74 04/30/15 20,712.52 17,928.35 17,625.32 17,579.84 15,240.29 05/31/15 20,999.01 17,938.75 17,701.15 17,556.90 15,269.98 06/30/15 20,647.68 17,656.76 17,429.78 17,143.58 14,976.55 07/31/15 20,993.03 17,764.42 17,587.80 17,292.46 15,046.30 08/31/15 19,725.69 17,166.81 16,910.71 16,107.04 14,438.47 09/30/15 19,150.88 16,909.29 16,629.59 15,523.50 14,144.60 10/31/15 20,663.52 17,564.28 17,369.74 16,741.86 14,656.21 11/30/15 20,778.07 17,486.44 17,367.31 16,603.61 14,545.87 [END CHART] Data from 11/30/05 through 11/30/15. 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 except that the Lipper Balanced Funds Index reflects the fees and expenses of the underlying funds included in the index. *As of October 1, 2015, the MSCI All-Country World Index replaced the Russell 3000 Index as it more closely represents the securities held by the Fund. ================================================================================ 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 benchmarks listed below. The Manager has developed the Cornerstone Moderate Composite Index, which is used to measure the Fund's performance. The custom benchmark was created by the Manager to show how the Fund's performance compares with the returns of an index or indexes with similar asset allocations. 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 Cornerstone Moderate Composite Index is a combination of unmanaged indexes representing the Fund's model allocation, and consists of the MSCI USA Investable Market Index (IMI) (29%), the MSCI ACWI ex USA IMI (19%), the Barclays U.S. Universal Index (48%), the Bloomberg Commodity Index Total Return (1%), the MSCI U.S. Real Estate Investment Trust (REIT) Index (1%), and the Barclays U.S. Treasury - Bills (1-3M) (2%). o The unmanaged MSCI All-Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. ================================================================================ 8 | USAA CORNERSTONE MODERATE FUND ================================================================================ o TOP 10 EQUITY HOLDINGS* - 11/30/15 o (% of Net Assets) iShares Core MSCI EAFE ETF** ............................................ 5.1% U.S. Treasury Bond, 3.13%, 8/15/2044 .................................... 4.7% iShares MSCI EAFE ETF** ................................................. 4.6% U.S. Treasury Bond, 3.00%, 5/15/2045 .................................... 3.8% iShares Core S&P 500 ETF** .............................................. 2.2% iShares Core MSCI Emerging Markets ETF** ................................ 2.1% Vanguard FTSE Europe ETF** .............................................. 1.6% Vanguard FTSE Developed Markets ETF** ................................... 1.5% Vanguard Small-Cap Value ETF** .......................................... 1.3% Vanguard S&P 500 ETF** .................................................. 1.2% *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 11-34. ================================================================================ INVESTMENT OVERVIEW | 9 ================================================================================ o ASSET ALLOCATION - 11/30/15 o [PIE CHART OF ASSET ALLOCATION] U.S. EQUITY SECURITIES* 31.3% INTERNATIONAL EQUITY SECURITIES* 21.7% CORPORATE OBLIGATIONS 16.4% U.S. TREASURY SECURITIES 10.9% COMMERCIAL MORTGAGE SECURITIES 7.1% EURODOLLAR AND YANKEE OBLIGATIONS 5.0% MONEY MARKET INSTRUMENTS 4.0% PRECIOUS METALS AND COMMODITY-RELATED SECURITIES* 0.9% U.S. GOVERNMENT AGENCY ISSUES 0.5% GLOBAL REAL ESTATE EQUITY SECURITIES 1.0% COLLATERALIZED MORTGAGE OBLIGATIONS 0.3% ASSET-BACKED SECURITIES 0.2% CONVERTIBLE SECURITIES** 0.0% [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. **Represents less than 0.1% of the Fund. ================================================================================ 10 | USAA CORNERSTONE MODERATE FUND ================================================================================ PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) --------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) --------------------------------------------------------------------------------------------------- U.S. EQUITY SECURITIES (31.3%) COMMON STOCKS (22.4%) CONSUMER DISCRETIONARY (3.4%) ----------------------------- ADVERTISING (0.4%) 50,700 Omnicom Group, Inc. $ 3,748 ---------- APPAREL RETAIL (0.3%) 3,490 Caleres, Inc. 98 4,440 Finish Line, Inc. "A" 74 43,800 TJX Companies, Inc. 3,092 ---------- 3,264 ---------- AUTO PARTS & EQUIPMENT (0.6%) 52,700 BorgWarner, Inc. 2,250 6,920 Dana Holding Corp. 114 6,480 Gentex Corp. 108 1,660 Gentherm, Inc.* 84 43,700 Johnson Controls, Inc. 2,010 42,800 Magna International, Inc. 1,945 ---------- 6,511 ---------- AUTOMOBILE MANUFACTURERS (0.2%) 127,000 Ford Motor Co. 1,820 2,540 Thor Industries, Inc. 147 ---------- 1,967 ---------- AUTOMOTIVE RETAIL (0.0%) 3,530 CST Brands, Inc. 131 1,560 Lithia Motors, Inc. "A" 194 1,530 Murphy USA, Inc.* 91 ---------- 416 ---------- BROADCASTING (0.3%) 63,600 CBS Corp. "B" 3,211 ---------- FOOTWEAR (0.0%) 6,390 Wolverine World Wide, Inc. 116 ---------- GENERAL MERCHANDISE STORES (0.3%) 51,200 Dollar General Corp. 3,349 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 11 ================================================================================ --------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) --------------------------------------------------------------------------------------------------- HOME IMPROVEMENT RETAIL (0.1%) 4,700 Home Depot, Inc. $ 629 ---------- HOMEBUILDING (0.1%) 5,730 M/I Homes, Inc.* 134 3,400 Meritage Homes Corp.* 127 110 NVR, Inc.* 185 15,240 TRI Pointe Group, Inc.* 212 ---------- 658 ---------- HOTELS, RESORTS & CRUISE LINES (0.9%) 65,900 Carnival Corp. 3,330 20,000 Hilton Worldwide Holdings, Inc. 464 109,600 Norwegian Cruise Line Holdings Ltd.* 6,296 ---------- 10,090 ---------- INTERNET RETAIL (0.1%) 8,100 Expedia, Inc. 997 ---------- PUBLISHING (0.0%) 6,040 Gannett Co., Inc. 103 2,520 Meredith Corp. 118 ---------- 221 ---------- SPECIALIZED CONSUMER SERVICES (0.1%) 27,000 H&R Block, Inc. 991 4,200 Sotheby's 119 ---------- 1,110 ---------- SPECIALTY STORES (0.0%) 3,560 Dick's Sporting Goods, Inc. 139 2,650 Hibbett Sports, Inc.* 87 ---------- 226 ---------- Total Consumer Discretionary 36,513 ---------- CONSUMER STAPLES (1.1%) ----------------------- AGRICULTURAL PRODUCTS (0.0%) 2,350 Ingredion, Inc. 232 ---------- DRUG RETAIL (0.5%) 26,230 CVS Health Corp. 2,468 32,200 Walgreens Boots Alliance, Inc. 2,706 ---------- 5,174 ---------- FOOD RETAIL (0.2%) 1,680 Casey's General Stores, Inc. 195 50,000 Kroger Co. 1,883 ---------- 2,078 ---------- ================================================================================ 12 | USAA CORNERSTONE MODERATE FUND ================================================================================ --------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) --------------------------------------------------------------------------------------------------- HOUSEHOLD PRODUCTS (0.2%) 25,800 Procter & Gamble Co. $ 1,931 ---------- PACKAGED FOODS & MEAT (0.0%) 7,150 Flowers Foods, Inc. 168 ---------- PERSONAL PRODUCTS (0.0%) 1,540 Edgewell Personal Care Co. 124 ---------- SOFT DRINKS (0.2%) 24,500 PepsiCo, Inc. 2,454 ---------- Total Consumer Staples 12,161 ---------- ENERGY (1.5%) ------------- INTEGRATED OIL & GAS (0.7%) 22,430 Chevron Corp. 2,048 73,170 Occidental Petroleum Corp. 5,531 ---------- 7,579 ---------- OIL & GAS DRILLING (0.0%) 8,550 Atwood Oceanics, Inc. 136 ---------- OIL & GAS EQUIPMENT & SERVICES (0.3%) 25,040 Halliburton Co. 998 9,420 Helix Energy Solutions Group, Inc.* 61 6,800 Hornbeck Offshore Services, Inc.* 83 18,600 Schlumberger Ltd. 1,435 ---------- 2,577 ---------- OIL & GAS EXPLORATION & PRODUCTION (0.5%) 23,700 Anadarko Petroleum Corp. 1,419 28,068 California Resources Corp. 115 6,200 Cimarex Energy Co. 738 35,000 ConocoPhillips 1,892 11,600 EOG Resources, Inc. 968 27,700 Marathon Oil Corp. 485 ---------- 5,617 ---------- OIL & GAS REFINING & MARKETING (0.0%) 4,670 Green Plains, Inc. 111 1,750 REX American Resources Corp.* 110 ---------- 221 ---------- Total Energy 16,130 ---------- FINANCIALS (3.8%) ----------------- ASSET MANAGEMENT & CUSTODY BANKS (0.2%) 13,500 Ameriprise Financial, Inc. 1,525 15,100 Bank of New York Mellon Corp. 662 ================================================================================ PORTFOLIO OF INVESTMENTS | 13 ================================================================================ --------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) --------------------------------------------------------------------------------------------------- 6,630 Eaton Vance Corp. $ 238 4,090 Waddell & Reed Financial, Inc. "A" 153 ---------- 2,578 ---------- CONSUMER FINANCE (0.6%) 57,200 Capital One Financial Corp. 4,491 2,130 Encore Capital Group, Inc.* 70 41,382 Synchrony Financial* 1,317 ---------- 5,878 ---------- DIVERSIFIED BANKS (1.8%) 501,100 Bank of America Corp. 8,734 93,933 Citigroup, Inc. 5,081 76,700 JPMorgan Chase & Co. 5,114 17,340 Wells Fargo & Co. 956 ---------- 19,885 ---------- INVESTMENT BANKING & BROKERAGE (0.0%) 6,100 Raymond James Financial, Inc. 358 ---------- LIFE & HEALTH INSURANCE (0.1%) 3,760 American Equity Investment Life Insurance Co. 101 19,900 MetLife, Inc. 1,017 ---------- 1,118 ---------- MULTI-LINE INSURANCE (0.0%) 1,110 American Financial Group, Inc. 82 ---------- PROPERTY & CASUALTY INSURANCE (0.1%) 2,130 AMERISAFE, Inc. 115 1,450 Hanover Insurance Group, Inc. 122 7,600 Old Republic International Corp. 144 4,170 Selective Insurance Group, Inc. 144 2,300 W.R. Berkley Corp. 128 ---------- 653 ---------- REGIONAL BANKS (0.9%) 1,440 Bank of Hawaii Corp. 100 5,910 Cathay General Bancorp 203 1,420 Cullen/Frost Bankers, Inc. 99 7,870 F.N.B. Corp. 114 162,100 Fifth Third Bancorp 3,350 4,880 FirstMerit Corp. 99 6,200 Fulton Financial Corp. 90 343,100 KeyCorp 4,498 11,790 National Penn Bancshares, Inc. 147 6,200 PNC Financial Services Group, Inc. 592 ================================================================================ 14 | USAA CORNERSTONE MODERATE FUND ================================================================================ --------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) --------------------------------------------------------------------------------------------------- 1,780 Prosperity Bancshares, Inc. $ 99 7,100 TCF Financial Corp. 109 4,420 Webster Financial Corp. 178 9,730 Wilshire Bancorp, Inc. 120 ---------- 9,798 ---------- REINSURANCE (0.0%) 230 Alleghany Corp.* 117 1,600 Endurance Specialty Holdings Ltd. 106 1,350 Reinsurance Group of America, Inc. 124 ---------- 347 ---------- SPECIALIZED FINANCE (0.0%) 2,320 Atlas Air Worldwide Holdings, Inc.* 96 ---------- THRIFTS & MORTGAGE FINANCE (0.1%) 8,670 Astoria Financial Corp. 140 16,750 New York Community Bancorp, Inc. 274 5,720 Washington Federal, Inc. 148 ---------- 562 ---------- Total Financials 41,355 ---------- HEALTH CARE (4.0%) ------------------ BIOTECHNOLOGY (1.5%) 123,750 AbbVie, Inc. 7,196 14,500 Amgen, Inc. 2,336 2,470 Enanta Pharmaceuticals, Inc.* 78 56,100 Gilead Sciences, Inc. 5,944 1,300 United Therapeutics Corp.* 199 ---------- 15,753 ---------- HEALTH CARE DISTRIBUTORS (0.2%) 10,200 Cardinal Health, Inc. 886 6,500 McKesson Corp. 1,231 3,420 Owens & Minor, Inc. 131 ---------- 2,248 ---------- HEALTH CARE EQUIPMENT (0.8%) 3,880 CONMED Corp. 165 2,710 Greatbatch, Inc.* 157 80,900 Hologic, Inc.* 3,264 4,340 Masimo Corp.* 180 53,200 Medtronic plc 4,008 1,890 Teleflex, Inc. 249 ---------- 8,023 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 15 ================================================================================ --------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) --------------------------------------------------------------------------------------------------- HEALTH CARE FACILITIES (0.0%) 2,980 Ensign Group, Inc. $ 142 ---------- HEALTH CARE SERVICES (0.0%) 930 Chemed Corp. 144 2,780 MEDNAX, Inc.* 198 ---------- 342 ---------- HEALTH CARE SUPPLIES (0.0%) 2,730 Anika Therapeutics, Inc.* 115 ---------- LIFE SCIENCES TOOLS & SERVICES (0.0%) 1,200 Bio-Rad Laboratories, Inc. "A"* 168 2,280 Cambrex Corp.* 122 ---------- 290 ---------- MANAGED HEALTH CARE (0.1%) 10,000 UnitedHealth Group, Inc. 1,127 ---------- PHARMACEUTICALS (1.4%) 8,000 Allergan plc* 2,511 860 DepoMed, Inc.* 17 26,640 Johnson & Johnson 2,697 1,820 Lannett Co., Inc.* 67 72,900 Merck & Co., Inc. 3,864 179,634 Pfizer, Inc. 5,887 3,780 Prestige Brands Holdings, Inc.* 192 ---------- 15,235 ---------- Total Health Care 43,275 ---------- INDUSTRIALS (2.5%) ------------------ AEROSPACE & DEFENSE (0.5%) 22,900 Honeywell International, Inc. 2,381 1,830 Moog, Inc. "A"* 121 6,000 Raytheon Co. 744 1,410 Teledyne Technologies, Inc.* 130 6,300 TransDigm Group, Inc.* 1,478 ---------- 4,854 ---------- AGRICULTURAL & FARM MACHINERY (0.0%) 2,000 AGCO Corp. 101 ---------- AIRLINES (0.3%) 36,200 Southwest Airlines Co. 1,661 35,000 United Continental Holdings, Inc.* 1,950 ---------- 3,611 ---------- ================================================================================ 16 | USAA CORNERSTONE MODERATE FUND ================================================================================ --------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) --------------------------------------------------------------------------------------------------- BUILDING PRODUCTS (0.0%) 1,860 Universal Forest Products, Inc. $ 144 ---------- COMMERCIAL PRINTING (0.0%) 2,560 Deluxe Corp. 150 ---------- CONSTRUCTION & ENGINEERING (0.0%) 2,530 EMCOR Group, Inc. 127 ---------- CONSTRUCTION MACHINERY & HEAVY TRUCKS (0.0%) 3,290 Trinity Industries, Inc. 89 ---------- DIVERSIFIED SUPPORT SERVICES (0.0%) 1,720 G & K Services, Inc. "A" 115 830 UniFirst Corp. 90 ---------- 205 ---------- ELECTRICAL COMPONENTS & EQUIPMENT (0.2%) 23,200 Eaton Corp. plc 1,349 2,060 EnerSys 122 ---------- 1,471 ---------- ENVIRONMENTAL & FACILITIES SERVICES (0.0%) 3,360 ABM Industries, Inc. 99 3,410 Tetra Tech, Inc. 95 ---------- 194 ---------- HEAVY ELECTRICAL EQUIPMENT (0.0%) 1,800 AZZ, Inc. 107 ---------- HUMAN RESOURCE & EMPLOYMENT SERVICES (0.1%) 3,350 Korn/Ferry International 123 2,720 ManpowerGroup, Inc. 246 2,870 On Assignment, Inc.* 134 ---------- 503 ---------- INDUSTRIAL CONGLOMERATES (1.0%) 16,250 Carlisle Companies, Inc. 1,437 291,917 General Electric Co. 8,740 ---------- 10,177 ---------- INDUSTRIAL MACHINERY (0.4%) 2,360 Barnes Group, Inc. 91 1,650 Crane Co. 86 1,280 Graco, Inc. 97 3,160 Mueller Industries, Inc. 99 1,790 Nordson Corp. 130 34,600 Stanley Black & Decker, Inc. 3,777 ---------- 4,280 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 17 ================================================================================ --------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) --------------------------------------------------------------------------------------------------- OFFICE SERVICES & SUPPLIES (0.0%) 2,690 Essendant, Inc. $ 97 ---------- RAILROADS (0.0%) 1,950 Genesee & Wyoming, Inc. "A"* 135 ---------- TRADING COMPANIES & DISTRIBUTORS (0.0%) 1,940 Applied Industrial Technologies, Inc. 83 2,070 GATX Corp. 96 ---------- 179 ---------- TRUCKING (0.0%) 5,980 Knight Transportation, Inc. 159 ---------- Total Industrials 26,583 ---------- INFORMATION TECHNOLOGY (4.3%) ----------------------------- APPLICATION SOFTWARE (0.1%) 3,200 Ebix, Inc. 120 9,000 Mentor Graphics Corp. 169 7,430 Synopsys, Inc.* 372 ---------- 661 ---------- COMMUNICATIONS EQUIPMENT (0.7%) 5,350 ARRIS Group, Inc.* 163 259,456 Cisco Systems, Inc. 7,070 3,490 Plantronics, Inc. 185 10,800 QUALCOMM, Inc. 527 ---------- 7,945 ---------- DATA PROCESSING & OUTSOURCED SERVICES (0.6%) 6,500 Alliance Data Systems Corp.* 1,864 3,980 Broadridge Financial Solutions, Inc. 219 6,430 Convergys Corp. 166 3,560 CSG Systems International, Inc. 127 1,240 DST Systems, Inc. 152 4,260 Global Payments, Inc. 302 24,000 MasterCard, Inc. "A" 2,350 3,840 Sykes Enterprises, Inc.* 122 6,300 Visa, Inc. "A" 498 ---------- 5,800 ---------- ELECTRONIC COMPONENTS (0.0%) 1,080 Littelfuse, Inc. 117 ---------- ELECTRONIC EQUIPMENT & INSTRUMENTS (0.0%) 3,740 Keysight Technologies, Inc.* 115 ---------- ================================================================================ 18 | USAA CORNERSTONE MODERATE FUND ================================================================================ --------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) --------------------------------------------------------------------------------------------------- ELECTRONIC MANUFACTURING SERVICES (0.0%) 7,570 Jabil Circuit, Inc. $ 194 2,540 Methode Electronics, Inc. 92 2,730 Plexus Corp.* 101 ---------- 387 ---------- INTERNET SOFTWARE & SERVICES (0.8%) 8,860 Alphabet, Inc. "A"* 6,759 17,700 Facebook, Inc. "A"* 1,845 2,870 J2 Global, Inc. 231 ---------- 8,835 ---------- SEMICONDUCTOR EQUIPMENT (0.1%) 44,800 Applied Materials, Inc. 841 1,930 Cabot Microelectronics Corp.* 81 2,430 MKS Instruments, Inc. 90 3,050 Tessera Technologies, Inc. 97 ---------- 1,109 ---------- SEMICONDUCTORS (0.1%) 14,990 Intel Corp. 521 38,900 Micron Technology, Inc.* 620 ---------- 1,141 ---------- SYSTEMS SOFTWARE (1.1%) 161,280 Microsoft Corp. 8,765 81,600 Oracle Corp. 3,180 ---------- 11,945 ---------- TECHNOLOGY DISTRIBUTORS (0.1%) 3,030 Arrow Electronics, Inc.* 171 3,290 Avnet, Inc. 149 1,230 ePlus, Inc.* 109 4,930 Ingram Micro, Inc. "A" 153 1,340 SYNNEX Corp. 126 1,810 Tech Data Corp.* 122 ---------- 830 ---------- TECHNOLOGY HARDWARE, STORAGE, & PERIPHERALS (0.7%) 34,030 Apple, Inc. 4,026 169,200 HP, Inc. 2,122 15,400 Seagate Technology plc 553 16,500 Western Digital Corp. 1,030 ---------- 7,731 ---------- Total Information Technology 46,616 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 19 ================================================================================ --------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) --------------------------------------------------------------------------------------------------- MATERIALS (0.8%) ---------------- COMMODITY CHEMICALS (0.1%) 8,200 LyondellBasell Industries N.V. "A" $ 786 ---------- DIVERSIFIED CHEMICALS (0.3%) 265,500 Huntsman Corp. 3,324 ---------- DIVERSIFIED METALS & MINING (0.2%) 1,240 Compass Minerals International, Inc. 104 215,500 Freeport-McMoRan, Inc. 1,763 ---------- 1,867 ---------- METAL & GLASS CONTAINERS (0.0%) 1,510 AptarGroup, Inc. 113 ---------- PAPER PACKAGING (0.1%) 31,640 Bemis Co., Inc. 1,491 2,200 Sonoco Products Co. 96 ---------- 1,587 ---------- PAPER PRODUCTS (0.0%) 5,030 KapStone Paper & Packaging Corp. 122 ---------- SPECIALTY CHEMICALS (0.1%) 3,570 Albemarle Corp. 191 1,780 Innospec, Inc. 104 1,940 Stepan Co. 101 2,860 Valspar Corp. 242 ---------- 638 ---------- STEEL (0.0%) 2,400 Reliance Steel & Aluminum Co. 141 ---------- Total Materials 8,578 ---------- TELECOMMUNICATION SERVICES (0.4%) --------------------------------- INTEGRATED TELECOMMUNICATION SERVICES (0.4%) 85,389 Verizon Communications, Inc. 3,881 ---------- UTILITIES (0.6%) ---------------- ELECTRIC UTILITIES (0.6%) 2,260 ALLETE, Inc. 115 26,000 American Electric Power Co., Inc. 1,456 56,800 Edison International 3,372 11,500 NextEra Energy, Inc. 1,148 5,420 OGE Energy Corp. 142 ---------- 6,233 ---------- ================================================================================ 20 | USAA CORNERSTONE MODERATE FUND ================================================================================ --------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) --------------------------------------------------------------------------------------------------- GAS UTILITIES (0.0%) 3,300 Laclede Group, Inc. $ 192 5,780 South Jersey Industries, Inc. 133 ---------- 325 ---------- INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (0.0%) 11,800 Talen Energy Corp.* 92 ---------- MULTI-UTILITIES (0.0%) 3,080 Avista Corp. 107 2,760 NorthWestern Corp. 150 ---------- 257 ---------- Total Utilities 6,907 ---------- Total Common Stocks (cost: $213,412) 241,999 ---------- PREFERRED STOCKS (2.1%) CONSUMER STAPLES (1.0%) ----------------------- AGRICULTURAL PRODUCTS (1.0%) 161,682 CHS, Inc., Series B, 7.88%, cumulative redeemable, perpetual 4,668 58,000 Dairy Farmers of America, Inc., 7.88%, cumulative redeemable, 6,086 perpetual(b) ---------- 10,754 ---------- Total Consumer Staples 10,754 ---------- ENERGY (0.7%) ------------- OIL & GAS EXPLORATION & PRODUCTION (0.1%) 4,900 Chesapeake Energy Corp., 5.75%, perpetual(b) 1,335 ---------- OIL & GAS STORAGE & TRANSPORTATION (0.6%) 2,050 Kinder Morgan G.P., Inc., 4.13%, cumulative redeemable(b) 1,910 156,338 NuStar Logistics, LP, 7.63% 3,918 ---------- 5,828 ---------- Total Energy 7,163 ---------- FINANCIALS (0.4%) ----------------- LIFE & HEALTH INSURANCE (0.4%) 167,198 Delphi Financial Group, Inc., 7.38%, cumulative redeemable 4,149 ---------- REINSURANCE (0.0%) 1,500 American Overseas Group Ltd., 7.50%, non-cumulative, perpetual, acquired 1/23/2007 - 3/09/2007; cost $1,533*(c),(d) 375 ---------- Total Financials 4,524 ---------- Total Preferred Stocks (cost: $24,679) 22,441 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 21 ================================================================================ --------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) --------------------------------------------------------------------------------------------------- EXCHANGE-TRADED FUNDS (5.1%) 114,900 iShares Core S&P 500 ETF $ 24,114 18,610 iShares Core U.S. Aggregate Bond ETF 2,025 114,500 PowerShares DB Commodity Index Tracking Fund* 1,625 69,530 Vanguard S&P 500 ETF 13,302 136,600 Vanguard Small-Cap Value ETF 14,292 ---------- Total Exchange-Traded Funds (cost: $54,516) 55,358 ---------- FIXED-INCOME EXCHANGE-TRADED FUNDS (1.7%) 74,380 iShares 20+ Year Treasury Bond ETF 9,033 67,900 iShares 7-10 Year Treasury Bond ETF 7,225 25,400 Vanguard Total Bond Market ETF 2,065 ---------- Total Fixed-Income Exchange-Traded Funds (cost: $18,247) 18,323 ---------- Total U.S. Equity Securities (cost: $310,854) 338,121 ---------- INTERNATIONAL EQUITY SECURITIES (21.7%) COMMON STOCKS (0.9%) ENERGY (0.4%) ------------- INTEGRATED OIL & GAS (0.4%) 77,200 Royal Dutch Shell plc ADR "A" 3,842 ---------- FINANCIALS (0.1%) ----------------- PROPERTY & CASUALTY INSURANCE (0.1%) 41,500 XL Group plc 1,584 ---------- HEALTH CARE (0.2%) ------------------ PHARMACEUTICALS (0.2%) 14,500 Novartis AG ADR 1,236 35,000 Roche Holdings Ltd. ADR 1,172 ---------- 2,408 ---------- Total Health Care 2,408 ---------- INFORMATION TECHNOLOGY (0.2%) ----------------------------- SEMICONDUCTORS (0.2%) 23,128 NXP Semiconductors N.V.* 2,162 ---------- Total Common Stocks (cost: $9,499) 9,996 ---------- EXCHANGE-TRADED FUNDS (20.8%) 82,387 EGShares Emerging Markets Consumer ETF 1,897 992,460 iShares Core MSCI EAFE ETF 55,419 537,500 iShares Core MSCI Emerging Markets ETF 22,236 ================================================================================ 22 | USAA CORNERSTONE MODERATE FUND ================================================================================ --------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) --------------------------------------------------------------------------------------------------- 202,100 iShares Currency Hedged MSCI EAFE ETF $ 5,408 821,897 iShares MSCI EAFE ETF 49,848 90,600 iShares MSCI EAFE Minimum Volatility ETF 5,907 437,890 iShares MSCI Japan ETF 5,425 57,438 iShares MSCI Turkey ETF 2,200 172,000 PowerShares FTSE RAFI Developed Markets ex-U.S. Portfolio 6,496 268,000 PowerShares FTSE RAFI Emerging Markets Portfolio 3,991 26,600 SPDR S&P China ETF 2,049 34,497 SPDR S&P Emerging Markets SmallCap ETF 1,342 17,960 Vanguard FTSE All-World ex-US ETF 806 434,000 Vanguard FTSE Developed Markets ETF 16,384 342,800 Vanguard FTSE Europe ETF 17,630 11,240 Vanguard Total Stock Market ETF 1,204 55,946 WisdomTree Emerging Markets High Dividend Fund 1,878 59,797 WisdomTree Emerging Markets SmallCap Dividend Fund 2,166 90,400 WisdomTree Europe Hedged Equity Fund 5,690 223,351 WisdomTree India Earnings Fund 4,434 209,700 WisdomTree Japan Hedged Equity Fund 11,536 ---------- Total Exchange-Traded Funds (cost: $229,774) 223,946 ---------- Total International Equity Securities (cost: $239,273) 233,942 ---------- PRECIOUS METALS AND COMMODITY-RELATED SECURITIES (0.9%) GOLD (0.0%) NORTH AMERICAN GOLD COMPANIES (0.0%) 110,164 Hycroft Mining Corp., acquired 9/22/2014 - 06/09/2015; cost $3,919*(c),(d) 83 ---------- EXCHANGE-TRADED FUNDS (0.9%) 65,300 First Trust Global Tactical Commodity Strategy Fund* 1,358 69,416 iShares Silver Trust* 933 81,400 Market Vectors Gold Miners ETF 1,120 141,800 United States Commodity Index Fund* 5,737 ---------- Total Exchange-Traded Funds (cost: $11,125) 9,148 ---------- Total Precious Metals and Commodity-Related Securities (cost: $15,044) 9,231 ---------- GLOBAL REAL ESTATE EQUITY SECURITIES (1.0%) COMMON STOCKS (0.2%) REAL ESTATE SERVICES (0.0%) 1,610 Jones Lang LaSalle, Inc. 267 ---------- REITs - DIVERSIFIED (0.1%) 4,500 PS Business Parks, Inc. 398 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 23 ================================================================================ --------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) --------------------------------------------------------------------------------------------------- REITs - HEALTH CARE (0.0%) 11,610 Care Capital Properties, Inc. $ 368 ---------- REITs - RETAIL (0.0%) 3,980 Taubman Centers, Inc. 286 ---------- REITs - SPECIALIZED (0.1%) 12,800 Corrections Corp. of America 330 7,020 Lamar Advertising Co. 410 ---------- Total REITs - Specialized 740 ---------- Total Common Stocks (cost: $2,130) 2,059 ---------- PREFERRED STOCKS (0.2%) REITs - MORTGAGE (0.1%) 24,000 Arbor Realty Trust, Inc., 7.38% 594 ---------- REITs - OFFICE (0.1%) 58,254 Equity Commonwealth, Series E, 7.25%, cumulative redeemable, perpetual 1,496 ---------- Total Preferred Stocks (cost: $1,907) 2,090 ---------- EXCHANGE-TRADED FUNDS (0.6%) 79,430 Vanguard REIT ETF (cost: $6,069) 6,306 ---------- Total Global Real Estate Equity Securities (cost: $10,106) 10,455 ---------- --------------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT COUPON (000) RATE MATURITY --------------------------------------------------------------------------------------------------- BONDS (40.4%) CORPORATE OBLIGATIONS (16.4%) CONSUMER DISCRETIONARY (0.3%) ----------------------------- DEPARTMENT STORES (0.1%) $ 597 J.C. Penney Corp., Inc.(e) 6.00% 5/22/2018 593 ---------- PUBLISHING (0.1%) 725 Cengage Learning Acquisitions, Inc.(e) 7.00 3/31/2020 715 ---------- SPECIALTY STORES (0.1%) 1,000 Guitar Center, Inc.(b) 6.50 4/15/2019 915 700 Toys R Us Property Co. II, LLC 8.50 12/01/2017 660 ---------- 1,575 ---------- Total Consumer Discretionary 2,883 ---------- ================================================================================ 24 | USAA CORNERSTONE MODERATE FUND ================================================================================ --------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) --------------------------------------------------------------------------------------------------- CONSUMER STAPLES (0.1%) ----------------------- PACKAGED FOODS & MEAT (0.1%) $ 1,500 JM Smucker Co. 4.38% 3/15/2045 $ 1,469 ---------- ENERGY (2.2%) ------------- OIL & GAS DRILLING (0.0%) 1,407 Schahin II Finance Co. SPV Ltd.(b),(f) 5.88 9/25/2023 303 ---------- OIL & GAS EXPLORATION & PRODUCTION (0.1%) 1,000 Newfield Exploration Co. 5.38 1/01/2026 917 ---------- OIL & GAS STORAGE & TRANSPORTATION (2.1%) 5,700 DCP Midstream, LLC(b) 5.85 5/21/2043 4,531 2,950 Enbridge Energy Partners, LP 7.38 10/15/2045 3,022 3,059 Enbridge Energy Partners, LP 8.05 10/01/2077 2,731 7,300 Energy Transfer Partners, LP 3.35(g) 11/01/2066 5,073 4,000 Enterprise Products Operating, LLC 7.00 6/01/2067 3,570 800 Martin Midstream Partners, LP 7.25 2/15/2021 763 1,000 Southern Union Co. 3.35(g) 11/01/2066 605 2,500 TEPPCO Partners, LP 7.00 6/01/2067 2,194 ---------- 22,489 ---------- Total Energy 23,709 ---------- FINANCIALS (9.5%) ----------------- ASSET MANAGEMENT & CUSTODY BANKS (0.6%) 6,000 Prospect Capital Corp. 5.00 7/15/2019 6,086 ---------- DIVERSIFIED BANKS (0.2%) 2,100 JPMorgan Chase Capital XIII 1.28(g) 9/30/2034 1,756 ---------- LIFE & HEALTH INSURANCE (1.5%) 5,500 Lincoln National Corp. 7.00(g) 5/17/2066 4,551 2,000 Lincoln National Corp. 6.05 4/20/2067 1,645 4,000 Prudential Financial, Inc. 5.63 6/15/2043 4,170 1,000 Prudential Financial, Inc. 5.20 3/15/2044 996 6,150 StanCorp Financial Group, Inc. 6.90 6/01/2067 5,274 ---------- 16,636 ---------- MULTI-LINE INSURANCE (1.4%) 7,000 Genworth Holdings, Inc. 6.15 11/15/2066 2,695 8,300 Glen Meadow Pass-Through Trust(b) 6.51 2/12/2067 7,159 5,670 Nationwide Mutual Insurance Co.(b) 2.63(g) 12/15/2024 5,447 ---------- 15,301 ---------- MULTI-SECTOR HOLDINGS (0.3%) 3,000 BNSF Funding Trust I 6.61 12/15/2055 3,368 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 25 ================================================================================ --------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) --------------------------------------------------------------------------------------------------- OTHER DIVERSIFIED FINANCIAL SERVICES (0.3%) $ 3,000 GE Capital Trust I 6.38% 11/15/2067 $ 3,201 ---------- PROPERTY & CASUALTY INSURANCE (2.9%) 5,000 Allstate Corp. 5.75 8/15/2053 5,185 5,800 AmTrust Financial Services, Inc. 6.13 8/15/2023 6,096 4,875 HSB Group, Inc.(d) 1.23(g) 7/15/2027 3,656 4,530 Ironshore Holdings, Inc.(b) 8.50 5/15/2020 5,247 9,600 Oil Insurance Ltd.(b) 3.31(g) -(h) 8,544 2,500 Travelers Companies, Inc. 6.25 3/15/2067 2,563 ---------- 31,291 ---------- REAL ESTATE DEVELOPMENT (0.1%) 800 Forestar USA Real Estate Group, Inc.(b) 8.50 6/01/2022 805 ---------- REGIONAL BANKS (1.9%) 1,000 Allfirst Preferred Capital Trust 1.82(g) 7/15/2029 862 600 Compass Bank 6.40 10/01/2017 637 2,000 Compass Bank 3.88 4/10/2025 1,863 4,000 Cullen/Frost Capital Trust II 1.87(g) 3/01/2034 3,553 2,850 First Maryland Capital Trust I 1.32(g) 1/15/2027 2,412 2,500 First Tennessee Bank, N.A. 5.65 4/01/2016 2,536 2,000 Huntington Capital Trust II "B" 0.96(g) 6/15/2028 1,682 2,000 Manufacturers & Traders Trust Co. 5.63 12/01/2021 1,990 6,000 SunTrust Capital I 1.03(g) 5/15/2027 4,995 ---------- 20,530 ---------- REINSURANCE (0.1%) 1,500 Alterra USA Holdings Ltd.(b) 7.20 4/14/2017 1,587 ---------- THRIFTS & MORTGAGE FINANCE (0.2%) 1,000 Ocwen Financial Corp.(b) 6.63 5/15/2019 905 1,200 Walter Investment Management Corp. 7.88 12/15/2021 954 ---------- 1,859 ---------- Total Financials 102,420 ---------- HEALTH CARE (0.1%) ------------------ PHARMACEUTICALS (0.1%) 1,000 Valeant Pharmaceuticals International, Inc.(b) 6.38 10/15/2020 921 ---------- INDUSTRIALS (0.5%) ------------------ AEROSPACE & DEFENSE (0.0%) 500 Constellis Holdings, LLC & Constellis Finance Corp.(b) 9.75 5/15/2020 417 ---------- AIRLINES (0.1%) 590 America West Airlines, Inc. Pass-Through Trust (INS) 7.93 7/02/2020 634 ---------- ================================================================================ 26 | USAA CORNERSTONE MODERATE FUND ================================================================================ --------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) --------------------------------------------------------------------------------------------------- ELECTRICAL COMPONENTS & EQUIPMENT (0.0%) $ 500 Artesyn Embedded Technologies, Inc.(b) 9.75% 10/15/2020 $ 474 ---------- MARINE (0.1%) 800 Navios Maritime Holdings, Inc.(b) 7.38 1/15/2022 603 ---------- TRADING COMPANIES & DISTRIBUTORS (0.3%) 1,000 ILFC E-Capital Trust I(b) 4.57(g) 12/21/2065 947 2,000 ILFC E-Capital Trust II(b) 6.25(g) 12/21/2065 1,890 ---------- 2,837 ---------- Total Industrials 4,965 ---------- INFORMATION TECHNOLOGY (0.1%) ----------------------------- SYSTEMS SOFTWARE (0.1%) 600 Ensemble S Merger Sub, Inc.(b) 9.00 9/30/2023 598 600 Informatica, LLC(b) 7.13 7/15/2023 577 ---------- 1,175 ---------- Total Information Technology 1,175 ---------- MATERIALS (0.3%) ---------------- DIVERSIFIED METALS & MINING (0.3%) 5,250 Freeport-McMoRan, Inc. 5.45 3/15/2043 3,321 ---------- TELECOMMUNICATION SERVICES (0.7%) -------------------------------- INTEGRATED TELECOMMUNICATION SERVICES (0.5%) 500 CenturyLink, Inc. 7.65 3/15/2042 405 5,000 Frontier Communications Corp.(b) 11.00 9/15/2025 4,913 300 GCI, Inc. 6.88 4/15/2025 312 ---------- 5,630 ---------- WIRELESS TELECOMMUNICATION SERVICES (0.2%) 2,100 Sprint Corp. 7.13 6/15/2024 1,617 ---------- Total Telecommunication Services 7,247 ---------- UTILITIES (2.6%) ---------------- ELECTRIC UTILITIES (0.8%) 2,800 NextEra Energy Capital Holdings, Inc. 6.35 10/01/2066 2,191 1,750 NextEra Energy Capital Holdings, Inc. 6.65 6/15/2067 1,404 2,150 NextEra Energy Capital Holdings, Inc. 7.30 9/01/2067 2,113 3,312 PPL Capital Funding, Inc. 6.70 3/30/2067 2,733 1,869 Texas Competitive Electric Holdings Co., LLC(e) 4.68 10/10/2017 641 ---------- 9,082 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 27 ================================================================================ --------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) --------------------------------------------------------------------------------------------------- MULTI-UTILITIES (1.8%) $ 2,500 Dominion Resources, Inc. 7.50% 6/30/2066 $ 2,179 2,900 Dominion Resources, Inc. 2.63(g) 9/30/2066 2,275 3,342 Integrys Holding, Inc. 6.11 12/01/2066 2,699 7,000 Puget Sound Energy, Inc. 6.97 6/01/2067 5,863 7,000 WEC Energy Group, Inc. 6.25 5/15/2067 5,775 ---------- 18,791 ---------- Total Utilities 27,873 ---------- Total Corporate Obligations (cost: $181,759) 175,983 ---------- CONVERTIBLE SECURITIES (0.0%) MATERIALS (0.0%) ---------------- GOLD (0.0%) 238 Hycroft Mining Corp.(d),(j) 15.00 10/22/2020 274 ---------- Total Convertible Securities (cost: $228) 274 ---------- EURODOLLAR AND YANKEE OBLIGATIONS (5.0%) CONSUMER DISCRETIONARY (0.0%) ----------------------------- CABLE & SATELLITE (0.0%) 500 Neptune Finco Corp.(b) 10.88 10/15/2025 530 ---------- ENERGY (0.5%) ------------- OIL & GAS STORAGE & TRANSPORTATION (0.5%) 5,544 TransCanada PipeLines Ltd. 6.35 5/15/2067 4,532 600 TransCanada Trust 5.63 5/20/2075 573 ---------- 5,105 ---------- Total Energy 5,105 ---------- FINANCIALS (1.9%) ----------------- DIVERSIFIED BANKS (0.4%) 900 Barclays Bank plc(b) 7.70 -(h) 986 1,000 LBI hf, acquired 10/12/2007; cost $1,000(b),(c),(d),(f) 7.43 -(h) - 5,800 Lloyds Bank plc 0.69(g) -(h) 3,545 ---------- 4,531 ---------- LIFE & HEALTH INSURANCE (0.5%) 4,750 Great-West Life & Annuity Insurance Capital, LP(b) 7.15(g) 5/16/2046 4,791 ---------- PROPERTY & CASUALTY INSURANCE (0.6%) 6,130 QBE Capital Funding III Ltd.(b) 7.25 5/24/2041 6,812 ---------- REGIONAL BANKS (0.0%) 2,000 Glitnir Banki hf, acquired 9/11/2006 - 10/18/2006; cost $2,034(b),(c),(d),(f) 7.45 -(h) - ---------- ================================================================================ 28 | USAA CORNERSTONE MODERATE FUND ================================================================================ --------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) --------------------------------------------------------------------------------------------------- REINSURANCE (0.4%) $ 4,000 Swiss Re Capital I, LP(b) 6.85%(g) -(h) $ 4,063 ---------- Total Financials 20,197 ---------- GOVERNMENT (0.3%) ----------------- FOREIGN GOVERNMENT (0.3%) 2,620 Italy Government International Bond 5.38 6/15/2033 3,011 ---------- MATERIALS (1.3%) ---------------- COMMODITY CHEMICALS (0.2%) 3,000 Braskem Finance Ltd. 6.45 2/03/2024 2,778 ---------- DIVERSIFIED METALS & MINING (0.1%) 800 Vedanta Resources plc(b) 6.00 1/31/2019 612 ---------- GOLD (1.0%) 5,600 Kinross Gold Corp. 5.95 3/15/2024 4,420 4,285 Newcrest Finance Proprietary Ltd.(b) 4.45 11/15/2021 3,991 2,200 St. Barbara Ltd.(b) 8.88 4/15/2018 2,112 ---------- 10,523 ---------- Total Materials 13,913 ---------- UTILITIES (1.0%) ---------------- ELECTRIC UTILITIES (1.0%) 4,500 Electricite De France S.A.(b) 5.25 -(h) 4,365 5,700 Enel S.p.A.(b) 8.75 9/24/2073 6,569 ---------- 10,934 ---------- INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (0.0%) 300 AES Gener S.A.(b) 8.38 12/18/2073 309 ---------- Total Utilities 11,243 ---------- Total Eurodollar and Yankee Obligations (cost: $57,981) 53,999 ---------- ASSET-BACKED SECURITIES (0.2%) FINANCIALS (0.2%) ----------------- ASSET-BACKED FINANCING (0.2%) 2,000 SLC Student Loan Trust 0.77(g) 7/15/2036 1,733 559 SLM Student Loan Trust 0.87(g) 10/25/2038 483 ---------- 2,216 ---------- Total Financials 2,216 ---------- Total Asset-Backed Securities (cost: $1,966) 2,216 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 29 ================================================================================ --------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) --------------------------------------------------------------------------------------------------- COLLATERALIZED MORTGAGE OBLIGATIONS (0.3%) FINANCIALS (0.3%) ----------------- $ 428 Sequoia Mortgage Trust 1.11%(g) 9/20/2033 $ 378 2,778 Structured Asset Mortgage Investments, Inc. 0.70(g) 7/19/2035 2,551 458 Wells Fargo Mortgage Backed Securities Trust 2.69(g) 4/25/2035 433 ---------- Total Financials 3,362 ---------- Total Collateralized Mortgage Obligations (cost: $3,386) 3,362 ---------- COMMERCIAL MORTGAGE SECURITIES (7.1%) FINANCIALS (7.1%) ----------------- COMMERCIAL MORTGAGE-BACKED SECURITIES (7.1%) 1,000 Banc of America Commercial Mortgage, Inc. 5.52 11/10/2042 999 3,238 Banc of America Commercial Mortgage, Inc. 6.04 7/10/2044 3,279 3,000 Banc of America Commercial Mortgage, Inc. 6.03 5/10/2045 3,024 1,000 Banc of America Commercial Mortgage, Inc. 5.42 10/10/2045 1,016 4,000 Banc of America Commercial Mortgage, Inc. 6.47 2/10/2051 4,090 2,000 BCRR Trust(b) 5.86 7/17/2040 2,096 2,000 Bear Stearns Commercial Mortgage Securities, Inc. 5.21 2/11/2041 1,998 4,034 Bear Stearns Commercial Mortgage Securities, Inc.(b) 5.66 9/11/2041 3,971 900 Bear Stearns Commercial Mortgage Securities, Inc. 5.60 10/12/2041 902 299 Bear Stearns Commercial Mortgage Securities, Inc. 4.99 9/11/2042 299 900 Citigroup Commercial Mortgage Trust 5.99 3/15/2049 911 400 Citigroup Commercial Mortgage Trust 6.35 12/10/2049 364 3,000 Commercial Mortgage Loan Trust 6.23 12/10/2049 2,986 3,000 Commercial Mortgage Trust 5.38 12/10/2046 2,986 1,000 Commercial Mortgage Trust(b) 5.54 12/11/2049 1,034 7,400 Credit Suisse Commercial Mortgage Pass-Through Trust 0.39 2/15/2040 6,725 3,600 GE Capital Commercial Mortgage Corp. 5.60 11/10/2045 3,587 1,900 GE Capital Commercial Mortgage Corp. 5.61 12/10/2049 1,963 1,026 GMAC Commercial Mortgage Securities, Inc. 4.97 12/10/2041 1,042 500 GMAC Commercial Mortgage Securities, Inc. 4.98 12/10/2041 514 644 GMAC Commercial Mortgage Securities, Inc. 4.81 5/10/2043 632 2,850 GS Mortgage Securities Trust 5.76 4/10/2038 2,854 3,210 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.57 4/15/2043 3,231 1,000 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.75 12/15/2044 998 1,000 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.75 12/15/2044 998 4,500 J.P. Morgan Chase Commercial Mortgage Securities Corp. 6.10 4/15/2045 4,185 ================================================================================ 30 | USAA CORNERSTONE MODERATE FUND ================================================================================ --------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) --------------------------------------------------------------------------------------------------- $ 3,000 J.P. Morgan Chase Commercial Mortgage Securities Corp. 5.37% 5/15/2047 $ 3,063 900 LB-UBS Commercial Mortgage Trust 5.28 2/15/2041 900 455 Merrill Lynch Mortgage Trust 5.67 7/12/2038 455 400 Merrill Lynch Mortgage Trust 5.70 7/12/2038 399 4,000 Merrill Lynch Mortgage Trust 5.86 5/12/2039 4,016 208 Merrill Lynch Mortgage Trust 5.01 10/12/2041 208 1,000 ML-CFC Commercial Mortgage Trust 5.42 8/12/2048 1,034 1,500 ML-CFC Commercial Mortgage Trust 6.07 8/12/2049 1,520 460 ML-CFC Commercial Mortgage Trust 5.86 9/12/2049 486 4,150 Morgan Stanley Capital I Trust 5.39 11/14/2042 4,145 800 Morgan Stanley Capital I Trust 5.69 3/12/2044 797 3,150 Wachovia Bank Commercial Mortgage Trust 5.90 5/15/2043 3,179 ---------- 76,886 ---------- Total Financials 76,886 ---------- Total Commercial Mortgage Securities (cost: $74,125) 76,886 ---------- U.S. GOVERNMENT AGENCY ISSUES (0.5%)(I) COMMERCIAL MORTGAGE-BACKED SECURITIES (0.5%) 5,000 Freddie Mac(+) 3.51 4/25/2030 5,188 ---------- Total U.S. Government Agency Issues (cost: $5,098) 5,188 ---------- U.S. TREASURY SECURITIES (10.9%) BONDS (10.3%) 18,250 2.67%, 8/15/2044 (STRIPS Principal)(k) 7,435 8,000 3.00%, 11/15/2044 7,998 40,700 3.00%, 5/15/2045 40,671 10,800 3.12%, 5/15/2045 (STRIPS Principal)(k) 4,261 49,500 3.13%, 8/15/2044 50,759 ---------- 111,124 ---------- NOTES (0.6%) 2,000 2.25%, 11/15/2024 2,010 4,500 2.38%, 8/15/2024 4,571 ---------- 6,581 ---------- Total U.S. Treasury Securities (cost: $117,039) 117,705 ---------- Total Bonds (cost: $441,582) 435,613 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 31 ================================================================================ --------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) --------------------------------------------------------------------------------------------------- MONEY MARKET INSTRUMENTS (4.0%) COMMERCIAL PAPER (1.4%) ENERGY (0.3%) ------------- OIL & GAS DRILLING (0.3%) $ 3,156 Nabors Industries, Inc.(b),(l) 0.43% 12/03/2015 $ 3,156 ---------- INFORMATION TECHNOLOGY (0.7%) ----------------------------- ELECTRONIC COMPONENTS (0.7%) 7,768 Amphenol Corp.(b),(l) 0.40 12/02/2015 7,768 ---------- UTILITIES (0.4%) ---------------- MULTI-UTILITIES (0.4%) 3,684 Delmarva Power & Lighting Co. 0.32 12/01/2015 3,684 ---------- Total Commercial Paper 14,608 ---------- --------------------------------------------------------------------------------------------------- NUMBER OF SHARES --------------------------------------------------------------------------------------------------- MONEY MARKET FUNDS (2.6%) 28,037,776 State Street Institutional Liquid Reserves Fund Premier Class, 0.15%(a) 28,038 ---------- Total Money Market Instruments (cost: $42,646) 42,646 ---------- TOTAL INVESTMENTS (COST: $1,059,505) $1,070,008 ========== ================================================================================ 32 | USAA CORNERSTONE MODERATE FUND ================================================================================ ------------------------------------------------------------------------------------------------------------------ ($ IN 000s) VALUATION HIERARCHY ------------------------------------------------------------------------------------------------------------------ (LEVEL 1) (LEVEL 2) (LEVEL 3) QUOTED PRICES OTHER SIGNIFICANT SIGNIFICANT IN ACTIVE MARKETS OBSERVABLE UNOBSERVABLE ASSETS FOR IDENTICAL ASSETS INPUTS INPUTS TOTAL ------------------------------------------------------------------------------------------------------------------ U.S. Equity Securities: Common Stocks $241,999 $ - $ - $ 241,999 Preferred Stocks - 22,066 375 22,441 Exchange-Traded Funds 55,358 - - 55,358 Fixed-Income Exchange- Traded Funds 18,323 - - 18,323 International Equity Securities: Common Stocks 9,996 - - 9,996 Exchange-Traded Funds 223,946 - - 223,946 Precious Metals and Commodity- Related Securities: Gold - - 83 83 Exchange-Traded Funds 9,148 - - 9,148 Global Real Estate Equity Securities: Common Stocks 2,059 - - 2,059 Preferred Stocks - 2,090 - 2,090 Exchange-Traded Funds 6,306 - - 6,306 Bonds: Corporate Obligations - 172,327 3,656 175,983 Convertible Securities - - 274 274 Eurodollar and Yankee Obligations - 53,999 - 53,999 Asset-Backed Securities - 2,216 - 2,216 Collateralized Mortgage Obligations - 3,362 - 3,362 Commercial Mortgage Securities - 76,886 - 76,886 U.S. Government Agency Issues - 5,188 - 5,188 U.S. Treasury Securities 106,009 11,696 - 117,705 Money Market Instruments: Commercial Paper - 14,608 - 14,608 Money Market Funds 28,038 - - 28,038 ------------------------------------------------------------------------------------------------------------------ Total $701,182 $364,438 $4,388 $1,070,008 ------------------------------------------------------------------------------------------------------------------ Refer to the Portfolio of Investments for additional industry, country, or geographic region classifications. ================================================================================ PORTFOLIO OF INVESTMENTS | 33 ================================================================================ Reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value: ------------------------------------------------------------------------------------------------------------------ COMMON PREFERRED CONVERTIBLE CORPORATE STOCKS STOCKS SECURITIES OBLIGATIONS ------------------------------------------------------------------------------------------------------------------ Balance as of May 31, 2015 $ - $375 $ - $3,318 Purchases 3,919 - 228 - Sales - - - (202) Transfers into Level 3 - - - - Transfers out of Level 3 - - - - Net realized gain (loss) on investments - - - - Change in net unrealized appreciation/ (depreciation) of investments (3,836) - 46 540 ------------------------------------------------------------------------------------------------------------------ Balance as of November 30, 2015 $ 83 $375 $274 $3,656 ------------------------------------------------------------------------------------------------------------------ For the period of June 1, 2015, through November 30, 2015, there were no transfers of securities between levels. The Fund's policy is to recognize any transfers into and out of the levels as of the beginning of the period in which the event or circumstance that caused the transfer occurred. ================================================================================ 34 | USAA CORNERSTONE MODERATE FUND ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------- o GENERAL NOTES Market values of securities are determined by procedures and practices discussed in Note 1A 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 26.7% of net assets at November 30, 2015. 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 EURODOLLAR AND YANKEE OBLIGATIONS - Eurodollar obligations are U.S. 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. 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, ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 35 ================================================================================ 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 the date the final principal payment will be made for the last outstanding loans in the pool. The weighted average life is the average time for principal to be repaid, which is calculated by assuming prepayment rates of the underlying loans. The weighted average life is likely to be substantially shorter than the stated final maturity as a result of scheduled principal payments and unscheduled principal prepayments. Stated interest rates on commercial mortgage-backed securities may change slightly over time as underlying mortgages pay down. 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. o PORTFOLIO ABBREVIATIONS AND DESCRIPTIONS 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 STRIPS Separate trading of registered interest and principal of securities 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. ================================================================================ 36 | 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) Rate represents the money market fund annualized seven-day yield at November 30, 2015. (b) 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. (c) Security deemed illiquid by the Manager, under liquidity guidelines approved by the Board. The aggregate market value of these securities at November 30, 2015, was $458,000, which represented less than 0.1% of the Fund's net assets. (d) Security was fair valued at November 30, 2015, by the Manager in accordance with valuation procedures approved by the Board. The total value of all such securities was $4,388,000, which represented 0.4% of the Fund's net assets. (e) 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 stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments. The interest rate is adjusted periodically, and the rate disclosed represents the current rate at November 30, 2015. The weighted average life of the loan is likely to be shorter than the stated final maturity date due to ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 37 ================================================================================ mandatory or optional prepayments. The loan is deemed liquid by the Manager, under liquidity guidelines approved by the Board, unless otherwise noted as illiquid. (f) At November 30, 2015, the issuer was in default with respect to interest and/or principal payments. (g) Variable-rate or floating-rate security - interest rate is adjusted periodically. The interest rate disclosed represents the rate at November 30, 2015. (h) Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future. (i) U.S. government agency issues - Mortgage-backed securities issued by certain U.S. Government Sponsored Enterprises (GSEs) such as the Government National Mortgage Association (GNMA or Ginnie Mae) and certain other U.S. government guaranteed securities are supported by the full faith and credit of the U.S. government. Securities issued by other GSEs, such as Freddie Mac (Federal Home Loan Mortgage Corporation or FHLMC) and Fannie Mae (Federal National Mortgage Association or FNMA), indicated with a "+", are supported only by the right of the GSE to borrow from the U.S. Treasury, the discretionary authority of the U.S. government to purchase the GSEs' obligations, or only by the credit of the issuing agency, instrumentality, or corporation, and are neither issued nor guaranteed by the U.S. Treasury. In September of 2008, the U.S. Treasury placed Fannie Mae and Freddie Mac under conservatorship and appointed the Federal Housing Finance Agency (FHFA) to act as conservator and oversee their daily operations. In addition, the U.S. Treasury entered into purchase agreements with Fannie Mae and Freddie Mac to provide them with capital in exchange for senior preferred stock. While these arrangements are intended to ensure that Fannie Mae and Freddie Mac can continue to meet their obligations, it is possible that actions by the U.S. Treasury, FHFA, or others could adversely impact the value of the Fund's investments in securities issued by Fannie Mae and Freddie Mac. ================================================================================ 38 | USAA CORNERSTONE MODERATE FUND ================================================================================ (j) Pay-in-kind (PIK) - security in which the issuer will have or has the option to make all or a portion of the interest or dividend payments in additional securities. (k) Zero-coupon security. Rate represents the effective yield at the date of purchase. (l) Commercial paper issued in reliance on the "private placement" exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (Section 4(2) Commercial Paper). 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. * Non-income-producing security. See accompanying notes to financial statements. ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 39 ================================================================================ STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) November 30, 2015 (unaudited) -------------------------------------------------------------------------------- ASSETS Investments in securities, at market value (cost of $1,059,505) $1,070,008 Cash 21 Cash denominated in foreign currencies (identified cost of $37) 34 Receivables: Capital shares sold 767 USAA Asset Management Company (Note 5C) 123 Dividends and interest 4,655 Securities sold 9,946 ---------- Total assets 1,085,554 ---------- LIABILITIES Payables: Securities purchased 6,225 Capital shares redeemed 606 Accrued management fees 587 Accrued transfer agent's fees 42 Other accrued expenses and payables 149 ---------- Total liabilities 7,609 ---------- Net assets applicable to capital shares outstanding $1,077,945 ========== NET ASSETS CONSIST OF: Paid-in capital $1,040,062 Accumulated undistributed net investment income 3,732 Accumulated net realized gain on investments and options 23,651 Net unrealized appreciation of investments 10,503 Net unrealized depreciation of foreign currency translations (3) ---------- Net assets applicable to capital shares outstanding $1,077,945 ========== Capital shares outstanding, unlimited number of shares authorized, no par value 74,330 ========== Net asset value, redemption price, and offering price per share $ 14.50 ========== See accompanying notes to financial statements. ================================================================================ 40 | USAA CORNERSTONE MODERATE FUND ================================================================================ STATEMENT OF OPERATIONS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited) -------------------------------------------------------------------------------- INVESTMENT INCOME Dividends (net of foreign taxes withheld of $20) $ 8,348 Interest 12,992 -------- Total income 21,340 -------- EXPENSES Management fees 3,830 Administration and servicing fees 825 Transfer agent's fees 1,435 Custody and accounting fees 123 Postage 70 Shareholder reporting fees 36 Trustees' fees 13 Registration fees 22 Professional fees 59 Other 10 -------- Total expenses 6,423 -------- Expenses reimbursed (923) -------- Net expenses 5,500 -------- NET INVESTMENT INCOME 15,840 -------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY, AND OPTIONS Net realized gain (loss) on: Unaffiliated transactions 17,913 Affiliated transactions (Note 7) (1) Foreign currency transactions (1) Options 35 Change in net unrealized appreciation/(depreciation) of: Investments (88,624) Foreign currency translations (2) Options 233 -------- Net realized and unrealized loss (70,447) -------- Decrease in net assets resulting from operations $(54,607) ======== See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 41 ================================================================================ STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited), and year ended May 31, 2015 ----------------------------------------------------------------------------------------------- 11/30/2015 5/31/2015 ----------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income $ 15,840 $ 27,485 Net realized gain on investments 17,912 29,138 Net realized gain on long-term capital gain distributions from other investment companies - 298 Net realized loss on foreign currency transactions (1) (582) Net realized gain (loss) on options 35 (2,041) Change in net unrealized appreciation/(depreciation) of: Investments (88,624) (21,730) Foreign currency translations (2) (1) Options 233 1,734 -------------------------------- Increase (decrease) in net assets resulting from operations (54,607) 34,301 -------------------------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income (14,752) (27,634) Net realized gains - (8,345) -------------------------------- Distributions to shareholders (14,752) (35,979) -------------------------------- FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold 73,538 200,636 Reinvested dividends 14,657 35,714 Cost of shares redeemed (91,689) (177,657) -------------------------------- Increase (decrease) in net assets from capital share transactions (3,494) 58,693 -------------------------------- Net increase (decrease) in net assets (72,853) 57,015 NET ASSETS Beginning of period 1,150,798 1,093,783 -------------------------------- End of period $1,077,945 $1,150,798 ================================ Accumulated undistributed net investment income: End of period $ 3,732 $ 2,644 ================================ CHANGE IN SHARES OUTSTANDING Shares sold 4,975 13,061 Shares issued for dividends reinvested 1,005 2,332 Shares redeemed (6,209) (11,567) -------------------------------- Increase (decrease) in shares outstanding (229) 3,826 ================================ See accompanying notes to financial statements. ================================================================================ 42 | USAA CORNERSTONE MODERATE FUND ================================================================================ NOTES TO FINANCIAL STATEMENTS November 30, 2015 (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 54 separate funds. Additionally, the Fund qualifies as a registered investment company under Accounting Standards Codification Topic 946. 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), an affiliate of the Fund. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 43 ================================================================================ Among other things, these monthly meetings include a review and analysis of back testing reports, pricing service quotation comparisons, illiquid securities and fair value determinations, pricing movements, and daily stale price monitoring. The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below: 1. Equity securities, including exchange-traded funds (ETFs), except as otherwise noted, traded primarily on a domestic securities exchange or the 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 many 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 need to be reflected in the value of the Fund's foreign securities. However, the Manager 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 Committee will consider such available information that it deems relevant and will determine a fair value for the affected foreign securities in accordance with valuation procedures. In addition, information from an external vendor or other sources may be used to ================================================================================ 44 | USAA CORNERSTONE MODERATE FUND ================================================================================ adjust the foreign market closing prices of foreign equity securities to reflect what the Committee 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, commingled, or other funds, other than ETFs, are valued at their NAV at the end of each business day. 4. Futures are valued at the last sale price at the close of market on the principal exchange on which they are traded or, in the absence of any transactions that day, the last sale price on the prior trading date if it is within the spread between the closing bid and asked prices closest to the last reported sale price. 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 asked 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. Short-term debt securities with original or remaining maturities of 60 days or less may be valued at amortized cost, provided that amortized cost represents the fair value of such securities. 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 value a security when, in the Service's judgment, these prices are readily available and are representative of the security's market value. For many securities, such prices are not readily available. The Service generally prices those securities based on methods which 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. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 45 ================================================================================ 9. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with 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, other pricing services, 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, evaluation of credit quality, 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 indexes. Level 2 securities include certain preferred stocks, which are valued based on methods discussed in Note 1A2, certain bonds, which are valued based on ================================================================================ 46 | USAA CORNERSTONE MODERATE FUND ================================================================================ methods discussed in Note 1A7, and commercial paper, which is valued at amortized cost. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement, including the Manager's own assumptions in determining the fair value. The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For the securities valued using significant unobservable inputs, market quotations were not available from the pricing services. As such, the securities were valued in good faith using methods determined by the Manager, under valuation procedures approved by the Board. The valuation of some securities falling in the Level 3 category are primarily supported by 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, 2015, did not include master netting provisions. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 47 ================================================================================ 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 ================================================================================ 48 | USAA CORNERSTONE MODERATE FUND ================================================================================ portfolio with index or ETF options is designed to provide the Fund with consistent returns over a wide range of equity market environments. This strategy may not fully protect the Fund against declines in the portfolio's value, and the Fund could experience a loss. Options on ETFs are similar to options on individual securities in that the holder of the ETF call (or put) has the right to receive (or sell) shares of the underlying ETF at the strike price on or before exercise date. Options on securities indexes are different from options on individual securities in that the holder of the index option has the right to receive an amount of cash equal to the difference between the exercise price and the settlement value of the underlying index as defined by the exchange. If an index option is exercised, the realized gain or loss is determined by the exercise price, the settlement value, and the premium amount paid or received. THE EFFECT OF DERIVATIVE INSTRUMENTS ON THE STATEMENT OF OPERATIONS FOR THE SIX-MONTH PERIOD ENDED NOVEMBER 30, 2015 (IN THOUSANDS) CHANGE IN UNREALIZED DERIVATIVES NOT APPRECIATION ACCOUNTED FOR AS STATEMENT OF REALIZED GAIN (DEPRECIATION) HEDGING INSTRUMENTS OPERATIONS LOCATION ON DERIVATIVES ON DERIVATIVES ------------------------------------------------------------------------------------------ Equity contracts Net realized gain (loss) on $35 $233 Options / Change in net unrealized appreciation/ (depreciation) of Options ----------------------------------------------------------------------------------------------- D. FEDERAL TAXES - The Fund's policy is to comply with the requirements of the Internal Revenue Code 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 49 ================================================================================ for long-term securities and the straight-line method for short-term securities. Foreign income and capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable, as a reduction to such income and realized gains. These foreign taxes have been provided for in accordance with the understanding of the applicable countries' tax rules and rates. 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 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. ================================================================================ 50 | USAA CORNERSTONE MODERATE FUND ================================================================================ 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, 2015, there were no custodian and other bank credits. I. INDEMNIFICATIONS - Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts that contain a variety of representations and warranties that provide general indemnifications. The Trust's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trust expects the risk of loss to be remote. J. USE OF ESTIMATES - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts in the financial statements. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 51 ================================================================================ (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 9.0 basis points of the amount of the committed loan agreement. Prior to September 30, 2015, the maximum annual facility fee was 7.0 basis points of the amount of the committed loan agreement. The facility fees are allocated among the USAA Funds based on their respective average net assets for the period. The USAA Funds may request an optional increase of the committed loan agreement up to $750 million. If the USAA Funds increase the committed loan agreement above the $500 million, the assessed facility fee by CAPCO will be increased to 10.0 basis points. For the six-month period ended November 30, 2015, 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, 2015. (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, 2016, 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. At May 31, 2015, the Fund had no capital loss carryforwards, for federal income tax purposes. ================================================================================ 52 | USAA CORNERSTONE MODERATE FUND ================================================================================ For the six-month period ended November 30, 2015, 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 the Fund's 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, 2015, were $318,490,000 and $342,715,000, respectively. As of November 30, 2015, 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, 2015, were $65,553,000 and $55,050,000, respectively, resulting in net unrealized appreciation of $10,503,000. For the six-month period ended November 30, 2015, transactions in written call and put options* were as follows: PREMIUMS NUMBER OF RECEIVED CONTRACTS (000'S) -------------------------------------------------------------------------------- Outstanding at May 31, 2015 230 $ 442 Options written - - Options terminated in closing purchase transactions (115) (276) Options expired (115) (166) ------------------------------- Outstanding at November 30, 2015 - $ - =============================== * Refer to Note 1C for a discussion of derivative instruments and how they are accounted for in the Fund's financial statements. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 53 ================================================================================ (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 six-month period ended November 30, 2015, the Fund had no subadviser(s). 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 0.70% of the Fund's average net assets. Prior to October 1, 2015, the base investment management fee was 0.75% of the Fund's average net assets. The performance adjustment is calculated monthly by comparing the Fund's performance over the performance period to that of the Lipper Balanced Funds Index. 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 current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment: OVER/UNDER PERFORMANCE RELATIVE TO INDEX ANNUAL ADJUSTMENT RATE (IN BASIS POINTS)(1) (IN BASIS POINTS)(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 ================================================================================ 54 | USAA CORNERSTONE MODERATE FUND ================================================================================ 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, 2015, the Fund incurred total management fees, paid or payable to the Manager, of $3,830,000, which included a (0.04)% performance adjustment of $(204,000). 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, 2015, the Fund incurred administration and servicing fees, paid or payable to the Manager, of $825,000. In addition to the services provided under its Administration and Servicing Agreement with the Fund, the Manager also provides certain compliance and legal services for the benefit of the Fund. The Board has approved the reimbursement of a portion of these expenses incurred by the Manager. For the six-month period ended November 30, 2015, the Fund reimbursed the Manager $14,000 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, 2016, 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 to reimburse the Fund for all expenses in excess of that amount. This expense limitation arrangement may not be changed or terminated through October 1, 2016, 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, 2015, the Fund incurred reimbursable expenses of $923,000, of which $123,000 was receivable from the Manager. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 55 ================================================================================ 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, 2015, the Fund incurred transfer agent's fees, paid or payable to SAS, of $1,435,000. 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 The Manager is indirectly wholly owned by United Services Automobile Association (USAA), a large, diversified financial services institution. Certain trustees and officers of the Fund are also directors, officers, and/or employees of the Manager. None of the affiliated trustees or Fund officers received any compensation from the Fund. (7) SECURITY TRANSACTIONS WITH AFFILIATED FUNDS During the six-month period ended November 30, 2015, 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/(LOSS) TO SELLER PURCHASER PURCHASER SELLER ------------------------------------------------------------------------------------------- USAA Cornerstone USAA Short-Term Moderate Bond $1,187,000 $(1,000) ================================================================================ 56 | 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 NOVEMBER 30, YEAR ENDED MAY 31, ---------------------------------------------------------------------------- 2015 2015 2014 2013 2012 2011 ---------------------------------------------------------------------------- Net asset value at beginning of period $ 15.43 $ 15.46 $ 14.49 $ 13.07 $ 14.29 $ 12.26 ---------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income .21 .37 .38 .40 .40 .38 Net realized and unrealized gain (loss) (.94) .10 .98 1.42 (1.22) 2.05 ---------------------------------------------------------------------------- Total from investment operations (.73) .47 1.36 1.82 (.82) 2.43 ---------------------------------------------------------------------------- Less distributions from: Net investment income (.20) (.38) (.39) (.40) (.40) (.40) Realized capital gains - (.12) - - - - ---------------------------------------------------------------------------- Total distributions (.20) (.50) (.39) (.40) (.40) (.40) ---------------------------------------------------------------------------- Net asset value at end of period $ 14.50 $ 15.43 $ 15.46 $ 14.49 $ 13.07 $ 14.29 ============================================================================ Total return (%)* (4.74) 3.10 9.60 14.17 (5.70) 20.21 Net assets at end of period (000) $1,077,945 $1,150,798 $1,093,783 $944,828 $766,037 $785,016 Ratios to average net assets:** Expenses (%)(a) 1.00(b) 1.00 1.00 1.00 1.00 1.00 Expenses, excluding reimbursements (%)(a) 1.17(b) 1.19 1.22 1.30 1.38 1.36 Net investment income (%) 2.88(b) 2.46 2.60 2.87 3.03 2.92 Portfolio turnover (%) 30 44 46 66(c) 119(c) 145 * 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, 2015, average net assets were $1,099,040,000. (a) Reflects total annual operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (.00%)(+) (.00%)(+) (+) Represents less than 0.01% of average net assets. (b) Annualized. The ratio is not necessarily indicative of 12 months of operations. (c) Reflects decreased trading activity due to asset allocation changes. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 57 ================================================================================ EXPENSE EXAMPLE November 30, 2015 (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, 2015, through November 30, 2015. 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 ================================================================================ 58 | 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, 2015 - JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 ------------------------------------------------------------------ Actual $1,000.00 $ 952.60 $4.88 Hypothetical (5% return before expenses) 1,000.00 1,020.00 5.05 *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/366 days (to reflect the one-half-year period). The Fund's actual ending account value is based on its actual total return of (4.74)% for the six-month period of June 1, 2015, through November 30, 2015. ================================================================================ EXPENSE EXAMPLE | 59 ================================================================================ 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 1700 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) (210)531-8722 -------------------------------------------------------------------------------- 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) or (210) 531-8722; (ii) at USAA.COM; and (iii) in summary within the Statement of Additional Information on the SEC's website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's website at HTTP://WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling (800) 531-USAA (8722) or (210) 531-8722; (ii) at USAA.COM; and (iii) on the SEC's website at HTTP://WWW.SEC.GOV. These Forms N-Q also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. ================================================================================ USAA 9800 Fredericksburg Road -------------- San Antonio, TX 78288 PRSRT STD U.S. Postage PAID USAA -------------- >> SAVE PAPER AND FUND COSTS Under MY PROFILE on USAA.COM select MANAGE PREFERENCES Set your DOCUMENT PREFERENCES to USAA DOCUMENTS ONLINE. [LOGO OF USAA] USAA We know what it means to serve.(R) ============================================================================= 27804-0116 (C)2016, USAA. All rights reserved. [Logo OF USAA] USAA(R) [GRAPHIC OF USAA EMERGING MARKETS FUND] ============================================================== SEMIANNUAL REPORT USAA EMERGING MARKETS FUND FUND SHARES o INSTITUTIONAL SHARES o ADVISER SHARES NOVEMBER 30, 2015 ============================================================== ================================================================================ ================================================================================ PRESIDENT'S MESSAGE "A NEW YEAR IS A GREAT TIME TO REEVALUATE YOUR INVESTMENT PLAN TO HELP ENSURE YOU ARE STAYING [PHOTO OF BROOKS ENGLEHARDT] ON TRACK TOWARD YOUR FINANCIAL GOALS." -------------------------------------------------------------------------------- JANUARY 2016 The financial markets were volatile during the reporting period ended November 30, 2015, but U.S. stocks, the broad U.S. fixed-income market, and longer-term U.S. Treasury securities had experienced minimal change when the reporting period came to an end. Emerging markets stocks, in contrast, generally suffered losses, while stocks in non-U.S. developed markets also declined, though to a lesser extent. When the reporting period began in June 2015, Greece was once again in the headlines, as the country's debt problems reemerged and investors speculated about the future of the European Union. During July 2015, market turbulence increased. Worries about China's slow economic growth triggered a steep decline in the Chinese equity market, with many other emerging stock markets falling in a similar fashion. In response, the Chinese authorities surprised many investors by devaluing its currency, which added to investors' existing concerns about the health of the global economy. The result was a broad sell-off in riskier asset classes and a flight to the perceived safety of U.S. Treasury securities. Meanwhile, a divergence in global economic growth was reflected in the monetary policies being pursued by the world's central banks. Persistent economic weakness outside the United States led many central banks to cut interest rates and boost quantitative easing, resulting in low--and even negative--global interest rates. At the same time, the U.S. economy continued to grow, albeit slowly, and the Federal Reserve (the Fed) strongly signaled that it would begin to raise interest rates for the first time in seven years. As a result, shorter-term U.S. Treasury yields rose during the reporting period, while longer-term U.S. Treasury yields edged up slightly. On December 16, 2015, the Fed raised the target range for the federal funds rate from 0.25% to 0.50%. At USAA Investments, we believe it is less important when the first interest rate increase occurs than how quickly the Fed affects interest rates. We have long believed Fed policymakers are unlikely to raise interest rates rapidly because they will not want to jeopardize the U.S. economy. In addition, there appears to be no pressing reason, such as a higher rate of inflation, for them ================================================================================ ================================================================================ to do so. Therefore, the modest interest rate increase in December 2015 is consistent with our outlook. Also of note during the reporting period was the steady decline in commodities prices. What caused the drop in oil, natural gas, coal, and industrial metals prices? In our opinion, there was no single reason. Certainly, the divergence in global economic growth and central bank monetary policy created uncertainty in the world's commodities markets. But softening global demand and, in the case of energy, an increase in supply were also key factors. In addition, commodities are generally priced in U.S. dollars and the appreciation of the U.S. dollar during the reporting period dampened prices. A new year is a great time to reevaluate your investment plan to help ensure you are staying on track toward your financial goals. Investors also may want to consider making a 2016 IRA contribution. The sooner investors invest their money, the sooner it can start working for them. For assistance, please feel free to give our financial advisors a call. Looking ahead, we expect to see continued volatility--at least in the near term--in the financial markets. It's been several years since we've seen this kind of market turbulence, so the events of the reporting period are a helpful reminder that volatility is to be expected from time to time and is normal market behavior. Long-term investors should strive to make decisions based on their long-term objectives, time horizon, and risk tolerance, rather than in response to market turmoil. On behalf of all of us at USAA Investments, we wish you a happy, healthy, and prosperous year in 2016. Thank you for your continued investment in our family of mutual funds. Sincerely, /S/ BROOKS ENGLEHARDT Brooks Englehardt President USAA Investments PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. o As interest rates rise, bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. o Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. o Investments provided by USAA Investment Management Company and USAA Financial Advisors Inc., both registered broker dealers, and affiliates. ================================================================================ ================================================================================ TABLE OF CONTENTS -------------------------------------------------------------------------------- FUND OBJECTIVE 1 MANAGERS' COMMENTARY 2 INVESTMENT OVERVIEW 6 FINANCIAL INFORMATION Portfolio of Investments 14 Notes to Portfolio of Investments 27 Financial Statements 29 Notes to Financial Statements 32 EXPENSE EXAMPLE 50 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)2016, USAA. All rights reserved. 201009-0116 ================================================================================ ================================================================================ FUND OBJECTIVE THE USAA EMERGING MARKETS FUND (THE FUND) SEEKS CAPITAL APPRECIATION. -------------------------------------------------------------------------------- TYPES OF INVESTMENTS The Fund normally invests at least 80% of its assets in equity securities of emerging market companies. The "equity securities" in which the Fund principally invests are common stocks, preferred stocks, securities convertible into common stocks, and securities that carry the right to buy common stocks. This 80% policy may be changed upon at least 60 days' written notice to shareholders. 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. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election or change or revoke a prior withholding election, call (800) 531-USAA (8722) or (210) 531-8722. If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. ================================================================================ FUND OBJECTIVE | 1 ================================================================================ MANAGERS' COMMENTARY ON THE FUND Lazard Asset Management Brandes Investment Partners, L.P. JAI JACOB DOUGLAS EDMAN, CFA JAMES M. DONALD, CFA CHRIS GARRETT, CFA KEVIN O'HARE, CFA LOUIS LAU, CFA STEPHEN MARRA, CFA GREG RIPPEL, CFA GERARDO ZAMORANO, CFA Victory Capital Management Inc. MARGARET LINDSAY TIFFANY KUO, CFA JOSHUA LINDLAND, CFA -------------------------------------------------------------------------------- o PLEASE CHARACTERIZE THE PERFORMANCE OF EMERGING MARKETS DURING THE REPORTING PERIOD. The reporting period ended November 30, 2015, held challenges for emerging market assets, with the MSCI Emerging Markets Index registering a decline of -17.67%. A significant portion of that decline occurred during August 2015, when three main themes emerged and unsettled investors. First, the Chinese authorities changed the regime by which China's currency is quoted in an effort to make it more open to market forces. In retrospect, this was directed by the Chinese central bank to facilitate the renminbi's acceptance into the International Monetary Fund's basket of reserve currencies, but at the time China's move was interpreted as a step to devalue its currency in the face of unsustainable intervention and slowing exports. In addition, a further decline in energy and commodity prices raised investor concerns. Lastly, worries over global economic growth and in particular how slowing growth might manifest itself in U.S. corporate earnings, caused all major markets to sell off dramatically in late August 2015. The prelude to the global market drawdown was the expected correction of onshore Chinese stocks from their unsustainably high valuation levels following an ================================================================================ 2 | USAA EMERGING MARKETS FUND ================================================================================ intense margin-fueled retail bull market for Chinese stocks. To the extent that the global market correction in August 2015 was overdone, markets gradually became more confident about China's growth, and in October 2015 saw a reversal of some of the negative price action from earlier in the reporting period. o HOW DID THE USAA EMERGING MARKETS FUND (THE FUND) PERFORM DURING THE REPORTING PERIOD? The Fund has three share classes: Fund Shares, Institutional Shares, and Adviser Shares. For the semiannual reporting period ended November 30, 2015, the Fund Shares, Institutional Shares, and Adviser Shares had a total return of -14.03%, -13.95%, and -14.15%, respectively. This compares to returns of -15.66% for the Lipper Emerging Markets Fund Index and -17.67% for the MSCI Emerging Markets Index. USAA Asset Management Company (the Manager) is the Fund's investment adviser. As the investment adviser, the Manager employs dedicated resources to support the research, selection, and monitoring of the Fund's subadvisers. Brandes Investment Partners L.P. (Brandes), Lazard Asset Management (Lazard), and Victory Capital Management Inc. (Victory Capital) are subadvisers to the Fund. The subadvisers each provide day-to-day discretionary management for a portion of the Fund's assets. o HOW DID BRANDES' PORTION OF THE FUND PERFORM? The Brandes portion of the Fund outperformed the benchmark during the reporting period. Holdings in the financials and telecommunication services sectors contributed to performance, as did positions in Russia and Greece. Notable contributors included the telecommunication services You will find a complete list of securities that the Fund owns on pages 14-26. Refer to page 7 for benchmark definitions. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 3 ================================================================================ firm 02 Czech Republic A.S., the food product company Marfrig Global Foods S.A., and the electric utility provider Reliance Infrastructure Ltd. GDR. Allocations to the materials sector and a large underweight position in the information technology sector detracted from returns, as did positions in Brazil and the United Kingdom. At the company level, major detractors included the oil company Petroleo Brasileiro S.A. ADR, the clothing manufacturer Bosideng International Holdings Ltd., and the Panamanian airline Copa Holdings S.A. "A". During the reporting period, Brandes exited its positions in two pharmaceutical companies as they reached Brandes' estimates of their full value. New positions included a Brazilian food & staples retailer, a Turkish Real Estate Investment Trust (REIT), and a Czech telecommunication services firm. o HOW DID LAZARD'S PORTION OF THE FUND PERFORM? The Lazard portion of the Fund outperformed the benchmark during the reporting period. On a sector basis, stock selection in the information technology, financials, consumer staples, health care, industrials, and telecommunication services sectors added to relative performance, as did an overweight to information technology. Conversely, stock selection in the materials and energy sectors detracted from relative return. On a country basis, stock selection in China, Russia, Poland, and Taiwan contributed, as did overweights to China and Russia. Conversely, stock selection in South Korea and Brazil detracted from performance, as did an underweight in South Korea and non-benchmark exposure to Argentina. o HOW DID VICTORY CAPITAL'S PORTION OF THE FUND PERFORM? Victory Capital's portion of the Fund outperformed the benchmark during the reporting period. Holdings in health technology, consumer services, and producer manufacturing were among the top contributors, while positions in electronic technology, technology services, and ================================================================================ 4 | USAA EMERGING MARKETS FUND ================================================================================ communications were detractors. On a country basis, stock selection was strong in Taiwan, Thailand, and India, while performance within South Korea, the Philippines, and Indonesia lagged. At the stock level, top contributors included Hota Industrial Manufacturing Co. Ltd., a Taiwanese automotive components manufacturer; Chularat Hospital PCL NVDR, a Thai private hospital operator; and Marksans Pharma Ltd., an Indian pharmaceutical ingredient manufacturer. Sansung Life & Science Co. Ltd.*, a South Korean packing materials manufacturer; Kaveri Seed Co. Ltd.*, an Indian seed technology company; and DCB Bank Limited*, a banking services provider in India, were among the individual detractors. Thank you for your investment in the Fund. *Sansung Life & Science Co. Ltd., Kaveri Seed Co. Ltd., and DCB Bank Limited were sold out of the Fund prior to November 30, 2015. Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 5 ================================================================================ INVESTMENT OVERVIEW USAA EMERGING MARKETS FUND SHARES (FUND SHARES) (Ticker Symbol: USEMX) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $445.6 Million $500.5 Million Net Asset Value Per Share $14.15 $16.46 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEARS 10 YEARS -14.03% -17.88% -5.54% 2.47% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEARS 10 YEARS -14.12% -7.37% 1.57% -------------------------------------------------------------------------------- EXPENSE RATIO AS OF 5/31/15** -------------------------------------------------------------------------------- 1.50% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratio represents the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and is calculated as a percentage of average net assets. This expense ratio may differ from the expense ratio 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. ================================================================================ 6 | USAA EMERGING MARKETS FUND ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] LIPPER EMERGING USAA EMERGING MSCI EMERGING MARKETS FUNDS MARKETS FUND MARKETS INDEX INDEX SHARES 11/30/05 $10,000.00 $10,000.00 $10,000.00 12/31/05 10,591.07 10,564.23 10,593.20 01/31/06 11,774.00 11,780.17 11,554.39 02/28/06 11,760.07 11,711.23 11,561.11 03/31/06 11,863.67 11,870.14 11,796.37 04/30/06 12,708.44 12,711.00 12,582.79 05/31/06 11,376.99 11,313.44 11,305.69 06/30/06 11,349.18 11,257.40 11,238.48 07/31/06 11,511.63 11,499.37 11,305.69 08/31/06 11,804.95 11,812.54 11,540.95 09/30/06 11,903.24 11,900.44 11,742.59 10/31/06 12,468.44 12,521.97 12,273.60 11/30/06 13,395.28 13,344.79 13,147.40 12/31/06 13,998.42 13,952.12 13,703.47 01/31/07 13,847.69 13,885.28 13,628.74 02/28/07 13,765.49 13,755.01 13,458.89 03/31/07 14,313.67 14,279.35 13,927.67 04/30/07 14,976.37 14,955.82 14,477.99 05/31/07 15,718.12 15,760.67 15,401.97 06/30/07 16,454.92 16,309.55 15,965.87 07/31/07 17,323.13 16,900.81 16,624.89 08/31/07 16,954.99 16,534.46 16,339.54 09/30/07 18,827.37 18,138.47 17,705.13 10/31/07 20,927.01 20,073.84 19,471.57 11/30/07 19,443.59 18,840.39 18,180.71 12/31/07 19,511.77 19,010.18 18,308.81 01/31/08 17,076.80 16,910.71 16,671.56 02/29/08 18,337.29 17,648.80 17,351.88 03/31/08 17,366.90 16,826.56 16,656.60 04/30/08 18,776.30 18,099.33 17,979.86 05/31/08 19,124.63 18,432.72 18,293.86 06/30/08 17,217.19 16,536.43 16,529.51 07/31/08 16,567.75 15,958.29 16,073.47 08/31/08 15,244.40 14,745.79 14,869.83 09/30/08 12,576.59 12,327.72 12,455.07 10/31/08 9,134.66 8,747.69 8,948.81 11/30/08 8,447.03 7,999.12 8,156.35 12/31/08 9,105.84 8,600.41 8,852.71 01/31/09 8,517.77 7,858.17 8,123.28 02/28/09 8,037.29 7,415.58 7,725.40 03/31/09 9,192.32 8,371.46 8,686.93 04/30/09 10,721.99 9,754.70 10,112.65 05/31/09 12,554.04 11,521.83 11,944.53 06/30/09 12,384.92 11,385.59 11,737.30 07/31/09 13,777.56 12,702.57 13,080.13 08/31/09 13,728.26 12,753.94 13,121.58 09/30/09 14,974.37 13,892.74 14,373.22 10/31/09 14,992.90 13,724.00 14,215.73 11/30/09 15,636.89 14,476.23 14,953.46 12/31/09 16,254.45 14,985.93 15,476.33 01/31/10 15,347.90 14,147.75 14,634.14 02/28/10 15,401.89 14,267.41 14,734.20 03/31/10 16,645.35 15,448.12 15,909.94 04/30/10 16,847.02 15,558.35 15,968.31 05/31/10 15,206.77 14,091.04 14,333.95 06/30/10 15,252.27 14,096.60 14,300.60 07/31/10 16,522.39 15,411.79 15,651.44 08/31/10 16,201.52 15,111.96 15,259.53 09/30/10 18,001.96 16,824.48 16,935.58 10/31/10 18,524.67 17,345.31 17,335.83 11/30/10 18,035.65 16,905.87 16,960.59 12/31/10 19,322.67 18,004.56 18,140.92 01/31/11 18,798.45 17,422.99 17,553.56 02/28/11 18,623.14 17,260.79 17,335.40 03/31/11 19,718.08 18,155.10 18,208.05 04/30/11 20,329.71 18,807.47 18,669.54 05/31/11 19,796.47 18,312.43 18,098.97 06/30/11 19,491.96 18,074.49 17,780.11 07/31/11 19,405.39 18,041.18 17,570.34 08/31/11 17,671.23 16,559.26 15,900.57 09/30/11 15,094.86 13,984.97 13,282.64 10/31/11 17,094.27 15,700.03 14,927.24 11/30/11 15,955.02 15,185.21 14,423.79 12/31/11 15,762.73 14,696.33 13,825.39 01/31/12 17,550.61 16,237.21 15,481.29 02/29/12 18,601.92 17,204.22 16,287.33 03/31/12 17,982.64 16,835.35 15,551.38 04/30/12 17,766.07 16,628.96 15,271.01 05/31/12 15,773.70 14,828.45 13,536.27 06/30/12 16,382.49 15,515.44 14,105.76 07/31/12 16,702.08 15,664.13 14,219.65 08/31/12 16,646.46 15,774.50 14,202.13 09/30/12 17,650.94 16,603.99 15,069.50 10/31/12 17,543.76 16,557.61 14,762.86 11/30/12 17,766.51 16,741.85 14,727.81 12/31/12 18,635.21 17,651.15 15,569.00 01/31/13 18,892.14 17,906.53 15,842.76 02/28/13 18,654.79 17,738.14 15,904.58 03/31/13 18,333.48 17,551.16 15,586.67 04/30/13 18,471.66 17,801.46 15,666.14 05/31/13 17,997.76 17,343.88 15,401.22 06/30/13 16,852.06 16,237.73 14,288.51 07/31/13 17,028.12 16,495.57 14,491.63 08/31/13 16,735.64 15,962.12 14,103.06 09/30/13 17,823.95 17,113.74 15,153.95 10/31/13 18,689.90 17,858.98 15,816.27 11/30/13 18,416.61 17,561.78 15,666.14 12/31/13 18,150.35 17,423.40 15,509.46 01/31/14 16,971.75 16,251.99 14,337.60 02/28/14 17,533.94 16,847.84 14,745.97 03/31/14 18,072.17 17,348.12 15,296.40 04/30/14 18,132.53 17,460.72 15,296.40 05/31/14 18,765.47 18,102.12 16,104.27 06/30/14 19,264.04 18,561.49 16,530.41 07/31/14 19,636.55 18,681.14 16,521.53 08/31/14 20,079.05 19,197.46 16,956.54 09/30/14 18,590.77 17,899.92 15,571.61 10/31/14 18,809.95 18,072.64 15,837.94 11/30/14 18,611.02 17,900.06 15,536.10 12/31/14 17,753.29 16,960.16 14,408.16 01/31/15 17,859.72 17,026.63 14,254.88 02/28/15 18,412.72 17,511.70 14,489.31 03/31/15 18,150.88 17,138.63 14,191.77 04/30/15 19,546.92 18,200.72 15,228.65 05/31/15 18,764.14 17,656.85 14,840.95 06/30/15 18,276.84 17,252.15 14,570.45 07/31/15 17,009.90 16,283.85 13,713.90 08/31/15 15,471.40 14,805.18 12,460.62 09/30/15 15,005.99 14,369.45 12,072.92 10/31/15 16,076.39 15,314.74 12,983.57 11/30/15 15,449.29 14,892.54 12,758.16 [END CHART] Data from 11/30/05 through 11/30/15. The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA Emerging Markets Fund Shares to the following benchmarks: o The unmanaged MSCI Emerging Markets Index is a free-float-adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets. o The unmanaged Lipper Emerging Markets Funds Index tracks the total return performance of the 30 largest funds within the Lipper Emerging Markets Funds category. Past performance is no guarantee of future results, and the cumulative performance quoted does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of shares. Indexes are unmanaged and you cannot invest directly in an index. The return information for the indexes does not reflect the deduction of any fees, expenses, or taxes, except that the Lipper Emerging Markets Funds Index reflects the fees and expenses of the underlying funds included in the index. ================================================================================ INVESTMENT OVERVIEW | 7 ================================================================================ USAA EMERGING MARKETS FUND INSTITUTIONAL SHARES (INSTITUTIONAL SHARES) (Ticker Symbol: UIEMX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $487.7 Million $637.0 Million Net Asset Value Per Share $14.13 $16.42 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEARS SINCE INCEPTION 8/01/08 -13.95% -17.65% -5.17% -2.62% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEARS SINCE INCEPTION 8/01/08 -13.91% -7.11% -2.99% -------------------------------------------------------------------------------- EXPENSE RATIO AS OF 5/31/15** -------------------------------------------------------------------------------- 1.27% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratio represents the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and is calculated as a percentage of average net assets. The expense ratio may differ from the expense ratio disclosed in the Financial Highlights, which exclude 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. The Institutional Shares are available for investment through a USAA discretionary managed account program, and certain advisory programs sponsored by financial intermediaries, such as brokerage firms, investment advisors, financial planners, third-party administrators, and insurance companies. Institutional Shares also are available to institutional investors, which include retirement plans, endowments, foundations, and bank trusts, as well as other persons or legal entities that the Fund may approve from time to time, or for purchase by a USAA fund participating in a fund-of-funds investment strategy (USAA fund-of-funds). ================================================================================ 8 | USAA EMERGING MARKETS FUND ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] USAA EMERGING LIPPER EMERGING MSCI EMERGING MARKETS FUND MARKETS FUNDS INDEX MARKETS INDEX INSTITUTIONAL SHARES 07/31/08 $10,000.00 $10,000.00 $10,000.00 08/31/08 9,240.21 9,201.25 9,355.60 09/30/08 7,724.97 7,591.00 7,836.31 10/31/08 5,481.60 5,513.52 5,630.29 11/30/08 5,012.52 5,098.48 5,131.70 12/31/08 5,389.31 5,496.12 5,573.05 01/31/09 4,924.20 5,141.18 5,117.78 02/28/09 4,646.85 4,851.16 4,871.84 03/31/09 5,245.84 5,548.32 5,484.09 04/30/09 6,112.62 6,471.60 6,384.15 05/31/09 7,219.97 7,577.39 7,545.85 06/30/09 7,134.60 7,475.31 7,415.03 07/31/09 7,959.86 8,315.89 8,273.23 08/31/09 7,992.05 8,286.13 8,299.39 09/30/09 8,705.66 9,038.26 9,094.79 10/31/09 8,599.92 9,049.45 9,000.60 11/30/09 9,071.29 9,438.15 9,471.56 12/31/09 9,390.69 9,810.89 9,807.63 01/31/10 8,865.46 9,263.72 9,273.63 02/28/10 8,940.44 9,296.30 9,342.36 03/31/10 9,680.31 10,046.84 10,093.13 04/30/10 9,749.39 10,168.56 10,130.14 05/31/10 8,829.92 9,178.53 9,104.44 06/30/10 8,833.41 9,205.99 9,083.29 07/31/10 9,657.55 9,972.62 9,945.09 08/31/10 9,469.67 9,778.95 9,701.89 09/30/10 10,542.79 10,865.66 10,769.89 10/31/10 10,869.16 11,181.16 11,028.96 11/30/10 10,593.79 10,885.99 10,732.88 12/31/10 11,282.27 11,662.81 11,541.35 01/31/11 10,917.84 11,346.41 11,178.18 02/28/11 10,816.20 11,240.59 11,044.66 03/31/11 11,376.60 11,901.48 11,600.10 04/30/11 11,785.40 12,270.65 11,899.18 05/31/11 11,475.19 11,948.79 11,536.01 06/30/11 11,326.09 11,765.00 11,338.40 07/31/11 11,305.21 11,712.74 11,204.89 08/31/11 10,376.59 10,666.04 10,142.08 09/30/11 8,763.46 9,110.99 8,475.76 10/31/11 9,838.17 10,317.79 9,527.89 11/30/11 9,515.57 9,630.16 9,207.45 12/31/11 9,209.22 9,514.10 8,829.95 01/31/12 10,174.79 10,593.23 9,888.20 02/29/12 10,780.75 11,227.78 10,408.93 03/31/12 10,549.60 10,853.99 9,938.60 04/30/12 10,420.27 10,723.28 9,759.42 05/31/12 9,292.01 9,520.72 8,656.38 06/30/12 9,722.50 9,888.18 9,025.93 07/31/12 9,815.67 10,081.07 9,098.72 08/31/12 9,884.83 10,047.50 9,087.52 09/30/12 10,404.62 10,653.78 9,641.84 10/31/12 10,375.56 10,589.09 9,451.47 11/30/12 10,491.01 10,723.54 9,429.07 12/31/12 11,060.81 11,247.87 9,973.87 01/31/13 11,220.84 11,402.95 10,149.75 02/28/13 11,115.32 11,259.70 10,195.14 03/31/13 10,998.15 11,065.76 9,990.89 04/30/13 11,155.00 11,149.16 10,047.63 05/31/13 10,868.26 10,863.12 9,877.42 06/30/13 10,175.11 10,171.60 9,162.57 07/31/13 10,336.69 10,277.87 9,293.06 08/31/13 10,002.41 10,101.33 9,049.10 09/30/13 10,724.05 10,758.21 9,724.23 10/31/13 11,191.04 11,280.89 10,149.74 11/30/13 11,004.81 11,115.93 10,058.97 12/31/13 10,918.10 10,955.22 9,958.64 01/31/14 10,184.05 10,243.84 9,209.31 02/28/14 10,557.43 10,583.17 9,478.16 03/31/14 10,870.92 10,908.04 9,832.80 04/30/14 10,941.48 10,944.47 9,832.80 05/31/14 11,343.41 11,326.50 10,353.33 06/30/14 11,631.26 11,627.42 10,627.89 07/31/14 11,706.24 11,852.27 10,622.17 08/31/14 12,029.78 12,119.35 10,902.45 09/30/14 11,216.70 11,221.05 10,010.12 10/31/14 11,324.93 11,353.34 10,187.44 11/30/14 11,216.79 11,233.28 9,992.96 12/31/14 10,627.81 10,715.57 9,271.63 01/31/15 10,669.47 10,779.80 9,178.45 02/28/15 10,973.43 11,113.59 9,329.87 03/31/15 10,739.64 10,955.54 9,131.86 04/30/15 11,405.19 11,798.17 9,807.43 05/31/15 11,064.38 11,325.70 9,562.83 06/30/15 10,810.79 11,031.57 9,388.11 07/31/15 10,204.01 10,266.87 8,834.84 08/31/15 9,277.43 9,338.26 8,031.14 09/30/15 9,004.39 9,057.34 7,786.54 10/31/15 9,596.73 9,703.42 8,368.93 11/30/15 9,332.17 9,324.91 8,229.16 [END CHART] Data from 7/31/08 through 11/30/15.* The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA Emerging Markets Fund Institutional Shares to the Fund's benchmarks listed above (see page 7 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, except that the Lipper Emerging Markets Funds Index reflects the fees and expenses of the underlying funds included in the index. *The performance of the Lipper Emerging Markets Funds Index and the MSCI Emerging Markets Index is calculated from the end of the month, July 31, 2008, while the inception date of the Institutional Shares is August 1, 2008. There may be a slight variation of performance numbers because of this difference. ================================================================================ INVESTMENT OVERVIEW | 9 ================================================================================ USAA EMERGING MARKETS FUND ADVISER SHARES (ADVISER SHARES) (Ticker Symbol: UAEMX) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $3.9 Million $4.6 Million Net Asset Value Per Share $14.08 $16.40 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEARS SINCE INCEPTION 8/01/10 -14.15% -18.06% -5.86% -4.52% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEARS SINCE INCEPTION 8/01/10 -14.34% -7.68% -5.00% -------------------------------------------------------------------------------- EXPENSE RATIOS AS OF 5/31/15** -------------------------------------------------------------------------------- BEFORE REIMBURSEMENT 1.95% AFTER REIMBURSEMENT 1.75% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT usaa.com. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratios represent the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and are calculated as a percentage of average net assets. USAA Asset Management Company (the Manager) has agreed, through October 1, 2016, to make payments or waive management, administration, and other fees so that the total annual operating expenses of the Adviser Shares (exclusive of commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 1.75% of the Adviser Shares' 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, 2016. If the total annual operating expense ratio of the Adviser Shares is lower than 1.75%, the Adviser Shares will operate at the lower expense ratio. 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. ================================================================================ 10 | USAA EMERGING MARKETS FUND ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] LIPPER EMERGING USAA EMERGING MARKETS FUNDS MSCI EMERGING MARKETS FUND INDEX MARKETS INDEX ADVISER SHARES 07/31/10 $10,000.00 $10,000.00 $10,000.00 08/31/10 9,805.45 9,805.80 9,516.13 09/30/10 10,916.63 10,895.49 10,556.71 10/31/10 11,254.57 11,211.86 10,801.25 11/30/10 10,969.44 10,915.89 10,567.12 12/31/10 11,682.33 11,694.84 11,294.94 01/31/11 11,304.98 11,377.56 10,923.50 02/28/11 11,199.74 11,271.46 10,787.48 03/31/11 11,780.01 11,934.16 11,326.33 04/30/11 12,203.30 12,304.34 11,608.83 05/31/11 11,882.09 11,981.60 11,247.85 06/30/11 11,727.70 11,797.30 11,049.05 07/31/11 11,706.09 11,744.91 10,913.03 08/31/11 10,744.54 10,695.32 9,871.95 09/30/11 9,074.20 9,136.00 8,244.94 10/31/11 10,187.02 10,346.12 9,265.09 11/30/11 9,852.98 9,656.61 8,945.97 12/31/11 9,535.77 9,540.22 8,571.56 01/31/12 10,535.58 10,622.32 9,594.06 02/29/12 11,163.03 11,258.61 10,094.43 03/31/12 10,923.68 10,883.80 9,632.13 04/30/12 10,789.77 10,752.73 9,458.09 05/31/12 9,621.49 9,546.86 8,381.21 06/30/12 10,067.25 9,915.33 8,729.29 07/31/12 10,163.73 10,108.76 8,799.99 08/31/12 10,235.34 10,075.09 8,783.68 09/30/12 10,773.56 10,683.04 9,316.68 10/31/12 10,743.46 10,618.17 9,120.88 11/30/12 10,863.01 10,752.99 9,093.70 12/31/12 11,453.02 11,278.76 9,616.54 01/31/13 11,618.72 11,434.27 9,775.18 02/28/13 11,509.46 11,290.62 9,813.47 03/31/13 11,388.13 11,096.15 9,611.07 04/30/13 11,550.55 11,179.77 9,660.30 05/31/13 11,253.64 10,892.95 9,490.72 06/30/13 10,535.91 10,199.53 8,801.49 07/31/13 10,703.22 10,306.09 8,921.83 08/31/13 10,357.08 10,129.07 8,681.14 09/30/13 11,104.31 10,787.76 9,326.62 10/31/13 11,587.87 11,311.86 9,725.94 11/30/13 11,395.03 11,146.46 9,632.95 12/31/13 11,305.24 10,985.30 9,535.75 01/31/14 10,545.16 10,271.97 8,812.77 02/28/14 10,931.79 10,612.23 9,064.72 03/31/14 11,256.39 10,937.99 9,404.30 04/30/14 11,329.46 10,974.52 9,404.30 05/31/14 11,745.63 11,357.60 9,902.72 06/30/14 12,043.70 11,659.35 10,160.15 07/31/14 12,121.33 11,884.81 10,154.67 08/31/14 12,456.34 12,152.63 10,417.58 09/30/14 11,614.44 11,251.87 9,557.66 10/31/14 11,726.50 11,384.52 9,721.98 11/30/14 11,614.52 11,264.12 9,535.75 12/31/14 11,004.67 10,744.99 8,840.59 01/31/15 11,047.80 10,809.41 8,746.25 02/28/15 11,362.54 11,144.10 8,890.54 03/31/15 11,120.46 10,985.63 8,701.85 04/30/15 11,809.61 11,830.57 9,340.06 05/31/15 11,456.72 11,356.80 9,101.43 06/30/15 11,194.13 11,061.87 8,929.39 07/31/15 10,565.84 10,295.07 8,402.17 08/31/15 9,606.40 9,363.90 7,630.77 09/30/15 9,323.68 9,082.22 7,397.68 10/31/15 9,937.03 9,730.07 7,952.65 11/30/15 9,663.09 9,350.52 7,813.91 [END CHART] Data from 7/31/10 through 11/30/15.* The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA Emerging Markets Fund Adviser Shares to the Fund's benchmarks listed above (see page 7 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, except that the Lipper Emerging Markets Funds Index reflects the fees and expenses of the underlying funds included in the index. *The performance of the Lipper Emerging Markets Funds Index and the MSCI Emerging Markets Index is calculated from the end of the month, July 31, 2010, while the inception date of the Adviser Shares is August 1, 2010. There may be a slight variation of performance numbers because of this difference. ================================================================================ INVESTMENT OVERVIEW | 11 ================================================================================ o TOP 10 INDUSTRIES - 11/30/15 o (% of Net Assets) Diversified Banks ........................................................ 18.9% Internet Software & Services ............................................. 7.0% Semiconductors ........................................................... 4.6% Wireless Telecommunication Services ...................................... 3.8% Integrated Oil & Gas ..................................................... 3.7% Pharmaceuticals .......................................................... 3.6% Technology Hardware, Storage, & Peripherals .............................. 3.2% Construction & Engineering ............................................... 2.4% Auto Parts & Equipment ................................................... 2.2% Integrated Telecommunication Services .................................... 2.1% o TOP 10 EQUITY HOLDINGS - 11/30/15 o (% of Net Assets) Baidu, Inc. ADR .......................................................... 3.0% Samsung Electronics Co. Ltd. ............................................. 2.7% Sberbank of Russia ....................................................... 2.3% NetEase, Inc. ADR ........................................................ 2.0% Taiwan Semiconductor Manufacturing Co. Ltd. ADR ........................................................... 1.9% Axis Bank Ltd. GDR ....................................................... 1.9% China Construction Bank Corp. "H" ........................................ 1.6% Aurobindo Pharma Ltd. .................................................... 1.6% Hyundai Mobis Co. Ltd. ................................................... 1.5% China State Construction International Holdings Ltd. .......................................................... 1.4% You will find a complete list of securities that the Fund owns on pages 14-26. ================================================================================ 12 | USAA EMERGING MARKETS FUND ================================================================================ o COUNTRY ALLOCATION - 11/30/15 o [PIE CHART OF COUNTRY ALLOCATION] CHINA 19.8% SOUTH KOREA 12.9% INDIA 10.8% RUSSIA 9.1% TAIWAN 7.8% BRAZIL 6.5% TURKEY 4.9% INDONESIA 4.7% HONG KONG 3.5% MEXICO 3.4% OTHER* 16.9% [END CHART] *Includes countries that represent less than 3% of portfolio and money market instruments. Percentages are of the net assets of the Fund and may not equal 100%. ================================================================================ INVESTMENT OVERVIEW | 13 ================================================================================ PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- EQUITY SECURITIES (97.5%) COMMON STOCKS (95.9%) CONSUMER DISCRETIONARY (14.1%) ------------------------------ ADVERTISING (0.2%) 734,690 ITE Group plc(a) $ 1,690 ---------- APPAREL, ACCESSORIES & LUXURY GOODS (0.9%) 26,624,000 Bosideng International Holdings Ltd.(a) 2,366 275,794 Makalot Industrial Co. Ltd.(a) 1,879 5,079,200 MC Group PCL NVDR(a) 1,728 53,104,500 Pan Brothers Tbk PT(a) 1,918 ---------- 7,891 ---------- AUTO PARTS & EQUIPMENT (2.2%) 721,936 Hota Industrial Manufacturing Co. Ltd.(a) 2,788 62,837 Hyundai Mobis Co. Ltd.(a) 13,591 508,271 Mahindra CIE Automotive Ltd.*(a) 1,928 2,310,000 Nexteer Automotive Group Ltd.(a) 2,549 ---------- 20,856 ---------- AUTOMOBILE MANUFACTURERS (0.9%) 2,436,000 Dongfeng Motor Group Co. Ltd. "H"(a) 3,361 72,060 KIA Motors Corp.(a) 3,256 279,459 Turk Otomobil Fabrikasi A.S.(a) 1,844 ---------- 8,461 ---------- CABLE & SATELLITE (0.2%) 113,141 KT Skylife Co. Ltd.(a) 1,811 ---------- CASINOS & GAMING (1.0%) 1,702,700 Genting Malaysia Berhad(a) 1,752 1,447,000 Melco International Development Ltd.(a) 1,962 2,866,000 NagaCorp Ltd.(a) 1,863 3,189,200 Wynn Macau Ltd.(a) 3,979 ---------- 9,556 ---------- DEPARTMENT STORES (0.7%) 2,339,500 Lifestyle International Holdings Ltd., acquired 6/9/2014 - 8/22/2014; cost $4,551(a),(b) 3,570 ================================================================================ 14 | USAA EMERGING MARKETS FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- 355,200 Lojas Renner S.A. $ 1,607 172,398 Poya Co. Ltd.(a) 1,724 ---------- 6,901 ---------- EDUCATION SERVICES (1.5%) 1,632,400 Estacio Participacoes S.A. 5,658 281,100 New Oriental Education & Technology Group, Inc. ADR 8,157 ---------- 13,815 ---------- FOOTWEAR (0.1%) 332,000 Yue Yuen Industrial Holdings Ltd.(a) 1,196 ---------- HOME FURNISHINGS (0.2%) 9,641 Hanssem Co. Ltd.(a) 1,966 ---------- HOME IMPROVEMENT RETAIL (0.3%) 42,127,700 ACE Hardware Indonesia(a) 2,325 ---------- HOMEBUILDING (0.0%) 207,159 Desarrolladora Homex S.A. de C.V.* 79 6,312,677 URBI, Desarrollos Urbanos, S.A. de C.V., acquired 12/18/2012 - 3/25/2013; cost $2,879*(b),(c) 95 371,300 Viver Incorporadora e Construtora S.A.* 3 ---------- 177 ---------- HOUSEHOLD APPLIANCES (1.0%) 2,327,500 Techtronic Industries Co.(a) 9,501 ---------- INTERNET RETAIL (0.8%) 453,860 Vipshop Holdings Ltd. ADR* 7,502 ---------- MOTORCYCLE MANUFACTURERS (0.7%) 173,637 Bajaj Auto Ltd.(a) 6,457 ---------- MOVIES & ENTERTAINMENT (0.5%) 23,461 CJ CGV Co. Ltd.(a) 2,334 2,413,667 Major Cineplex Group PCL NVDR(a) 2,087 ---------- 4,421 ---------- RESTAURANTS (0.3%) 303,570 Arcos Dorados Holdings, Inc. "A" 1,196 12,622 Shinsegae Food Co. Ltd.(a) 1,773 ---------- 2,969 ---------- SPECIALIZED CONSUMER SERVICES (0.2%) 115,089 Seoul Auction Co. Ltd.(a) 2,023 ---------- SPECIALTY STORES (1.4%) 1,443,600 Chow Tai Fook Jewellery Group Ltd.(a) 1,132 94,116 Hotel Shilla Co. Ltd.(a) 7,341 ================================================================================ PORTFOLIO OF INVESTMENTS | 15 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- 199,010 JUMBO S.A.(a) $ 2,028 1,009,000 Luk Fook Holdings International Ltd.(a) 2,288 ---------- 12,789 ---------- TEXTILES (1.0%) 144,000 Eclat Textile Co. Ltd.(a) 1,937 442,000 Nan Liu Enterprise Co. Ltd.(a) 2,472 443,000 Shenzhou International Group(a) 2,345 2,168,000 Texwinca Holdings Ltd.(a) 2,212 1,796,500 Weiqiao Textile Co. Ltd. "H"(a) 737 ---------- 9,703 ---------- Total Consumer Discretionary 132,010 ---------- CONSUMER STAPLES (7.2%) ----------------------- BREWERS (0.6%) 1,199,200 Ambev S.A. ADR 5,720 ---------- DRUG RETAIL (0.2%) 296,800 Clicks Group Ltd.(a) 1,991 ---------- FOOD RETAIL (1.9%) 346,577 Eurocash S.A.(a) 4,451 30,015 X5 Retail Group N.V. GDR* 678 566,532 X5 Retail Group N.V. GDR*(a) 12,805 ---------- 17,934 ---------- HOUSEHOLD PRODUCTS (0.9%) 406,587 Eveready Industries India Ltd.(a) 1,738 2,909,400 Kimberly-Clark de Mexico S.A. de C.V. "A" 6,876 ---------- 8,614 ---------- HYPERMARKETS & SUPER CENTERS (0.6%) 184,525 Cia Brasileira de Distribuicao 2,337 11,058 E Mart Co. Ltd.(a) 2,047 1,182,300 Robinsons Retail Holdings, Inc.(a) 1,811 ---------- 6,195 ---------- PACKAGED FOODS & MEAT (1.6%) 149,207 Adecoagro S.A.* 1,679 921,796 Agthia Group PJSC(a) 1,931 680,902 CCL Products India Ltd.(a) 2,190 2,022,636 Marfrig Global Foods S.A.* 3,074 3,269,300 Thai Union Frozen Products PCL NVDR(a) 1,684 88,950 Tiger Brands Ltd.(a) 2,047 328,280 Ulker Biskuvi Sanayi A.S.(a) 2,119 ---------- 14,724 ---------- ================================================================================ 16 | USAA EMERGING MARKETS FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- PERSONAL PRODUCTS (0.6%) 12,290 Cosmax, Inc.(a) $ 1,929 2,082,500 Karex Berhad(a) 1,922 303,600 Natura Cosmeticos S.A. 1,662 ---------- 5,513 ---------- TOBACCO (0.8%) 77,506 KT&G Corp.(a) 7,163 ---------- Total Consumer Staples 67,854 ---------- ENERGY (6.1%) ------------- COAL & CONSUMABLE FUELS (0.6%) 3,308,000 China Shenhua Energy Co. Ltd. "H"(a) 5,158 ---------- INTEGRATED OIL & GAS (2.8%) 754,850 Gazprom PAO ADR 3,110 1,180,014 Gazprom PAO ADR(a) 4,857 248,570 LUKOIL PJSC ADR 9,515 465,925 YPF S.A. ADR 8,527 ---------- 26,009 ---------- OIL & GAS EXPLORATION & PRODUCTION (1.7%) 6,609,000 CNOOC Ltd.(a) 7,338 4,715 NovaTek OAO GDR 441 89,006 NovaTek OAO GDR(a) 8,312 ---------- 16,091 ---------- OIL & GAS REFINING & MARKETING (1.0%) 4,872,000 NewOcean Energy Holdings Ltd.(a) 2,086 13,575 Reliance Industries Ltd. GDR 388 256,176 Reliance Industries Ltd. GDR(a),(d) 7,300 ---------- 9,774 ---------- Total Energy 57,032 ---------- FINANCIALS (23.5%) ------------------ CONSUMER FINANCE (0.7%) 1,203,500 Gentera SAB de C.V. 2,365 45,944 Kruk S.A.(a) 2,126 758,500 Krungthai Card PCL NVDR(a) 2,084 ---------- 6,575 ---------- DIVERSIFIED BANKS (18.9%) 30,735,000 Agricultural Bank of China Ltd. "H"(a) 11,752 527,320 Akbank T.A.S.(a) 1,254 500,717 Axis Bank Ltd. GDR(a) 17,633 91,596 Banco Bradesco S.A. 569 ================================================================================ PORTFOLIO OF INVESTMENTS | 17 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- 1,420,095 Banco do Brasil S.A. $ 5,979 298,940 Banco Santander Brasil S.A. ADR 1,130 226,076 Bancolombia S.A. ADR 6,407 21,331,000 China Construction Bank Corp. "H"(a) 14,629 1,042,111 Commercial International Bank GDR(a) 4,876 48,600 Credicorp Ltd. 5,133 74,770 Erste Group Bank AG*(a) 2,293 255,570 Grupo Aval Acciones Y Valores ADR 1,781 1,599,100 Grupo Financiero Banorte S.A. "O" 8,575 122,560 Hana Financial Group, Inc.(a) 2,695 1,327,640 ICICI Bank Ltd. ADR 11,033 4,007,800 Jasmine Broadband Internet Infrastructure Fund(c) 1,107 61,520 KB Financial Group, Inc.(a) 1,873 342,083 OTP Bank plc(a) 7,054 11,119,495 Bank Mandiri (Persero) Tbk PT(a) 6,818 15,315,200 Bank Rakyat Indonesia (Persero) Tbk PT(a) 11,896 14,152,754 Sberbank of Russia*(c) 21,951 437,450 Sberbank of Russia ADR 2,935 323,891 Shinhan Financial Group Co. Ltd.(a) 11,639 673,502 Standard Bank Group Ltd.(a) 6,046 118,442 Standard Chartered plc(a) 994 633,520 Turkiye Garanti Bankasi A.S.(a) 1,591 3,466,013 Turkiye Is Bankasi "C"(a) 5,626 1,537,800 Turkiye Vakiflar Bankasi T.A.O. "D"(a) 2,100 ---------- 177,369 ---------- INVESTMENT BANKING & BROKERAGE (0.2%) 651,730 IIFL Holdings Ltd.*(a) 2,060 ---------- LIFE & HEALTH INSURANCE (1.9%) 1,065,325 Hanwha Life Insurance Co. Ltd.(a) 7,017 1,924,000 Ping An Insurance (Group) Co. of China Ltd. "H"(a) 10,497 ---------- 17,514 ---------- MULTI-SECTOR HOLDINGS (0.4%) 4,036,000 First Pacific Co. Ltd.(a) 2,509 216,110 Haci Omer Sabanci Holdings A.S.(a) 605 ---------- 3,114 ---------- REITs - INDUSTRIAL (0.5%) 2,325,132 Macquarie Mexico Real Estate Management S.A de C.V. 3,077 919,566 Pla Administradora Industria 1,611 ---------- 4,688 ---------- REITs - RESIDENTIAL (0.7%) 6,880,806 Emlak Konut Gayrimenkul Yatirim Ortakligi A.S.(a) 6,565 ---------- ================================================================================ 18 | USAA EMERGING MARKETS FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- THRIFTS & MORTGAGE FINANCE (0.2%) 592,090 Dewan Housing Finance Corp. Ltd.(a) $ 1,985 ---------- Total Financials 219,870 ---------- HEALTH CARE (5.6%) ------------------ BIOTECHNOLOGY (0.2%) 4,758 Medy-Tox, Inc.(a) 1,926 ---------- HEALTH CARE EQUIPMENT (0.7%) 128,261 Huvitz Co. Ltd.(a) 1,558 569,000 Intai Technology Corp.(a) 2,262 41,034 Osstem Implant Co. Ltd.*(a) 2,384 ---------- 6,204 ---------- HEALTH CARE FACILITIES (0.7%) 33,773,800 Chularat Hospital PCL NVDR(a) 2,334 1,992,600 KPJ Healthcare Berhad(a) 1,991 154,715 NMC Health plc(a) 2,085 ---------- 6,410 ---------- HEALTH CARE SERVICES (0.2%) 388,601 Integrated Diagnostics Holdings plc*(a) 1,886 ---------- HEALTH CARE SUPPLIES (0.2%) 64,171 INTEROJO Co. Ltd.(a) 2,163 ---------- PHARMACEUTICALS (3.6%) 76,929 Ajanta Pharma Ltd.(a) 1,527 1,204,021 Aurobindo Pharma Ltd.(a) 14,571 1,673,000 China Animal Healthcare Ltd., acquired 12/8/2014 - 1/26/2015; cost $1,227*(b),(c) 700 3,715,000 China Medical System Holdings Ltd.(a) 5,162 1,353,240 Marksans Pharma Ltd.(a) 2,049 314,220 Natco Pharma Ltd.(a) 2,482 769,167 Square Pharmaceuticals Ltd.(a) 2,474 575,189 Suven Life Sciences Ltd.(a) 2,281 121,600 Torrent Pharmaceuticals Ltd.(a) 2,616 ---------- 33,862 ---------- Total Health Care 52,451 ---------- INDUSTRIALS (8.8%) ------------------ AEROSPACE & DEFENSE (1.4%) 78,481 AeroSpace Technology of Korea, Inc.*(a) 1,895 1,204,412 Aselsan Elektronik Sanayi Ve Ticaret A.S.(a) 6,867 133,100 Embraer S.A. ADR 4,165 ---------- 12,927 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 19 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- AIRLINES (0.3%) 57,650 Copa Holdings S.A. "A" $ 2,978 ---------- BUILDING PRODUCTS (0.2%) 144,618 Kajaria Ceramics Ltd.(a) 2,053 ---------- CONSTRUCTION & ENGINEERING (2.4%) 823,001 Ashoka Buildcon Ltd.(a) 2,312 8,675,000 China State Construction International Holdings Ltd.(a) 13,048 6,398,900 Pembangunan Perumahan Persero Tbk PT(a) 1,673 403,716 Simplex Infrastructures Ltd.(a) 2,000 1,840,000 Sinopec Engineering Group Co. Ltd "H"(a) 1,417 6,497,700 Sunway Construction Group Berhad*(a) 2,086 ---------- 22,536 ---------- CONSTRUCTION MACHINERY & HEAVY TRUCKS (0.5%) 68,916 China Yuchai International Ltd. 817 3,624,000 United Tractors Tbk PT(a) 4,255 ---------- 5,072 ---------- DIVERSIFIED SUPPORT SERVICES (0.1%) 168,620 APR Energy plc*(a) 442 ---------- ELECTRICAL COMPONENTS & EQUIPMENT (0.8%) 168,000 Voltronic Power Technology Corp.(a) 2,497 708,932 Zhuzhou CSR Times Electric Co. Ltd. "H"(a) 4,720 ---------- 7,217 ---------- HIGHWAYS & RAILTRACKS (0.0%) 33,200 CCR SA 110 ---------- INDUSTRIAL CONGLOMERATES (1.0%) 627,800 Cahya Mata Sarawak Berhad(a) 746 423,880 Koc Holding A.S. ADR 8,605 ---------- 9,351 ---------- MARINE PORTS & SERVICES (0.7%) 1,613,487 Adani Ports and Special Economic Zone(a) 6,479 ---------- RAILROADS (0.3%) 366,710 Globaltrans Investment plc GDR* 1,775 92,200 PKP Cargo S.A.(a) 1,470 ---------- 3,245 ---------- RESEARCH & CONSULTING SERVICES (0.2%) 276,177 Sporton International, Inc.(a) 1,613 ---------- ================================================================================ 20 | USAA EMERGING MARKETS FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- TRADING COMPANIES & DISTRIBUTORS (0.2%) 64,536 COSON Co. Ltd.*(a) $ 1,471 556,100 Mills Estruturas e Servicos de Engenharia S.A.* 488 ---------- 1,959 ---------- TRUCKING (0.7%) 950,780 Localiza Rent a Car S.A. 6,529 ---------- Total Industrials 82,511 ---------- INFORMATION TECHNOLOGY (19.4%) ------------------------------ COMMUNICATIONS EQUIPMENT (0.2%) 832,141 Wistron NeWeb Corp.(a) 2,291 ---------- DATA PROCESSING & OUTSOURCED SERVICES (1.3%) 871,454 Cielo S.A. ADR 7,808 7,697,600 GHL Systems Berhad*(a) 1,881 3,200,500 My E.G. Services Berhad(a) 2,559 ---------- 12,248 ---------- ELECTRONIC COMPONENTS (1.0%) 94,000 Largan Precision Co. Ltd.(a) 7,214 12,130,000 Tongda Group Holdings Ltd.(a) 2,200 ---------- 9,414 ---------- ELECTRONIC MANUFACTURING SERVICES (1.6%) 1,350,000 AAC Technologies Holdings, Inc.(a) 9,448 1,064,379 Hon Hai Precision Industry Co. Ltd. GDR "S"(a) 5,771 ---------- 15,219 ---------- INTERNET SOFTWARE & SERVICES (7.0%) 126,852 Baidu, Inc. ADR* 27,650 114,825 NetEase, Inc. ADR 19,137 513,700 Tencent Holdings Ltd.(a) 10,226 504,430 Yandex N.V. "A"* 8,388 ---------- 65,401 ---------- IT CONSULTING & OTHER SERVICES (0.5%) 348,820 HCL Technologies Ltd.(a) 4,552 ---------- SEMICONDUCTORS (4.6%) 5,886,000 Advanced Semiconductor Engineering, Inc.(a) 6,305 1,112,000 Chipbond Technology Corp.(a) 1,585 156,000 MediaTek, Inc.(a) 1,242 70,293 Silicon Works Co. Ltd.(a) 2,043 292,350 SK Hynix, Inc.(a) 7,979 1,479,000 Taiwan Semiconductor Manufacturing Co. Ltd.(a) 6,350 781,300 Taiwan Semiconductor Manufacturing Co. Ltd. ADR 17,783 ---------- 43,287 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 21 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- TECHNOLOGY HARDWARE, STORAGE, & PERIPHERALS (3.2%) 480,000 Catcher Technology Co. Ltd.(a) $ 4,633 22,620 Samsung Electronics Co. Ltd.(a) 25,042 ---------- 29,675 ---------- Total Information Technology 182,087 ---------- MATERIALS (3.8%) ---------------- ALUMINUM (0.2%) 9,313,600 Midas Holdings Ltd.(c) 2,010 ---------- COMMODITY CHEMICALS (0.1%) 650,310 Synthos S.A.(a) 584 ---------- CONSTRUCTION MATERIALS (1.2%) 355,854 Akcansa Cimento A.S.(a) 1,733 2,866,000 Anhui Conch Cement Co. Ltd. "H"(a) 7,797 344,238 Cemex S.A.B. de C.V. ADR 2,169 ---------- 11,699 ---------- DIVERSIFIED METALS & MINING (1.0%) 673,280 Freeport-McMoRan, Inc. 5,507 1,696,100 Grupo Mexico S.A.B. de C.V. "B" 3,703 ---------- 9,210 ---------- INDUSTRIAL GASES (0.1%) 3,290,300 Yingde Gases Group Co.(a) 1,384 ---------- SPECIALTY CHEMICALS (0.4%) 240,169 Aarti Industries Ltd.(a) 1,774 8,560,500 D&L Industries, Inc.(a) 1,705 ---------- 3,479 ---------- STEEL (0.8%) 18,774 POSCO(a) 2,747 200,420 Ternium S.A. ADR 2,852 320,000 Yeong Guan Energy Technology Group Co. Ltd.(a) 1,737 ---------- 7,336 ---------- Total Materials 35,702 ---------- TELECOMMUNICATION SERVICES (6.2%) --------------------------------- ALTERNATIVE CARRIERS (0.4%) 5,152,000 Citic Telecom International(a) 1,967 5,469,700 Link Net Tbk PT*(a) 1,403 ---------- 3,370 ---------- INTEGRATED TELECOMMUNICATION SERVICES (2.0%) 235,530 02 Czech Republic A.S.(a) 2,372 235,530 Ceska Telekomunikacni Infrastruktura A.S.*(a) 1,573 ================================================================================ 22 | USAA EMERGING MARKETS FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- 550,220 Magyar Telekom Telecommunications plc*(a) $ 752 252,400 Telekomunikasi Indonesia (Persero) Tbk PT ADR 10,730 13,142,870 XL Axiata Tbk PT*(a) 3,286 ---------- 18,713 ---------- WIRELESS TELECOMMUNICATION SERVICES (3.8%) 212,215 America Movil S.A.B. de C.V. ADR "L" 3,436 126,600 China Mobile Ltd.(a) 1,456 169,270 China Mobile Ltd. ADR 9,728 12,190 MegaFon OAO GDR(a) 184 267,857 MegaFon OAO GDR(c) 4,058 631,000 Mobile TeleSystems ADR 4,448 410,480 Mobile TeleSystems OJSC(c) 1,349 99,580 Philippine Long Distance Telephone Co. ADR 4,359 72,610 TIM Participacoes S.A. ADR 725 661,000 Turkcell Iletisim Hizmetleri A.S. ADR 6,293 ---------- 36,036 ---------- Total Telecommunication Services 58,119 ---------- UTILITIES (1.2%) ---------------- ELECTRIC UTILITIES (0.7%) 494,350 Centrais Eletricas Brasileiras S.A. Eletrobras ADR* 697 46,400 Companhia Paranaense de Energia 230 184,400 Companhia Paranaense de Energia ADR 1,359 195,470 Reliance Infrastructure Ltd. GDR 3,977 ---------- 6,263 ---------- GAS UTILITIES (0.1%) 257,518 Aygaz A.S.(a) 946 ---------- WATER UTILITIES (0.4%) 816,000 Cia Saneamento Basico de Sao Paulo 3,990 ---------- Total Utilities 11,199 ---------- Total Common Stocks (cost: $954,598) 898,835 ---------- PREFERRED STOCKS (1.6%) CONSUMER DISCRETIONARY (0.4%) ----------------------------- AUTOMOBILE MANUFACTURERS (0.4%) 38,050 Hyundai Motor Co. Ltd.(a) 3,638 ---------- Total Consumer Discretionary 3,638 ---------- ENERGY (0.9%) ------------- INTEGRATED OIL & GAS (0.9%) 1,338,280 Petroleo Brasileiro S.A. ADR* 5,179 ================================================================================ PORTFOLIO OF INVESTMENTS | 23 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- 5,367,000 Surgutneftegas*(c) $ 3,440 ---------- 8,619 ---------- Total Energy 8,619 ---------- FINANCIALS (0.0%) ----------------- DIVERSIFIED BANKS (0.0%) 69,552 Banco Bradesco S.A. 380 ---------- Total Financials 380 ---------- MATERIALS (0.2%) ---------------- STEEL (0.2%) 521,315 Vale S.A. ADR 1,397 ---------- Total Materials 1,397 ---------- TELECOMMUNICATION SERVICES (0.1%) --------------------------------- INTEGRATED TELECOMMUNICATION SERVICES (0.1%) 113,660 Telefonica Brasil S.A. ADR 1,066 ---------- Total Telecommunication Services 1,066 ---------- Total Preferred Stocks (cost: $32,644) 15,100 ---------- RIGHTS (0.0%) FINANCIALS (0.0%) ----------------- DIVERSIFIED BANKS (0.0%) 33,841 Standard Chartered plc* 46 ---------- Total Financials 46 ---------- Total Rights (cost: $0) 46 ---------- Total Equity Securities (cost: $987,242) 913,981 ---------- -------------------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT $(000)(f) -------------------------------------------------------------------------------------------------------- CONVERTIBLE SECURITIES (0.0%) CONSUMER DISCRETIONARY (0.0%) ----------------------------- HOMEBUILDING (0.0%) BRL 1,548 Viver Incorporadora e Construtora S.A., 16.14% due 8/6/2016, acquired 9/30/2013; cost $698(b),(c) 48 ---------- Total Consumer Discretionary 48 ---------- Total Convertible Securities (cost: $698) 48 ---------- ================================================================================ 24 | USAA EMERGING MARKETS FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- MONEY MARKET INSTRUMENTS (2.8%) MONEY MARKET FUNDS (2.8%) 25,665,494 State Street Institutional Liquid Reserves Fund Premier Class, 0.15%(e) $ 25,665 ---------- Total Money Market Instruments (cost: $25,665) 25,665 ---------- TOTAL INVESTMENTS (COST: $1,013,605) $ 939,694 ========== -------------------------------------------------------------------------------------------------------- ($ 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 -------------------------------------------------------------------------------------------------------- Equity Securities: Common Stocks $289,240 $608,800 $795 $898,835 Preferred Stocks 8,022 7,078 - 15,100 Rights 46 - - 46 Bonds: Convertible Securities - 48 - 48 Money Market Instruments: Money Market Funds 25,665 - - 25,665 -------------------------------------------------------------------------------------------------------- Total $322,973 $615,926 $795 $939,694 -------------------------------------------------------------------------------------------------------- Refer to the Portfolio of Investments for additional industry, country, or geographic region classifications. ================================================================================ PORTFOLIO OF INVESTMENTS | 25 ================================================================================ Reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value: -------------------------------------------------------------------------------------------------------- COMMON STOCKS -------------------------------------------------------------------------------------------------------- Balance as of May 31, 2015 $1,056 Purchases - Sales - Transfers into Level 3 - Transfers out of Level 3 - Net realized gain (loss) on investments - Change in net unrealized appreciation/(depreciation) of investments (261) -------------------------------------------------------------------------------------------------------- Balance as of November 30, 2015 $ 795 -------------------------------------------------------------------------------------------------------- For the period of June 1, 2015, through November 30, 2015, common stocks with a value of $59,000 were transferred from Level 2 to Level 1 due to the availability of quoted prices once the security began actively trading. 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. ================================================================================ 26 | USAA EMERGING MARKETS FUND ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------- o GENERAL NOTES Market values of securities are determined by procedures and practices discussed in Note 1A 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. o CATEGORIES AND DEFINITIONS RIGHTS - Enable the holder to buy a specified number of shares of new issues of a common stock before it is offered to the public. o PORTFOLIO ABBREVIATIONS AND DESCRIPTIONS ADR American depositary receipts are receipts issued by a U.S. bank evidencing ownership of foreign shares. Dividends are paid in U.S. dollars. BRL Brazilian Real GDR Global depositary receipts are receipts issued by a U.S. or foreign bank evidencing ownership of foreign shares. Dividends are paid in U.S. dollars. NVDR Non-voting depositary receipts are receipts issued by Thai NVDR Company Limited. REIT Real estate investment trust ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 27 ================================================================================ o SPECIFIC NOTES (a) Securities with a value of $581,963,000, which represented 62.1% of the Fund's net assets, were classifed as Level 2 at November 30, 2015, due to the prices being adjusted to take into account significant market movements following the close of local trading. (b) Security deemed illiquid by the USAA Asset Management Company (the Manager), under liquidity guidelines approved by the USAA Mutual Funds Trust's Board of Trustees (the Board). The aggregate market value of these securities at November 30, 2015, was $4,413,000, which represented 0.5% of the Fund's net assets. (c) Security was fair valued at November 30, 2015, by the Manager in accordance with valuation procedures approved by the Board. The total value of all such securities was $34,758,000, which represented 3.7% of the Fund's net assets. (d) 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 the Manager under liquidity guidelines approved by the Board, unless otherwise noted as illiquid. (e) Rate represents the money market fund annualized seven-day yield at November 30, 2015. (f) In U.S. dollars unless otherwise noted. * Non-income-producing security. See accompanying notes to financial statements. ================================================================================ 28 | USAA EMERGING MARKETS FUND ================================================================================ STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) November 30, 2015 (unaudited) -------------------------------------------------------------------------------------------------------- ASSETS Investments in securities, at market value (cost of $1,013,605) $ 939,694 Cash 39 Cash denominated in foreign currencies (identified cost of $473) 471 Receivables: Capital shares sold 1,280 Dividends and interest 471 Securities sold 1,428 ----------- Total assets 943,383 ----------- LIABILITIES Payables: Securities purchased 3,464 Capital shares redeemed 284 Unrealized depreciation on foreign currency contracts held, at value 1 Accrued management fees 783 Accrued transfer agent's fees 56 Other accrued expenses and payables 1,572 ----------- Total liabilities 6,160 ----------- Net assets applicable to capital shares outstanding $ 937,223 =========== NET ASSETS CONSIST OF: Paid-in capital $ 1,178,868 Accumulated undistributed net investment income 6,428 Accumulated net realized loss on investments (172,800) Net unrealized depreciation of investments (73,911) Net unrealized depreciation of foreign currency translations (1,362) ----------- Net assets applicable to capital shares outstanding $ 937,223 =========== Net asset value, redemption price, and offering price per share: Fund Shares (net assets of $445,588/31,489 shares outstanding) $ 14.15 =========== Institutional Shares (net assets of $487,722/34,519 shares outstanding) $ 14.13 =========== Adviser Shares (net assets of $3,913/278 shares outstanding) $ 14.08 =========== See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 29 ================================================================================ STATEMENT OF OPERATIONS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited) -------------------------------------------------------------------------------- INVESTMENT INCOME Dividends (net of foreign taxes withheld of $1,638) $ 13,171 Interest (net of foreign taxes withheld of $1) 22 ----------- Total income 13,193 ----------- EXPENSES Management fees 4,791 Administration and servicing fees: Fund Shares 344 Institutional Shares 266 Adviser Shares 3 Transfer agent's fees: Fund Shares 665 Institutional Shares 266 Distribution and service fees (Note 6F): Adviser Shares 5 Custody and accounting fees: Fund Shares 219 Institutional Shares 244 Adviser Shares 2 Postage: Fund Shares 29 Institutional Shares 20 Shareholder reporting fees: Fund Shares 15 Institutional Shares 6 Trustees' fees 13 Registration fees: Fund Shares 16 Institutional Shares 26 Adviser Shares 11 Professional fees 81 Other 11 ----------- Total expenses 7,033 Expenses reimbursed: Adviser Shares (6) ----------- Net expenses 7,027 ----------- NET INVESTMENT INCOME 6,166 ----------- NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS AND FOREIGN CURRENCY Net realized loss on: Investments (net of foreign taxes withheld of $46) (33,977) Foreign currency transactions (719) Change in net unrealized appreciation/(depreciation) of: Investments (128,035) Foreign currency translations (245) ----------- Net realized and unrealized loss (162,976) ----------- Decrease in net assets resulting from operations $ (156,810) =========== See accompanying notes to financial statements. ================================================================================ 30 | USAA EMERGING MARKETS FUND ================================================================================ STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited), and year ended May 31, 2015 -------------------------------------------------------------------------------- 11/30/2015 5/31/2015 -------------------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income $ 6,166 $ 9,858 Net realized loss on investments (33,977) (47,525) Net realized loss on foreign currency transactions (719) (1,074) Change in net unrealized appreciation/(depreciation) of: Investments (128,035) (54,167) Foreign currency translations (245) (894) -------------------------- Decrease in net assets resulting from operations (156,810) (93,802) -------------------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income: Fund Shares - (6,680) Institutional Shares - (11,035) Adviser Shares - (56) -------------------------- Distributions to shareholders - (17,771) -------------------------- NET INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS (NOTE 5) Fund Shares 15,936 41,864 Institutional Shares (63,978) (27,153) Adviser Shares (2) 36 -------------------------- Total net increase (decrease) in net assets from capital share transactions (48,044) 14,747 -------------------------- Net decrease in net assets (204,854) (96,826) NET ASSETS Beginning of period 1,142,077 1,238,903 -------------------------- End of period $ 937,223 $1,142,077 ========================== Accumulated undistributed net investment income: End of period $ 6,428 $ 262 ========================== See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 31 ================================================================================ NOTES TO FINANCIAL STATEMENTS November 30, 2015 (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 54 separate funds. Additionally, the Fund qualifies as a registered investment company under Accounting Standards Codification Topic 946. The information presented in this semiannual report pertains only to the USAA Emerging Markets Fund (the Fund), which is classified as diversified under the 1940 Act. The Fund's investment objective is to seek capital appreciation. The Fund consists of three classes of shares: Emerging Markets Fund Shares (Fund Shares), Emerging Markets Fund Institutional Shares (Institutional Shares), and Emerging Markets Fund Adviser Shares (Adviser Shares). Each class of shares has equal rights to assets and earnings, except that each class bears certain class-related expenses specific to the particular class. These expenses include administration and servicing fees, transfer agent fees, postage, shareholder reporting fees, distribution and service (12b-1) fees, and certain registration and custodian fees. Expenses not attributable to a specific class, income, and realized gains or losses on investments are allocated to each class of shares based on each class's relative net assets. Each class has exclusive voting rights on matters related solely to that class and separate voting rights on matters that relate to all classes. The Institutional Shares are available for investment through a USAA discretionary managed account program, and certain advisory programs sponsored by financial intermediaries, such as brokerage firms, investment advisors, financial planners, third-party administrators, and insurance companies. Institutional Shares also are available to institutional investors, which include retirement plans, endowments, foundations, and ================================================================================ 32 | USAA EMERGING MARKETS FUND ================================================================================ bank trusts, as well as other persons or legal entities that the Fund may approve from time to time, or for purchase by a USAA fund participating in a fund-of-funds investment strategy (USAA fund-of-funds). The Adviser Shares permit investors to purchase shares through financial intermediaries, including banks, broker-dealers, insurance companies, investment advisers, plan sponsors, and financial professionals that provide various administrative and distribution services. 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), an affiliate of the Fund. Among other things, these monthly meetings include a review and analysis of back testing reports, pricing service quotation comparisons, illiquid securities and fair value determinations, pricing movements, and daily stale price monitoring. The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below: 1. Equity securities, including exchange-traded funds (ETFs), exchange- traded notes (ETNs), and equity-linked structured notes, except as otherwise noted, traded primarily on a domestic securities exchange ================================================================================ NOTES TO FINANCIAL STATEMENTS | 33 ================================================================================ or the 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. 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 many 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 need to be reflected in the value of the Fund's foreign securities. However, the Manager and the Fund's subadviser(s), if applicable, will monitor for events that would materially affect the value of the Fund's foreign securities. The Fund's subadviser(s) have agreed to notify the Manager of significant events they identify 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 Committee will consider such available information that it deems relevant and will determine a fair value for the affected foreign securities in accordance with valuation procedures. In addition, information from an external vendor or other sources may be used to adjust the foreign market closing prices of foreign equity securities to reflect what the Committee 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. ================================================================================ 34 | USAA EMERGING MARKETS FUND ================================================================================ 3. Investments in open-end investment companies, commingled, or other funds, other than ETFs, are valued at their NAV at the end of each business day. 4. 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 value a security when, in the Service's judgment, these prices are readily available and are representative of the security's market value. For many securities, such prices are not readily available. The Service generally prices those securities based on methods which 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. 5. Short-term debt securities with original or remaining maturities of 60 days or less may be valued at amortized cost, provided that amortized cost represents the fair value of such securities. 6. Repurchase agreements are valued at cost. 7. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with 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, other pricing services, or widely used quotation systems. General factors considered in determining the fair value of securities include fundamental analytical data, the nature and ================================================================================ NOTES TO FINANCIAL STATEMENTS | 35 ================================================================================ duration of any restrictions on disposition of the securities, evaluation of credit quality, 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 indexes. Level 2 securities include certain preferred stocks and common stocks, which are valued based on methods discussed in Note 1A2. Additionally, convertible securities, certain preferred stocks, and certain common stocks are valued using market inputs and other observable factors deemed by the Manager to appropriately reflect fair value. 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 fair value methods included using inputs such as the value being derived based on the analysis of the restructuring plan and last quoted price adjusted by movements in an index that is representative of the local market. However, these securities are included in the Level 3 category ================================================================================ 36 | USAA EMERGING MARKETS FUND ================================================================================ 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. 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. D. 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 on short-term securities are amortized on a straight-line basis over the life of the respective securities. Foreign income and capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable, as a reduction to such income and realized gains. These foreign taxes have been provided for in accordance with the understanding of the applicable countries' tax rules and rates. E. 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 37 ================================================================================ fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Separately, net realized foreign currency gains/losses may arise from sales of foreign currency, currency gains/losses realized between the trade and settlement dates on security transactions, and from the difference between amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts received. At the end of the Fund's fiscal year, these net realized foreign currency gains/losses are reclassified from accumulated net realized gain/loss to accumulated undistributed net investment income on the Statement of Assets and Liabilities as such amounts are treated as ordinary income/loss for tax purposes. Net unrealized foreign currency exchange gains/losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rate. F. EXPENSES PAID INDIRECTLY - A portion of the brokerage commissions that the Fund pays may be recaptured as a credit that is tracked and used by the custodian to directly reduce expenses paid by the Fund. In addition, 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, 2015, brokerage commission recapture credits reduced the expenses of the Fund Shares, Institutional Shares, and Adviser Shares each by less than $500. For the six-month period ended November 30, 2015 there were no custodian and other bank credits. G. REDEMPTION FEES - Adviser Shares held in the Fund less than 60 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed or exchanged shares. All redemption fees paid will be accounted for by the Fund as an addition to paid in capital. For the six-month period ended November 30, 2015, the Adviser Shares did not charge any redemption fees. H. 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 ================================================================================ 38 | USAA EMERGING MARKETS FUND ================================================================================ 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. I. 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 9.0 basis points of the amount of the committed loan agreement. Prior to September 30, 2015, the maximum annual facility fee was 7.0 basis points of the amount of the committed loan agreement. The facility fees are allocated among the USAA Funds based on their respective average net assets for the period. The USAA Funds may request an optional increase of the committed loan agreement up to $750 million. If the USAA Funds increase the committed loan agreement above the $500 million, the assessed facility fee by CAPCO will be increased to 10.0 basis points. For the six-month period ended November 30, 2015, the Fund paid CAPCO facility fees of $2,000, which represents 1.4% 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, 2015. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 39 ================================================================================ (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, 2016, in accordance with applicable tax law. Distributions of net investment income and realized gains from security transactions not offset by capital losses are made annually in the succeeding fiscal year or as otherwise required to avoid the payment of federal taxes. At May 31, 2015, the Fund had net capital loss carryforwards of $126,461,000, for federal income tax purposes. 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. CAPITAL LOSS CARRYFORWARDS ---------------------------------------------- TAX CHARACTER ---------------------------------------------- (NO EXPIRATION) BALANCE --------------- ------------ Short-Term $ 27,326,000 Long-Term 99,135,000 ------------ Total $126,461,000 ------------ For the six-month period ended November 30, 2015, 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 the Fund's 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, 2015, were $230,244,000 and $263,163,000, respectively. As of November 30, 2015, the cost of securities, including short-term securities, for federal income tax purposes, was approximately the same as that reported in the financial statements. =============================================================================== 40 | USAA EMERGING MARKETS FUND =============================================================================== Gross unrealized appreciation and depreciation of investments as of November 30, 2015, were $117,421,000 and $191,332,000, respectively, resulting in net unrealized depreciation of $73,911,000. (5) CAPITAL SHARE TRANSACTIONS At November 30, 2015, there were an unlimited number of shares of capital stock at no par value authorized for the Fund. Capital share transactions for the Institutional Shares resulted from purchases and sales by the affiliated USAA fund-of-funds as well as other persons or legal entities that the Fund may approve from time to time. Capital share transactions for all classes were as follows, in thousands: SIX-MONTH PERIOD ENDED YEAR ENDED NOVEMBER 30, 2015 MAY 31, 2015 -------------------------------------------------------------------------------------------------------- SHARES AMOUNT SHARES AMOUNT --------------------------------------------------- FUND SHARES: Shares sold 3,958 $ 58,116 8,404 $ 140,293 Shares issued from reinvested dividends - - 432 6,609 Shares redeemed (2,872) (42,180) (6,162) (105,038) --------------------------------------------------- Net increase from capital share transactions 1,086 $ 15,936 2,674 $ 41,864 =================================================== INSTITUTIONAL SHARES: Shares sold 2,852 $ 41,697 6,603 $ 112,532 Shares issued from reinvested dividends - - 704 10,722 Shares redeemed (7,134) (105,675) (8,893) (150,407) --------------------------------------------------- Net decrease from capital share transactions (4,282) $ (63,978) (1,586) $ (27,153) =================================================== ADVISER SHARES: Shares sold -** $ -** 3 $ 46 Shares issued from reinvested dividends - - -** 1 Shares redeemed -** (2) (1)* (11)* --------------------------------------------------- Net increase (decrease) from capital share transactions -** $ (2) 2 $ 36 =================================================== *Net of redemption fees. **Represents less than 500 shares or $500. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 41 ================================================================================ (6) 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. 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. The Manager monitors each subadviser's performance through quantitative and qualitative analysis and periodically reports to the Board as to whether each subadviser's agreement should be renewed, terminated, or modified. The Manager also is responsible for allocating assets to the subadviser(s). The allocation for each subadviser could range from 0% to 100% of the Fund's assets, and the Manager could change the allocations without shareholder approval. The investment management fee for the Fund is comprised of a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 1.00% of the Fund's average net assets. The performance adjustment is calculated separately for each share class on a monthly basis by comparing each class's performance over the performance period to that of the Lipper Emerging Markets Funds Index. The Lipper Emerging Markets Funds Index tracks the total return performance of the 30 largest funds in the Lipper Emerging Markets Funds category. The performance period for each class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment: OVER/UNDER PERFORMANCE RELATIVE TO INDEX ANNUAL ADJUSTMENT RATE (IN BASIS POINTS)(1) (IN BASIS POINTS)(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. ================================================================================ 42 | USAA EMERGING MARKETS FUND ================================================================================ Each class's annual performance adjustment rate is multiplied by the average net assets of each respective class 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, each class will pay a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Emerging Markets Funds Index over that period, even if the class had overall negative returns during the performance period. For the six-month period ended November 30, 2015, the Fund incurred total management fees, paid or payable to the Manager, of $4,791,000, which included a performance adjustment for the Fund Shares, Institutional Shares, and Adviser Shares of $(82,000), $(102,000), and $(1,000), respectively. For the Fund Shares, Institutional Shares, and Adviser Shares, the performance adjustments were (0.04)%, (0.04)%, and (0.05)%, respectively. B. SUBADVISORY ARRANGEMENT(s) - The Manager entered into Investment Subadvisory Agreements with Brandes Investment Partners, L.P. (Brandes), Lazard Asset Management (Lazard), and Victory Capital Management Inc. (Victory Capital), under which Brandes, Lazard, and Victory Capital each direct the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by the Manager). The Manager (not the Fund) pays Brandes a subadvisory fee in the annual amount of 0.75% for assets up to $300 million; 0.70% for assets over $300 million up to $600 million; and 0.60% for assets over $600 million on the portion of the Fund's average net assets that Brandes manages. For the six-month period ended November 30, 2015, the Manager incurred subadvisory fees with respect to the Fund, paid or payable to Brandes, of $543,000 The Manager (not the Fund) pays Lazard a subadvisory fee in the annual amount of 0.75% for assets up to $200 million; 0.70% for assets ================================================================================ NOTES TO FINANCIAL STATEMENTS | 43 ================================================================================ over $200 million up to $400 million; 0.65% for assets over $400 million up to $600 million; and 0.60% for assets over $600 million on the portion of the Fund's average net assets that Lazard manages. For the six-month period ended November 30, 2015, the Manager incurred subadvisory fees with respect to the Fund, paid or payable to Lazard, of $2,308,000. The Manager (not the Fund) pays Victory Capital a subadvisory fee in the annual amount of 0.85% for assets up to $50 million; 0.75% for assets over $50 million up to $150 million; and 0.70% for assets over $150 million on the portion of the Fund's average net assets that Victory Capital manages. For the six-month period ended November 30, 2015, the Manager incurred subadvisory fees with respect to the Fund, paid or payable to Victory Capital, of $699,000. C. ADMINISTRATION AND SERVICING FEES - The Manager provides certain administration and servicing functions for the Fund. For such services, the Manager receives a fee accrued daily and paid monthly at an annualized rate of 0.15% of average net assets of the Fund Shares and Adviser Shares, and 0.10% of average net assets of the Institutional Shares. For the six-month period ended November 30, 2015, the Fund Shares, Institutional Shares, and Adviser Shares incurred administration and servicing fees, paid or payable to the Manager, of $344,000, $266,000, and $3,000, respectively. In addition to the services provided under its Administration and Servicing Agreement with the Fund, the Manager also provides certain compliance and legal services for the benefit of the Fund. The Board has approved the reimbursement of a portion of these expenses incurred by the Manager. For the six-month period ended November 30, 2015, the Fund reimbursed the Manager $12,000 for these compliance and legal services. These expenses are included in the professional fees on the Fund's Statement of Operations. D. EXPENSE LIMITATION - The Manager agreed, through October 1, 2016, to limit the total annual operating expenses of the Adviser Shares to 1.75% of its average net assets, excluding extraordinary expenses and before reductions of any expenses paid indirectly, and to reimburse the Adviser Shares for all expenses in excess of that amount. This expense limitation ================================================================================ 44 | USAA EMERGING MARKETS FUND ================================================================================ arrangement may not be changed or terminated through October 1, 2016, 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, 2015, the Adviser Shares incurred reimbursable expenses of $6,000, of which less than $500 was receivable from the Manager. E. TRANSFER AGENT'S FEES - USAA Transfer Agency Company, d/b/a USAA Shareholder Account Services (SAS), an affiliate of the Manager, provides transfer agent services to the Fund Shares and Adviser Shares 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. Transfer agent's fees for Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of the Institutional Shares' average net assets, plus out-of-pocket expenses. For the six-month period ended November 30, 2015, the Fund Shares, Institutional Shares, and Adviser Shares incurred transfer agent's fees, paid or payable to SAS, of $665,000, $266,000, and less than $500, respectively. F. DISTRIBUTION AND SERVICE (12b-1) FEES - The Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the Adviser Shares. Under the plan, the Adviser Shares pay fees to USAA Investment Management Company, the distributor, for distribution and shareholder services. USAA Investment Management Company pays all or a portion of such fees to intermediaries that make the Adviser Shares available for investment by their customers. The fee is accrued daily and paid monthly at an annual rate of 0.25% of the Adviser Shares' average net assets. Adviser Shares are offered and sold without imposition of an initial sales charge or a contingent deferred sales charge. For the six-month period ended November 30, 2015, the Adviser Shares incurred distribution and service (12b-1) fees of $5,000. G. 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. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 45 ================================================================================ (7) TRANSACTIONS WITH AFFILIATES The Fund offers its Institutional Shares for investment by other USAA Funds and is one of 20 USAA mutual funds in which the affiliated USAA fund-of-funds may invest. The USAA fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control. As of November 30, 2015, the USAA fund-of-funds owned the following percentages of the total outstanding shares of the Fund: AFFILIATED USAA FUND OWNERSHIP % -------------------------------------------------------------------------------- USAA Cornerstone Conservative 0.2 USAA Cornerstone Equity 0.8 USAA Target Retirement Income 0.3 USAA Target Retirement 2020 1.1 USAA Target Retirement 2030 3.0 USAA Target Retirement 2040 4.1 USAA Target Retirement 2050 2.3 USAA Target Retirement 2060 0.2 The Manager is indirectly wholly owned by United Services Automobile Association (USAA), a large, diversified financial services institution. At November 30, 2015, USAA and its affiliates owned 271,000 Adviser Shares which represents 97.6% of the Adviser Shares and 0.4% of the Fund. 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. ================================================================================ 46 | USAA EMERGING MARKETS FUND ================================================================================ (8) FINANCIAL HIGHLIGHTS - FUND SHARES Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, ------------------------------------------------------------------------------------ 2015 2015 2014 2013 2012 2011 ------------------------------------------------------------------------------------ Net asset value at beginning of period $ 16.46 $ 18.14 $ 17.44 $ 15.45 $ 21.57 $ 17.20 ------------------------------------------------------------------------------------ Income (loss) from investment operations: Net investment income .07 .08 .14 .17(b) .15 .13 Net realized and unrealized gain (loss) (2.38) (1.52) .65 1.96(b) (5.57) 4.37 ------------------------------------------------------------------------------------ Total from investment operations (2.31) (1.44) .79 2.13(b) (5.42) 4.50 ------------------------------------------------------------------------------------ Less distributions from: Net investment income - (.24) (.09) (.14) (.14) (.13) Realized capital gains - - - - (.56) - ------------------------------------------------------------------------------------ Total distributions - (.24) (.09) (.14) (.70) (.13) ------------------------------------------------------------------------------------ Net asset value at end of period $ 14.15 $ 16.46 $ 18.14 $ 17.44 $ 15.45 $ 21.57 ==================================================================================== Total return (%)* (14.03) (7.84) 4.56 13.78 (25.21) 26.19 Net assets at end of period (000) $ 445,588 $500,510 $503,052 $476,735 $670,698 $821,004 Ratios to average net assets:** Expenses (%)(a) 1.55(d) 1.50 1.50 1.58 1.58 1.59 Net investment income (%) 1.06(d) .71 .83 1.00 1.06 .68 Portfolio turnover (%) 24 46 48 148(c) 72 66 * 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, 2015, average net assets were $458,077,000. (a) Reflects total annual operating expenses of the Fund Shares before reductions of any expenses paid indirectly. The Fund Shares' expenses paid indirectly decreased the expense ratios by less than 0.01%. (b) Calculated using average shares. (c) Reflects increased trading activity due to changes in subadvisers and asset allocation strategies. (d) Annualized. The ratio is not necessarily indicative of 12 months of operations. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 47 ================================================================================ (8) FINANCIAL HIGHLIGHTS (CONTINUED) - INSTITUTIONAL SHARES Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, ------------------------------------------------------------------------------------ 2015 2015 2014 2013 2012 2011 ------------------------------------------------------------------------------------ Net asset value at beginning of period $ 16.42 $ 18.10 $ 17.41 $ 15.45 $ 21.60 $ 17.22 ------------------------------------------------------------------------------------ Income (loss) from investment operations: Net investment income .09 .13 .18 .20(a) .20 .22 Net realized and unrealized gain (loss) (2.38) (1.53) .65 1.99(a) (5.58) 4.37 ------------------------------------------------------------------------------------ Total from investment operations (2.29) (1.40) .83 2.19(a) (5.38) 4.59 ------------------------------------------------------------------------------------ Less distributions from: Net investment income - (.28) (.14) (.23) (.21) (.21) Realized capital gains - - - - (.56) - ------------------------------------------------------------------------------------ Total distributions - (.28) (.14) (.23) (.77) (.21) ------------------------------------------------------------------------------------ Net asset value at end of period $ 14.13 $ 16.42 $ 18.10 $ 17.41 $ 15.45 $ 21.60 ==================================================================================== Total return (%)* (13.95) (7.64) 4.82 14.18 (25.01) 26.71 Net assets at end of period (000) $ 487,722 $637,007 $730,863 $540,580 $202,173 $185,493 Ratios to average net assets:** Expenses (%)(b) 1.30(e) 1.27 1.29 1.30 1.27 1.20(c) Expenses, excluding reimbursements (%)(b) 1.30(e) 1.27 1.29 1.30 1.27 1.22 Net investment income (%) 1.40(e) .93 1.03 1.19 1.40 1.13 Portfolio turnover (%) 24 46 48 148(d) 72 66 * 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, 2015, average net assets were $531,118,000. (a) Calculated using average shares. (b) Reflects total annual operating expenses of the Institutional Shares before reductions of any expenses paid indirectly. The Institutional Shares' expenses paid indirectly decreased the expense ratios by less than 0.01%. (c) Prior to October 1, 2010, the Manager had voluntarily agreed to limit the annual expenses of the Institutional Shares to 1.13% of the Institutional Shares' average net assets. (d) Reflects increased trading activity due to changes in subadvisers and asset allocation strategies. (e) Annualized. The ratio is not necessarily indicative of 12 months of operations. ================================================================================ 48 | USAA EMERGING MARKETS FUND ================================================================================ (8) FINANCIAL HIGHLIGHTS (CONTINUED) - ADVISER SHARES Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, MAY 31, ----------------------------------------------------------------------------------- 2015 2015 2014 2013 2012 2011*** ----------------------------------------------------------------------------------- Net asset value at beginning of period $ 16.40 $ 18.08 $ 17.35 $ 15.40 $ 21.50 $ 19.22 ----------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income .06 .05 .09 .11 .10 .03(a) Net realized and unrealized gain (loss) (2.38) (1.53) .66 1.94 (5.57) 2.36(a) ----------------------------------------------------------------------------------- Total from investment operations (2.32) (1.48) .75 2.05 (5.47) 2.39(a) ----------------------------------------------------------------------------------- Less distributions from: Net investment income - (.20) (.02) (.10) (.07) (.11) Realized capital gains - - - - (.56) - ----------------------------------------------------------------------------------- Total distributions - (.20) (.02) (.10) (.63) (.11) ----------------------------------------------------------------------------------- Redemption fees added to beneficial interests - .00(f) - - - - ----------------------------------------------------------------------------------- Net asset value at end of period $ 14.08 $ 16.40 $ 18.08 $ 17.35 $ 15.40 $ 21.50 =================================================================================== Total return (%)* (14.15) (8.09) 4.34 13.31 (25.53) 12.48 Net assets at end of period (000) $ 3,913 $ 4,560 $ 4,988 $ 4,784 $ 4,237 $ 5,919 Ratios to average net assets:** Expenses (%)(b) 1.75(c) 1.79(e) 1.77 2.00 2.00 2.00(c) Expenses, excluding reimbursements (%)(b) 2.03(c) 1.95 1.77 2.04 2.16 2.26(c) Net investment income (%) .88(c) .41 .57 .55 .63 .16(c) Portfolio turnover (%) 24 46 48 148(d) 72 66 * 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, 2015, average net assets were $4,082,000. *** Adviser Shares were initiated on August 1, 2010. (a) Calculated using average shares. (b) Reflects total annual operating expenses of the Adviser Shares before reductions of any expenses paid indirectly. The Adviser Shares' expenses paid indirectly decreased the expense ratios by less than 0.01%. (c) Annualized. The ratio is not necessarily indicative of 12 months of operations. (d) Reflects increased trading activity due to changes in subadvisers and asset allocation strategies. (e) Prior to October 1, 2014, the Manager voluntarily agreed to reimburse the Adviser Shares for expenses in excess of 2.00% of their annual average net assets. (f) Represents less than $0.01 per share. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 49 ================================================================================ EXPENSE EXAMPLE November 30, 2015 (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, distribution and service (12b-1) 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, 2015, through November 30, 2015. ACTUAL EXPENSES The line labeled "actual" under each share class 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 for your share class 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" under each share class in the table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratios for each class 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 ================================================================================ 50 | USAA EMERGING MARKETS FUND ================================================================================ 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 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" 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, 2015 - JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 ----------------------------------------------------------------- FUND SHARES Actual $1,000.00 $ 859.70 $7.21 Hypothetical (5% return before expenses) 1,000.00 1,017.25 7.82 INSTITUTIONAL SHARES Actual 1,000.00 860.50 6.05 Hypothetical (5% return before expenses) 1,000.00 1,018.50 6.56 ADVISER SHARES Actual 1,000.00 858.50 8.13 Hypothetical (5% return before expenses) 1,000.00 1,016.25 8.82 *Expenses are equal to the annualized expense ratio of 1.55% for Fund Shares, 1.30% for Institutional Shares, and 1.75% for Adviser Shares, which are net of any reimbursements and expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/366 days (to reflect the one-half-year period). The Fund's actual ending account values are based on its actual total returns of (14.03)% for Fund Shares, (13.95)% for Institutional Shares, and (14.15)% for Adviser Shares for the six-month period of June 1, 2015, through November 30, 2015. ================================================================================ EXPENSE EXAMPLE | 51 ================================================================================ 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 1700 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) (210) 531-8722 -------------------------------------------------------------------------------- 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) or (210) 531-8722; (ii) at USAA.COM; and (iii) in summary within the Statement of Additional Information on the SEC's website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's website at HTTP://WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling (800) 531-USAA (8722) or (210) 531-8722; (ii) at USAA.COM; and (iii) on the SEC's website at HTTP://WWW.SEC.GOV. These Forms N-Q also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. ================================================================================ -------------- USAA PRSRT STD 9800 Fredericksburg Road U.S. Postage San Antonio, TX 78288 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) ============================================================================= 25559-0116 (C)2016, USAA. All rights reserved. [LOGO OF USAA] USAA(R) [GRAPHIC OF USAA GOVERNMENT SECURITIES FUND] ============================================================ SEMIANNUAL REPORT USAA GOVERNMENT SECURITIES FUND FUND SHARES o INSTITUTIONAL SHARES o ADVISER SHARES NOVEMBER 30, 2015 ============================================================ ================================================================================ ================================================================================ PRESIDENT'S MESSAGE "A NEW YEAR IS A GREAT TIME TO REEVALUATE YOUR INVESTMENT PLAN TO HELP ENSURE YOU ARE STAYING [PHOTO OF BROOKS ENGLEHARDT] ON TRACK TOWARD YOUR FINANCIAL GOALS." -------------------------------------------------------------------------------- JANUARY 2016 The financial markets were volatile during the reporting period ended November 30, 2015, but U.S. stocks, the broad U.S. fixed-income market, and longer-term U.S. Treasury securities had experienced minimal change when the reporting period came to an end. Emerging markets stocks, in contrast, generally suffered losses, while stocks in non-U.S. developed markets also declined, though to a lesser extent. When the reporting period began in June 2015, Greece was once again in the headlines, as the country's debt problems reemerged and investors speculated about the future of the European Union. During July 2015, market turbulence increased. Worries about China's slow economic growth triggered a steep decline in the Chinese equity market, with many other emerging stock markets falling in a similar fashion. In response, the Chinese authorities surprised many investors by devaluing its currency, which added to investors' existing concerns about the health of the global economy. The result was a broad sell-off in riskier asset classes and a flight to the perceived safety of U.S. Treasury securities. Meanwhile, a divergence in global economic growth was reflected in the monetary policies being pursued by the world's central banks. Persistent economic weakness outside the United States led many central banks to cut interest rates and boost quantitative easing, resulting in low--and even negative--global interest rates. At the same time, the U.S. economy continued to grow, albeit slowly, and the Federal Reserve (the Fed) strongly signaled that it would begin to raise interest rates for the first time in seven years. As a result, shorter-term U.S. Treasury yields rose during the reporting period, while longer-term U.S. Treasury yields edged up slightly. On December 16, 2015, the Fed raised the target range for the federal funds rate from 0.25% to 0.50%. At USAA Investments, we believe it is less important when the first interest rate increase occurs than how quickly the Fed affects interest rates. We have long believed Fed policymakers are unlikely to raise interest rates rapidly because they will not want to jeopardize the U.S. economy. In addition, there appears to be no pressing reason, such as a higher rate of inflation, for them ================================================================================ ================================================================================ to do so. Therefore, the modest interest rate increase in December 2015 is consistent with our outlook. Also of note during the reporting period was the steady decline in commodities prices. What caused the drop in oil, natural gas, coal, and industrial metals prices? In our opinion, there was no single reason. Certainly, the divergence in global economic growth and central bank monetary policy created uncertainty in the world's commodities markets. But softening global demand and, in the case of energy, an increase in supply were also key factors. In addition, commodities are generally priced in U.S. dollars and the appreciation of the U.S. dollar during the reporting period dampened prices. A new year is a great time to reevaluate your investment plan to help ensure you are staying on track toward your financial goals. Investors also may want to consider making a 2016 IRA contribution. The sooner investors invest their money, the sooner it can start working for them. For assistance, please feel free to give our financial advisors a call. Looking ahead, we expect to see continued volatility--at least in the near term--in the financial markets. It's been several years since we've seen this kind of market turbulence, so the events of the reporting period are a helpful reminder that volatility is to be expected from time to time and is normal market behavior. Long-term investors should strive to make decisions based on their long-term objectives, time horizon, and risk tolerance, rather than in response to market turmoil. On behalf of all of us at USAA Investments, we wish you a happy, healthy, and prosperous year in 2016. Thank you for your continued investment in our family of mutual funds. Sincerely, /S/ BROOKS ENGLEHARDT Brooks Englehardt President USAA Investments PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. o As interest rates rise, bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. o Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. o Investments provided by USAA Investment Management Company and USAA Financial Advisors Inc., both registered broker dealers, and affiliates. ================================================================================ ================================================================================ TABLE OF CONTENTS -------------------------------------------------------------------------------- FUND OBJECTIVE 1 MANAGERS' COMMENTARY 2 INVESTMENT OVERVIEW 5 FINANCIAL INFORMATION Portfolio of Investments 15 Notes to Portfolio of Investments 21 Financial Statements 23 Notes to Financial Statements 26 EXPENSE EXAMPLE 41 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)2016, USAA. All rights reserved. 200986-0116 ================================================================================ ================================================================================ FUND OBJECTIVE THE USAA GOVERNMENT SECURITIES FUND (THE FUND) PROVIDES INVESTORS A HIGH LEVEL OF CURRENT INCOME CONSISTENT WITH PRESERVATION OF PRINCIPAL. -------------------------------------------------------------------------------- TYPES OF INVESTMENTS The Fund normally invests at least 80% of its assets in government securities, including U.S. Treasury bills, notes, and bonds; Treasury Inflation Protected Securities (TIPS); mortgage-backed securities (MBS) backed by the Government National Mortgage Association (Ginnie Mae), the Federal National Mortgage Association (Fannie Mae), and the Federal Home Loan Mortgage Corporation (Freddie Mac); U.S. government agency collateralized mortgage obligations; securities issued by U.S. government agencies and instrumentalities; and repurchase agreements collateralized by such investments. The securities issued by U.S. government agencies and instrumentalities are supported by the credit of the issuing agency, instrumentality or corporation (which are neither issued nor guaranteed by the U.S. Treasury), including but not limited to Fannie Mae, Freddie Mac, the Agricultural Mortgage Corporation (Farmer Mac), Federal Farm Credit Bank, Federal Home Loan Bank, Private Export Funding Corp (Pefco), and the Small Business Administration. This 80% policy may be changed upon at least 60 days' written notice to shareholders. The Fund has a target average maturity of 5-10 years. 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. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election or change or revoke a prior withholding election, call (800) 531-USAA (8722) or (210) 531-8722. If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. ================================================================================ FUND OBJECTIVE | 1 ================================================================================ MANAGERS' COMMENTARY ON THE FUND -------------------------------------------------------------------------------- [PHOTO OF DONNA J. BAGGERLY] [PHOTO OF R. NEAL GRAVES] DONNA J. BAGGERLY, CFA R. NEAL GRAVES, CFA, CPA USAA Asset USAA Asset Management Company Management Company -------------------------------------------------------------------------------- o WHAT WERE THE MARKET CONDITIONS DURING THE REPORTING PERIOD? The U.S. economy strengthened during the reporting period ended November 30, 2015, with gains in both employment and wage growth. Improvement in the housing market, along with an increase in consumer spending, also contributed to the improving market outlook. As a result, many market participants believed the Federal Reserve (the Fed) would raise the federal funds target interest rate, which had been anchored between 0% and 0.25% since December 2008. Reflecting this widespread belief, shorter-term interest rates increased considerably during the reporting period. Longer-term interest rates, which generally are driven by inflation expectations, remained relatively flat. In September 2015, Fed policymakers delayed action as global market volatility increased amid worries about global economic conditions. For the reporting period overall, the yield on a 10-year U.S. Treasury edged up from 2.12% on May 29, 2015 to 2.21% on November 30, 2015. As interest rates increase, bond prices (which move in the opposite direction of interest rates) declined. Residential mortgage interest rates, which generally are tied to the 10-year U.S. Treasury yield, remained relatively unchanged during the reporting period. The interest rate on a 15-year mortgage began the reporting period at 3.08% and ended it at 3.18%. The interest rate on a 30-year mortgage started the period at 3.87% and finished it at 3.95%. Because mortgage interest rates remained stable, homeowners continued to find it less advantageous to refinance their mortgages, increasing extension risk. ================================================================================ 2 | USAA GOVERNMENT SECURITIES FUND ================================================================================ Extension risk is the risk that mortgage prepayments will decelerate, causing the average life of a mortgage to lengthen--or extend--and become more sensitive to upward interest rate movement. However, prepayments increased among Ginnie Mae mortgages, many of which are insured by the Federal Housing Administration (FHA). In early 2015, the FHA cut mortgage insurance premiums and some homeowners refinanced during the reporting period in order to obtain the lower fee. Consequently, Ginnie Mae mortgage-backed securities (MBS) underperformed Freddie Mac and Fannie Mae MBS. o HOW DID THE USAA GOVERNMENT SECURITIES FUND (THE FUND) PERFORM DURING THE REPORTING PERIOD? The Fund has three share classes: Fund Shares, Institutional Shares, and Adviser Shares. For the reporting period ended November 30, 2015, the Fund Shares and Adviser Shares had a total return of -0.17% and -0.28%, respectively. This compares to a total return of 0.30% for the Barclays U.S. Aggregate Government Intermediate & Mortgage-Backed Securities Index and 0.06% for the Lipper Intermediate U.S. Government Funds Index. The Institutional Shares commenced operations on August 7, 2015, and from that time through November 30, 2015, had a total return of 0.49%. USAA Asset Management Company (the Manager) is the Fund's investment adviser. The investment adviser provides day-to-day discretionary management for the Fund's assets. o HOW DID YOU MANAGE THE FUND DURING THE REPORTING PERIOD? The Fund benefited from its investments in longer-duration securities, as longer-term interest rates increased less than shorter-term interest rates during the reporting period. In particular, the Fund's holdings of longer- duration commercial mortgage-backed securities (CMBS), collateralized mortgage obligations, and U.S. Treasury securities enhanced the Fund's Refer to page 8 for benchmark definitions. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 3 ================================================================================ results. At the same time, the Fund was hampered by investments in shorter-duration securities, many of which had previously been purchased to help reduce the portfolio's exposure to prepayment risk and extension risk. Also during the reporting period, Fund performance was strengthened by holdings of longer-term municipal securities, which benefited as spreads (or yield differentials versus comparable duration U.S. Treasuries) tightened. Investments in Ginnie Mae MBS dampened returns, though this was offset somewhat by the income generated by holdings of Ginnie Mae mortgages with higher coupon interest rates, which had been purchased by the Fund many years ago. During the reporting period, we continued to diversify the Fund, adding to its holdings of U.S. Treasuries and CMBS while reducing its position in Ginnie Mae MBS. Thank you for your investment in the Fund. While the value of the USAA Government Securities Fund Shares, Institutional Shares, and Adviser Shares are not guaranteed by the U.S. government, the Fund endeavors to maintain low-to-moderate fluctuation of share price. Shares of the USAA Government Securities Fund are not individually backed by the full faith and credit of the U.S. government. o Mortgage-backed securities have prepayment, extension, credit, and interest rate risks. Generally, when interest rates decline, prepayments accelerate beyond the initial pricing assumptions and may cause the average life of the securities to shorten. Also the market value may decline when interest rates rise because prepayments decrease beyond the initial pricing assumptions and may cause the average life of the securities to extend. o As interest rates rise, existing bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. You will find a complete list of securities that the Fund owns on pages 15-20. ================================================================================ 4 | USAA GOVERNMENT SECURITIES FUND ================================================================================ INVESTMENT OVERVIEW USAA GOVERNMENT SECURITIES FUND SHARES (FUND SHARES) (Ticker Symbol: USGNX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $426.2 Million $435.4 Million Net Asset Value Per Share $9.91 $10.04 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEARS 10 YEARS -0.17% 1.07% 2.20% 4.10% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEARS 10 YEARS 0.94% 2.23% 3.96% -------------------------------------------------------------------------------- 30-DAY SEC YIELD** AS OF 11/30/15 EXPENSE RATIO AS OF 5/31/15*** -------------------------------------------------------------------------------- 2.24% 0.51% 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. **Calculated as prescribed by the Securities and Exchange Commission. ***The expense ratio represents the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and is calculated as a percentage of average net assets. This expense ratio may differ from the expense ratio 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. ================================================================================ INVESTMENT OVERVIEW | 5 ================================================================================ AVERAGE ANNUAL COMPOUNDED RETURNS WITH REINVESTMENT OF DIVIDENDS - PERIODS ENDED NOVEMBER 30, 2015 ----------------------------------------------------------------------------------------- TOTAL RETURN = DIVIDEND RETURN + PRICE CHANGE ----------------------------------------------------------------------------------------- 10 YEARS 4.10% = 3.70% + 0.40% 5 YEARS 2.20% = 2.87% + -0.67% 1 YEAR 1.07% = 2.37% + -1.30% 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. ANNUAL TOTAL RETURNS AND COMPOUNDED DIVIDEND RETURNS FOR THE 10-YEAR PERIOD ENDED NOVEMBER 30, 2015 [CHART OF ANNUAL TOTAL RETURNS AND COMPOUNDED DIVIDEND RETURNS] TOTAL DIVIDEND CHANGE IN SHARE RETURN RETURN PRICE 11/30/2006 5.55% 5.02% 0.53% 11/30/2007 6.10% 4.95% 1.15% 11/30/2008 5.64% 4.71% 0.93% 11/30/2009 8.31% 4.32% 3.99% 11/30/2010 4.69% 3.80% 0.89% 11/30/2011 4.99% 3.62% 1.37% 11/30/2012 2.49% 2.97% -0.48% 11/30/2013 -1.20% 2.67% -3.87% 11/30/2014 3.77% 2.76% 1.01% 11/30/2015 1.07% 2.37% -1.30% [END CHART] NOTE THE ROLE THAT DIVIDEND RETURNS PLAY IN THE FUND SHARES' TOTAL RETURN OVER TIME. SHARE PRICES AND DIVIDEND RATES WILL VARY FROM PERIOD TO PERIOD. HOWEVER, DIVIDEND RETURNS GENERALLY ARE MORE CONSISTENT AND LESS VOLATILE THAN SHARE PRICES. Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. Dividend return is the net investment income dividends received over the period, assuming reinvestment of all dividends. Share price change is the change in net asset value over the period adjusted for realized capital gain distributions. The 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. ================================================================================ 6 | USAA GOVERNMENT SECURITIES FUND ================================================================================ o 12-MONTH DIVIDEND YIELD COMPARISON o [CHART OF 12-MONTH DIVIDEND YIELD COMPARISON] USAA GOVERNMENT LIPPER INTERMEDIATE SECURITIES FUND U.S. GOVERNMENT FUNDS SHARES INDEX AVERAGE 11/30/06 4.81% 3.96% 11/30/07 4.66% 4.12% 11/30/08 4.53% 3.88% 11/30/09 4.01% 3.26% 11/30/10 3.68% 2.58% 11/30/11 3.48% 2.17% 11/30/12 2.96% 1.82% 11/30/13 2.78% 1.52% 11/30/14 2.69% 1.71% 11/30/15 2.40% 1.37% [END CHART] The 12-month dividend yield is computed by dividing net investment income dividends paid during the previous 12 months by the latest adjusted month-end net asset value. The yields quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles. The net asset value is adjusted for a portion of the capital gains, if any, distributed during the previous nine months. The graph represents data for periods ending 11/30/06 through 11/30/15. The Lipper Intermediate U.S. Government Funds Index Average is an average performance level of all intermediate U.S. government funds, reported by Lipper Inc., an independent organization that monitors the performance of mutual funds. ================================================================================ INVESTMENT OVERVIEW | 7 ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] BARCLAYS U.S. AGGREGATE LIPPER INTERMEDIATE GOVERNMENT INTERMEDIATE USAA GOVERNMENT U.S. GOVERNMENT & MORTGAGE-BACKED SECURITIES FUND FUNDS INDEX SECURITIES INDEX SHARES 11/30/05 $10,000.00 $10,000.00 $10,000.00 12/31/05 10,077.55 10,080.82 10,118.17 01/31/06 10,082.33 10,098.43 10,147.20 02/28/06 10,101.35 10,124.33 10,157.41 03/31/06 10,029.28 10,063.72 10,106.55 04/30/06 10,017.96 10,068.38 10,060.88 05/31/06 10,016.26 10,059.06 10,039.29 06/30/06 10,032.25 10,078.23 10,038.00 07/31/06 10,144.59 10,204.63 10,172.75 08/31/06 10,271.93 10,337.25 10,310.75 09/30/06 10,349.40 10,410.82 10,384.90 10/31/06 10,404.67 10,474.02 10,456.55 11/30/06 10,506.94 10,577.63 10,552.20 12/31/06 10,450.93 10,543.44 10,540.39 01/31/07 10,446.46 10,547.58 10,534.35 02/28/07 10,590.69 10,678.65 10,664.86 03/31/07 10,606.11 10,706.63 10,674.34 04/30/07 10,655.76 10,756.88 10,726.04 05/31/07 10,562.89 10,695.23 10,666.74 06/30/07 10,539.54 10,676.06 10,609.36 07/31/07 10,659.87 10,773.45 10,685.24 08/31/07 10,799.90 10,910.74 10,812.13 09/30/07 10,877.80 10,990.71 10,874.11 10/31/07 10,957.86 11,083.01 10,975.02 11/30/07 11,226.71 11,306.96 11,195.49 12/31/07 11,219.36 11,340.62 11,203.58 01/31/08 11,484.19 11,573.59 11,397.48 02/29/08 11,542.17 11,625.96 11,455.93 03/31/08 11,565.84 11,693.85 11,496.89 04/30/08 11,493.58 11,636.87 11,481.79 05/31/08 11,365.78 11,557.78 11,408.87 06/30/08 11,397.12 11,572.01 11,415.34 07/31/08 11,381.17 11,587.38 11,411.40 08/31/08 11,482.00 11,709.41 11,516.10 09/30/08 11,473.92 11,784.95 11,590.64 10/31/08 11,354.15 11,713.94 11,444.98 11/30/08 11,795.71 12,149.98 11,823.93 12/31/08 12,132.28 12,383.06 12,014.64 01/31/09 11,997.34 12,330.72 12,021.28 02/28/09 12,133.65 12,362.16 12,101.17 03/31/09 12,218.47 12,535.50 12,278.72 04/30/09 12,117.14 12,515.36 12,296.37 05/31/09 12,210.47 12,510.41 12,325.24 06/30/09 12,112.04 12,503.78 12,329.76 07/31/09 12,168.82 12,584.67 12,447.77 08/31/09 12,468.69 12,666.86 12,534.55 09/30/09 12,534.37 12,754.74 12,599.33 10/31/09 12,638.56 12,817.73 12,676.89 11/30/09 12,752.96 12,978.63 12,806.87 12/31/09 12,526.26 12,770.30 12,672.19 01/31/10 12,730.79 12,938.42 12,807.08 02/28/10 12,754.27 12,976.54 12,832.40 03/31/10 12,759.73 12,941.33 12,845.37 04/30/10 12,907.53 13,026.24 12,927.79 05/31/10 13,040.18 13,176.41 13,082.87 06/30/10 13,253.55 13,337.46 13,201.45 07/31/10 13,369.58 13,444.20 13,322.26 08/31/10 13,573.95 13,529.82 13,324.10 09/30/10 13,599.57 13,523.75 13,287.94 10/31/10 13,641.06 13,613.12 13,419.49 11/30/10 13,553.41 13,559.63 13,407.41 12/31/10 13,344.09 13,428.65 13,359.06 01/31/11 13,350.32 13,452.02 13,370.53 02/28/11 13,351.87 13,452.19 13,412.47 03/31/11 13,359.25 13,467.35 13,427.21 04/30/11 13,513.34 13,607.47 13,575.77 05/31/11 13,700.35 13,759.03 13,722.06 06/30/11 13,665.34 13,760.56 13,736.43 07/31/11 13,877.54 13,914.00 13,842.77 08/31/11 14,156.06 14,113.33 14,002.97 09/30/11 14,288.60 14,143.36 14,003.53 10/31/11 14,237.54 14,130.48 14,025.03 11/30/11 14,276.14 14,166.98 14,075.94 12/31/11 14,404.78 14,253.65 14,155.12 01/31/12 14,504.13 14,319.62 14,174.83 02/29/12 14,453.49 14,293.75 14,170.10 03/31/12 14,368.31 14,263.12 14,190.99 04/30/12 14,544.65 14,375.14 14,266.39 05/31/12 14,709.18 14,447.71 14,304.44 06/30/12 14,687.59 14,445.41 14,313.80 07/31/12 14,829.25 14,544.90 14,416.52 08/31/12 14,844.57 14,556.11 14,427.36 09/30/12 14,847.49 14,568.81 14,457.46 10/31/12 14,830.48 14,545.15 14,421.78 11/30/12 14,878.62 14,562.90 14,429.28 12/31/12 14,834.09 14,557.64 14,430.86 01/31/13 14,745.69 14,494.37 14,377.87 02/28/13 14,816.47 14,549.18 14,424.44 03/31/13 14,822.79 14,566.13 14,428.99 04/30/13 14,919.77 14,636.16 14,475.50 05/31/13 14,683.64 14,454.18 14,253.29 06/30/13 14,475.98 14,327.88 14,130.05 07/31/13 14,469.04 14,331.31 14,077.90 08/31/13 14,391.12 14,277.64 14,054.04 09/30/13 14,521.79 14,425.57 14,186.89 10/31/13 14,594.98 14,499.49 14,262.97 11/30/13 14,562.11 14,455.35 14,254.48 12/31/13 14,446.89 14,365.28 14,187.12 01/31/14 14,637.35 14,531.95 14,363.16 02/28/14 14,677.46 14,571.22 14,425.59 03/31/14 14,635.49 14,518.81 14,372.00 04/30/14 14,719.27 14,608.69 14,462.31 05/31/14 14,831.53 14,741.61 14,567.56 06/30/14 14,832.94 14,749.27 14,585.15 07/31/14 14,798.40 14,689.15 14,529.45 08/31/14 14,898.57 14,800.99 14,648.39 09/30/14 14,849.61 14,762.78 14,622.18 10/31/14 14,946.22 14,884.37 14,713.73 11/30/14 15,037.95 14,969.67 14,788.92 12/31/14 15,036.30 14,959.24 14,775.49 01/31/15 15,319.05 15,146.43 14,924.13 02/28/15 15,163.34 15,064.32 14,896.02 03/31/15 15,244.16 15,133.01 14,971.77 04/30/15 15,216.03 15,128.41 14,957.44 05/31/15 15,188.31 15,131.02 14,972.45 06/30/15 15,077.88 15,046.52 14,898.47 07/31/15 15,174.93 15,122.57 14,927.31 08/31/15 15,167.58 15,132.92 14,926.14 09/30/15 15,274.97 15,234.66 15,013.93 10/31/15 15,241.94 15,212.88 14,981.55 11/30/15 15,197.65 15,176.25 14,947.53 [END CHART] Data from 11/30/05 through 11/30/15. The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA Government Securities Fund Shares to the following benchmarks: o The unmanaged Lipper Intermediate U.S. Government Funds Index is considered representative of intermediate U.S. government funds. o The unmanaged Barclays U.S. Aggregate Government Intermediate & Mortgage-Backed Securities Index consists of intermediate U.S. Treasury and Agency unsecured notes and securities backed by pools of mortgages issued by U.S. Government Agencies, GNMA, Fannie Mae, or Freddie Mac. 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, except that the Lipper Intermediate U.S. Government Funds Index reflects the fees and expenses of the underlying funds included in the index. ================================================================================ 8 | USAA GOVERNMENT SECURITIES FUND ================================================================================ USAA GOVERNMENT SECURITIES FUND INSTITUTIONAL SHARES (INSTITUTIONAL SHARES)* (Ticker Symbol: UIGSX) -------------------------------------------------------------------------------- 11/30/15 -------------------------------------------------------------------------------- Net Assets (in Millions) $103.2 Million Net Asset Value Per Share $9.92 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN AS OF 11/30/15 -------------------------------------------------------------------------------- SINCE INCEPTION 8/07/15** 0.49% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN AS OF 12/31/15 -------------------------------------------------------------------------------- SINCE INCEPTION 8/07/15** 0.19% -------------------------------------------------------------------------------- 30-DAY SEC YIELD*** AS OF 11/30/15 -------------------------------------------------------------------------------- UNSUBSIDIZED 2.07% SUBSIDIZED 2.31% -------------------------------------------------------------------------------- EXPENSE RATIOS**** -------------------------------------------------------------------------------- BEFORE REIMBURSEMENT 0.69% AFTER REIMBURSEMENT 0.45% 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. *The Institutional Shares commenced operations on August 7, 2015. **Total returns for periods of less than one year are not annualized. This return is cumulative. ***Calculated as prescribed by the Securities and Exchange Commission. ****The expense ratios are reported in the Fund's prospectus dated October 1, 2015, and are based on estimated expenses for the current fiscal year. USAA Asset Management Company (the Manager) has agreed, through October 1, 2016, to make payments or waive management, administration, and other fees so that the total annual operating expenses of the Institutional Shares (exclusive of commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 0.45% of the Institutional Shares' 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, 2016. If the total annual operating expense ratio of the Institutional Shares is lower than 0.45%, the Institutional Shares will operate at the lower expense ratio. These estimated expense ratios may differ from the expense ratios disclosed in the Financial Highlights, which excludes acquired fund fees and expenses. Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on distributions (including capital gains distributions), redemption of shares, or reinvested net investment income. The Institutional Shares are available for investment through a USAA discretionary managed account program, and certain advisory programs sponsored by financial intermediaries, such as brokerage firms, investment advisors, financial planners, third-party administrators, and insurance companies. Institutional Shares also are available to institutional investors, which include retirement plans, endowments, foundations, and bank trusts, as well as other persons or legal entities that the Fund may approve from time to time, or for purchase by a USAA fund participating in a fund-of-funds investment strategy (USAA fund-of-funds). ================================================================================ INVESTMENT OVERVIEW | 9 ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] USAA GOVERNMENT BARCLAYS U.S. AGGREGATE SECURITIES FUND GOVERNMENT LIPPER INTERMEDIATE INSTITUTIONAL INTERMEDIATE & MORTGAGE- U.S. GOVERNMENT SHARES BACKED SECURITIES INDEX FUNDS INDEX 07/31/15 $10,000.00 $10,000.00 $10,000.00 08/31/15 10,023.74 10,006.84 9,995.16 09/30/15 10,083.47 10,074.12 10,065.92 10/31/15 10,060.97 10,059.71 10,044.16 11/30/15 10,048.84 10,035.49 10,014.97 [END CHART] Data from 7/31/15 through 11/30/15.* The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA Government Securities Fund Institutional Shares to the Fund's benchmarks listed above (see page 8 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, except that the Lipper Intermediate U.S. Government Funds Index reflects the fees and expenses of the underlying funds included in the index. *The performance of the Lipper Intermediate U.S. Government Funds Index and Barclays U.S. Aggregate Government Intermediate & Mortgage-Backed Securities Index is calculated from the end of the month, July 31, 2015, while the inception date of the Institutional Shares is August 7, 2015. There may be a slight variation of performance numbers because of this difference. ================================================================================ 10 | USAA GOVERNMENT SECURITIES FUND ================================================================================ USAA GOVERNMENT SECURITIES FUND ADVISER SHARES (ADVISER SHARES) (Ticker Symbol: UAGNX) --------------------------------------------------------------------------------------------------- 11/30/15 5/31/15 --------------------------------------------------------------------------------------------------- Net Assets (in Millions) $5.1 Million $5.1 Million Net Asset Value Per Share $9.91 $10.04 --------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 --------------------------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEARS SINCE INCEPTION 8/01/10 -0.28% 0.94% 1.80% 1.79% --------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 --------------------------------------------------------------------------------------------------- 1 YEAR 5 YEARS SINCE INCEPTION 8/01/10 0.70% 1.83% 1.70% --------------------------------------------------------------------------------------------------- 30-DAY SEC YIELD** AS OF 11/30/15 --------------------------------------------------------------------------------------------------- UNSUBSIDIZED 1.71% SUBSIDIZED 2.01% --------------------------------------------------------------------------------------------------- EXPENSE RATIOS AS OF 5/31/15*** --------------------------------------------------------------------------------------------------- BEFORE REIMBURSEMENT 1.05% AFTER REIMBURSEMENT 0.75% 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. **Calculated as prescribed by the Securities and Exchange Commission. ***The expense ratios represent the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and are calculated as a percentage of average net assets. USAA Asset Management Company (the Manager) has agreed, through October 1, 2016, to make payments or waive management, administration, and other fees so that the total annual operating expenses of the Adviser Shares (exclusive of commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 0.75% of the Adviser Shares' 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, 2016. If the total annual operating expense ratio of the Adviser Shares is lower than 0.75%, the Adviser Shares will operate at the lower expense ratio. 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. ================================================================================ INVESTMENT OVERVIEW | 11 ================================================================================ o 12-MONTH DIVIDEND YIELD COMPARISON* o [CHART OF 12-MONTH DIVIDEND YIELD COMPARISON*] LIPPER USAA GOVERNMENT INTERMEDIATE SECURITIES U.S. GOVERNMENT FUND ADVISER SHARES FUNDS INDEX AVERAGE 11/30/11 3.00% 2.17% 11/30/12 2.49% 1.82% 11/30/13 2.30% 1.52% 11/30/14 2.38% 1.71% 11/30/15 2.16% 1.37% [END CHART] The 12-month dividend yield is computed by dividing net investment income dividends paid during the previous 12 months by the latest adjusted month-end net asset value. The yields quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles. The net asset value is adjusted for a portion of the capital gains, if any, distributed during the previous nine months. The graph represents data for periods ending 11/30/11 through 11/30/15. The Lipper Intermediate U.S. Government Funds Index Average is an average performance level of all intermediate U.S. government funds, reported by Lipper Inc., an independent organization that monitors the performance of mutual funds. *Adviser Shares commenced operations on August 1, 2010. ================================================================================ 12 | USAA GOVERNMENT SECURITIES FUND ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] BARCLAYS U.S. AGGREGATE GOVERNMENT LIPPER INTERMEDIATE INTERMEDIATE & USAA GOVERNMENT U.S. GOVERNMENT MORTGAGE-BACKED SECURITIES FUND FUNDS INDEX SECURITIES INDEX ADVISER SHARES 07/31/10 $10,000.00 $10,000.00 $10,000.00 08/31/10 10,152.86 10,063.69 10,006.39 09/30/10 10,172.02 10,059.17 9,975.26 10/31/10 10,203.06 10,125.65 10,060.12 11/30/10 10,137.50 10,085.86 10,056.88 12/31/10 9,980.93 9,988.44 10,006.51 01/31/11 9,985.59 10,005.82 10,011.35 02/28/11 9,986.75 10,005.94 10,049.04 03/31/11 9,992.27 10,017.22 10,056.04 04/30/11 10,107.52 10,121.45 10,153.21 05/31/11 10,247.41 10,234.18 10,258.35 06/30/11 10,221.22 10,235.32 10,274.98 07/31/11 10,379.94 10,349.44 10,350.32 08/31/11 10,588.26 10,497.72 10,465.83 09/30/11 10,687.40 10,520.05 10,451.75 10/31/11 10,649.21 10,510.47 10,473.71 11/30/11 10,678.07 10,537.62 10,507.48 12/31/11 10,774.29 10,602.09 10,561.89 01/31/12 10,848.61 10,651.16 10,562.30 02/29/12 10,810.73 10,631.91 10,564.77 03/31/12 10,747.02 10,609.13 10,575.77 04/30/12 10,878.91 10,692.45 10,627.78 05/31/12 11,001.98 10,746.43 10,652.08 06/30/12 10,985.83 10,744.72 10,644.34 07/31/12 11,091.78 10,818.72 10,716.39 08/31/12 11,103.25 10,827.06 10,729.75 09/30/12 11,105.42 10,836.50 10,748.14 10/31/12 11,092.71 10,818.90 10,706.73 11/30/12 11,128.71 10,832.11 10,707.96 12/31/12 11,095.41 10,828.19 10,715.26 01/31/13 11,029.28 10,781.13 10,671.59 02/28/13 11,082.23 10,821.91 10,702.24 03/31/13 11,086.95 10,834.51 10,690.88 04/30/13 11,159.49 10,886.60 10,721.07 05/31/13 10,982.88 10,751.25 10,551.70 06/30/13 10,827.55 10,657.30 10,466.68 07/31/13 10,822.36 10,659.85 10,423.85 08/31/13 10,764.08 10,619.93 10,402.02 09/30/13 10,861.81 10,729.96 10,496.66 10/31/13 10,916.56 10,784.94 10,549.12 11/30/13 10,891.98 10,752.11 10,539.03 12/31/13 10,805.79 10,685.12 10,474.85 01/31/14 10,948.25 10,809.09 10,611.95 02/28/14 10,978.25 10,838.30 10,656.61 03/31/14 10,946.86 10,799.32 10,605.06 04/30/14 11,009.52 10,866.17 10,670.78 05/31/14 11,093.49 10,965.04 10,745.36 06/30/14 11,094.55 10,970.74 10,754.16 07/31/14 11,068.71 10,926.02 10,720.20 08/31/14 11,143.63 11,009.21 10,793.59 09/30/14 11,107.01 10,980.78 10,781.59 10/31/14 11,179.27 11,071.22 10,847.04 11/30/14 11,247.89 11,134.67 10,889.61 12/31/14 11,246.66 11,126.91 10,877.63 01/31/15 11,458.14 11,266.15 10,985.06 02/28/15 11,341.68 11,205.08 10,973.02 03/31/15 11,402.13 11,256.17 11,026.18 04/30/15 11,381.09 11,252.74 11,013.06 05/31/15 11,360.36 11,254.69 11,021.89 06/30/15 11,277.76 11,191.84 10,954.43 07/31/15 11,350.35 11,248.40 10,973.69 08/31/15 11,344.85 11,256.10 10,981.89 09/30/15 11,425.17 11,331.77 11,044.49 10/31/15 11,400.47 11,315.57 11,018.51 11/30/15 11,367.34 11,288.33 10,991.43 [END CHART] Data from 7/31/10 through 11/30/15.* The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA Government Securities Fund Adviser Shares to the Fund's benchmarks listed above (see page 8 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, except that the Lipper Intermediate U.S. Government Funds Index reflects the fees and expenses of the underlying funds included in the index. *The performance of the Lipper Intermediate U.S. Government Funds Index and Barclays U.S. Aggregate Government Intermediate & Mortgage-Backed Securities Index is calculated from the end of the month, July 31, 2010, while the inception date of the Adviser Shares is August 1, 2010. There may be a slight variation of performance numbers because of this difference. ================================================================================ INVESTMENT OVERVIEW | 13 ================================================================================ o ASSET ALLOCATION - 11/30/15 o [PIE CHART OF ASSET ALLOCATION] 30-YEAR FIXED-RATE SINGLE-FAMILY MORTGAGES* 39.6% COLLATERIZED MORTGAGE OBLIGATIONS 6.5% COMMERCIAL MORTGAGE-BACKED SECURITIES 26.4% U.S. TREASURY SECURITIES-NOTES 15.0% MONEY MARKET INSTRUMENTS 1.3% MUNICIPAL BONDS 4.2% ASSET-BACKED SECURITIES 2.4% 15-YEAR FIXED-RATE SINGLE-FAMILY MORTGAGES* 4.4% [END CHART] *Combined in the Portfolio of Investments under Mortgage-Backed Pass-Through Securities, Single-Family. Percentages are of the net assets of the Fund and may not equal 100%. You will find a complete list of securities that the Fund owns on pages 15-20. ================================================================================ 14 | USAA GOVERNMENT SECURITIES FUND ================================================================================ PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) ------------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) ------------------------------------------------------------------------------------------------------------- ASSET-BACKED SECURITIES (2.4%) ASSET-BACKED FINANCING (2.4%) $ 3,550 Navient Student Loan Trust 0.73%(a) 6/25/2031 $ 3,391 5,227 Nelnet Student Loan Trust 0.58(a) 6/25/2041 4,743 5,000 SLM Student Loan Trust 0.87(a) 6/26/2028 4,814 ---------- 12,948 ---------- Total Asset-Backed Securities (cost: $13,037) 12,948 ---------- U.S. GOVERNMENT AGENCY ISSUES (76.9%)(b) MORTGAGE-BACKED PASS-THROUGH SECURITIES, SINGLE-FAMILY (44.0%) 5 Fannie Mae(+) 6.50 10/01/2016 5 46 Fannie Mae(+) 6.50 12/01/2016 46 26 Fannie Mae(+) 6.00 2/01/2017 27 3,041 Fannie Mae(+) 3.50 5/01/2021 3,198 4,653 Fannie Mae(+) 3.00 2/01/2027 4,836 7,767 Fannie Mae(+) 3.00 2/01/2027 8,073 1,399 Fannie Mae(+) 5.00 12/01/2035 1,544 579 Fannie Mae(+) 5.50 11/01/2037 648 820 Fannie Mae(+) 6.00 5/01/2038 929 3,502 Fannie Mae(+) 4.00 8/01/2039 3,718 5,669 Fannie Mae(+) 3.50 1/01/2042 5,886 9,217 Fannie Mae(+) 3.50 5/01/2042 9,570 225 Freddie Mac(+) 5.00 1/01/2021 238 1,127 Freddie Mac(+) 5.50 12/01/2035 1,273 2,942 Freddie Mac(+) 4.00 9/01/2040 3,125 8,878 Freddie Mac(+) 3.50 5/01/2042 9,217 7,016 Freddie Mac(+) 3.00 6/01/2042 7,056 136 Government National Mortgage Assn. I 6.00 12/15/2016 138 412 Government National Mortgage Assn. I 5.50 12/15/2018 428 15 Government National Mortgage Assn. I 8.50 6/15/2021 16 18 Government National Mortgage Assn. I 9.00 7/15/2021 18 7 Government National Mortgage Assn. I 8.50 7/15/2022 7 603 Government National Mortgage Assn. I 6.00 8/15/2022 647 51 Government National Mortgage Assn. I 8.00 6/15/2023 56 1,207 Government National Mortgage Assn. I 4.50 5/15/2024 1,288 1,245 Government National Mortgage Assn. I 4.50 9/15/2024 1,335 1,451 Government National Mortgage Assn. I 4.50 9/15/2024 1,523 ================================================================================ PORTFOLIO OF INVESTMENTS | 15 ================================================================================ ------------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) ------------------------------------------------------------------------------------------------------------- $ 927 Government National Mortgage Assn. I 4.50% 10/15/2024 $ 993 1,136 Government National Mortgage Assn. I 4.50 10/15/2024 1,218 58 Government National Mortgage Assn. I 7.00 4/15/2027 59 231 Government National Mortgage Assn. I 7.00 5/15/2027 272 132 Government National Mortgage Assn. I 8.00 5/15/2027 144 117 Government National Mortgage Assn. I 7.50 2/15/2028 138 502 Government National Mortgage Assn. I 6.00 4/15/2028 581 137 Government National Mortgage Assn. I 6.50 5/15/2028 157 83 Government National Mortgage Assn. I 6.50 5/15/2028 96 10 Government National Mortgage Assn. I 6.75 5/15/2028 12 50 Government National Mortgage Assn. I 7.00 6/15/2028 51 125 Government National Mortgage Assn. I 6.50 7/15/2028 143 16 Government National Mortgage Assn. I 7.00 7/15/2028 17 61 Government National Mortgage Assn. I 7.00 8/15/2028 67 45 Government National Mortgage Assn. I 7.00 8/15/2028 51 55 Government National Mortgage Assn. I 6.50 9/15/2028 63 95 Government National Mortgage Assn. I 7.00 9/15/2028 105 115 Government National Mortgage Assn. I 6.00 11/15/2028 131 215 Government National Mortgage Assn. I 6.50 11/15/2028 247 16 Government National Mortgage Assn. I 6.50 1/15/2029 19 34 Government National Mortgage Assn. I 6.50 1/15/2029 39 193 Government National Mortgage Assn. I 6.00 2/15/2029 220 27 Government National Mortgage Assn. I 7.50 3/15/2029 33 49 Government National Mortgage Assn. I 7.50 4/15/2029 54 426 Government National Mortgage Assn. I 7.00 5/15/2029 484 484 Government National Mortgage Assn. I 7.00 6/15/2029 551 264 Government National Mortgage Assn. I 6.00 7/15/2029 306 22 Government National Mortgage Assn. I 7.50 10/15/2029 23 123 Government National Mortgage Assn. I 7.50 10/15/2029 143 84 Government National Mortgage Assn. I 8.00 7/15/2030 89 26 Government National Mortgage Assn. I 8.00 9/15/2030 30 23 Government National Mortgage Assn. I 7.50 12/15/2030 27 31 Government National Mortgage Assn. I 7.50 1/15/2031 36 353 Government National Mortgage Assn. I 6.50 3/15/2031 405 45 Government National Mortgage Assn. I 7.00 8/15/2031 46 109 Government National Mortgage Assn. I 7.00 9/15/2031 129 410 Government National Mortgage Assn. I 6.50 10/15/2031 470 122 Government National Mortgage Assn. I 7.00 10/15/2031 139 38 Government National Mortgage Assn. I 7.50 11/15/2031 43 280 Government National Mortgage Assn. I 6.50 1/15/2032 321 384 Government National Mortgage Assn. I 6.00 5/15/2032 442 48 Government National Mortgage Assn. I 7.00 6/15/2032 53 216 Government National Mortgage Assn. I 7.00 7/15/2032 251 ================================================================================ 16 | USAA GOVERNMENT SECURITIES FUND ================================================================================ ------------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) ------------------------------------------------------------------------------------------------------------- $ 499 Government National Mortgage Assn. I 6.50% 8/15/2032 $ 598 1,369 Government National Mortgage Assn. I 6.50 9/15/2032 1,588 1,271 Government National Mortgage Assn. I 6.00 1/15/2033 1,471 477 Government National Mortgage Assn. I 6.00 2/15/2033 555 410 Government National Mortgage Assn. I 6.00 7/15/2033 476 411 Government National Mortgage Assn. I 6.00 9/15/2033 478 3,924 Government National Mortgage Assn. I 5.50 10/15/2033 4,480 1,628 Government National Mortgage Assn. I 5.50 12/15/2033 1,828 833 Government National Mortgage Assn. I 5.50 7/15/2034 947 1,982 Government National Mortgage Assn. I 5.50 10/15/2035 2,231 521 Government National Mortgage Assn. I 6.00 3/15/2037 605 407 Government National Mortgage Assn. I 6.00 9/15/2037 471 1,276 Government National Mortgage Assn. I 5.50 3/15/2038 1,430 2,121 Government National Mortgage Assn. I 5.50 4/15/2038 2,408 819 Government National Mortgage Assn. I 6.00 5/15/2038 925 883 Government National Mortgage Assn. I 6.00 5/15/2038 1,020 583 Government National Mortgage Assn. I 6.00 9/15/2038 663 847 Government National Mortgage Assn. I 6.00 10/15/2038 965 1,032 Government National Mortgage Assn. I 6.00 12/15/2038 1,175 733 Government National Mortgage Assn. I 5.00 2/15/2039 805 4,967 Government National Mortgage Assn. I 5.50 6/15/2039 5,569 7,048 Government National Mortgage Assn. I 4.50 9/15/2039 7,686 4,711 Government National Mortgage Assn. I 4.50 11/15/2039 5,156 6,637 Government National Mortgage Assn. I 4.50 12/15/2039 7,260 20,616 Government National Mortgage Assn. I 4.50 2/15/2040 22,547 4,420 Government National Mortgage Assn. I 4.50 3/15/2040 4,788 4,611 Government National Mortgage Assn. I 4.50 6/15/2040 4,986 2,393 Government National Mortgage Assn. I 4.00 7/15/2040 2,545 4,951 Government National Mortgage Assn. I 4.50 7/15/2040 5,345 2,464 Government National Mortgage Assn. I 4.00 8/15/2040 2,623 5,698 Government National Mortgage Assn. I 4.00 9/15/2040 6,060 5,037 Government National Mortgage Assn. I 4.50 1/15/2041 5,454 17 Government National Mortgage Assn. II 8.00 12/20/2022 18 2,919 Government National Mortgage Assn. II 4.50 4/20/2024 3,124 373 Government National Mortgage Assn. II 8.00 8/20/2030 459 388 Government National Mortgage Assn. II 7.00 9/20/2030 471 246 Government National Mortgage Assn. II 6.00 3/20/2031 285 74 Government National Mortgage Assn. II 7.50 4/20/2031 91 130 Government National Mortgage Assn. II 6.50 5/20/2031 154 100 Government National Mortgage Assn. II 6.50 7/20/2031 119 266 Government National Mortgage Assn. II 6.50 8/20/2031 312 411 Government National Mortgage Assn. II 6.50 4/20/2032 482 384 Government National Mortgage Assn. II 6.50 6/20/2032 445 ================================================================================ PORTFOLIO OF INVESTMENTS | 17 ================================================================================ ------------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) ------------------------------------------------------------------------------------------------------------- $ 613 Government National Mortgage Assn. II 6.00% 8/20/2032 $ 702 533 Government National Mortgage Assn. II 6.00 9/20/2032 608 519 Government National Mortgage Assn. II 5.50 4/20/2033 585 1,860 Government National Mortgage Assn. II 5.00 5/20/2033 2,062 2,341 Government National Mortgage Assn. II 5.00 7/20/2033 2,599 537 Government National Mortgage Assn. II 6.00 10/20/2033 604 471 Government National Mortgage Assn. II 6.00 12/20/2033 521 1,743 Government National Mortgage Assn. II 6.00 2/20/2034 1,995 1,745 Government National Mortgage Assn. II 5.50 3/20/2034 1,967 1,718 Government National Mortgage Assn. II 6.00 3/20/2034 1,992 1,376 Government National Mortgage Assn. II 5.00 6/20/2034 1,525 1,195 Government National Mortgage Assn. II 6.50 8/20/2034 1,403 1,071 Government National Mortgage Assn. II 6.00 9/20/2034 1,220 3,021 Government National Mortgage Assn. II 6.00 10/20/2034 3,459 359 Government National Mortgage Assn. II 6.00 11/20/2034 401 6,326 Government National Mortgage Assn. II 5.50 2/20/2035 7,114 5,463 Government National Mortgage Assn. II 5.50 4/20/2035 6,152 2,681 Government National Mortgage Assn. II 5.50 7/20/2035 3,016 3,495 Government National Mortgage Assn. II 5.00 9/20/2035 3,875 1,124 Government National Mortgage Assn. II 6.00 5/20/2036 1,266 1,339 Government National Mortgage Assn. II 5.50 1/20/2037 1,501 1,064 Government National Mortgage Assn. II 5.00 2/20/2037 1,160 4,298 Government National Mortgage Assn. II 4.00 11/20/2040 4,606 ---------- 235,174 ---------- COLLATERALIZED MORTGAGE OBLIGATIONS (6.5%) 7,458 Fannie Mae(+) 1.50 7/25/2027 7,173 3,188 Fannie Mae(+) 1.38 9/25/2027 3,083 3,024 Fannie Mae(+) 1.50 9/25/2027 2,925 2,955 Fannie Mae(+) 1.50 9/25/2027 2,842 3,121 Fannie Mae(+) 1.50 10/25/2027 2,997 667 Fannie Mae(+) 5.00 11/25/2032 679 2,566 Fannie Mae(+) 0.52(a) 4/25/2035 2,572 2,866 Fannie Mae(+) 0.52(a) 8/25/2037 2,877 4,536 Freddie Mac(+) 2.00 9/15/2026 4,569 1,842 Freddie Mac(+) 0.50(a) 3/15/2036 1,842 3,316 Freddie Mac(+) 0.75(a) 10/15/2041 3,359 ---------- 34,918 ---------- COMMERCIAL MORTGAGE-BACKED SECURITIES (26.4%) 8,622 Fannie Mae(+) 2.01 7/01/2019 8,713 2,074 Fannie Mae(+) 2.05 7/01/2019 2,099 3,000 Fannie Mae(+) 1.65 9/25/2019 3,010 7,867 Fannie Mae(+) 1.50 1/01/2020 7,757 ================================================================================ 18 | USAA GOVERNMENT SECURITIES FUND ================================================================================ ------------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) ------------------------------------------------------------------------------------------------------------- $ 10,327 Fannie Mae(+) 1.58% 1/01/2020 $ 10,215 10,000 Fannie Mae(+) 2.63 9/01/2021 10,186 22,170 Fannie Mae(+) 2.42 11/01/2022 22,212 8,265 Fannie Mae(+) 2.50 4/01/2023 8,311 2,151 Fannie Mae(+) 2.54 5/01/2023 2,146 2,356 Fannie Mae(+) 2.71 6/25/2025 2,350 8,500 Freddie Mac(+) 2.22 12/25/2018 8,622 4,422 Freddie Mac(+) 1.69 4/25/2022 4,425 4,000 Freddie Mac(+) 2.72 6/25/2022 4,086 3,000 Freddie Mac(+) 2.36 7/25/2022 3,005 10,000 Freddie Mac(+) 2.31 8/25/2022 9,982 5,000 Freddie Mac(+) 2.51 11/25/2022 5,029 5,000 Freddie Mac(+) 2.64 1/25/2023 5,069 3,000 Freddie Mac(+) 3.32 2/25/2023 3,171 3,000 Freddie Mac(+) 3.39 3/25/2024 3,176 3,000 Freddie Mac(+) 3.02 1/25/2025 3,064 10,000 Freddie Mac(+) 3.28 6/25/2025 10,369 4,000 Freddie Mac(+) 3.01 7/25/2025 4,071 ---------- 141,068 ---------- Total U.S. Government Agency Issues (cost: $395,669) 411,160 ---------- U.S. TREASURY SECURITIES (15.0%) NOTES (15.0%) 8,000 0.50%, 6/30/2016 8,002 3,000 0.75%, 1/15/2017 3,000 7,500 0.88%, 1/31/2017 7,510 10,000 1.88%, 8/31/2017 10,172 13,000 0.63%, 9/30/2017 12,936 5,000 0.75%, 10/31/2017 4,983 7,000 0.88%, 1/31/2018 6,979 10,000 1.00%, 9/15/2018 9,948 3,000 2.00%, 2/15/2022 3,019 5,000 2.25%, 11/15/2024 5,024 4,000 2.00%, 2/15/2025 3,929 4,500 2.13%, 5/15/2025 4,462 ---------- 79,964 ---------- Total U.S. Treasury Securities (cost: $80,227) 79,964 ---------- MUNICIPAL BONDS (4.2%) AIRPORT/PORT (1.0%) 5,000 Port Auth. of New York & New Jersey 2.53 10/15/2020 5,057 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 19 ================================================================================ ------------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) ------------------------------------------------------------------------------------------------------------- GENERAL OBLIGATION (3.2%) $ 5,000 State of California 1.75% 11/01/2017 $ 5,067 5,000 State of Connecticut 2.92 8/01/2023 5,050 3,000 State of Texas 2.83 10/01/2025 2,967 4,000 State of Texas 3.01 10/01/2026 3,986 -------- 17,070 -------- Total Municipal Bonds (cost: $22,017) 22,127 -------- MONEY MARKET INSTRUMENTS (1.3%) REPURCHASE AGREEMENTS (1.3%) 7,186 Credit Agricole Corp. Inv. Bank, 0.11%, acquired 11/30/2015 and due on 12/01/2015 at $7,186 (collateralized by $3,810 of Fannie Mae(+),(b), 2.43% - 2.62%, due 7/1/2033-10/1/2037; $255,685 of Freddie Mac(+),(b), 1.60%-6.31%, due 4/1/2023-11/1/2042; combined market value $7,330) (cost: $7,186) 7,186 -------- TOTAL INVESTMENTS (COST: $518,136) $533,385 ======== ------------------------------------------------------------------------------------------------------------- ($ 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 ------------------------------------------------------------------------------------------------------------- Asset-Backed Securities $ - $ 12,948 $- $ 12,948 U.S. Government Agency Issues - 411,160 - 411,160 U.S. Treasury Securities 79,964 - - 79,964 Municipal Bonds - 22,127 - 22,127 Money Market Instruments: Repurchase Agreements - 7,186 - 7,186 ------------------------------------------------------------------------------------------------------------- Total $79,964 $453,421 $- $533,385 ------------------------------------------------------------------------------------------------------------- Refer to the Portfolio of Investments for additional industry, country, or geographic region classifications. For the period of June 1, 2015, through November 30, 2015, there were no transfers of securities between levels. The Fund's policy is to recognize any transfers into and out of the levels as of the beginning of the period in which the event or circumstance that caused the transfer occurred. ================================================================================ 20 | USAA GOVERNMENT SECURITIES FUND ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------- o GENERAL NOTES Market values of securities are determined by procedures and practices discussed in Note 1A 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. 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 the date the final principal payment will be made for the last outstanding loans in the pool. The weighted average life is the average time for principal to be repaid, which is calculated by assuming prepayment rates of the underlying loans. The weighted average life is likely to be substantially shorter than the stated final maturity as a result of scheduled principal payments and unscheduled principal prepayments. Stated interest rates on commercial mortgage-backed securities may change slightly over time as underlying mortgages pay down. 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 ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 21 ================================================================================ 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. o SPECIFIC NOTES (a) Variable-rate or floating-rate security - interest rate is adjusted periodically. The interest rate disclosed represents the rate at November 30, 2015. (b) U.S. government agency issues - Mortgage-backed securities issued by certain U.S. Government Sponsored Enterprises (GSEs) such as the Government National Mortgage Association (GNMA or Ginnie Mae) and certain other U.S. government guaranteed securities are supported by the full faith and credit of the U.S. government. Securities issued by other GSEs, such as Freddie Mac (Federal Home Loan Mortgage Corporation or FHLMC) and Fannie Mae (Federal National Mortgage Association or FNMA), indicated with a "+", are supported only by the right of the GSE to borrow from the U.S. Treasury, the discretionary authority of the U.S. government to purchase the GSEs' obligations, or only by the credit of the issuing agency, instrumentality, or corporation, and are neither issued nor guaranteed by the U.S. Treasury. In September of 2008, the U.S. Treasury placed Fannie Mae and Freddie Mac under conservatorship and appointed the Federal Housing Finance Agency (FHFA) to act as conservator and oversee their daily operations. In addition, the U.S. Treasury entered into purchase agreements with Fannie Mae and Freddie Mac to provide them with capital in exchange for senior preferred stock. While these arrangements are intended to ensure that Fannie Mae and Freddie Mac can continue to meet their obligations, it is possible that actions by the U.S. Treasury, FHFA, or others could adversely impact the value of the Fund's investments in securities issued by Fannie Mae and Freddie Mac. See accompanying notes to financial statements. ================================================================================ 22 | USAA GOVERNMENT SECURITIES FUND ================================================================================ STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) November 30, 2015 (unaudited) -------------------------------------------------------------------------------- ASSETS Investments in securities, at market value (cost of $518,136) $533,385 Receivables: Capital shares sold 128 USAA Asset Management Company (Note 6C) 4 Interest 1,444 -------- Total assets 534,961 -------- LIABILITIES Payables: Capital shares redeemed 267 Dividends on capital shares 95 Accrued management fees 71 Accrued transfer agent's fees 11 Other accrued expenses and payables 77 -------- Total liabilities 521 -------- Net assets applicable to capital shares outstanding $534,440 ======== NET ASSETS CONSIST OF: Paid-in capital $520,755 Undistributed net investment income 5 Accumulated net realized loss on investments (1,569) Net unrealized appreciation of investments 15,249 -------- Net assets applicable to capital shares outstanding $534,440 ======== Net asset value, redemption price, and offering price per share: Fund Shares (net assets of $426,161/42,986 shares outstanding) $ 9.91 ======== Institutional Shares (net assets of $103,226/10,411 shares outstanding) $ 9.92 ======== Adviser Shares (net assets of $5,053/510 shares outstanding) $ 9.91 ======== See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 23 ================================================================================ STATEMENT OF OPERATIONS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited) -------------------------------------------------------------------------------- INVESTMENT INCOME Interest income $ 6,575 ------- EXPENSES Management fees 396 Administration and servicing fees: Fund Shares 322 Institutional Shares* 20 Adviser Shares 4 Transfer agent's fees: Fund Shares 277 Institutional Shares* 20 Distribution and service fees (Note 6E): Adviser Shares 6 Custody and accounting fees: Fund Shares 57 Institutional Shares* 5 Adviser Shares 1 Postage: Fund Shares 17 Shareholder reporting fees: Fund Shares 15 Trustees' fees 13 Registration fees: Fund Shares 23 Institutional Shares* 12 Adviser Shares 12 Professional fees 46 Other 7 ------- Total expenses 1,253 Expenses reimbursed: Institutional Shares* (2) Adviser Shares (9) ------- Net expenses 1,242 ------- NET INVESTMENT INCOME 5,333 ------- NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS Net realized loss (26) Change in net unrealized appreciation/(depreciation) (6,123) ------- Net realized and unrealized loss (6,149) ------- Decrease in net assets resulting from operations $ (816) ======= *Institutional Shares commenced operations on August 7, 2015. See accompanying notes to financial statements. ================================================================================ 24 | USAA GOVERNMENT SECURITIES FUND ================================================================================ STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited), and year ended May 31, 2015 -------------------------------------------------------------------------------- 11/30/2015 5/31/2015 ------------------------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income $ 5,333 $ 11,248 Net realized gain (loss) on investments (26) 16 Change in net unrealized appreciation/(depreciation) of investments (6,123) 1,177 ------------------------------------- Increase (decrease) in net assets resulting from operations (816) 12,441 ------------------------------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income: Fund Shares (4,888) (11,252) Institutional Shares* (450) - Adviser Shares (52) (115) ------------------------------------- Distributions to shareholders (5,390) (11,367) ------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS (NOTE 5) Fund Shares (3,733) (17,328) Institutional Shares* 103,840 - Adviser Shares 2 (59) ------------------------------------- Total net increase (decrease) in net assets from capital share transactions 100,109 (17,387) ------------------------------------- Net increase (decrease) in net assets 93,903 (16,313) NET ASSETS Beginning of period 440,537 456,850 ------------------------------------- End of period $534,440 $440,537 ===================================== Undistributed net investment income: End of period $ 5 $ 62 ===================================== *Institutional Shares commenced operations on August 7, 2015. See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 25 ================================================================================ NOTES TO FINANCIAL STATEMENTS November 30, 2015 (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 54 separate funds. Additionally, the Fund qualifies as a registered investment company under Accounting Standards Codification Topic 946. The information presented in this semiannual report pertains only to the USAA Government Securities Fund (the Fund), which is classified as diversified under the 1940 Act. The Fund's investment objective is to provide investors a high level of current income consistent with preservation of principal. The Fund consists of three classes of shares: Government Securities Fund Shares (Fund Shares), Government Securities Fund Adviser Shares (Adviser Shares), and effective August 7, 2015, a new share class designated Government Securities Fund Institutional Shares (Institutional Shares). Each class of shares has equal rights to assets and earnings, except that each class bears certain class-related expenses specific to the particular class. These expenses include administration and servicing fees, transfer agent fees, postage, shareholder reporting fees, distribution and service (12b-1) fees, and certain registration and custodian fees. Expenses not attributable to a specific class, income, and realized gains or losses on investments are allocated to each class of shares based on each class's relative net assets. Each class has exclusive voting rights on matters related solely to that class and separate voting rights on matters that relate to all classes. The Institutional Shares are available for investment through a USAA discretionary managed account program, and certain advisory programs sponsored by financial intermediaries, such as brokerage firms, investment advisors, financial planners, third-party administrators, and insurance companies. Institutional Shares also are available to institutional investors, which include retirement plans, endowments, ================================================================================ 26 | USAA GOVERNMENT SECURITIES FUND ================================================================================ foundations, and bank trusts, as well as other persons or legal entities that the Fund may approve from time to time, or for purchase by a USAA fund participating in a fund-of-funds investment strategy (USAA fund-of-funds). The Adviser Shares permit investors to purchase shares through financial intermediaries, including banks, broker-dealers, insurance companies, investment advisers, plan sponsors, and financial professionals that provide various administrative and distribution services. 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), an affiliate of the Fund. Among other things, these monthly meetings include a review and analysis of back testing reports, pricing service quotation comparisons, illiquid securities and fair value determinations, pricing movements, and daily stale price monitoring. The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below: 1. 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 27 ================================================================================ prices or the last sales price to value a security when, in the Service's judgment, these prices are readily available and are representative of the security's market value. For many securities, such prices are not readily available. The Service generally prices those securities based on methods which 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. 2. Short-term debt securities with original or remaining maturities of 60 days or less may be valued at amortized cost, provided that amortized cost represents the fair value of such securities. 3. Repurchase agreements are valued at cost. 4. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with 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 net asset value (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, other pricing services, 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, evaluation of credit quality, 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 ================================================================================ 28 | USAA GOVERNMENT SECURITIES FUND ================================================================================ 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 indexes. Level 2 securities include asset-backed securities, U.S. government agency issues, and municipal bonds valued based on methods discussed in Note 1A1, and repurchase agreements valued at cost, which approximates fair value. 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. C. 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. D. 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. Interest income is recorded daily on the accrual basis. Premiums and discounts 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. E. REPURCHASE AGREEMENTS - The Fund may enter into repurchase agreements with commercial banks or recognized security dealers pursuant to the terms of a Master Repurchase Agreement. A repurchase agreement is an arrangement wherein the Fund purchases securities and the seller agrees to repurchase the securities at an agreed upon time and at an agreed upon price. The purchased securities are marked-to-market daily to ================================================================================ NOTES TO FINANCIAL STATEMENTS | 29 ================================================================================ ensure their value is equal to or in excess of the purchase price plus accrued interest and are held by the Fund, either through its regular custodian or through a special "tri-party" custodian that maintains separate accounts for both the Fund and its counterparty, until maturity of the repurchase agreement. Master Repurchase Agreements typically contain netting provisions, which provide for the net settlement of all transactions and collateral with the Fund through a single payment in the event of default or termination. Repurchase agreements are subject to credit risk, and the Fund's Manager monitors the creditworthiness of sellers with which the Fund may enter into repurchase agreements. Investments in repurchase agreements as presented on the Portfolio of Investments are not net settlement amounts but gross. At November 30, 2015, the value of the related collateral exceeded the value of the repurchase agreements, reducing the net settlement amount to zero. Details on the collateral are included on the Portfolio of Investments. F. 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 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 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 may increase the volatility of the Fund's NAV to the extent that the Fund makes such purchases while remaining substantially fully invested. G. 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, 2015, there were no custodian and other bank credits. H. REDEMPTION FEES - Adviser Shares held in the Fund less than 60 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed or exchanged shares. All redemption fees paid will be accounted for by ================================================================================ 30 | USAA GOVERNMENT SECURITIES FUND ================================================================================ the Fund as an addition to paid in capital. For the six-month period ended November 30, 2015, the Adviser Shares did not charge any redemption fees. I. INDEMNIFICATIONS - Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts that contain a variety of representations and warranties that provide general indemnifications. The Trust's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trust expects the risk of loss to be remote. J. USE OF ESTIMATES - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts in the financial statements. (2) LINE OF CREDIT The Fund participates in a joint, short-term, revolving, committed loan agreement of $500 million with USAA Capital Corporation (CAPCO), an affiliate of the Manager. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. Subject to availability, the Fund may borrow from CAPCO an amount up to 5% of the Fund's total assets at an interest rate based on the London Interbank Offered Rate (LIBOR). The USAA Funds that are party to the loan agreement are assessed facility fees by CAPCO in the amount of 9.0 basis points of the amount of the committed loan agreement. Prior to September 30, 2015, the maximum annual facility fee was 7.0 basis points of the amount of the committed loan agreement. The facility fees are allocated among the USAA Funds based on their respective average net assets for the period. The USAA Funds may request an optional increase of the committed loan agreement up to $750 million. If the USAA Funds increase the committed loan agreement above the $500 million, the assessed facility fee by CAPCO will be increased to 10.0 basis points. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 31 ================================================================================ For the six-month period ended November 30, 2015, the Fund paid CAPCO facility fees of $1,000, which represents 0.6% 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, 2015. (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, 2016, in accordance with applicable tax law. Net investment income is accrued daily as dividends and distributed to shareholders monthly. 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. As of May 31, 2015, the Fund had no capital loss carryforwards, for federal income tax purposes. For the six-month period ended November 30, 2015, 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 the Fund's 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, 2015, were $140,671,000 and $40,245,000 respectively. As of November 30, 2015, 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, 2015, were $17,621,000 and $2,372,000, respectively, resulting in net unrealized appreciation of $15,249,000. ================================================================================ 32 | USAA GOVERNMENT SECURITIES FUND ================================================================================ (5) CAPITAL SHARE TRANSACTIONS At November 30, 2015, there were an unlimited number of shares of capital stock at no par value authorized for the Fund. Capital share transactions for the Institutional Shares resulted from purchases and sales by the affiliated USAA fund-of-funds as well as other persons or legal entities that the Fund may approve from time to time. Capital share transactions for all classes were as follows, in thousands: SIX-MONTH PERIOD ENDED YEAR ENDED NOVEMBER 30, 2015 MAY 31, 2015 ------------------------------------------------------------------------------------------------------------- SHARES AMOUNT SHARES AMOUNT --------------------------------------------------------- FUND SHARES: Shares sold 3,137 $ 31,247 5,553 $ 55,640 Shares issued from reinvested dividends 443 4,405 1,008 10,107 Shares redeemed (3,957) (39,385) (8,293) (83,075) ------------------------------------------------------- Net decrease from capital share transactions (377) $ (3,733) (1,732) $(17,328) ======================================================= INSTITUTIONAL SHARES (COMMENCED ON AUGUST 7, 2015): Shares sold 10,369 $103,425 - $ - Shares issued from reinvested dividends 42 415 - - Shares redeemed - - - - ------------------------------------------------------- Net increase from capital share transactions 10,411 $103,840 - $ - ======================================================= ADVISER SHARES: Shares sold -* $ 1 13 $ 128 Shares issued from reinvested dividends -* 2 -* 5 Shares redeemed (-)* (1) (19)** (192)** ------------------------------------------------------- Net increase (decrease) from capital share transactions -* $ 2 (6) $ (59) ======================================================= *Represents less than 500 shares. **Net of redemption fees. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 33 ================================================================================ (6) 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, 2015, the Fund had no subadviser(s). 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 0.125% of its average net assets. The performance adjustment is calculated separately for each share class on a monthly basis by comparing each class's performance over the performance period to that of the Lipper Intermediate U.S. Government Funds Index. The Lipper Intermediate U.S. Government Funds Index tracks the total return performance of the 10 largest funds in the Lipper Intermediate U.S. Government Funds category. For the Fund Shares and Adviser Shares, the performance period consists of the current month plus the previous 35 months. The performance period for the Institutional Shares commenced on August 7, 2015, and includes the performance of the Fund Shares for periods prior to August 7, 2015. The following table is utilized to determine the extent of the performance adjustment: OVER/UNDER PERFORMANCE RELATIVE TO INDEX ANNUAL ADJUSTMENT RATE (IN BASIS POINTS)(1) (IN BASIS POINTS)(1) ------------------------------------------------------------------ +/- 20 to 50 +/- 4 +/- 51 to 100 +/- 5 +/- 101 and greater +/- 6 (1)Based on the difference between average annual performance of the relevant share class of the Fund and its relevant index, rounded to the nearest basis point. Average net assets are calculated over a rolling 36-month period. ================================================================================ 34 | USAA GOVERNMENT SECURITIES FUND ================================================================================ Each class's annual performance adjustment rate is multiplied by the average net assets of each respective class 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, each class will pay a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Intermediate U.S. Government Funds Index over that period, even if the class had overall negative returns during the performance period. For the six-month period ended November 30, 2015, the Fund incurred total management fees, paid or payable to the Manager, of $396,000, which included a performance adjustment for the Fund Shares and Institutional Shares of $99,000, and less than $500, respectively. For the Fund Shares, and Institutional Shares, the performance adjustments were 0.05% and less than 0.01%, respectively. The Adviser Shares had no performance adjustment during the six-month period ended November 30, 2015. 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 average net assets of the Fund Shares and Adviser Shares, and 0.10% of average net assets of the Institutional Shares. For the six-month period ended November 30, 2015, the Fund Shares, Institutional Shares, and Adviser Shares incurred administration and servicing fees, paid or payable to the Manager, of $322,000, $20,000, and $4,000, respectively. 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 35 ================================================================================ Manager. For the six-month period ended November 30, 2015, the Fund reimbursed the Manager $6,000 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, 2016, to limit the total annual operating expenses of the Institutional Shares and Adviser Shares to 0.45% and 0.75%, respectively, of its average net assets, excluding extraordinary expenses and before reductions of any expenses paid indirectly, and to reimburse the Institutional Shares and Adviser Shares for all expenses in excess of that amount. This expense limitation arrangement may not be changed or terminated through October 1, 2016, 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, 2015, the Fund incurred reimbursable expenses from the Manager for the Institutional Shares and Adviser Shares of $2,000 and $9,000, respectively, of which $4,000 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 Shares and Adviser Shares based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. SAS pays a portion of these fees to certain intermediaries for administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees for Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of the Institutional Shares' average net assets, plus out-of-pocket expenses. For the six-month period ended November 30, 2015, the Fund Shares, Institutional Shares and Adviser Shares incurred transfer agent's fees, paid or payable to SAS, of $277,000, $20,000, and less than $500, respectively. E. DISTRIBUTION AND SERVICE (12b-1) FEES - The Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the Adviser Shares. Under the plan, the Adviser Shares pay fees to USAA Investment Management Company, the distributor, for distribution and shareholder ================================================================================ 36 | USAA GOVERNMENT SECURITIES FUND ================================================================================ services. USAA Investment Management Company pays all or a portion of such fees to intermediaries that make the Adviser Shares available for investment by their customers. The fee is accrued daily and paid monthly at an annual rate of 0.25% of the Adviser Shares' average net assets. Adviser Shares are offered and sold without imposition of an initial sales charge or a contingent deferred sales charge. For the six-month period ended November 30, 2015, the Adviser Shares incurred distribution and service (12b-1) fees of $6,000. F. UNDERWRITING SERVICES - USAA Investment Management Company provides exclusive underwriting and distribution of the Fund's shares on a continuing best-efforts basis and receives no commissions or fees for this service. (7) TRANSACTIONS WITH AFFILIATES The Fund offers its Institutional Shares for investment by other USAA funds and is one of 20 USAA mutual funds in which the affiliated USAA fund-of-funds may invest. The USAA fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control. As of November 30, 2015, the USAA fund-of-funds owned the following percentages of the total outstanding shares of the Fund: AFFILIATED USAA FUND OWNERSHIP % -------------------------------------------------------------------------------- USAA Target Retirement Income 8.3 USAA Target Retirement 2020 7.6 USAA Target Retirement 2030 2.4 The Manager is indirectly wholly owned by United Services Automobile Association (USAA), a large, diversified financial services institution. At November 30, 2015, USAA and its affiliates owned 503,000 Institutional Shares and 487,000 Adviser Shares, which represents 4.8% of the Institutional Shares, 95.5% of the Adviser Shares, and 1.8% of the Fund. 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 | 37 ================================================================================ (8) FINANCIAL HIGHLIGHTS - FUND SHARES Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, ------------------------------------------------------------------------------ 2015 2015 2014 2013 2012 2011 ------------------------------------------------------------------------------ Net asset value at beginning of period $ 10.04 $ 10.02 $ 10.08 $ 10.40 $ 10.30 $ 10.19 ------------------------------------------------------------------------------ Income (loss) from investment operations: Net investment income .11 .25 .28 .29 .33 .38 Net realized and unrealized gain (loss) (.13) .03 (.06) (.32) .10 .11 ------------------------------------------------------------------------------ Total from investment operations (.02) .28 .22 (.03) .43 .49 ------------------------------------------------------------------------------ Less distributions from: Net investment income (.11) (.26) (.28) (.29) (.33) (.38) ------------------------------------------------------------------------------ Net asset value at end of period $ 9.91 $ 10.04 $ 10.02 $ 10.08 $ 10.40 $ 10.30 ============================================================================== Total return (%)* (.17) 2.78 2.20 (.36) 4.24 4.89 Net assets at end of period (000) $426,161 $435,421 $451,688 $553,495 $641,730 $604,893 Ratios to average net assets:** Expenses (%)(a) .53(b) .51 .47 .41 .41 .42 Net investment income (%) 2.25(b) 2.52 2.78 2.77 3.19 3.71 Portfolio turnover (%) 9 15 0 24 20 19 * 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, 2015, average net assets were $429,607,000. (a) Reflects total annual operating expenses of the Fund Shares before reductions of any expenses paid indirectly. The Fund Shares' expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (.00%)(+) (.00%)(+) (+)Represents less than 0.01% of average net assets. (b) Annualized. The ratio is not necessarily indicative of 12 months of operations. ================================================================================ 38 | USAA GOVERNMENT SECURITIES FUND ================================================================================ (8) FINANCIAL HIGHLIGHTS (CONTINUED) - INSTITUTIONAL SHARES Per share operating performance for a share outstanding throughout each period is as follows: PERIOD ENDED NOVEMBER 30, --------------- 2015*** --------------- Net asset value at beginning of period $ 9.96 -------- Income (loss) from investment operations: Net investment income .07 Net realized and unrealized loss (.04) -------- Total from investment operations .03 -------- Less distributions from: Net investment income (.07) -------- Net asset value at end of period $ 9.92 ======== Total return (%)* .49 Net assets at end of period (000) $103,226 Ratios to average net assets:** Expenses (%)(a) .44 Expenses, excluding reimbursements (%)(a) .46 Net investment income (%)(a) 2.21 Portfolio turnover (%) 9 * 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, 2015, average net assets were $66,555,000. *** Institutional Shares commenced operations on August 7, 2015. (a) Annualized. The ratio is not necessarily indicative of 12 months of operations. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 39 ================================================================================ (8) FINANCIAL HIGHLIGHTS (CONTINUED) - ADVISER SHARES Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, MAY 31, --------------------------------------------------------------------------------- 2015 2015 2014 2013 2012 2011*** --------------------------------------------------------------------------------- Net asset value at beginning of period $10.04 $10.01 $10.07 $10.40 $10.29 $10.30 ---------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income .10 .22 .24 .24 .28 .27 Net realized and unrealized gain (loss) (.13) .04 (.06) (.33) .11 (.01) ---------------------------------------------------------------------------- Total from investment operations (.03) .26 .18 (.09) .39 .26 ---------------------------------------------------------------------------- Less distributions from: Net investment income (.10) (.23) (.24) (.24) (.28) (.27) Redemption fees added to beneficial interests - .00(a) - - - - ---------------------------------------------------------------------------- Net asset value at end of period $ 9.91 $10.04 $10.01 $10.07 $10.40 $10.29 ============================================================================ Total return (%)* (.28) 2.58 1.83 (.94) 3.84 2.58 Net assets at end of period (000) $5,053 $5,116 $5,162 $5,150 $5,099 $5,047 Ratios to average net assets:** Expenses (%)(c) .75(b) .80(d) .84 .90 .90 .90(b) Expenses, excluding reimbursements (%)(c) 1.09(b) 1.05 .84 1.06 1.15 1.39(b) Net investment income (%) 2.03(b) 2.22 2.41 2.28 2.71 3.21(b) Portfolio turnover (%) 9 15 0 24 20 19 * 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, 2015, average net assets were $5,074,000. *** Adviser Shares commenced operations on August 1, 2010. (a) Represents less than $0.01 per share. (b) Annualized. The ratio is not necessarily indicative of 12 months of operations. (c) Reflects total annual operating expenses of the Adviser Shares before reductions of any expenses paid indirectly. The Adviser Shares' expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (.00%)(+) (.00%)(+) (+)Represents less than 0.01% of average net assets. (d) Prior to October 1, 2014, the Manager voluntarily agreed to reimburse the Adviser Shares for expenses in excess of 0.90% of their annual average net assets. ================================================================================ 40 | USAA GOVERNMENT SECURITIES FUND ================================================================================ EXPENSE EXAMPLE November 30, 2015 (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, distribution and service (12b-1) 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, 2015, through November 30, 2015. ACTUAL EXPENSES The line labeled "actual" under each share class 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 for your share class 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" under each share class in the table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratios for each class 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 ================================================================================ EXPENSE EXAMPLE | 41 ================================================================================ 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 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" 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, 2015 - JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 ----------------------------------------------------------------- FUND SHARES Actual $1,000.00 $ 998.30 $2.65 Hypothetical (5% return before expenses) 1,000.00 1,022.35 2.68 INSTITUTIONAL SHARES* Actual 1,000.00 1,004.90 1.35 Hypothetical (5% return before expenses) 1,000.00 1,013.95 1.36 ADVISER SHARES Actual 1,000.00 997.20 3.74 Hypothetical (5% return before expenses) 1,000.00 1,021.25 3.79 * Institutional Shares commenced operations on August 7, 2015. **Expenses are equal to the annualized expense ratio of 0.53% for Fund Shares, 0.44% for Institutional Shares, and 0.75% for Adviser Shares, which are net of any reimbursements and expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/366 days for Fund Shares and Adviser Shares (to reflect the one-half-year period) or 112 days/366 days for Institutional Shares (to reflect the current period beginning with the Institutional Shares' inception date). The Fund's actual ending account values are based on its actual total returns of (0.17)% for Fund Shares, 0.49% for Institutional Shares, and (0.28)% for Adviser Shares for the six-month period of June 1, 2015, through November 30, 2015 for the Fund Shares and Adviser Shares, and August 7, 2015, through November 30, 2015, for the Institutional Shares. ================================================================================ 42 | USAA GOVERNMENT SECURITIES FUND ================================================================================ TRUSTEES Daniel S. McNamara Robert L. Mason, Ph.D. Jefferson C. Boyce Dawn M. Hawley Paul L. McNamara Barbara B. Ostdiek, Ph.D. Michael F. Reimherr -------------------------------------------------------------------------------- ADMINISTRATOR AND USAA Asset Management Company INVESTMENT ADVISER P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- UNDERWRITER AND USAA Investment Management Company DISTRIBUTOR P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- TRANSFER AGENT USAA Shareholder Account Services 9800 Fredericksburg Road San Antonio, Texas 78288 -------------------------------------------------------------------------------- CUSTODIAN AND State Street Bank and Trust Company ACCOUNTING AGENT P.O. Box 1713 Boston, Massachusetts 02105 -------------------------------------------------------------------------------- INDEPENDENT Ernst & Young LLP REGISTERED PUBLIC 100 West Houston St., Suite 1700 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) (210) 531-8722 -------------------------------------------------------------------------------- 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) or (210) 531-8722; (ii) at USAA.COM; and (iii) in summary within the Statement of Additional Information on the SEC's website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's website at HTTP://WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling (800) 531-USAA (8722) or (210) 531-8722; (ii) at usaa.com; and (iii) on the SEC's website at http://www.sec.gov. These Forms N-Q also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. ================================================================================ USAA 9800 Fredericksburg Road -------------- San Antonio, TX 78288 PRSRT STD U.S. Postage PAID USAA -------------- >> SAVE PAPER AND FUND COSTS Under MY PROFILE on USAA.COM select MANAGE PREFERENCES Set your DOCUMENT PREFERENCES to USAA DOCUMENTS ONLINE. [LOGO OF USAA] USAA We know what it means to serve.(R) ============================================================================= 23414-0116 (C)2016, USAA. All rights reserved. [LOGO OF USAA] USAA(R) [GRAPHIC OF USAA GROWTH AND TAX STRATEGY FUND] ============================================================== SEMIANNUAL REPORT USAA GROWTH AND TAX STRATEGY FUND NOVEMBER 30, 2015 ============================================================== ================================================================================ ================================================================================ PRESIDENT'S MESSAGE "A NEW YEAR IS A GREAT TIME TO REEVALUATE YOUR INVESTMENT PLAN TO HELP ENSURE YOU ARE STAYING [PHOTO OF BROOKS ENGLEHARDT] ON TRACK TOWARD YOUR FINANCIAL GOALS." -------------------------------------------------------------------------------- JANUARY 2016 The financial markets were volatile during the reporting period ended November 30, 2015, but U.S. stocks, the broad U.S. fixed-income market, and longer-term U.S. Treasury securities had experienced minimal change when the reporting period came to an end. Emerging markets stocks, in contrast, generally suffered losses, while stocks in non-U.S. developed markets also declined, though to a lesser extent. When the reporting period began in June 2015, Greece was once again in the headlines, as the country's debt problems reemerged and investors speculated about the future of the European Union. During July 2015, market turbulence increased. Worries about China's slow economic growth triggered a steep decline in the Chinese equity market, with many other emerging stock markets falling in a similar fashion. In response, the Chinese authorities surprised many investors by devaluing its currency, which added to investors' existing concerns about the health of the global economy. The result was a broad sell-off in riskier asset classes and a flight to the perceived safety of U.S. Treasury securities. Meanwhile, a divergence in global economic growth was reflected in the monetary policies being pursued by the world's central banks. Persistent economic weakness outside the United States led many central banks to cut interest rates and boost quantitative easing, resulting in low--and even negative--global interest rates. At the same time, the U.S. economy continued to grow, albeit slowly, and the Federal Reserve (the Fed) strongly signaled that it would begin to raise interest rates for the first time in seven years. As a result, shorter-term U.S. Treasury yields rose during the reporting period, while longer-term U.S. Treasury yields edged up slightly. On December 16, 2015, the Fed raised the target range for the federal funds rate from 0.25% to 0.50%. At USAA Investments, we believe it is less important when the first interest rate increase occurs than how quickly the Fed affects interest rates. We have long believed Fed policymakers are unlikely to raise interest rates rapidly because they will not want to jeopardize the U.S. economy. In addition, there appears to be no pressing reason, such as a higher rate of inflation, for them ================================================================================ ================================================================================ to do so. Therefore, the modest interest rate increase in December 2015 is consistent with our outlook. Also of note during the reporting period was the steady decline in commodities prices. What caused the drop in oil, natural gas, coal, and industrial metals prices? In our opinion, there was no single reason. Certainly, the divergence in global economic growth and central bank monetary policy created uncertainty in the world's commodities markets. But softening global demand and, in the case of energy, an increase in supply were also key factors. In addition, commodities are generally priced in U.S. dollars and the appreciation of the U.S. dollar during the reporting period dampened prices. A new year is a great time to reevaluate your investment plan to help ensure you are staying on track toward your financial goals. Investors also may want to consider making a 2016 IRA contribution. The sooner investors invest their money, the sooner it can start working for them. For assistance, please feel free to give our financial advisors a call. Looking ahead, we expect to see continued volatility--at least in the near term--in the financial markets. It's been several years since we've seen this kind of market turbulence, so the events of the reporting period are a helpful reminder that volatility is to be expected from time to time and is normal market behavior. Long-term investors should strive to make decisions based on their long-term objectives, time horizon, and risk tolerance, rather than in response to market turmoil. On behalf of all of us at USAA Investments, we wish you a happy, healthy, and prosperous year in 2016. Thank you for your continued investment in our family of mutual funds. Sincerely, /S/ BROOKS ENGLEHARDT Brooks Englehardt President USAA Investments PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. o As interest rates rise, bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. o Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. o Investments provided by USAA Investment Management Company and USAA Financial Advisors Inc., both registered broker dealers, and affiliates. ================================================================================ ================================================================================ TABLE OF CONTENTS -------------------------------------------------------------------------------- FUND OBJECTIVE 1 MANAGERS' COMMENTARY 2 INVESTMENT OVERVIEW 5 FINANCIAL INFORMATION Portfolio of Investments 10 Notes to Portfolio of Investments 35 Financial Statements 38 Notes to Financial Statements 41 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)2016, USAA. All rights reserved. 200983-0116 ================================================================================ ================================================================================ FUND OBJECTIVE THE USAA GROWTH AND TAX STRATEGY FUND (THE FUND) IS AN ASSET ALLOCATION FUND THAT SEEKS A CONSERVATIVE BALANCE FOR THE INVESTOR BETWEEN INCOME, THE MAJORITY OF WHICH IS EXEMPT FROM FEDERAL INCOME TAX, AND THE POTENTIAL FOR LONG-TERM GROWTH OF CAPITAL TO PRESERVE PURCHASING POWER. -------------------------------------------------------------------------------- TYPES OF INVESTMENTS Using preset target ranges, the Fund's strategy is to invest a majority of its assets in tax-exempt bonds and money market instruments and the remainder in blue chip stocks. The Fund is managed with the goal of minimizing the impact of federal income tax to shareholders. 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. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election or change or revoke a prior withholding election, call (800) 531-USAA (8722) or (210) 531-8722. If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. ================================================================================ FUND OBJECTIVE | 1 ================================================================================ MANAGERS' COMMENTARY ON THE FUND USAA Asset Management Company Northern Trust Investments, Inc. JOHN C. BONNELL, CFA CHRISTOPHER A. FRONK, CFA DALE R. HOFFMAN* JACOB C. WEAVER, CFA -------------------------------------------------------------------------------- o WHAT WERE THE MARKET CONDITIONS DURING THE REPORTING PERIOD? Longer-term municipal bonds generated positive returns during the reporting period ended November 30, 2015, as investors sought higher-yielding securities and continued to invest in municipal securities for their tax advantage. Although longer-term interest rates increased, they remained low by historical standards, encouraging state and local governments to issue debt. Supply increased, though many of the new issues were in the form of refinancing bonds (issued to replace higher-yielding bonds with debt issued at lower interest rates). The new supply was met with strong demand. Municipal bonds also performed well compared to many other asset classes, which experienced significant volatility during the reporting period. The market turbulence was driven by worries about global growth, fueled by China's economic slowdown, and shifting expectations about a potential short-term interest rate hike by the Federal Reserve (the Fed). U.S. stocks ended the reporting period relatively unchanged. When the reporting period began in June 2015, stock prices decreased in response to a resurgence of the Greek debt crisis and conflicting signals from the Fed about the direction of its monetary policy. Stocks rebounded in July 2015 as investors favored U.S. equities amid growing concern about global economic conditions and a decline in China's A-share market. (The A-share market is composed of China-based stocks denominated in the Chinese renminbi.) In mid-August 2015, U.S. stocks fell as China's economy slowed and commodities prices dropped, raising new worries about the health of the global economy. The downturn persisted into *Effective December 4, 2015 Dale R. Hoffman will be co-managing the Fund. ================================================================================ 2 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ September 2015 as commodities prices fell further and the Fed said it would delay an interest rate hike in response to global growth concerns. In October 2015, market momentum reversed and U.S. stocks generally increased through the end of the reporting period as the Fed and other global central banks maintained their monetary stimulus. Overall, during the reporting period, five of the 10 sectors in the S&P 500(R) Index retreated. Energy posted a loss, followed by smaller declines in the materials and health care sectors. The consumer discretionary sector generated a solid positive return, with the information technology and consumer staples sectors also advancing. o HOW DID THE USAA GROWTH AND TAX STRATEGY FUND (THE FUND) PERFORM DURING THE REPORTING PERIOD? The Fund had a total return of 1.20% for the reporting period ended November 30, 2015. This compares to a total return of -0.21% for the S&P 500(R) Index (the Index), 2.37% for the Barclays Municipal Bond Index, and 0.40% for the Composite Index. USAA Asset Management Company (the Manager) is the Fund's investment adviser. As the investment adviser, the Manager employs dedicated resources to support the research, selection, and monitoring of the Fund's subadviser. Northern Trust Investments, Inc. (NTI) is a subadviser to the Fund. The investment adviser and the subadviser each provide day-to-day discretionary management for a portion of the Fund's assets. o HOW DID THE MUNICIPAL BOND PORTION OF THE FUND PERFORM? The municipal bond portion of the Fund benefited from our focus on income generation through which we seek to maximize tax-free income without taking undue risk. The long-term income distribution provided by the municipal bond portion of the Fund, not its price appreciation, contributes the majority of its total return. To identify attractive Refer to page 7 for benchmark definitions. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 3 ================================================================================ opportunities, we worked with our in-house team of analysts, who provide independent research on every security we consider for purchase. We select investments on a bond-by-bond basis, using fundamental analysis that emphasizes an issuer's ability and willingness to repay its debt. We strive to use research both to find value and to avoid potential hidden risks. The municipal bond portion of the Fund remains well diversified and we avoid municipal bonds subject to the federal alternative minimum tax for individuals. o HOW DID THE EQUITY PORTION OF THE FUND PERFORM? During the reporting period, the equity portion of the Fund recorded a negative return close to the -0.21% return of the Index. Because the equity portion of the Fund's sector exposures are similar to those of the Index, the relative strength or weakness of certain sectors did not have an outsized impact on returns during the reporting period. In response to the significant market volatility, we sought to reduce "active risk" (the risk that the equity portion of the Fund will not perform in line with the Index because of our efforts to achieve tax efficiency). We accomplished this task by selling select stock positions, and realizing a modest loss for the reporting period. As we reduced risk, we also rebalanced the equity portion of the Fund, selling stocks across a range of sectors and industries with a focus on those that would create the smallest capital gains. Thus, we were able to successfully minimize the negative tax impact of realized capital gains on performance during the reporting period. The equity portion of the Fund continued to receive dividend income from its stock holdings. Due to the solid dividend growth of index-listed companies, the Fund maintained a dividend yield similar to prior periods during the reporting period. Thank you for your investment in the Fund. As interest rates rise, existing bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. o Diversification is a technique intended to help reduce risk and does not guarantee a profit or prevent a loss. o Some income may have been subject to state or local taxes but not the federal alternative minimum tax. ================================================================================ 4 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ INVESTMENT OVERVIEW USAA GROWTH AND TAX STRATEGY FUND (THE FUND) (Ticker Symbol: USBLX) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $284.0 Million $283.2 Million Net Asset Value Per Share $17.43 $17.48 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEARS 10 YEARS 1.20% 2.69% 9.42% 5.57% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEARS 10 YEARS 2.20% 8.98% 5.47% -------------------------------------------------------------------------------- 30-DAY SEC YIELD** AS OF 11/30/15 EXPENSE RATIO AS OF 5/31/15*** -------------------------------------------------------------------------------- 1.86% 0.84% 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. **Calculated as prescribed by the Securities and Exchange Commission. ***The expense ratio represents the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and is calculated as a percentage of average net assets. This expense ratio may differ from the expense ratio 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. ================================================================================ INVESTMENT OVERVIEW | 5 ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] USAA GROWTH AND TAX BARCLAYS MUNICIPAL S&P 500 INDEX COMPOSITE INDEX STRATEGY FUND BOND INDEX 11/30/05 $10,000.00 $10,000.00 $10,000.00 $10,000.00 12/31/05 10,003.43 10,061.97 10,078.87 10,086.00 01/31/06 10,268.35 10,213.86 10,184.15 10,113.21 02/28/06 10,296.21 10,232.37 10,247.32 10,181.11 03/31/06 10,424.38 10,292.86 10,244.94 10,110.90 04/30/06 10,564.35 10,340.50 10,301.46 10,107.42 05/31/06 10,260.29 10,213.63 10,174.28 10,152.45 06/30/06 10,274.20 10,196.90 10,153.79 10,114.23 07/31/06 10,337.58 10,243.06 10,246.29 10,234.53 08/31/06 10,583.54 10,445.24 10,424.17 10,386.40 09/30/06 10,856.28 10,590.22 10,592.76 10,458.64 10/31/06 11,210.04 10,798.08 10,786.14 10,524.22 11/30/06 11,423.21 10,947.59 10,922.22 10,611.95 12/31/06 11,583.46 10,981.83 10,971.60 10,574.46 01/31/07 11,758.64 11,057.99 11,041.09 10,547.38 02/28/07 11,528.65 11,031.79 10,994.76 10,686.37 03/31/07 11,657.60 11,071.61 11,035.73 10,660.02 04/30/07 12,173.97 11,315.14 11,292.20 10,691.58 05/31/07 12,598.79 11,479.50 11,463.17 10,644.24 06/30/07 12,389.48 11,378.78 11,333.39 10,589.08 07/31/07 12,005.35 11,249.87 11,184.78 10,671.17 08/31/07 12,185.31 11,258.37 11,208.24 10,625.13 09/30/07 12,641.02 11,539.62 11,504.05 10,782.35 10/31/07 12,842.10 11,679.01 11,606.42 10,830.42 11/30/07 12,305.22 11,461.44 11,338.70 10,899.47 12/31/07 12,219.85 11,424.43 11,249.56 10,929.73 01/31/08 11,486.88 11,165.80 10,948.09 11,067.55 02/29/08 11,113.72 10,733.26 10,448.29 10,560.85 03/31/08 11,065.73 10,810.43 10,603.10 10,862.70 04/30/08 11,604.67 11,145.16 10,930.70 10,989.81 05/31/08 11,754.98 11,287.67 11,026.59 11,056.26 06/30/08 10,763.99 10,782.24 10,508.14 10,931.47 07/31/08 10,673.51 10,701.71 10,427.62 10,973.02 08/31/08 10,827.90 10,819.68 10,580.61 11,101.43 09/30/08 9,863.05 10,037.52 9,797.53 10,580.83 10/31/08 8,206.57 9,048.18 8,807.22 10,472.83 11/30/08 7,617.71 8,644.31 8,450.06 10,506.13 12/31/08 7,698.77 8,703.35 8,403.05 10,659.29 01/31/09 7,049.87 8,582.40 8,296.37 11,049.46 02/28/09 6,299.21 8,218.10 8,000.95 11,107.51 03/31/09 6,850.99 8,544.46 8,281.96 11,109.54 04/30/09 7,506.70 9,095.25 8,754.04 11,331.47 05/31/09 7,926.57 9,467.08 9,110.16 11,451.34 06/30/09 7,942.29 9,411.90 9,087.04 11,344.07 07/31/09 8,543.03 9,841.53 9,479.59 11,533.86 08/31/09 8,851.47 10,136.88 9,730.15 11,731.04 09/30/09 9,181.76 10,571.91 10,224.53 12,152.04 10/31/09 9,011.19 10,324.84 9,980.49 11,896.95 11/30/09 9,551.71 10,609.28 10,275.02 11,995.25 12/31/09 9,736.21 10,781.14 10,424.56 12,035.79 01/31/10 9,385.96 10,624.71 10,271.76 12,098.48 02/28/10 9,676.71 10,824.72 10,475.49 12,215.74 03/31/10 10,260.65 11,124.98 10,765.71 12,186.50 04/30/10 10,422.64 11,271.99 10,902.42 12,334.60 05/31/10 9,590.39 10,844.77 10,492.29 12,427.11 06/30/10 9,088.35 10,560.81 10,226.03 12,434.49 07/31/10 9,725.10 10,977.51 10,613.37 12,589.54 08/31/10 9,286.07 10,871.05 10,535.90 12,877.79 09/30/10 10,114.80 11,351.50 10,959.89 12,857.66 10/31/10 10,499.66 11,545.46 11,124.63 12,822.05 11/30/10 10,501.01 11,369.59 10,959.89 12,565.66 12/31/10 11,202.81 11,590.66 11,167.45 12,322.15 01/31/11 11,468.33 11,639.63 11,202.38 12,231.38 02/28/11 11,861.23 11,906.70 11,490.51 12,426.10 03/31/11 11,865.94 11,882.35 11,465.25 12,384.69 04/30/11 12,217.36 12,162.61 11,737.60 12,606.48 05/31/11 12,079.06 12,226.98 11,807.89 12,821.90 06/30/11 11,877.71 12,166.14 11,744.27 12,866.64 07/31/11 11,636.18 12,113.67 11,708.90 12,997.95 08/31/11 11,004.09 11,868.60 11,487.81 13,220.32 09/30/11 10,230.51 11,523.33 11,266.16 13,356.98 10/31/11 11,348.63 12,099.09 11,782.71 13,307.32 11/30/11 11,323.55 12,111.30 11,800.52 13,385.93 12/31/11 11,439.38 12,270.92 11,991.83 13,640.59 01/31/12 11,952.05 12,752.73 12,449.26 13,956.05 02/29/12 12,468.88 13,025.06 12,718.34 13,969.80 03/31/12 12,879.22 13,160.11 12,872.66 13,879.03 04/30/12 12,798.38 13,199.21 12,917.77 14,039.15 05/31/12 12,029.18 12,861.98 12,647.14 14,155.69 06/30/12 12,524.81 13,104.47 12,873.53 14,140.49 07/31/12 12,698.77 13,313.29 13,064.18 14,364.59 08/31/12 12,984.78 13,479.84 13,218.52 14,380.95 09/30/12 13,320.33 13,674.16 13,397.61 14,467.82 10/31/12 13,074.38 13,624.00 13,324.60 14,508.64 11/30/12 13,150.23 13,822.51 13,479.75 14,747.66 12/31/12 13,270.09 13,803.36 13,434.13 14,565.39 01/31/13 13,957.41 14,217.71 13,802.19 14,626.05 02/28/13 14,146.88 14,321.81 13,921.81 14,670.35 03/31/13 14,677.44 14,536.84 14,149.24 14,607.09 04/30/13 14,960.22 14,761.53 14,352.83 14,767.21 05/31/13 15,310.17 14,840.04 14,426.86 14,586.82 06/30/13 15,104.57 14,466.57 14,092.57 14,173.78 07/31/13 15,873.15 14,719.34 14,399.74 14,049.86 08/31/13 15,413.44 14,397.66 14,073.95 13,849.35 09/30/13 15,896.80 14,812.86 14,456.82 14,147.44 10/31/13 16,627.54 15,159.52 14,822.22 14,259.20 11/30/13 17,134.25 15,350.03 15,028.34 14,229.81 12/31/13 17,568.02 15,515.75 15,201.96 14,193.47 01/31/14 16,960.62 15,440.15 15,117.08 14,469.99 02/28/14 17,736.46 15,900.34 15,522.59 14,639.66 03/31/14 17,885.55 15,998.72 15,612.56 14,664.27 04/30/14 18,017.76 16,119.80 15,764.42 14,840.46 05/31/14 18,440.71 16,438.20 16,001.69 15,031.56 06/30/14 18,821.65 16,592.97 16,166.77 15,044.59 07/31/14 18,562.09 16,470.61 16,071.28 15,071.08 08/31/14 19,304.66 16,866.49 16,395.95 15,253.64 09/30/14 19,033.94 16,780.41 16,308.35 15,269.13 10/31/14 19,498.85 16,994.98 16,529.25 15,373.80 11/30/14 20,023.26 17,229.66 16,740.55 15,400.44 12/31/14 19,972.82 17,256.63 16,795.71 15,478.04 01/31/15 19,373.25 17,148.62 16,737.73 15,752.38 02/28/15 20,486.66 17,546.83 17,037.31 15,589.94 03/31/15 20,162.68 17,442.21 16,948.98 15,634.97 04/30/15 20,356.10 17,468.95 16,939.26 15,552.88 05/31/15 20,617.87 17,536.47 16,987.86 15,509.89 06/30/15 20,218.75 17,343.20 16,802.33 15,495.84 07/31/15 20,642.35 17,554.26 17,037.46 15,608.04 08/31/15 19,396.92 17,045.66 16,606.38 15,638.73 09/30/15 18,916.97 16,866.75 16,471.18 15,751.94 10/31/15 20,512.70 17,574.71 17,102.41 15,814.63 11/30/15 20,573.70 17,628.14 17,191.17 15,877.46 [END CHART] Data from 11/30/05 through 11/30/15. 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, except that the Composite Index reflects the fees and expenses of the underlying funds included in the Composite Index. ================================================================================ 6 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ The graph on page 6 illustrates the comparison of a $10,000 hypothetical investment in the USAA Growth and Tax Strategy Fund to the benchmarks listed below. The Manager has developed the Composite Index, which is used to measure the Fund's performance. The custom benchmark was created by the Manager to show how the Fund's performance compares with the return of an index or indexes with similar asset allocations. o The unmanaged S&P 500(R) Index represents the weighted average performance of a group of 500 widely held, publicly traded stocks. o The Composite Index is comprised of 51% of the Lipper General Municipal Debt Funds Index and 49% of the Lipper Large-Cap Core Funds Index. The unmanaged Lipper General Municipal Debt Funds Index tracks the total return performance of the 30 largest funds within this category. This category includes funds that invest at least 65% of their assets in municipal debt issues in the top four credit categories. The unmanaged Lipper Large-Cap Core Funds Index tracks the total return performance of the 30 largest funds within this category. This category includes funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) of greater than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P 1500(R) Index. Large-cap core funds have more latitude in the companies in which they invest. These funds have an above-average price-to-earnings ratio, price-to-book ratio, and three-year sales growth figure, compared to the S&P 500(R) Index. o The unmanaged Barclays Municipal Bond Index is a benchmark of total return performance for the long-term, investment-grade, tax-exempt bond market. ================================================================================ INVESTMENT OVERVIEW | 7 ================================================================================ o TOP 10 INDUSTRIES - 11/30/15 o (% of Net Assets) Pharmaceuticals .......................................................... 2.5% Diversified Banks ........................................................ 2.3% Technology Hardware, Storage, & Peripherals .............................. 2.0% Internet Software & Services ............................................. 1.8% Biotechnology ............................................................ 1.6% Systems Software ......................................................... 1.5% Integrated Oil & Gas ..................................................... 1.4% Aerospace & Defense ...................................................... 1.2% Industrial Conglomerates ................................................. 1.1% Data Processing & Outsourced Services .................................... 1.1% o TOP 5 TAX-EXEMPT BONDS - 11/30/15 o (% of Net Assets) Lewisville ............................................................... 2.2% Oneida County IDA ........................................................ 1.2% Rockport ................................................................. 1.1% Orlando .................................................................. 1.1% Monterey Peninsula USD ................................................... 0.8% o TOP 5 BLUE CHIP STOCKS - 11/30/15 o (% of Net Assets) Apple, Inc. .............................................................. 1.6% Microsoft Corp. .......................................................... 1.1% Exxon Mobil Corp. ........................................................ 0.8% General Electric Co. ..................................................... 0.7% Johnson & Johnson ........................................................ 0.7% You will find a complete list of securities that the Fund owns on pages 10-34. ================================================================================ 8 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ o ASSET ALLOCATION - 11/30/15 o [PIE CHART OF ASSET ALLOCATION] TAX-EXEMPT BONDS 53.0% BLUE CHIP STOCKS 44.3% TAX-EXEMPT MONEY MARKET INSTRUMENTS 1.4% EXCHANGE-TRADED FUNDS* 0.5% [END CHART] * The Fund may rely on certain Securities and Exchange Commission (SEC) exemptive orders or rules that permit funds meeting various conditions to invest in an exchange-traded fund (ETF) in amounts exceeding limits set forth in the Investment Company Act of 1940, as amended, that would otherwise be applicable. Percentages are of the net assets of the Fund and may not equal 100%. ================================================================================ INVESTMENT OVERVIEW | 9 ================================================================================ PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- TAX-EXEMPT SECURITIES (54.4%) TAX-EXEMPT BONDS (53.0%) ARIZONA (0.4%) $ 1,000 Student and Academic Service, LLC (INS) 5.00% 6/01/2044 $ 1,129 ----------- CALIFORNIA (4.6%) 1,200 Jurupa Public Financing Auth. 5.00 9/01/2042 1,320 2,000 Monterey Peninsula USD (INS) 5.50 8/01/2034 2,393 1,000 State 5.00 2/01/2043 1,134 1,000 State 5.00 8/01/2045 1,149 1,000 Statewide Communities Development Auth. (INS) 5.00 11/15/2049 1,117 1,000 Sutter Butte Flood Control Agency (INS) 5.00 10/01/2040 1,129 1,500 Twin Rivers USD (INS) 5.00 8/01/2040 1,679 1,000 Val Verde USD (INS) 5.00 8/01/2044 1,133 4,435 West Contra Costa USD (INS) 5.05(a) 8/01/2034 2,081 ----------- 13,135 ----------- COLORADO (1.7%) 1,000 Health Facilities Auth. 5.00 12/01/2042 1,061 1,000 Health Facilities Auth. 5.00 6/01/2045 1,072 2,000 Regional Transportation District 5.38 6/01/2031 2,284 500 Univ. of Colorado Hospital Auth. (PRE) 5.00 11/15/2037 511 ----------- 4,928 ----------- CONNECTICUT (0.1%) 4,023 Mashantucket (Western) Pequot Tribe, acquired 7/01/2013-9/30/2015; cost $2,507(b),(c) 6.95(d) 7/01/2031 265 ----------- DISTRICT OF COLUMBIA (0.4%) 1,100 District of Columbia 5.00 7/01/2042 1,174 ----------- FLORIDA (5.5%) 1,875 Escambia County Housing Finance Auth. (INS) 5.75 6/01/2031 2,113 1,000 Halifax Hospital Medical Center 5.00 6/01/2046 1,074 1,000 Jacksonville 5.00 10/01/2029 1,147 2,000 Lee County IDA 5.00 11/01/2025 2,289 645 Lee County IDA 5.50 10/01/2047 683 1,300 Miami-Dade County 5.00 10/01/2034 1,477 3,000 Orlando (INS) 5.13 11/01/2027 3,124 ================================================================================ 10 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- $ 1,000 Southeast Overtown/Park West Community Redevelopment Agency(e) 5.00% 3/01/2030 $ 1,097 1,505 Tampa-Hillsborough County Expressway Auth. 5.00 7/01/2037 1,667 1,000 Volusia County Educational Facilities Auth. 5.00 10/15/2045 1,089 ----------- 15,760 ----------- GEORGIA (0.4%) 1,000 Fayette County School District (INS)(PRE) 4.95 3/01/2025 1,012 ----------- GUAM (0.7%) 750 International Airport Auth. (INS) 5.50 10/01/2033 853 1,000 Waterworks Auth. 5.50 7/01/2043 1,129 ----------- 1,982 ----------- ILLINOIS (3.6%) 1,000 Chicago 5.00 1/01/2044 1,069 1,000 Chicago 5.00 11/01/2044 1,066 1,000 Chicago-O'Hare International Airport (INS) 5.25 1/01/2033 1,137 1,000 Finance Auth. 3.90 3/01/2030 1,031 2,000 Finance Auth. 6.00 10/01/2032 2,392 1,000 Finance Auth. 5.00 8/15/2044 1,079 1,000 Finance Auth. 5.00 5/15/2045 1,083 1,235 Springfield Metro Sanitary District 5.75 1/01/2053 1,432 ----------- 10,289 ----------- INDIANA (3.3%) 500 Ball State Univ. 5.00 7/01/2030 564 1,250 Finance Auth. 5.38 11/01/2032 1,374 1,000 Finance Auth. 5.00 2/01/2040 1,084 1,000 Finance Auth. 5.00 10/01/2044 1,058 550 Health and Educational Facility Financing Auth. 5.25 2/15/2036 553 1,500 Richmond Hospital Auth. 5.00 1/01/2039 1,669 3,000 Rockport (INS) 4.63 6/01/2025 3,125 ----------- 9,427 ----------- KANSAS (0.9%) 1,000 Coffeyville (INS)(e) 5.00 6/01/2042 1,048 1,250 Wyandotte County/Kansas City 5.00 9/01/2044 1,391 ----------- 2,439 ----------- KENTUCKY (0.4%) 1,000 Economic Dev. Finance Auth. (INS) 6.00 12/01/2033 1,089 ----------- LOUISIANA (2.3%) 985 Local Government Environmental Facilities and Community Dev. Auth. (INS) 6.55 9/01/2025 1,092 2,000 Parish of St. John the Baptist 5.13 6/01/2037 2,059 ================================================================================ PORTFOLIO OF INVESTMENTS | 11 ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- $ 1,000 Public Facilities Auth. (INS) 5.25% 6/01/2051 $ 1,088 1,000 Shreveport (INS) 5.00 12/01/2039 1,105 1,000 Tobacco Settlement Financing Corp. 5.25 5/15/2035 1,114 ----------- 6,458 ----------- MASSACHUSETTS (1.9%) 1,000 Dev. Finance Agency 5.00 4/15/2040 1,065 1,000 Dev. Finance Agency 5.25 11/15/2041 1,131 1,000 Dev. Finance Agency 5.75 7/15/2043 1,098 1,000 Dev. Finance Agency 5.00 7/01/2044 1,081 1,000 Dev. Finance Agency 5.50 7/01/2044 1,070 ----------- 5,445 ----------- MICHIGAN (0.8%) 1,000 Wayne County Airport Auth. 5.00 12/01/2044 1,096 1,000 Wyandotte (INS) 5.00 10/01/2044 1,058 ----------- 2,154 ----------- MINNESOTA (0.4%) 1,000 Saint Paul Housing and Redevelopment Auth. 5.00 11/15/2044 1,092 ----------- MISSOURI (0.5%) 1,270 Health and Educational Facilities Auth. 5.00 8/01/2045 1,326 ----------- NEBRASKA (0.4%) 1,000 Douglas County Hospital Auth. 5.00 11/01/2048 1,100 ----------- NEW JERSEY (2.0%) 1,000 EDA 5.00 6/15/2029 1,052 2,000 EDA (PRE) 5.00 9/01/2033 2,217 1,250 South Jersey Transportation Auth. 5.00 11/01/2039 1,328 1,000 Transportation Trust Fund Auth. 5.00 6/15/2044 1,020 ----------- 5,617 ----------- NEW MEXICO (0.7%) 1,000 Farmington 4.88 4/01/2033 1,015 1,000 Farmington 5.90 6/01/2040 1,102 ----------- 2,117 ----------- NEW YORK (4.7%) 1,000 Dormitory Auth. (PRE) 5.50 5/01/2037 1,152 1,205 Dormitory Auth. (INS) 5.50 7/01/2040 1,604 630 Liberty Dev. Corp. 5.25 10/01/2035 753 1,500 Liberty Dev. Corp. 5.50 10/01/2037 1,848 1,000 MTA 5.00 11/15/2042 1,119 1,000 New York City 5.25 8/15/2023 1,108 ================================================================================ 12 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- $ 2,000 New York City Trust for Cultural Resources 5.00% 12/01/2039 $ 2,237 8,455 Oneida County IDA (INS) 4.65(a) 7/01/2035 3,527 ----------- 13,348 ----------- OHIO (0.3%) 750 Southeastern Port Auth. Hospital Facilities 5.00 12/01/2043 763 ----------- OKLAHOMA (0.5%) 1,315 Comanche County Hospital Auth. 5.00 7/01/2032 1,388 ----------- PENNSYLVANIA (2.6%) 1,125 Butler County Hospital Auth. 5.00 7/01/2039 1,228 1,000 Chester County IDA 5.00 10/01/2044 1,046 1,625 Indiana County Hospital Auth. 6.00 6/01/2039 1,822 1,000 Lancaster County Hospital Auth. 5.00 11/01/2035 1,118 1,000 Montgomery County IDA 5.25 1/15/2045 1,073 1,000 Turnpike Commission 5.25 12/01/2044 1,119 ----------- 7,406 ----------- PUERTO RICO (0.3%) 1,000 Commonwealth (INS) 5.00 7/01/2035 969 ----------- RHODE ISLAND (0.0%) 50 Housing and Mortgage Finance Corp. 6.85 10/01/2024 50 ----------- SOUTH CAROLINA (0.8%) 2,000 Piedmont Municipal Power Agency (INS) 5.75 1/01/2034 2,363 ----------- TENNESSEE (0.3%) 2,000 Knox County Health, Educational and Housing Facilities Board 5.01(a) 1/01/2035 779 ----------- TEXAS (10.2%) 1,000 Central Texas Regional Mobility Auth. 5.00 1/01/2045 1,087 1,000 Clifton Higher Education Finance Corp. (NBGA) 5.00 8/15/2039 1,129 2,000 Duncanville ISD (NBGA) 4.63 2/15/2029 2,015 2,000 El Paso (INS) 4.75 8/15/2033 2,095 1,000 Harris County Cultural Education Facilities Finance Corp. 5.00 6/01/2038 1,068 1,000 Houston 5.00 9/01/2039 1,109 1,000 Houston 5.00 9/01/2040 1,108 1,000 Karnes County Hospital District 5.00 2/01/2044 1,050 5,675 Lewisville (INS) 5.80 9/01/2025 6,154 1,500 Manor ISD (NBGA)(PRE) 5.00 8/01/2037 1,547 1,000 Matagorda County 4.00 6/01/2030 1,027 1,600 New Hope Cultural Education Facilities Finance Corp. 5.00 4/01/2047 1,653 1,000 New Hope Cultural Education Facilities Finance Corp. 5.00 7/01/2047 1,031 ================================================================================ PORTFOLIO OF INVESTMENTS | 13 ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- $ 1,500 North Texas Tollway Auth. 5.00% 1/01/2031 $ 1,696 1,000 North Texas Tollway Auth. 5.00 1/01/2045 1,122 1,000 San Leanna Education Facilities Corp. 4.75 6/01/2032 1,022 1,000 Tarrant County Cultural Education Facilities Finance Corp. 5.00 11/15/2036 1,035 1,000 Tarrant County Cultural Education Facilities Finance Corp. 5.00 11/15/2045 1,030 1,000 Transportation Commission 5.00 8/15/2042 1,090 ----------- 29,068 ----------- VIRGINIA (0.4%) 1,000 Alexandria IDA 5.00 10/01/2050 1,081 ----------- WASHINGTON (0.5%) 1,500 Economic Dev. Finance Auth. (INS) 5.00 6/01/2038 1,500 ----------- WEST VIRGINIA (0.5%) 1,500 Pleasants County 5.25 10/15/2037 1,565 ----------- WISCONSIN (0.4%) 1,000 Health and Educational Facilities Auth. 5.25 4/15/2035 1,109 ----------- WYOMING (0.5%) 1,250 Laramie County 5.00 5/01/2037 1,375 ----------- Total Tax-Exempt Bonds (cost: $144,748) 150,702 ----------- TAX-EXEMPT MONEY MARKET INSTRUMENTS (1.4%) VARIABLE-RATE DEMAND NOTES (1.2%) GEORGIA (0.5%) 1,500 Burke County Dev. Auth. 0.22 7/01/2049 1,500 ----------- TEXAS (0.7%) 1,900 Port of Port Arthur Navigation District 0.18 12/01/2039 1,900 ----------- Total Variable-Rate Demand Notes (cost: $3,400) 3,400 ----------- -------------------------------------------------------------------------------------------------------- NUMBER OF SHARES -------------------------------------------------------------------------------------------------------- MONEY MARKET FUNDS (0.2%) 509,215 State Street Institutional Tax Free Money Market Fund Premier Class, 0.00%(f) (cost: $509) 509 ----------- Total Tax-Exempt Money Market Instruments (cost: $3,909) 3,909 ----------- Total Tax-Exempt Securities (cost: $148,657) 154,611 ----------- ================================================================================ 14 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- EQUITY SECURITIES (44.8%) BLUE CHIP STOCKS (44.3%) CONSUMER DISCRETIONARY (5.9%) ----------------------------- ADVERTISING (0.1%) 2,760 Interpublic Group of Companies, Inc. $ 64 1,760 Omnicom Group, Inc. 130 ----------- 194 ----------- APPAREL RETAIL (0.3%) 1,580 Gap, Inc. 43 1,668 L Brands, Inc. 159 2,808 Ross Stores, Inc. 146 5,085 TJX Companies, Inc. 359 762 Urban Outfitters, Inc.* 17 ----------- 724 ----------- APPAREL, ACCESSORIES & LUXURY GOODS (0.2%) 1,740 Coach, Inc. 55 257 Fossil Group, Inc.* 10 2,721 Hanesbrands, Inc. 84 1,332 Michael Kors Holdings Ltd.* 57 550 PVH Corp. 50 420 Ralph Lauren Corp. 52 1,132 Under Armour, Inc. "A"* 98 2,308 VF Corp. 149 ----------- 555 ----------- AUTO PARTS & EQUIPMENT (0.2%) 1,438 BorgWarner, Inc. 62 1,970 Delphi Automotive plc 173 4,461 Johnson Controls, Inc. 205 ----------- 440 ----------- AUTOMOBILE MANUFACTURERS (0.3%) 26,785 Ford Motor Co. 384 8,866 General Motors Co. 321 ----------- 705 ----------- AUTOMOTIVE RETAIL (0.2%) 504 Advance Auto Parts, Inc. 82 610 AutoNation, Inc.* 39 230 AutoZone, Inc.* 180 1,390 CarMax, Inc.* 80 689 O'Reilly Automotive, Inc.* 182 ----------- 563 ----------- ================================================================================ PORTFOLIO OF INVESTMENTS | 15 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- BROADCASTING (0.1%) 3,847 CBS Corp. "B" $ 194 759 Discovery Communications, Inc. "A"* 24 2,101 Discovery Communications, Inc. "C"* 62 630 Scripps Networks Interactive "A" 36 1,870 Tegna, Inc. 53 ----------- 369 ----------- CABLE & SATELLITE (0.5%) 1,489 Cablevision Systems Corp. "A" 45 15,342 Comcast Corp. "A" 934 2,534 Comcast Corp. Special "A" 155 1,948 Time Warner Cable, Inc. 360 ----------- 1,494 ----------- CASINOS & GAMING (0.0%) 463 Wynn Resorts Ltd. 29 ----------- COMPUTER & ELECTRONICS RETAIL (0.0%) 1,976 Best Buy Co., Inc. 63 713 GameStop Corp. "A" 25 ----------- 88 ----------- CONSUMER ELECTRONICS (0.0%) 700 Garmin Ltd. 27 497 Harman International Industries, Inc. 51 ----------- 78 ----------- DEPARTMENT STORES (0.1%) 1,355 Kohl's Corp. 64 2,484 Macy's, Inc. 97 1,287 Nordstrom, Inc. 72 ----------- 233 ----------- DISTRIBUTORS (0.0%) 1,110 Genuine Parts Co. 101 ----------- FOOTWEAR (0.2%) 4,749 NIKE, Inc. "B" 628 ----------- GENERAL MERCHANDISE STORES (0.2%) 2,060 Dollar General Corp. 135 1,568 Dollar Tree, Inc.* 118 4,323 Target Corp. 313 ----------- 566 ----------- ================================================================================ 16 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- HOME FURNISHINGS (0.1%) 859 Leggett & Platt, Inc. $ 40 421 Mohawk Industries, Inc.* 80 ----------- 120 ----------- HOME IMPROVEMENT RETAIL (0.6%) 9,142 Home Depot, Inc. 1,224 6,603 Lowe's Companies, Inc. 506 ----------- 1,730 ----------- HOMEBUILDING (0.1%) 2,218 D.R. Horton, Inc. 71 1,089 Lennar Corp. "A" 56 2,360 PulteGroup, Inc. 46 ----------- 173 ----------- HOMEFURNISHING RETAIL (0.0%) 1,357 Bed Bath & Beyond, Inc.* 74 ----------- HOTELS, RESORTS & CRUISE LINES (0.2%) 3,058 Carnival Corp. 154 1,591 Marriott International, Inc. "A" 113 1,105 Royal Caribbean Cruises Ltd. 102 982 Starwood Hotels & Resorts Worldwide, Inc. 71 1,010 Wyndham Worldwide Corp. 77 ----------- 517 ----------- HOUSEHOLD APPLIANCES (0.0%) 520 Whirlpool Corp. 85 ----------- HOUSEWARES & SPECIALTIES (0.0%) 2,180 Newell Rubbermaid, Inc. 97 ----------- INTERNET RETAIL (1.0%) 2,585 Amazon.com, Inc.* 1,718 769 Expedia, Inc. 95 2,870 Netflix, Inc.* 354 360 Priceline Group, Inc.* 450 756 TripAdvisor, Inc.* 62 ----------- 2,679 ----------- LEISURE PRODUCTS (0.1%) 1,004 Hasbro, Inc. 73 2,013 Mattel, Inc. 50 ----------- 123 ----------- MOTORCYCLE MANUFACTURERS (0.0%) 1,600 Harley-Davidson, Inc. 78 ----------- ================================================================================ PORTFOLIO OF INVESTMENTS | 17 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- MOVIES & ENTERTAINMENT (0.7%) 5,579 Time Warner, Inc. $ 391 10,093 Twenty-First Century Fox, Inc. "A" 298 2,766 Twenty-First Century Fox, Inc. "B" 83 2,735 Viacom, Inc. "B" 136 10,358 Walt Disney Co. 1,175 ----------- 2,083 ----------- PUBLISHING (0.0%) 2,721 News Corp. "A" 39 ----------- RESTAURANTS (0.6%) 196 Chipotle Mexican Grill, Inc.* 114 842 Darden Restaurants, Inc. 47 6,204 McDonald's Corp. 708 10,260 Starbucks Corp. 630 2,820 Yum! Brands, Inc. 204 ----------- 1,703 ----------- SPECIALIZED CONSUMER SERVICES (0.0%) 1,670 H&R Block, Inc. 61 ----------- SPECIALTY STORES (0.1%) 548 Signet Jewelers Ltd. 72 4,347 Staples, Inc. 53 720 Tiffany & Co. 57 837 Tractor Supply Co. 75 ----------- 257 ----------- TIRES & RUBBER (0.0%) 1,619 Goodyear Tire & Rubber Co. 56 ----------- Total Consumer Discretionary 16,642 ----------- CONSUMER STAPLES (4.2%) ----------------------- AGRICULTURAL PRODUCTS (0.1%) 4,306 Archer-Daniels-Midland Co. 157 ----------- BREWERS (0.0%) 1,068 Molson Coors Brewing Co. "B" 98 ----------- DISTILLERS & VINTNERS (0.1%) 1,051 Brown-Forman Corp. "B" 108 1,031 Constellation Brands, Inc. "A" 144 ----------- 252 ----------- DRUG RETAIL (0.4%) 7,252 CVS Health Corp. 683 6,049 Walgreens Boots Alliance, Inc. 508 ----------- 1,191 ----------- ================================================================================ 18 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- FOOD DISTRIBUTORS (0.1%) 4,020 Sysco Corp. $ 165 ----------- FOOD RETAIL (0.1%) 6,668 Kroger Co. 251 2,143 Whole Foods Market, Inc. 63 ----------- 314 ----------- HOUSEHOLD PRODUCTS (0.7%) 690 Clorox Co. 86 5,970 Colgate-Palmolive Co. 392 2,360 Kimberly-Clark Corp. 281 18,767 Procter & Gamble Co. 1,405 ----------- 2,164 ----------- HYPERMARKETS & SUPER CENTERS (0.4%) 2,908 Costco Wholesale Corp. 470 10,372 Wal-Mart Stores, Inc. 610 ----------- 1,080 ----------- PACKAGED FOODS & MEAT (0.7%) 1,381 Campbell Soup Co. 72 2,660 ConAgra Foods, Inc. 109 4,550 General Mills, Inc. 263 910 Hershey Co. 78 915 Hormel Foods Corp. 69 828 J.M. Smucker Co. 100 1,521 Kellogg Co. 105 799 Keurig Green Mountain, Inc. 42 3,990 Kraft Heinz Co. 294 1,040 McCormick & Co., Inc. 89 1,371 Mead Johnson Nutrition Co. 110 11,195 Mondelez International, Inc. "A" 489 1,740 Tyson Foods, Inc. "A" 87 ----------- 1,907 ----------- PERSONAL PRODUCTS (0.0%) 1,480 Estee Lauder Companies, Inc. "A" 125 ----------- SOFT DRINKS (0.9%) 27,263 Coca-Cola Co. 1,162 1,630 Coca-Cola Enterprises, Inc. 82 1,290 Dr. Pepper Snapple Group, Inc. 116 992 Monster Beverage Corp.* 153 10,284 PepsiCo, Inc. 1,030 ----------- 2,543 ----------- ================================================================================ PORTFOLIO OF INVESTMENTS | 19 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- TOBACCO (0.7%) 13,663 Altria Group, Inc. $ 787 10,731 Philip Morris International, Inc. 938 5,928 Reynolds American, Inc. 274 ----------- 1,999 ----------- Total Consumer Staples 11,995 ----------- ENERGY (3.1%) ------------- COAL & CONSUMABLE FUELS (0.0%) 1,526 CONSOL Energy, Inc. 12 ----------- INTEGRATED OIL & GAS (1.4%) 12,338 Chevron Corp. 1,127 28,140 Exxon Mobil Corp. 2,298 5,229 Occidental Petroleum Corp. 395 ----------- 3,820 ----------- OIL & GAS DRILLING (0.0%) 138 Diamond Offshore Drilling, Inc. 3 1,820 Ensco plc "A" 31 731 Helmerich & Payne, Inc. 43 2,533 Transocean Ltd. 36 ----------- 113 ----------- OIL & GAS EQUIPMENT & SERVICES (0.5%) 2,935 Baker Hughes, Inc. 159 1,400 Cameron International Corp.* 95 1,408 FMC Technologies, Inc.* 48 5,746 Halliburton Co. 229 2,735 National Oilwell Varco, Inc. 102 8,655 Schlumberger Ltd. 668 ----------- 1,301 ----------- OIL & GAS EXPLORATION & PRODUCTION (0.7%) 3,408 Anadarko Petroleum Corp. 204 2,928 Apache Corp. 144 2,805 Cabot Oil & Gas Corp. 53 4,021 Chesapeake Energy Corp. 21 595 Cimarex Energy Co. 71 9,508 ConocoPhillips 514 2,537 Devon Energy Corp. 117 3,723 EOG Resources, Inc. 311 1,031 EQT Corp. 59 1,830 Hess Corp. 108 4,581 Marathon Oil Corp. 80 ================================================================================ 20 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- 1,141 Murphy Oil Corp. $ 33 1,091 Newfield Exploration Co.* 42 2,625 Noble Energy, Inc. 96 943 Pioneer Natural Resources Co. 136 1,125 Range Resources Corp. 32 2,609 Southwestern Energy Co.* 23 ----------- 2,044 ----------- OIL & GAS REFINING & MARKETING (0.3%) 3,790 Marathon Petroleum Corp. 221 3,649 Phillips 66 334 970 Tesoro Corp. 112 3,494 Valero Energy Corp. 251 ----------- 918 ----------- OIL & GAS STORAGE & TRANSPORTATION (0.2%) 2,170 Columbia Pipeline Group 42 12,816 Kinder Morgan, Inc. 302 1,414 ONEOK, Inc. 42 4,554 Spectra Energy Corp. 119 4,568 Williams Companies, Inc. 167 ----------- 672 ----------- Total Energy 8,880 ----------- FINANCIALS (7.3%) ----------------- ASSET MANAGEMENT & CUSTODY BANKS (0.6%) 330 Affiliated Managers Group, Inc.* 59 1,419 Ameriprise Financial, Inc. 160 7,561 Bank of New York Mellon Corp. 331 986 BlackRock, Inc. 359 2,500 Franklin Resources, Inc. 105 3,240 Invesco Ltd. 109 750 Legg Mason, Inc. 33 1,489 Northern Trust Corp.(g) 112 2,798 State Street Corp. 203 1,970 T. Rowe Price Group, Inc. 150 ----------- 1,621 ----------- CONSUMER FINANCE (0.4%) 5,600 American Express Co. 401 3,761 Capital One Financial Corp. 295 3,494 Discover Financial Services 198 2,650 Navient Corp. 32 2,295 Synchrony Financial* 73 ----------- 999 ----------- ================================================================================ PORTFOLIO OF INVESTMENTS | 21 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- DIVERSIFIED BANKS (2.3%) 73,589 Bank of America Corp. $ 1,283 20,592 Citigroup, Inc. 1,114 1,300 Comerica, Inc. 60 25,304 JPMorgan Chase & Co. 1,687 12,089 U.S. Bancorp 531 32,252 Wells Fargo & Co. 1,777 ----------- 6,452 ----------- INSURANCE BROKERS (0.1%) 1,888 Aon plc 179 3,656 Marsh & McLennan Companies, Inc. 202 ----------- 381 ----------- INVESTMENT BANKING & BROKERAGE (0.4%) 7,830 Charles Schwab Corp. 264 2,079 E*Trade Financial Corp.* 63 2,750 Goldman Sachs Group, Inc. 523 10,464 Morgan Stanley 359 ----------- 1,209 ----------- LIFE & HEALTH INSURANCE (0.4%) 2,770 AFLAC, Inc. 181 1,769 Lincoln National Corp. 97 7,763 MetLife, Inc. 396 1,820 Principal Financial Group, Inc. 94 3,081 Prudential Financial, Inc. 267 1,113 Torchmark Corp. 67 1,250 Unum Group 46 ----------- 1,148 ----------- MULTI-LINE INSURANCE (0.3%) 9,300 American International Group, Inc. 591 684 Assurant, Inc. 59 3,680 Genworth Financial, Inc. "A"* 19 2,900 Hartford Financial Services Group, Inc. 132 2,091 Loews Corp. 79 ----------- 880 ----------- MULTI-SECTOR HOLDINGS (0.6%) 12,638 Berkshire Hathaway, Inc. "B"* 1,694 2,025 Leucadia National Corp. 36 ----------- 1,730 ----------- PROPERTY & CASUALTY INSURANCE (0.4%) 1,722 ACE Ltd. 198 3,040 Allstate Corp. 191 ================================================================================ 22 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- 1,560 Chubb Corp. $ 204 970 Cincinnati Financial Corp. 59 2,257 Progressive Corp. 70 2,350 Travelers Companies, Inc. 269 2,680 XL Group plc 102 ----------- 1,093 ----------- REAL ESTATE SERVICES (0.0%) 1,990 CBRE Group, Inc. "A"* 75 ----------- REGIONAL BANKS (0.4%) 4,893 BB&T Corp. 189 5,810 Fifth Third Bancorp 120 5,200 Huntington Bancshares, Inc. 61 6,620 KeyCorp 87 744 M&T Bank Corp. 93 1,000 People's United Financial, Inc. 17 3,534 PNC Financial Services Group, Inc. 337 9,790 Regions Financial Corp. 99 3,560 SunTrust Banks, Inc. 155 1,440 Zions Bancorp 43 ----------- 1,201 ----------- REITs - HEALTH CARE (0.1%) 3,128 HCP, Inc. 111 2,229 Ventas, Inc. 119 2,372 Welltower, Inc. 150 ----------- 380 ----------- REITs - HOTEL & RESORT (0.0%) 5,142 Host Hotels & Resorts, Inc. 85 ----------- REITs - INDUSTRIAL (0.1%) 3,421 ProLogis, Inc. 146 ----------- REITs - OFFICE (0.1%) 1,050 Boston Properties, Inc. 131 660 SL Green Realty Corp. 78 1,238 Vornado Realty Trust 120 ----------- 329 ----------- REITs - RESIDENTIAL (0.2%) 998 Apartment Investment & Management Co. "A" 38 897 AvalonBay Communities, Inc. 163 2,457 Equity Residential 196 507 Essex Property Trust, Inc. 117 ----------- 514 ----------- ================================================================================ PORTFOLIO OF INVESTMENTS | 23 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- REITs - RETAIL (0.2%) 4,318 General Growth Properties, Inc. $ 110 2,670 Kimco Realty Corp. 70 894 Macerich Co. 70 1,531 Realty Income Corp. 76 2,004 Simon Property Group, Inc. 373 ----------- 699 ----------- REITs - SPECIALIZED (0.4%) 2,859 American Tower Corp. 284 2,213 Crown Castle International Corp. 190 394 Equinix, Inc. 117 280 Four Corners Property Trust* 6 1,246 Iron Mountain, Inc. 35 1,185 Plum Creek Timber Co., Inc. 60 985 Public Storage 236 3,563 Weyerhaeuser Co. 115 ----------- 1,043 ----------- SPECIALIZED FINANCE (0.3%) 2,153 CME Group, Inc. 210 760 Intercontinental Exchange, Inc. 198 1,907 McGraw Hill Financial, Inc. 184 1,370 Moody's Corp. 141 840 NASDAQ OMX Group, Inc. 49 ----------- 782 ----------- Total Financials 20,767 ----------- HEALTH CARE (6.4%) ------------------ BIOTECHNOLOGY (1.6%) 11,391 AbbVie, Inc. 663 1,557 Alexion Pharmaceuticals, Inc.* 278 5,207 Amgen, Inc. 839 3,673 Baxalta, Inc. 126 1,628 Biogen, Inc.* 467 5,555 Celgene Corp.* 608 10,325 Gilead Sciences, Inc. 1,094 500 Regeneron Pharmaceuticals, Inc.* 272 1,886 Vertex Pharmaceuticals, Inc.* 244 ----------- 4,591 ----------- HEALTH CARE DISTRIBUTORS (0.3%) 1,410 AmerisourceBergen Corp. 139 2,310 Cardinal Health, Inc. 201 568 Henry Schein, Inc.* 89 ================================================================================ 24 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- 1,580 McKesson Corp. $ 299 720 Patterson Companies, Inc. 33 ----------- 761 ----------- HEALTH CARE EQUIPMENT (0.9%) 10,242 Abbott Laboratories 460 3,673 Baxter International, Inc. 138 1,623 Becton, Dickinson & Co. 244 9,031 Boston Scientific Corp.* 165 470 C.R. Bard, Inc. 88 732 Edwards Lifesciences Corp.* 119 230 Intuitive Surgical, Inc.* 120 8,119 Medtronic plc 612 1,909 St. Jude Medical, Inc. 120 2,030 Stryker Corp. 196 810 Varian Medical Systems, Inc.* 65 1,130 Zimmer Biomet Holdings, Inc. 114 ----------- 2,441 ----------- HEALTH CARE FACILITIES (0.1%) 1,999 HCA Holdings, Inc.* 136 817 Tenet Healthcare Corp.* 27 617 Universal Health Services, Inc. "B" 75 ----------- 238 ----------- HEALTH CARE SERVICES (0.2%) 1,140 DaVita HealthCare Partners, Inc.* 83 4,934 Express Scripts Holdings Co.* 422 522 Laboratory Corp. of America Holdings* 63 979 Quest Diagnostics, Inc. 67 ----------- 635 ----------- HEALTH CARE SUPPLIES (0.0%) 1,150 DENTSPLY International, Inc. 70 ----------- HEALTH CARE TECHNOLOGY (0.0%) 2,070 Cerner Corp.* 123 ----------- LIFE SCIENCES TOOLS & SERVICES (0.2%) 2,065 Agilent Technologies, Inc. 86 680 PerkinElmer, Inc. 36 2,685 Thermo Fisher Scientific, Inc. 372 690 Waters Corp.* 92 ----------- 586 ----------- MANAGED HEALTH CARE (0.6%) 2,388 Aetna, Inc. 245 1,811 Anthem, Inc. 236 ================================================================================ PORTFOLIO OF INVESTMENTS | 25 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- 1,755 Cigna Corp. $ 237 1,000 Humana, Inc. 169 6,668 UnitedHealth Group, Inc. 752 ----------- 1,639 ----------- PHARMACEUTICALS (2.5%) 2,709 Allergan plc* 850 11,282 Bristol-Myers Squibb Co. 756 6,636 Eli Lilly and Co. 544 1,204 Endo International plc* 74 19,971 Johnson & Johnson 2,022 790 Mallinckrodt plc* 54 19,690 Merck & Co., Inc. 1,044 2,774 Mylan N.V.* 142 1,050 Perrigo Co. plc 157 42,519 Pfizer, Inc. 1,393 3,398 Zoetis, Inc. 159 ----------- 7,195 ----------- Total Health Care 18,279 ----------- INDUSTRIALS (4.5%) ------------------ AEROSPACE & DEFENSE (1.2%) 4,568 Boeing Co. 664 2,181 General Dynamics Corp. 320 5,313 Honeywell International, Inc. 552 447 L-3 Communications Holdings, Inc. 55 1,795 Lockheed Martin Corp. 393 1,346 Northrop Grumman Corp. 251 1,010 Precision Castparts Corp. 234 2,085 Raytheon Co. 259 1,090 Rockwell Collins, Inc. 101 2,070 Textron, Inc. 88 5,491 United Technologies Corp. 527 ----------- 3,444 ----------- AGRICULTURAL & FARM MACHINERY (0.1%) 2,480 Deere & Co. 197 ----------- AIR FREIGHT & LOGISTICS (0.3%) 940 C.H. Robinson Worldwide, Inc. 63 1,143 Expeditors International of Washington, Inc. 55 1,784 FedEx Corp. 283 4,471 United Parcel Service, Inc. "B" 461 ----------- 862 ----------- ================================================================================ 26 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- AIRLINES (0.3%) 4,875 American Airlines Group, Inc. $ 201 5,571 Delta Air Lines, Inc. 259 4,260 Southwest Airlines Co. 195 2,599 United Continental Holdings, Inc.* 145 ----------- 800 ----------- BUILDING PRODUCTS (0.0%) 613 Allegion plc 41 2,230 Masco Corp. 67 ----------- 108 ----------- CONSTRUCTION & ENGINEERING (0.0%) 1,020 Fluor Corp. 50 640 Jacobs Engineering Group, Inc.* 28 1,370 Quanta Services, Inc.* 30 ----------- 108 ----------- CONSTRUCTION MACHINERY & HEAVY TRUCKS (0.2%) 4,104 Caterpillar, Inc. 298 1,024 Cummins, Inc. 103 2,754 PACCAR, Inc. 143 ----------- 544 ----------- DIVERSIFIED SUPPORT SERVICES (0.0%) 670 Cintas Corp. 62 ----------- ELECTRICAL COMPONENTS & EQUIPMENT (0.2%) 1,637 AMETEK, Inc. 93 3,221 Eaton Corp. plc 187 4,369 Emerson Electric Co. 219 980 Rockwell Automation, Inc. 104 ----------- 603 ----------- ENVIRONMENTAL & FACILITIES SERVICES (0.1%) 2,211 Republic Services, Inc. 97 480 Stericycle, Inc.* 58 2,413 Waste Management, Inc. 130 ----------- 285 ----------- HUMAN RESOURCE & EMPLOYMENT SERVICES (0.0%) 766 Robert Half International, Inc. 39 ----------- INDUSTRIAL CONGLOMERATES (1.1%) 4,300 3M Co. 673 4,157 Danaher Corp. 401 67,642 General Electric Co. 2,025 ================================================================================ PORTFOLIO OF INVESTMENTS | 27 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- 690 Roper Industries, Inc. $ 134 ----------- 3,233 ----------- INDUSTRIAL MACHINERY (0.3%) 1,306 Dover Corp. 86 1,268 Flowserve Corp. 59 2,480 Illinois Tool Works, Inc. 233 1,614 Ingersoll-Rand plc 95 940 Parker-Hannifin Corp. 98 1,151 Pentair plc 65 451 Snap-On, Inc. 78 983 Stanley Black & Decker, Inc. 107 1,040 Xylem, Inc. 39 ----------- 860 ----------- OFFICE SERVICES & SUPPLIES (0.0%) 1,260 Pitney Bowes, Inc. 27 ----------- RAILROADS (0.4%) 7,340 CSX Corp. 209 685 Kansas City Southern 62 2,323 Norfolk Southern Corp. 221 6,102 Union Pacific Corp. 512 ----------- 1,004 ----------- RESEARCH & CONSULTING SERVICES (0.1%) 230 Dun & Bradstreet Corp. 25 720 Equifax, Inc. 80 2,884 Nielsen Holdings plc 135 ----------- 240 ----------- SECURITY & ALARM SERVICES (0.1%) 1,054 ADT Corp. 37 2,400 Tyco International plc 85 ----------- 122 ----------- TRADING COMPANIES & DISTRIBUTORS (0.1%) 1,860 Fastenal Co. 75 643 United Rentals, Inc.* 51 480 W.W. Grainger, Inc. 96 ----------- 222 ----------- TRUCKING (0.0%) 707 JB Hunt Transport Services, Inc. 55 360 Ryder System, Inc. 24 ----------- 79 ----------- Total Industrials 12,839 ----------- ================================================================================ 28 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- INFORMATION TECHNOLOGY (9.3%) ----------------------------- APPLICATION SOFTWARE (0.3%) 3,230 Adobe Systems, Inc.* $ 295 1,521 Autodesk, Inc.* 97 1,224 Citrix Systems, Inc.* 94 1,878 Intuit, Inc. 188 4,106 salesforce.com, Inc.* 327 ----------- 1,001 ----------- COMMUNICATIONS EQUIPMENT (0.6%) 35,002 Cisco Systems, Inc. 954 561 F5 Networks, Inc.* 58 790 Harris Corp. 65 2,447 Juniper Networks, Inc. 74 1,756 Motorola Solutions, Inc. 126 10,225 QUALCOMM, Inc. 499 ----------- 1,776 ----------- DATA PROCESSING & OUTSOURCED SERVICES (1.1%) 381 Alliance Data Systems Corp.* 109 3,233 Automatic Data Processing, Inc. 279 900 Computer Sciences Corp. 28 1,935 Fidelity National Information Services, Inc. 123 1,700 Fiserv, Inc.* 164 6,614 MasterCard, Inc. "A" 648 2,218 Paychex, Inc. 120 7,474 PayPal Holdings, Inc.* 264 967 Total System Services, Inc. 54 13,429 Visa, Inc. "A" 1,061 4,051 Western Union Co. 76 6,735 Xerox Corp. 71 ----------- 2,997 ----------- ELECTRONIC COMPONENTS (0.1%) 2,540 Amphenol Corp. "A" 140 8,581 Corning, Inc. 161 ----------- 301 ----------- ELECTRONIC EQUIPMENT & INSTRUMENTS (0.0%) 730 FLIR Systems, Inc. 22 ----------- ELECTRONIC MANUFACTURING SERVICES (0.1%) 2,743 TE Connectivity Ltd. 184 ----------- ================================================================================ PORTFOLIO OF INVESTMENTS | 29 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- HOME ENTERTAINMENT SOFTWARE (0.1%) 3,513 Activision Blizzard, Inc. $ 132 2,111 Electronic Arts, Inc.* 143 ----------- 275 ----------- INTERNET SOFTWARE & SERVICES (1.8%) 1,250 Akamai Technologies, Inc.* 72 1,982 Alphabet, Inc. "A"* 1,512 2,035 Alphabet, Inc. "C"* 1,511 7,474 eBay, Inc.* 221 15,552 Facebook, Inc. "A"* 1,621 690 VeriSign, Inc.* 62 6,039 Yahoo! Inc.* 204 ----------- 5,203 ----------- IT CONSULTING & OTHER SERVICES (0.6%) 4,263 Accenture plc "A" 457 4,220 Cognizant Technology Solutions Corp. "A"* 273 900 CSRA, Inc.* 28 6,239 International Business Machines Corp. 870 1,005 Teradata Corp.* 30 ----------- 1,658 ----------- SEMICONDUCTOR EQUIPMENT (0.1%) 7,048 Applied Materials, Inc. 132 1,029 KLA-Tencor Corp. 69 1,046 Lam Research Corp. 82 ----------- 283 ----------- SEMICONDUCTORS (1.0%) 2,050 Altera Corp. 108 2,280 Analog Devices, Inc. 141 1,821 Avago Technologies Ltd. 238 3,700 Broadcom Corp. "A" 202 511 First Solar, Inc.* 29 32,856 Intel Corp. 1,142 1,461 Linear Technology Corp. 67 1,370 Microchip Technology, Inc. 66 7,311 Micron Technology, Inc.* 116 3,504 NVIDIA Corp. 111 1,030 Qorvo, Inc.* 60 1,295 Skyworks Solutions, Inc. 107 7,255 Texas Instruments, Inc. 422 1,774 Xilinx, Inc. 88 ----------- 2,897 ----------- ================================================================================ 30 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- SYSTEMS SOFTWARE (1.5%) 2,000 CA, Inc. $ 56 55,389 Microsoft Corp. 3,010 22,216 Oracle Corp. 866 1,425 Red Hat, Inc.* 116 4,631 Symantec Corp. 91 ----------- 4,139 ----------- TECHNOLOGY HARDWARE, STORAGE, & PERIPHERALS (2.0%) 39,245 Apple, Inc. 4,643 13,494 EMC Corp. 342 13,355 Hewlett Packard Enterprise Co. 198 13,355 HP, Inc. 168 2,010 NetApp, Inc. 62 1,560 SanDisk Corp. 115 2,228 Seagate Technology plc 80 1,473 Western Digital Corp. 92 ----------- 5,700 ----------- Total Information Technology 26,436 ----------- MATERIALS (1.3%) ---------------- ALUMINUM (0.0%) 7,816 Alcoa, Inc. 73 ----------- COMMODITY CHEMICALS (0.1%) 2,687 LyondellBasell Industries N.V. "A" 257 ----------- CONSTRUCTION MATERIALS (0.1%) 419 Martin Marietta Materials, Inc. 66 896 Vulcan Materials Co. 92 ----------- 158 ----------- DIVERSIFIED CHEMICALS (0.3%) 7,387 Dow Chemical Co. 385 6,132 E.I. du Pont de Nemours & Co. 413 940 Eastman Chemical Co. 68 ----------- 866 ----------- DIVERSIFIED METALS & MINING (0.0%) 7,058 Freeport-McMoRan, Inc. 58 ----------- FERTILIZERS & AGRICULTURAL CHEMICALS (0.2%) 2,035 CF Industries Holdings, Inc. 94 905 FMC Corp. 39 3,141 Monsanto Co. 299 1,956 Mosaic Co. 62 ----------- 494 ----------- ================================================================================ PORTFOLIO OF INVESTMENTS | 31 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- GOLD (0.0%) 3,179 Newmont Mining Corp. $ 59 ----------- INDUSTRIAL GASES (0.2%) 1,242 Air Products & Chemicals, Inc. 170 526 Airgas, Inc. 72 2,028 Praxair, Inc. 229 ----------- 471 ----------- METAL & GLASS CONTAINERS (0.0%) 1,366 Ball Corp. 95 950 Owens-Illinois, Inc.* 18 ----------- 113 ----------- PAPER PACKAGING (0.1%) 660 Avery Dennison Corp. 43 1,361 Sealed Air Corp. 62 1,929 WestRock Co. 98 ----------- 203 ----------- PAPER PRODUCTS (0.1%) 3,370 International Paper Co. 141 ----------- SPECIALTY CHEMICALS (0.2%) 1,730 Ecolab, Inc. 206 570 International Flavors & Fragrances, Inc. 68 1,854 PPG Industries, Inc. 196 520 Sherwin-Williams Co. 144 ----------- 614 ----------- STEEL (0.0%) 1,881 Nucor Corp. 78 ----------- Total Materials 3,585 ----------- TELECOMMUNICATION SERVICES (1.0%) --------------------------------- ALTERNATIVE CARRIERS (0.0%) 1,946 Level 3 Communications, Inc.* 99 ----------- INTEGRATED TELECOMMUNICATION SERVICES (1.0%) 42,331 AT&T, Inc. 1,425 4,402 CenturyLink, Inc. 118 7,613 Frontier Communications Corp. 38 27,495 Verizon Communications, Inc. 1,250 ----------- 2,831 ----------- Total Telecommunication Services 2,930 ----------- ================================================================================ 32 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- UTILITIES (1.3%) ---------------- ELECTRIC UTILITIES (0.7%) 3,324 American Electric Power Co., Inc. $ 186 4,432 Duke Energy Corp. 300 2,134 Edison International 127 990 Entergy Corp. 66 2,230 Eversource Energy 114 5,836 Exelon Corp. 159 2,859 FirstEnergy Corp. 90 3,140 NextEra Energy, Inc. 313 1,750 Pepco Holdings, Inc. 45 850 Pinnacle West Capital Corp. 54 4,547 PPL Corp. 155 7,069 Southern Co. 315 3,434 Xcel Energy, Inc. 122 ----------- 2,046 ----------- GAS UTILITIES (0.0%) 813 AGL Resources, Inc. 51 ----------- INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (0.1%) 4,388 AES Corp. 44 2,292 NRG Energy, Inc. 28 ----------- 72 ----------- MULTI-UTILITIES (0.5%) 1,840 Ameren Corp. 81 2,918 CenterPoint Energy, Inc. 49 1,590 CMS Energy Corp. 56 1,808 Consolidated Edison, Inc. 112 3,847 Dominion Resources, Inc. 259 1,190 DTE Energy Co. 96 2,170 NiSource, Inc. 42 3,233 PG&E Corp. 171 3,435 Public Service Enterprise Group, Inc. 134 899 SCANA Corp. 53 1,561 Sempra Energy 155 1,670 TECO Energy, Inc. 44 2,417 WEC Energy Group, Inc. 119 ----------- 1,371 ----------- Total Utilities 3,540 ----------- Total Blue Chip Stocks (cost: $61,412) 125,893 ----------- ================================================================================ PORTFOLIO OF INVESTMENTS | 33 ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- RIGHTS (0.0%) CONSUMER STAPLES (0.0%) ----------------------- FOOD RETAIL (0.0%) 1,460 Safeway Casa Ley CVR*(h) $ - 1,460 Safeway PDC, LLC CVR*(h) - ----------- Total Consumer Staples - ----------- Total Rights (cost: $1) - ----------- EXCHANGE-TRADED FUNDS (0.5%) 6,200 SPDR S&P 500 ETF Trust (cost $1,292) 1,294 ----------- Total Equity Securities (cost: $62,705) 127,187 ----------- TOTAL INVESTMENTS (COST: $211,362) $ 281,798 =========== -------------------------------------------------------------------------------------------------------- ($ 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 -------------------------------------------------------------------------------------------------------- Tax-Exempt Bonds $ - $150,702 $- $150,702 Tax-Exempt Money Market Instruments: Variable-Rate Demand Notes - 3,400 - 3,400 Money Market Funds 509 - - 509 Blue Chip Stocks 125,893 - - 125,893 Exchange-Traded Funds 1,294 - - 1,294 -------------------------------------------------------------------------------------------------------- Total $127,696 $154,102 $- $281,798 -------------------------------------------------------------------------------------------------------- Refer to the Portfolio of Investments for additional industry, country, or geographic region classifications. For the period of June 1, 2015, through November 30, 2015, there were no transfers of securities between levels. The Fund's policy is to recognize any transfers into and out of the levels as of the beginning of the period in which the event or circumstance that caused the transfer occurred. ================================================================================ 34 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------- o GENERAL NOTES Market values of securities are determined by procedures and practices discussed in Note 1A 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. 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 VARIABLE-RATE DEMAND NOTES (VRDNs) - Provide the right to sell the security at face value on either that day or within the rate-reset period. The interest rate is adjusted at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. VRDNs will normally trade as if the maturity is the earlier put date, even though stated maturity is longer. RIGHTS - Enable the holder to buy a specified number of shares of new issues of a common stock before it is offered to the public. ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 35 ================================================================================ o PORTFOLIO ABBREVIATIONS AND DESCRIPTIONS EDA Economic Development Authority IDA Industrial Development Authority/Agency ISD Independent School District MTA Metropolitan Transportation Authority PRE Prerefunded to a date prior to maturity REIT Real estate investment trust USD Unified School District CREDIT ENHANCEMENTS - add the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities. (INS) Principal and interest payments are insured by one of the following: ACA Financial Guaranty Corp., AMBAC Assurance Corp., Assured Guaranty Corp., Assured Guaranty Municipal Corp., Build America Mutual Assurance Corp., Financial Guaranty Insurance Co., or National Public Finance Guarantee 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. (NBGA) Principal and interest payments are guaranteed by a nonbank guarantee agreement from Texas Permanent School Fund. o SPECIFIC NOTES (a) Zero-coupon security. Rate represents the effective yield at the date of purchase. (b) Security deemed illiquid by USAA Asset Management Company (the Manager), under liquidity guidelines approved by the USAA ================================================================================ 36 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ Mutual Funds Trust's Board of Trustees (the Board). The aggregate market value of these securities at November 30, 2015, was $265,000, which represented 0.1% of the Fund's net assets. (c) Pay-in-kind (PIK) - security in which the issuer will have or has the option to make all or a portion of the interest or dividend payments in additional securities. (d) Up to 6.05% of the 6.95% coupon may be PIK. (e) 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 the Manager under liquidity guidelines approved by the Board, unless otherwise noted as illiquid. (f) Rate represents the money market fund annualized seven-day yield at November 30, 2015. (g) Northern Trust Corp. is the parent of Northern Trust Investments, Inc., which is the subadviser of the Fund. (h) Security was fair valued at November 30, 2015, by the Manager in accordance with valuation procedures approved by the Board. The total value of all such securities was zero. * Non-income-producing security. See accompanying notes to financial statements. ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 37 ================================================================================ STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) November 30, 2015 (unaudited) -------------------------------------------------------------------------------- ASSETS Investments in securities, at market value (cost of $211,362) $281,798 Cash 66 Receivables: Capital shares sold 263 Dividends and interest 2,297 -------- Total assets 284,424 -------- LIABILITIES Payables: Capital shares redeemed 215 Accrued management fees 115 Accrued transfer agent's fees 8 Other accrued expenses and payables 56 -------- Total liabilities 394 -------- Net assets applicable to capital shares outstanding $284,030 ======== NET ASSETS CONSIST OF: Paid-in capital $226,989 Accumulated undistributed net investment income 1,389 Accumulated net realized loss on investments (14,784) Net unrealized appreciation of investments 70,436 -------- Net assets applicable to capital shares outstanding $284,030 ======== Capital shares outstanding, unlimited number of shares authorized, no par value 16,298 ======== Net asset value, redemption price, and offering price per share $ 17.43 ======== See accompanying notes to financial statements. ================================================================================ 38 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ STATEMENT OF OPERATIONS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited) -------------------------------------------------------------------------------- INVESTMENT INCOME Dividends $ 1,366 Interest 3,456 -------- Total income 4,822 -------- EXPENSES Management fees 671 Administration and servicing fees 208 Transfer agent's fees 114 Custody and accounting fees 65 Postage 6 Shareholder reporting fees 10 Trustees' fees 13 Registration fees 17 Professional fees 47 Other 5 -------- Total expenses 1,156 -------- NET INVESTMENT INCOME 3,666 -------- NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS Net realized gain 173 Change in net unrealized appreciation/(depreciation) (614) -------- Net realized and unrealized loss (441) -------- Increase in net assets resulting from operations $ 3,225 ======== See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 39 ================================================================================ STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited), and year ended May 31, 2015 -------------------------------------------------------------------------------------------------------- 11/30/2015 5/31/2015 -------------------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income $ 3,666 $ 6,588 Net realized gain on investments 173 538 Change in net unrealized appreciation/(depreciation) of investments (614) 7,330 ------------------------ Increase in net assets resulting from operations 3,225 14,456 ------------------------ DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income (4,027) (5,817) ------------------------ FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold 25,030 83,146 Reinvested dividends 3,800 5,459 Cost of shares redeemed (27,179) (35,508) ------------------------ Increase in net assets from capital share transactions 1,651 53,097 ------------------------ Net increase in net assets 849 61,736 NET ASSETS Beginning of period 283,181 221,445 ------------------------ End of period $ 284,030 $ 283,181 ------------------------ Accumulated undistributed net investment income: End of period $ 1,389 $ 1,750 ======================== CHANGE IN SHARES OUTSTANDING Shares sold 1,453 4,803 Shares issued for dividends reinvested 224 317 Shares redeemed (1,579) (2,052) ------------------------ Increase in shares outstanding 98 3,068 ======================== See accompanying notes to financial statements. ================================================================================ 40 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ NOTES TO FINANCIAL STATEMENTS November 30, 2015 (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 54 separate funds. Additionally, the Fund qualifies as a registered investment company under Accounting Standards Codification Topic 946. The information presented in this semiannual report pertains only to the USAA Growth and Tax Strategy Fund (the Fund), which is classified as diversified under the 1940 Act. The Fund's investment objective is to seek a conservative balance for the investor between income, the majority of which is exempt from federal income tax, and the potential for long-term growth of capital to preserve purchasing power. 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 41 ================================================================================ meetings to review prior actions taken by the Committee and USAA Asset Management Company (the Manager), an affiliate of the Fund. Among other things, these monthly meetings include a review and analysis of back testing reports, pricing service quotation comparisons, illiquid securities and fair value determinations, pricing movements, and daily stale price monitoring. The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below: 1. Equity securities, including exchange-traded funds (ETFs), except as otherwise noted, traded primarily on a domestic securities exchange or the 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. Investments in open-end investment companies, commingled, or other funds, other than ETFs, are valued at their net asset value (NAV) at the end of each business day. 3. Short-term debt securities with original or remaining maturities of 60 days or less may be valued at amortized cost, provided that amortized cost represents the fair value of such securities. 4. 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 value a security when, in the Service's judgment, these prices are readily available and are representative of the security's market value. For many securities, such prices are not readily available. The Service generally prices those securities based on methods which include consideration of yields or prices of securities ================================================================================ 42 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ of comparable quality, coupon, maturity, and type; indications as to values from dealers in securities; and general market conditions. 5. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with 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, other pricing services, 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, evaluation of credit quality, 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 43 ================================================================================ market-corroborated inputs such as market indexes. Level 2 securities include tax-exempt bonds valued based on methods discussed in Note 1A4 and variable-rate demand notes, which are valued at amortized cost. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement, including the Manager's own assumptions in determining the fair value. The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. C. 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. D. 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. Foreign income and capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable, as a reduction to such income and realized gains. These foreign taxes have been provided for in accordance with the understanding of the applicable countries' tax rules and rates. E. 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 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 maintains segregated assets with a market value equal to or greater than ================================================================================ 44 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ the amount of its purchase commitments. The purchase of securities on a delayed-delivery or when-issued basis may increase the volatility of the Fund's NAV to the extent that the Fund makes such purchases while remaining substantially fully invested. F. 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, 2015 there were no custodian and other bank credits. G. 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. H. 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). ================================================================================ NOTES TO FINANCIAL STATEMENTS | 45 ================================================================================ The USAA Funds that are party to the loan agreement are assessed facility fees by CAPCO in the amount of 9.0 basis points of the amount of the committed loan agreement. Prior to September 30, 2015, the maximum annual facility fee was 7.0 basis points of the amount of the committed loan agreement. The facility fees are allocated among the USAA Funds based on their respective average net assets for the period. The USAA Funds may request an optional increase of the committed loan agreement up to $750 million. If the USAA Funds increase the committed loan agreement above the $500 million, the assessed facility fee by CAPCO will be increased to 10.0 basis points. For the six-month period ended November 30, 2015, the Fund paid CAPCO facility fees of $1,000, which represents 0.4% 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, 2015. (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, 2016, 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 capital loss carryforwards. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. At May 31, 2015, the Fund had both pre-enactment capital loss carryforwards and post-enactment capital loss carryforwards for federal income tax purposes as shown in the table. It is unlikely that the Board will authorize a distribution ================================================================================ 46 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ of capital gains realized in the future until the capital loss carryforwards have been used or expire. CAPITAL LOSS CARRYFORWARDS -------------------------------------------------------- EXPIRES SHORT-TERM LONG-TERM ------------- ----------- --------- 2017 $ 2,735,000 $ - 2018 11,532,000 - No Expiration 339,000 284,000 ----------- --------- Total $14,606,000 $ 284,000 =========== ========= For the six-month period ended November 30, 2015, 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 the Fund's 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, 2015, were $19,336,000 and $17,992,000, respectively. As of November 30, 2015, 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, 2015, were $73,970,000 and $3,534,000, respectively, resulting in net unrealized appreciation of $70,436,000. (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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 47 ================================================================================ affairs of the Fund, and for directly managing the day-to-day investment of a portion 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. The Manager monitors each subadviser's performance through quantitative and qualitative analysis and periodically reports to the Board as to whether each subadviser's agreement should be renewed, terminated, or modified. The Manager also is responsible for allocating assets to the subadviser(s). The allocation for each subadviser could range from 0% to 100% of the Fund's assets, and the Manager could change the allocations without shareholder approval. The investment management fee for the Fund is comprised of a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the Fund's average net assets. The performance adjustment is calculated monthly by comparing the Fund's performance over the performance period to a composite index comprised of 51% of the Lipper General Municipal Bond Funds Index, which tracks the total return performance of the 30 largest funds within the Lipper General Municipal Bond Funds category, and 49% of the Lipper Large-Cap Core Funds Index, which tracks the total return performance of the 30 largest funds within the Lipper Large-Cap Core Funds category. The performance period for the Fund consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment: OVER/UNDER PERFORMANCE RELATIVE TO INDEX ANNUAL ADJUSTMENT RATE (IN BASIS POINTS)(1) (IN BASIS POINTS)(1) ------------------------------------------------------------------- +/- 20 to 50 +/- 4 +/- 51 to 100 +/- 5 +/- 101 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. ================================================================================ 48 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ 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 composite index over that period, even if the Fund had overall negative returns during the performance period. For the six-month period ended November 30, 2015, the Fund incurred total management fees, paid or payable to the Manager, of $671,000, which included a (0.02)% performance adjustment of $(23,000). B. SUBADVISORY ARRANGEMENT(s) - The Manager entered into an Investment Subadvisory Agreement with Northern Trust Investments, Inc. (NTI), under which NTI directs the investment and reinvestment of the portion of the Fund's assets invested in blue chip stocks (as allocated from time to time by the Manager). The Manager (not the Fund) pays NTI a subadvisory fee equal to the greater of a minimum annual fee of $100,000 or a fee at an annual amount of 0.25% on the first $40 million of assets and 0.10% on assets over $40 million of the portion of the Fund's average net assets that NTI manages. For the six-month period ended November 30, 2015, the Manager incurred subadvisory fees with respect to the Fund, paid or payable to NTI, of $93,000. C. ADMINISTRATION AND SERVICING FEES - The Manager provides certain administration and servicing functions for the Fund. For such services, the Manager receives a fee accrued daily and paid monthly at an annualized rate of 0.15% of the Fund's average net assets. For the six-month period ended November 30, 2015, the Fund incurred administration and servicing fees, paid or payable to the Manager, of $208,000. 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 49 ================================================================================ approved the reimbursement of a portion of these expenses incurred by the Manager. For the six-month period ended November 30, 2015, the Fund reimbursed the Manager $3,000 for these compliance and legal services. These expenses are included in the professional fees on the Fund's Statement of Operations. 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. Prior to June 1, 2015, the annual charge was $25.50 per shareholder account plus out-of-pocket expenses. For the six-month period ended November 30, 2015, the Fund incurred transfer agent's fees, paid or payable to SAS, of $114,000. 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 The Manager is indirectly wholly owned by United Services Automobile Association (USAA), a large, diversified financial services institution. 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. ================================================================================ 50 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ (7) FINANCIAL HIGHLIGHTS Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, ------------------------------------------------------------------------------------ 2015 2015 2014 2013 2012 2011 ------------------------------------------------------------------------------------ Net asset value at beginning of period $ 17.48 $ 16.86 $ 15.59 $ 14.02 $ 13.44 $ 12.28 ----------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income .23 .44 .41 .37 .36 .35 Net realized and unrealized gain (loss) (.03) .59 1.26 1.57 .57 1.16 ----------------------------------------------------------------------------------- Total from investment operations .20 1.03 1.67 1.94 .93 1.51 ----------------------------------------------------------------------------------- Less distributions from: Net investment income (.25) (.41) (.40) (.37) (.35) (.35) ----------------------------------------------------------------------------------- Net asset value at end of period $ 17.43 $ 17.48 $ 16.86 $ 15.59 $ 14.02 $ 13.44 =================================================================================== Total return (%)* 1.20 6.16 10.92 14.07 7.11 12.54 Net assets at end of period (000) $284,030 $283,181 $221,445 $188,461 $162,718 $154,493 Ratios to average net assets:** Expenses (%)(a) .83(b) .85 .92 .96 .98 .93 Net investment income (%) 2.64(b) 2.63 2.60 2.51 2.65 2.73 Portfolio turnover (%) 7 9 5 5 8 19 * 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, 2015, average net assets were $277,647,000. (a) Reflects total annual operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (.00%)(+) (.00%)(+) (+)Represents less than 0.01% of average net assets. (b) Annualized. The ratio is not necessarily indicative of 12 months of operations. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 51 ================================================================================ EXPENSE EXAMPLE November 30, 2015 (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, 2015, through November 30, 2015. 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 ================================================================================ 52 | USAA GROWTH AND TAX STRATEGY FUND ================================================================================ compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any direct costs, such as wire fees, redemption fees, or low balance fees. Therefore, the line labeled "hypothetical" in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these direct costs were included, your costs would have been higher. EXPENSES PAID BEGINNING ENDING DURING PERIOD* ACCOUNT VALUE ACCOUNT VALUE JUNE 1, 2015 - JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 ----------------------------------------------------------------- Actual $1,000.00 $1,012.00 $4.17 Hypothetical (5% return before expenses) 1,000.00 1,020.85 4.19 *Expenses are equal to the Fund's annualized expense ratio of 0.83%, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/366 days (to reflect the one-half-year period). The Fund's actual ending account value is based on its actual total return of 1.20% for the six-month period of June 1, 2015, through November 30, 2015. ================================================================================ 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 1700 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) (210) 531-8722 -------------------------------------------------------------------------------- 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) or (210) 531-8722; (ii) at USAA.COM; and (iii) in summary within the Statement of Additional Information on the SEC's website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's website at HTTP://WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling (800) 531-USAA (8722) or (210) 531-8722; (ii) at USAA.COM; and (iii) on the SEC's website at HTTP://WWW.SEC.GOV. These Forms N-Q also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. ================================================================================ -------------- USAA PRSRT STD 9800 Fredericksburg Road U.S. Postage San Antonio, TX 78288 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) ============================================================================= 27801-0116 (C)2016, USAA. All rights reserved. [LOGO OF USAA] USAA(R) [GRAPHIC OF USAA INTERNATIONAL FUND] ============================================================== SEMIANNUAL REPORT USAA INTERNATIONAL FUND FUND SHARES o INSTITUTIONAL SHARES o ADVISER SHARES NOVEMBER 30, 2015 ============================================================== ================================================================================ ================================================================================ PRESIDENT'S MESSAGE "A NEW YEAR IS A GREAT TIME TO REEVALUATE YOUR INVESTMENT PLAN TO HELP ENSURE YOU ARE STAYING [PHOTO OF BROOKS ENGLEHARDT] ON TRACK TOWARD YOUR FINANCIAL GOALS." -------------------------------------------------------------------------------- JANUARY 2016 The financial markets were volatile during the reporting period ended November 30, 2015, but U.S. stocks, the broad U.S. fixed-income market, and longer-term U.S. Treasury securities had experienced minimal change when the reporting period came to an end. Emerging markets stocks, in contrast, generally suffered losses, while stocks in non-U.S. developed markets also declined, though to a lesser extent. When the reporting period began in June 2015, Greece was once again in the headlines, as the country's debt problems reemerged and investors speculated about the future of the European Union. During July 2015, market turbulence increased. Worries about China's slow economic growth triggered a steep decline in the Chinese equity market, with many other emerging stock markets falling in a similar fashion. In response, the Chinese authorities surprised many investors by devaluing its currency, which added to investors' existing concerns about the health of the global economy. The result was a broad sell-off in riskier asset classes and a flight to the perceived safety of U.S. Treasury securities. Meanwhile, a divergence in global economic growth was reflected in the monetary policies being pursued by the world's central banks. Persistent economic weakness outside the United States led many central banks to cut interest rates and boost quantitative easing, resulting in low--and even negative--global interest rates. At the same time, the U.S. economy continued to grow, albeit slowly, and the Federal Reserve (the Fed) strongly signaled that it would begin to raise interest rates for the first time in seven years. As a result, shorter-term U.S. Treasury yields rose during the reporting period, while longer-term U.S. Treasury yields edged up slightly. On December 16, 2015, the Fed raised the target range for the federal funds rate from 0.25% to 0.50%. At USAA Investments, we believe it is less important when the first interest rate increase occurs than how quickly the Fed affects interest rates. We have long believed Fed policymakers are unlikely to raise interest rates rapidly because they will not want to jeopardize the U.S. economy. In addition, there appears to be no pressing reason, such as a higher rate of inflation, for them ================================================================================ ================================================================================ to do so. Therefore, the modest interest rate increase in December 2015 is consistent with our outlook. Also of note during the reporting period was the steady decline in commodities prices. What caused the drop in oil, natural gas, coal, and industrial metals prices? In our opinion, there was no single reason. Certainly, the divergence in global economic growth and central bank monetary policy created uncertainty in the world's commodities markets. But softening global demand and, in the case of energy, an increase in supply were also key factors. In addition, commodities are generally priced in U.S. dollars and the appreciation of the U.S. dollar during the reporting period dampened prices. A new year is a great time to reevaluate your investment plan to help ensure you are staying on track toward your financial goals. Investors also may want to consider making a 2016 IRA contribution. The sooner investors invest their money, the sooner it can start working for them. For assistance, please feel free to give our financial advisors a call. Looking ahead, we expect to see continued volatility--at least in the near term--in the financial markets. It's been several years since we've seen this kind of market turbulence, so the events of the reporting period are a helpful reminder that volatility is to be expected from time to time and is normal market behavior. Long-term investors should strive to make decisions based on their long-term objectives, time horizon, and risk tolerance, rather than in response to market turmoil. On behalf of all of us at USAA Investments, we wish you a happy, healthy, and prosperous year in 2016. Thank you for your continued investment in our family of mutual funds. Sincerely, /S/ BROOKS ENGLEHARDT Brooks Englehardt President USAA Investments PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. o As interest rates rise, bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. o Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. o Investments provided by USAA Investment Management Company and USAA Financial Advisors Inc., both registered broker dealers, and affiliates. ================================================================================ ================================================================================ TABLE OF CONTENTS -------------------------------------------------------------------------------- FUND OBJECTIVE 1 MANAGERS' COMMENTARY 2 INVESTMENT OVERVIEW 8 FINANCIAL INFORMATION Portfolio of Investments 16 Notes to Portfolio of Investments 37 Financial Statements 39 Notes to Financial Statements 43 EXPENSE EXAMPLE 62 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)2016, USAA. All rights reserved. 200995-0116 ================================================================================ ================================================================================ FUND OBJECTIVE THE USAA INTERNATIONAL FUND (THE FUND) SEEKS CAPITAL APPRECIATION. -------------------------------------------------------------------------------- TYPES OF INVESTMENTS The Fund normally invests at least 80% of its assets in equity securities of foreign (including emerging markets) companies. The "equity securities" in which the Fund principally invests are common stocks, depositary receipts, preferred stocks, securities convertible into common stocks, and securities that carry the right to buy common stocks, including rights and warrants. The Fund will normally invest its assets in investments that are tied economically to a number of countries throughout the world. However, the Fund may invest a large percentage of its assets in securities of issuers in a single country, a small number of countries, or a particular geographic region. The Fund may invest in companies of any size, including mid- and small-cap companies. Investments are selected primarily based on fundamental analysis of individual issuers and their potential in light of their financial condition, and market, economic, political, and regulatory conditions. Factors considered may include analysis of an issuer's earnings, cash flows, competitive position, and management ability. Quantitative models that systematically evaluate an issuer's valuation, price and earnings momentum, earnings quality, and other factors also may be considered. 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. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election or change or revoke a prior withholding election, call (800) 531-USAA (8722) or (210) 531-8722. If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. ================================================================================ FUND OBJECTIVE | 1 ================================================================================ MANAGERS' COMMENTARY ON THE FUND MFS Investment Management Lazard Asset Management* MARCUS L. SMITH PAUL MOGHTADER, CFA DANIEL LING TARA IVANENKO, CFA CIPRIAN MARIN CRAIG SCHOLL, CFA Wellington Management Company LLP* JAMES H. SHAKIN, CFA SUSANNE WILLUMSEN ANDREW M. CORRY, CFA -------------------------------------------------------------------------------- o PLEASE REVIEW MARKET CONDITIONS DURING THE REPORTING PERIOD. The reporting period ended November 30, 2015, was dominated by speculation over both Federal Reserve the (the Fed) policy and China's growth outlook, against a continued backdrop of elevated geopolitical uncertainty. The Fed had appeared on the verge of an interest rate increase for several quarters, but was given pause by a deterioration in economic conditions globally that has been reflected in unprecedented actions by central banks in Europe and Japan to jump start their economies. Concerns continued to mount over the ability of China to maintain acceptable growth levels as it transitions to a more balanced economic model. In August 2015, the Chinese government devalued its currency, the renminbi, leading to fears of a potential global currency war. Oil and other commodities continued their decline over the reporting period, putting further pressure on the financial stability of a number of emerging markets. On the geopolitical front, Syria was added to Ukraine as a focal point for tensions between Russia and the U.S.-led NATO alliance. As the reporting period drew to a close, markets began to prepare for the Fed's initial interest rate hike on the back of a strengthening U.S. *Effective August 26, 2015 Wellington Management Company LLP and Lazard Asset Management became subadvisers to the Fund. ================================================================================ 2 | USAA INTERNATIONAL FUND ================================================================================ employment picture. While U.S. stocks in aggregate managed to finish the reporting period around where they started, the same was not true with respect to overseas markets, which closed notably lower. o HOW DID THE USAA INTERNATIONAL FUND (THE FUND) PERFORM DURING THE REPORTING PERIOD? The Fund has three share classes: Fund Shares, Institutional Shares, and Adviser Shares. For the reporting period ended November 30, 2015, the Fund Shares, Institutional Shares, and Adviser Shares had a total returns of -7.06%, -7.01%, and -7.18%, respectively. This compares to returns of -7.72% for the Lipper International Funds Index and -7.42% for the MSCI EAFE Index (the Index). USAA Asset Management Company (the Manager) is the Fund's investment adviser. As the investment adviser, the Manager employs dedicated resources to support the research, selection, and monitoring of the Fund's subadvisers. MFS Investment Management (MFS), Wellington Management Company, LLP (Wellington Management), and Lazard Asset Management (Lazard) are subadvisers to the Fund. The subadvisers each provide day-to-day discretionary management for a portion of the Fund's assets. o WHAT WERE THE PRINCIPAL FACTORS IN THE PERFORMANCE OF MFS RELATIVE TO THE INDEX? Stock selection in the basic materials sector was a leading contributor to relative performance. In particular, for its portion of the Fund, MFS avoided two U.K.-based companies within the sector, mining giant BHP Billiton plc and commodities giant Glencore plc, which benefited performance as weak commodity pricing placed downward pressure on results for both companies. Strong stock selection within the Refer to page 9 for benchmark definitions. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. You will find a complete list of securities that the Fund owns on pages 16-36. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 3 ================================================================================ technology and leisure sectors also aided relative results. Within technology, Japanese medical equipment company HOYA Corp. added to relative performance, as did a pair of U.K.-based companies within leisure, advertising and marketing firm WPP plc and entertainment company Sky plc. Stocks in other sectors that aided relative performance included overweight positions in medical products and equipment manufacturer Terumo Corp. (Japan), catering company Compass Group plc (United Kingdom), household products manufacturer Reckitt Benckiser Group plc (United Kingdom), human resources and employment services provider Randstad Holding N.V. (Netherlands), and skin and beauty care products maker Beiersdorf AG (Germany). Conversely, stock selection in the health care sector detracted from relative performance, most notably, a position in Canada-based pharmaceutical company Valeant Pharmaceuticals International, Inc., a company not included in the Index. Stock selection in the financial services sector was another area of relative weakness, in particular overweight positions in Standard Chartered plc (United Kingdom), DBS Group Holdings Ltd. (Singapore), and ING Groep N.V. (Netherlands). Elsewhere, overweight positions in industrial conglomerate Rolls-Royce Holdings plc (United Kingdom), electrical distribution equipment manufacturer Schneider Electric SE (France), oil and gas exploration company INPEX Corp. (Japan), and commercial explosives and blasting system distributor Orica Ltd. (Australia) dampened relative performance. The Fund's position in fast food restaurant company Yum! Brands, Inc., a company not included in the Index and not owning beverages company Anheuser-Busch InBev S.A./N.V. (Belgium) also held back relative returns of the MFS portion of the Fund. Finally, while all of MFS' investment decisions are driven by individual company fundamentals, the Fund's currency exposures during the reporting period detracted from relative performance. With the global recovery remaining far from normal, the environment of low inflation and interest rates may persist for some time. Through exposure to high-quality companies, MFS believes its portion of the Fund remains well positioned to outperform the market over the long-term. ================================================================================ 4 | USAA INTERNATIONAL FUND ================================================================================ O WHAT WERE THE PRINCIPAL FACTORS IN WELLINGTON MANAGEMENT'S PERFORMANCE RELATIVE TO THE INDEX? The Wellington Management portion of the Fund outperformed the Index between August 26, 2015, the date Wellington Management became a subadviser to the Fund, and November 30, 2015. Outperformance during the abbreviated reporting period was largely a result of positive security selection, driven by strong selection in the consumer discretionary, health care, consumer staples, and energy sectors. Partially offsetting these positive contributions to relative performance was weak selection within the industrials, information technology, utilities, and financials sectors. From a regional perspective, investments in Japan added the most value on a relative basis, while weak selection in Europe and an allocation to emerging markets detracted the most from relative results. Sector allocation, a fallout of Wellington's stock selection process, also contributed to relative outperformance during the period, driven primarily by an overweight to the strong performing information technology sector and underweight allocations to the financials and health care sectors. Partially offsetting these positive allocation results was an underweight allocation to the strong performing consumer staples sector and an overweight allocation to the materials sector, which lagged during the period. Top individual contributors to relative performance during the abbreviated period included positions in Pioneer Corp., a Japanese manufacturer of audio and video equipment, and SCREEN Holdings Co. Ltd., a Japanese semiconductor manufacturer, as well as not owning benchmark-constituent Novartis AG, a pharmaceutical developer and manufacturer based in Switzerland. Top individual detractors from relative performance included Anglo American plc, a U.K.-based operator of global and diversified mining businesses; Standard Chartered plc, a U.K.-based retail and commercial bank; and Anglo American Platinum Ltd., a South Africa-based exploration & production company focused on platinum group metals. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 5 ================================================================================ At the end of the period, the Wellington Management portion of the Fund maintained overweight allocations to the information technology, materials and energy sectors. The portfolio was most underweight the consumer staples, health care, and financials sectors. On a regional basis, Wellington Management maintained a large overweight to Japan, at the expense of underweight allocations to Europe and Asia ex-Japan. o WHAT WERE THE PRINCIPAL FACTORS IN LAZARD'S PERFORMANCE RELATIVE TO THE INDEX? For the period between August 26, 2015, the date Lazard became a subadviser to the Fund, and November 30, 2015, stock selection and minor favorable sector differences versus the benchmark aided performance in the Lazard portion of the Fund. The Lazard portion of the Fund was favorably positioned with overweights in health care and consumer staples, while underweights in energy and financials also helped. Stock selection provided a contribution in information technology and financials, but lagged in utilities and industrials. Regionally, stock selection was favorable in Europe and the United Kingdom, but lagged in Japan. Individual stocks playing a positive role in the performance of the Lazard portion of the Fund for the brief period under review included Blackmores Ltd., an Australian generic-pharmaceuticals company that has been a leader in product innovation and has benefitted from a significant recall by its major competitor. Furukawa Electric Co., Ltd., the electric-products manufacturer, rallied in November after receiving a large contract for power-transmission in South America. The growth in demand for renewable energy systems has benefited the company, which makes the power transmission lines. Genmab A/S, a Danish biotech concern, received an accelerated approval from the U.S. FDA for its myeloma drug, sending the stock up sharply. Stocks that hurt the return of the Lazard portion of the Fund included Astaldi S.p.A., the Italian engineering concern, which suffered a credit downgrade on its increased debt load and apparent inability to sell stakes in several major infrastructure projects. Nisshinbo Holdings, Inc., the Japan textile ================================================================================ 6 | USAA INTERNATIONAL FUND ================================================================================ manufacturer, gave back most of their recent gains after they revised their 2016 earnings forecast down nearly 25% on the weak global outlook. Shares of San-In Godo Bank Ltd., a regional Japanese bank, fell as the company's revenue failed to meet expectations. Lazard continues to believe that a carefully constructed portfolio of small capitalization companies has the potential to outperform their larger peers. The ability to manage with a more flexible business strategy, to innovate with a potentially material financial impact and to operate within more niche markets are all advantages for smaller companies. Small cap stocks also benefit from greater mispricings and the lack of extensive institutional coverage, creating an attractive set of investment opportunities which can potentially be exploited by a systematic bottom-up process. Thank you for your investment in the Fund. Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 7 ================================================================================ INVESTMENT OVERVIEW USAA INTERNATIONAL FUND SHARES (FUND SHARES) (Ticker Symbol: USIFX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $1.9 Billion $2.0 Billion Net Asset Value Per Share $28.72 $30.90 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEARS 10 YEARS -7.06% -1.99% 6.35% 5.59% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEARS 10 YEARS 0.56% 4.40% 4.94% -------------------------------------------------------------------------------- EXPENSE RATIO AS OF 5/31/15** -------------------------------------------------------------------------------- 1.12% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratio represents the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and is calculated as a percentage of average net assets. This expense ratio may differ from the expense ratio 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. ================================================================================ 8 | USAA INTERNATIONAL FUND ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] USAA INTERNATIONAL LIPPER INTERNATIONAL FUND SHARES FUNDS INDEX MSCI EAFE INDEX 11/30/05 $10,000.00 $10,000.00 $10,000.00 12/31/05 10,459.15 10,499.83 10,465.34 01/31/06 11,180.63 11,192.30 11,107.90 02/28/06 11,158.22 11,140.86 11,083.33 03/31/06 11,485.35 11,536.22 11,448.61 04/30/06 12,005.17 12,084.55 11,995.39 05/31/06 11,579.46 11,532.28 11,529.56 06/30/06 11,655.64 11,476.47 11,528.80 07/31/06 11,906.58 11,578.58 11,642.92 08/31/06 12,318.86 11,896.04 11,963.04 09/30/06 12,341.26 11,956.76 11,981.53 10/31/06 12,592.21 12,390.68 12,447.54 11/30/06 12,955.19 12,810.37 12,819.53 12/31/06 13,319.73 13,218.58 13,221.97 01/31/07 13,605.85 13,339.33 13,311.43 02/28/07 13,541.72 13,320.54 13,418.84 03/31/07 13,783.45 13,708.78 13,760.89 04/30/07 14,257.04 14,266.87 14,372.04 05/31/07 14,479.03 14,688.93 14,624.20 06/30/07 14,493.83 14,735.52 14,642.07 07/31/07 14,148.51 14,537.32 14,426.42 08/31/07 14,217.57 14,393.01 14,200.98 09/30/07 14,760.23 15,253.60 14,960.74 10/31/07 15,184.49 16,007.75 15,548.55 11/30/07 14,784.89 15,344.50 15,037.26 12/31/07 14,496.01 15,101.63 14,698.81 01/31/08 13,450.01 13,823.21 13,340.96 02/29/08 13,603.22 13,845.77 13,532.09 03/31/08 13,740.57 13,678.65 13,389.71 04/30/08 14,358.66 14,460.65 14,116.48 05/31/08 14,665.06 14,677.20 14,253.94 06/30/08 13,423.60 13,418.09 13,088.14 07/31/08 13,048.52 12,951.66 12,668.07 08/31/08 12,610.05 12,430.44 12,154.72 09/30/08 11,310.48 10,792.90 10,397.27 10/31/08 9,339.99 8,520.35 8,299.28 11/30/08 8,626.82 7,966.20 7,850.69 12/31/08 9,385.85 8,513.61 8,322.69 01/31/09 8,328.91 7,647.15 7,505.96 02/28/09 7,574.74 6,945.45 6,735.90 03/31/09 8,158.25 7,461.21 7,162.80 04/30/09 8,868.39 8,384.91 8,079.93 05/31/09 9,925.33 9,521.40 9,035.83 06/30/09 9,771.19 9,374.19 8,984.44 07/31/09 10,850.15 10,317.90 9,804.73 08/31/09 11,213.47 10,691.16 10,337.70 09/30/09 11,813.50 11,230.14 10,733.51 10/31/09 11,615.33 10,921.69 10,599.39 11/30/09 12,110.77 11,320.46 10,811.61 12/31/09 12,430.09 11,518.55 10,967.32 01/31/10 11,790.22 10,962.18 10,484.13 02/28/10 11,790.22 11,020.23 10,412.26 03/31/10 12,524.67 11,735.64 11,062.22 04/30/10 12,318.80 11,601.50 10,862.06 05/31/10 10,961.18 10,399.73 9,633.39 06/30/10 10,961.18 10,264.29 9,516.40 07/31/10 11,979.40 11,198.42 10,418.82 08/31/10 11,534.27 10,821.78 10,095.33 09/30/10 12,724.98 11,903.97 11,084.54 10/31/10 13,253.57 12,339.34 11,485.01 11/30/10 12,663.78 11,887.71 10,932.06 12/31/10 13,656.98 12,789.36 11,817.29 01/31/11 13,797.37 12,976.03 12,096.15 02/28/11 14,156.76 13,341.59 12,494.98 03/31/11 14,072.53 13,210.26 12,214.95 04/30/11 15,128.25 13,908.63 12,945.08 05/31/11 14,763.24 13,503.86 12,562.62 06/30/11 14,577.93 13,267.04 12,405.32 07/31/11 14,358.92 13,024.37 12,208.05 08/31/11 13,067.35 11,874.09 11,105.79 09/30/11 11,618.54 10,484.63 10,047.54 10/31/11 12,943.81 11,551.34 11,016.34 11/30/11 12,595.65 11,222.86 10,481.91 12/31/11 12,317.57 10,937.12 10,382.54 01/31/12 13,075.31 11,666.13 10,936.40 02/29/12 13,793.17 12,316.67 11,563.90 03/31/12 14,038.16 12,310.81 11,510.17 04/30/12 13,821.66 12,101.54 11,284.88 05/31/12 12,300.48 10,850.76 9,989.23 06/30/12 13,058.22 11,464.90 10,689.59 07/31/12 13,126.59 11,578.63 10,810.82 08/31/12 13,451.33 11,912.23 11,101.15 09/30/12 13,867.24 12,277.03 11,429.54 10/31/12 14,009.67 12,362.26 11,524.66 11/30/12 14,380.00 12,631.17 11,803.15 12/31/12 15,035.61 13,092.19 12,180.48 01/31/13 15,537.57 13,628.67 12,822.98 02/28/13 15,451.03 13,461.47 12,701.35 03/31/13 15,497.18 13,596.63 12,805.63 04/30/13 15,826.05 14,097.39 13,472.88 05/31/13 15,739.51 13,961.83 13,147.55 06/30/13 15,254.86 13,520.76 12,680.43 07/31/13 16,126.07 14,266.09 13,349.57 08/31/13 15,774.12 14,011.16 13,172.98 09/30/13 16,818.42 14,967.07 14,146.83 10/31/13 17,233.84 15,443.34 14,622.50 11/30/13 17,481.93 15,592.96 14,734.48 12/31/13 17,745.77 15,871.06 14,954.95 01/31/14 16,733.72 15,174.06 14,352.78 02/28/14 17,681.79 16,008.60 15,150.68 03/31/14 17,536.38 15,938.45 15,054.12 04/30/14 17,862.09 16,103.26 15,271.74 05/31/14 18,176.18 16,373.27 15,519.76 06/30/14 18,228.53 16,532.58 15,669.40 07/31/14 17,693.42 16,118.52 15,361.45 08/31/14 17,827.20 16,219.80 15,338.31 09/30/14 17,373.52 15,625.53 14,748.70 10/31/14 17,164.13 15,535.50 14,534.55 11/30/14 17,577.09 15,736.89 14,732.25 12/31/14 16,843.11 15,199.02 14,221.91 01/31/15 17,035.06 15,281.56 14,291.43 02/28/15 18,042.77 16,135.31 15,145.78 03/31/15 17,850.82 15,969.43 14,915.70 04/30/15 18,576.61 16,546.72 15,524.69 05/31/15 18,534.62 16,579.50 15,445.23 06/30/15 17,982.78 16,149.35 15,007.61 07/31/15 18,318.69 16,254.76 15,319.21 08/31/15 16,969.08 15,132.09 14,192.29 09/30/15 16,369.25 14,460.15 13,471.67 10/31/15 17,364.96 15,432.05 14,524.74 11/30/15 17,226.99 15,299.71 14,298.78 [END CHART] Data from 11/30/05 through 11/30/15. The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA International Fund Shares to the following benchmarks: o The unmanaged Lipper International Funds Index tracks the total return performance of the 30 largest funds within the Lipper International Funds category. o The unmanaged MSCI EAFE Index reflects the movements of stock markets in Europe, Australasia, and the Far East by representing a broad selection of domestically listed companies within each market. 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, except the Lipper International Funds Index reflects the fees and expenses of the underlying funds included in the composite. ================================================================================ INVESTMENT OVERVIEW | 9 ================================================================================ USAA INTERNATIONAL FUND INSTITUTIONAL SHARES (INSTITUTIONAL SHARES) (Ticker Symbol: UIIFX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $1.5 Billion $1.7 Billion Net Asset Value Per Share $28.66 $30.82 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEARS SINCE INCEPTION 8/01/08 -7.01% -1.87% 6.53% 4.33% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEARS SINCE INCEPTION 8/01/08 0.70% 4.59% 4.04% -------------------------------------------------------------------------------- EXPENSE RATIO AS OF 5/31/15** -------------------------------------------------------------------------------- 0.99% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratio represents the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and is calculated as a percentage of average net assets. This expense ratio may differ from the expense ratio 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. The Institutional Shares are available for investment through a USAA discretionary managed account program, and certain advisory programs sponsored by financial intermediaries, such as brokerage firms, investment advisors, financial planners, third-party administrators, and insurance companies. Institutional Shares also are available to institutional investors, which include retirement plans, endowments, foundations, and bank trusts, as well as other persons or legal entities that the Fund may approve from time to time, or for purchase by a USAA fund participating in a fund-of-funds investment strategy (USAA fund-of-funds). ================================================================================ 10 | USAA INTERNATIONAL FUND ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] USAA INTERNATIONAL LIPPER INTERNATIONAL FUND INSTITUTIONAL SHARES FUNDS INDEX MSCI EAFE INDEX 07/31/08 $10,000.00 $10,000.00 $10,000.00 08/31/08 9,823.05 9,597.57 9,594.76 09/30/08 8,810.70 8,333.22 8,207.46 10/31/08 7,275.72 6,578.58 6,551.33 11/30/08 6,720.16 6,150.72 6,197.23 12/31/08 7,311.08 6,573.37 6,569.82 01/31/09 6,494.44 5,904.38 5,925.10 02/28/09 5,909.89 5,362.59 5,317.23 03/31/09 6,369.79 5,760.81 5,654.21 04/30/09 6,924.25 6,474.00 6,378.18 05/31/09 7,753.78 7,351.49 7,132.76 06/30/09 7,633.44 7,237.83 7,092.19 07/31/09 8,480.16 7,966.47 7,739.72 08/31/09 8,763.84 8,254.66 8,160.43 09/30/09 9,240.93 8,670.81 8,472.88 10/31/09 9,086.19 8,432.65 8,367.01 11/30/09 9,477.32 8,740.54 8,534.53 12/31/09 9,730.40 8,893.49 8,657.45 01/31/10 9,229.06 8,463.92 8,276.03 02/28/10 9,233.42 8,508.74 8,219.29 03/31/10 9,813.23 9,061.11 8,732.36 04/30/10 9,651.93 8,957.53 8,574.36 05/31/10 8,592.57 8,029.65 7,604.46 06/30/10 8,596.93 7,925.08 7,512.11 07/31/10 9,399.08 8,646.32 8,224.47 08/31/10 9,050.32 8,355.51 7,969.11 09/30/10 9,987.61 9,191.07 8,749.98 10/31/10 10,406.13 9,527.22 9,066.10 11/30/10 9,948.38 9,178.53 8,629.62 12/31/10 10,725.11 9,874.69 9,328.41 01/31/11 10,839.87 10,018.81 9,548.53 02/28/11 11,126.75 10,301.06 9,863.36 03/31/11 11,060.55 10,199.66 9,642.31 04/30/11 11,890.31 10,738.87 10,218.67 05/31/11 11,612.25 10,426.35 9,916.76 06/30/11 11,466.60 10,243.50 9,792.59 07/31/11 11,298.89 10,056.14 9,636.86 08/31/11 10,283.75 9,168.00 8,766.75 09/30/11 9,145.04 8,095.20 7,931.39 10/31/11 10,191.06 8,918.81 8,696.14 11/30/11 9,913.01 8,665.19 8,274.27 12/31/11 9,699.46 8,444.57 8,195.83 01/31/12 10,296.70 9,007.43 8,633.04 02/29/12 10,866.99 9,509.72 9,128.38 03/31/12 11,055.59 9,505.19 9,085.97 04/30/12 10,889.44 9,343.62 8,908.12 05/31/12 9,694.97 8,377.89 7,885.35 06/30/12 10,292.21 8,852.07 8,438.21 07/31/12 10,350.58 8,939.88 8,533.91 08/31/12 10,606.54 9,197.45 8,763.09 09/30/12 10,934.35 9,479.11 9,022.31 10/31/12 11,046.61 9,544.92 9,097.40 11/30/12 11,342.98 9,752.54 9,317.24 12/31/12 11,860.98 10,108.50 9,615.10 01/31/13 12,262.74 10,522.72 10,122.28 02/28/13 12,194.26 10,393.62 10,026.26 03/31/13 12,235.35 10,497.98 10,108.58 04/30/13 12,495.58 10,884.62 10,635.30 05/31/13 12,427.10 10,779.95 10,378.49 06/30/13 12,043.60 10,439.40 10,009.75 07/31/13 12,737.55 11,014.87 10,537.96 08/31/13 12,463.62 10,818.04 10,398.57 09/30/13 13,285.40 11,556.10 11,167.31 10/31/13 13,618.67 11,923.83 11,542.80 11/30/13 13,810.42 12,039.35 11,631.19 12/31/13 14,025.60 12,254.07 11,805.23 01/31/14 13,223.34 11,715.92 11,329.88 02/28/14 13,979.49 12,360.27 11,959.74 03/31/14 13,864.22 12,306.10 11,883.51 04/30/14 14,122.42 12,433.36 12,055.30 05/31/14 14,371.39 12,641.83 12,251.08 06/30/14 14,412.89 12,764.83 12,369.21 07/31/14 13,993.32 12,445.13 12,126.12 08/31/14 14,099.37 12,523.34 12,107.85 09/30/14 13,744.35 12,064.50 11,642.42 10/31/14 13,582.97 11,994.99 11,473.37 11/30/14 13,905.72 12,150.48 11,629.43 12/31/14 13,327.16 11,735.19 11,226.57 01/31/15 13,484.28 11,798.92 11,281.45 02/28/15 14,279.44 12,458.10 11,955.87 03/31/15 14,131.84 12,330.02 11,774.25 04/30/15 14,707.96 12,775.75 12,254.98 05/31/15 14,674.64 12,801.06 12,192.25 06/30/15 14,241.35 12,468.94 11,846.80 07/31/15 14,507.99 12,550.33 12,092.78 08/31/15 13,441.43 11,683.51 11,203.20 09/30/15 12,965.29 11,164.70 10,634.35 10/31/15 13,755.68 11,915.11 11,465.63 11/30/15 13,646.18 11,812.93 11,287.26 [END CHART] Data from 7/31/08 through 11/30/15.* The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA International Fund Institutional Shares to the Fund's benchmarks listed above (see page 9 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, except the Lipper International Funds Index reflects the fees and expenses of the underlying funds included in the composite. *The performance of the Lipper International Funds Index and the MSCI EAFE Index is calculated from the end of the month, July 31, 2008, while the inception date of the Institutional Shares is August 1, 2008. There may be a slight variation of performance numbers because of this difference. ================================================================================ INVESTMENT OVERVIEW | 11 ================================================================================ USAA INTERNATIONAL FUND ADVISER SHARES (ADVISER SHARES) (Ticker Symbol: UAIFX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $6.9 Million $7.5 Million Net Asset Value Per Share $28.56 $30.77 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEARS SINCE INCEPTION 8/01/10 -7.18% -2.25% 5.99% 6.11% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEARS SINCE INCEPTION 8/01/10 0.29% 4.06% 5.68% -------------------------------------------------------------------------------- EXPENSE RATIOS AS OF 5/31/15** -------------------------------------------------------------------------------- BEFORE REIMBURSEMENT 1.51% AFTER REIMBURSEMENT 1.35% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratios represent the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and are calculated as a percentage of average net assets. USAA Asset Management Company (the Manager) has agreed, through October 1, 2016, to make payments or waive management, administration, and other fees so that the total annual operating expenses of the Adviser Shares (exclusive of commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 1.35% of the Adviser Shares' 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, 2016. If the total annual operating expense ratio of the Adviser Shares is lower than 1.35%, the Adviser Shares will operate at the lower expense ratio. These expense ratios may differ from the expense ratios disclosed in the Financial Highlights, which excludes acquired fund fees and expenses. Prior to October 1, 2015, the expense limitation was 1.40% of the Adviser Shares' net assets. 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. ================================================================================ 12 | USAA INTERNATIONAL FUND ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] USAA INTERNATIONAL FUND LIPPER INTERNATIONAL MSCI EAFE INDEX ADVISER SHARES FUNDS INDEX 07/31/10 $10,000.00 $10,000.00 $10,000.00 08/31/10 9,689.52 9,345.96 9,663.67 09/30/10 10,638.96 10,311.23 10,630.04 10/31/10 11,023.33 10,735.23 11,018.82 11/30/10 10,492.61 10,257.10 10,615.53 12/31/10 11,342.26 11,055.63 11,420.69 01/31/11 11,609.90 11,164.83 11,587.38 02/28/11 11,992.70 11,456.00 11,913.82 03/31/11 11,723.92 11,383.21 11,796.54 04/30/11 12,424.71 12,229.44 12,420.17 05/31/11 12,057.62 11,933.72 12,058.72 06/30/11 11,906.65 11,783.58 11,847.24 07/31/11 11,717.31 11,597.04 11,630.55 08/31/11 10,659.35 10,555.17 10,603.36 09/30/11 9,643.65 9,381.37 9,362.60 10/31/11 10,573.50 10,445.98 10,315.16 11/30/11 10,060.55 10,159.35 10,021.82 12/31/11 9,965.17 9,936.22 9,766.67 01/31/12 10,496.77 10,543.43 10,417.66 02/29/12 11,099.05 11,123.04 10,998.58 03/31/12 11,047.48 11,311.65 10,993.34 04/30/12 10,831.24 11,136.85 10,806.48 05/31/12 9,587.68 9,908.62 9,689.55 06/30/12 10,259.88 10,515.83 10,237.97 07/31/12 10,376.24 10,571.03 10,339.53 08/31/12 10,654.90 10,824.04 10,637.43 09/30/12 10,970.09 11,155.25 10,963.18 10/31/12 11,061.38 11,265.65 11,039.29 11/30/12 11,328.69 11,560.05 11,279.42 12/31/12 11,690.85 12,085.40 11,691.11 01/31/13 12,307.51 12,485.46 12,170.17 02/28/13 12,190.77 12,411.03 12,020.87 03/31/13 12,293.00 12,448.24 12,141.56 04/30/13 12,931.29 12,708.74 12,588.74 05/31/13 12,619.03 12,634.32 12,467.68 06/30/13 12,170.70 12,238.91 12,073.82 07/31/13 12,812.94 12,936.68 12,739.38 08/31/13 12,643.45 12,652.92 12,511.73 09/30/13 13,578.15 13,485.60 13,365.34 10/31/13 14,034.70 13,815.88 13,790.65 11/30/13 14,142.18 14,001.95 13,924.25 12/31/13 14,353.79 14,210.96 14,172.60 01/31/14 13,775.82 13,397.84 13,550.18 02/28/14 14,541.65 14,154.88 14,295.41 03/31/14 14,448.96 14,038.05 14,232.77 04/30/14 14,657.84 14,299.75 14,379.95 05/31/14 14,895.89 14,547.42 14,621.06 06/30/14 15,039.52 14,584.81 14,763.32 07/31/14 14,743.95 14,150.21 14,393.57 08/31/14 14,721.27 14,253.02 14,484.01 09/30/14 14,155.83 13,883.84 13,953.34 10/31/14 13,950.29 13,715.61 13,872.95 11/30/14 14,140.04 14,038.05 14,052.78 12/31/14 13,650.21 13,452.91 13,572.47 01/31/15 13,716.94 13,601.85 13,646.18 02/28/15 14,536.95 14,404.22 14,408.56 03/31/15 14,316.11 14,250.47 14,260.44 04/30/15 14,900.63 14,827.03 14,775.94 05/31/15 14,824.35 14,783.77 14,805.21 06/30/15 14,404.33 14,341.76 14,421.10 07/31/15 14,703.41 14,606.01 14,515.23 08/31/15 13,621.78 13,524.98 13,512.70 09/30/15 12,930.13 13,044.52 12,912.67 10/31/15 13,940.87 13,832.47 13,780.56 11/30/15 13,723.99 13,721.95 13,662.39 [END CHART] Data from 7/31/10 through 11/30/15.* The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA International Fund Adviser Shares to the Fund's benchmarks listed above (see page 9 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, except the Lipper International Funds Index reflects the fees and expenses of the underlying funds included in the composite. *The performance of the MSCI EAFE Index and the Lipper International Funds Index is calculated from the end of the month, July 31, 2010, while the inception date of the Adviser Shares is August 1, 2010. There may be a slight variation of performance numbers because of this difference. ================================================================================ INVESTMENT OVERVIEW | 13 ================================================================================ o TOP 10 INDUSTRIES - 11/30/15 o (% of Net Assets) Pharmaceuticals ...................................................... 8.4% Diversified Banks .................................................... 7.6% Packaged Foods & Meat ................................................ 4.6% Restaurants .......................................................... 3.5% Auto Parts & Equipment ............................................... 3.0% Distillers & Vintners ................................................ 2.8% Industrial Gases ..................................................... 2.7% Life & Health Insurance .............................................. 2.7% Electrical Components & Equipment .................................... 2.4% Apparel, Accessories & Luxury Goods .................................. 2.3% o TOP 10 EQUITY HOLDINGS - 11/30/15 o (% of Net Assets) Bayer AG ............................................................. 2.5% Nestle S.A. .......................................................... 2.4% Roche Holding AG ..................................................... 2.2% Compass Group plc .................................................... 2.1% WPP plc .............................................................. 2.1% UBS Group AG ......................................................... 1.9% Hoya Corp. ........................................................... 1.8% DANONE S.A. .......................................................... 1.6% Taiwan Semiconductor Manufacturing Co., Ltd. ADR ..................... 1.6% Reckitt Benckiser Group plc .......................................... 1.6% You will find a complete list of securities that the Fund owns on pages 16-36. ================================================================================ 14 | USAA INTERNATIONAL FUND ================================================================================ o COUNTRY ALLOCATION - 11/30/15 o [PIE CHART OF COUNTRY ALLOCATION] United Kingdom 18.7% France 12.2% Switzerland 9.9% Germany 9.6% Netherlands 4.6% Canada 3.4% Other* 20.5% Japan 20.7% [END CHART] * Includes countries that represent less than 3% of portfolio and money market instruments. Percentages are of the net assets of the Fund and may not equal 100%. ================================================================================ INVESTMENT OVERVIEW | 15 ================================================================================ PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- EQUITY SECURITIES (98.5%) COMMON STOCKS (98.4%) CONSUMER DISCRETIONARY (18.5%) ------------------------------ ADVERTISING (2.3%) 265,882 APN Outdoor Group Ltd.(a) $ 1,036 46,700 Gendai Agency, Inc.(a) 236 58,844 Stroeer SE(a) 3,489 3,061,875 WPP plc(a) 70,786 ---------- 75,547 ---------- APPAREL RETAIL (1.2%) 39,600 Adastria Co., Ltd.(a) 2,338 790,597 Hennes & Mauritz AB "B"(a) 29,304 166,700 Honeys Co., Ltd.(a) 1,404 245,500 Nishimatsuya Chain Co., Ltd.(a) 2,237 62,600 Pal Co., Ltd.(a) 1,558 21,600 Shimamura Co., Ltd.(a) 2,636 ---------- 39,477 ---------- APPAREL, ACCESSORIES & LUXURY GOODS (2.3%) 89,226,800 Global Brands Group Holding Ltd.*(a) 17,266 458,000 Gunze Ltd.(a) 1,382 13,399 Hermes International(a) 4,715 21,806,800 Li & Fung Ltd.(a) 14,904 228,391 LVMH Moet Hennessy Louis Vuitton SE(a) 38,268 ---------- 76,535 ---------- AUTO PARTS & EQUIPMENT (3.0%) 192,000 Aisan Industry Co., Ltd.(a) 2,079 60,868 Brembo S.p.A.(a) 2,791 218,129 Delphi Automotive plc 19,169 1,068,400 Denso Corp.(a) 51,024 116,100 Exedy Corp.(a) 2,797 30,473 Faurecia(a) 1,143 60,400 G-Tekt Corp.(a) 872 59,300 Imasen Electric Industrial Co., Ltd.(a) 645 133,600 Kasai Kogyo Co., Ltd.(a) 2,022 202,000 Keihin Corp.(a) 3,313 ================================================================================ 16 | USAA INTERNATIONAL FUND ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- 15,559 Montupet S.A.(a) $ 1,174 185,000 Nissin Kogyo Co., Ltd.(a) 2,873 237,800 Sumitomo Riko Co., Ltd.(a) 2,046 147,700 Takata Corp.*(a) 1,059 110,500 Tokai Rika Co., Ltd.(a) 2,555 156,800 Toyoda Gosei Co., Ltd.(a) 3,733 ---------- 99,295 ---------- AUTOMOBILE MANUFACTURERS (1.7%) 1,559,400 Honda Motor Co., Ltd.(a) 50,957 75,981 Peugeot S.A.*(a) 1,355 30,037 Renault S.A.(a) 3,026 ---------- 55,338 ---------- BROADCASTING (0.7%) 112,576 Mediaset Espana Comunicacion S.A.(a) 1,290 133,846 M6 Metropole Television S.A.(a) 2,485 348,521 ProSiebenSat.1 Media AG(a) 18,298 85,114 RAI Way S.p.A.(a),(b) 460 ---------- 22,533 ---------- CABLE & SATELLITE (1.4%) 516,176 NOS SGPS S.A.(a) 3,980 2,551,207 Sky plc(a) 42,497 ---------- 46,477 ---------- CASINOS & GAMING (0.4%) 49,108 Betfair Group plc(a) 2,708 49,315 Betsson AB(a) 834 43,824 Evolution Gaming Group AB*(a),(b) 1,460 274,269 Star Entertainment Group Ltd.(a) 958 67,733 Unibet Group plc(a) 6,288 ---------- 12,248 ---------- CATALOG RETAIL (0.1%) 992,882 Home Retail Group plc(a) 1,537 ---------- COMPUTER & ELECTRONICS RETAIL (0.1%) 532,500 EDION Corp.(a) 4,247 ---------- CONSUMER ELECTRONICS (0.4%) 160,300 Foster Electric Co., Ltd.(a) 3,805 115,060 Funai Electric Co., Ltd.(a) 910 278,600 Nikon Corp.(a) 3,742 1,220,600 Pioneer Corp.*(a) 3,784 ---------- 12,241 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 17 ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- DEPARTMENT STORES (0.0%) 4,572,000 New World Department Store China Ltd.(a) $ 731 ---------- EDUCATION SERVICES (0.0%) 53,400 Benesse Holdings Inc.(a) 1,355 ---------- FOOTWEAR (0.0%) 7,176,000 Daphne International Holdings Ltd.*(a) 1,340 ---------- HOME FURNISHINGS (0.0%) 1,310,800 Man Wah Holdings Ltd.(a) 1,522 ---------- HOME IMPROVEMENT RETAIL (0.1%) 346,300 DCM Holdings Co., Ltd.(a) 2,377 ---------- HOMEBUILDING (0.5%) 241,322 Bellway plc(a) 9,508 312,209 Crest Nicholson Holdings plc(a) 2,523 274,100 Haseko Corp.(a) 3,067 20,400 Pressance Corp.(a) 705 ---------- 15,803 ---------- HOMEFURNISHING RETAIL (0.2%) 945,486 Howden Joinery Group plc(a) 7,400 ---------- INTERNET RETAIL (0.0%) 653,084 Qliro Group AB*(a) 852 ---------- LEISURE FACILITIES (0.0%) 202,000 Tokyo Dome Corp.(a) 954 ---------- MOVIES & ENTERTAINMENT (0.2%) 104,100 Avex Group Holdings, Inc.(a) 1,245 561,850 Cineworld Group plc(a) 4,616 13,043 Kinepolis Group N.V.(a) 527 ---------- 6,388 ---------- PUBLISHING (0.0%) 38,700 Proto Corp.(a) 527 ---------- RESTAURANTS (3.5%) 4,210,974 Compass Group plc(a) 73,188 107,888 Domino's Pizza Group plc(a) 1,707 61,800 Kura Corp.(a) 2,100 556,266 Yum! Brands, Inc. 40,335 ---------- 117,330 ---------- SPECIALIZED CONSUMER SERVICES (0.0%) 39,025 Dignity plc(a) 1,459 ---------- ================================================================================ 18 | USAA INTERNATIONAL FUND ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- SPECIALTY STORES (0.4%) 19,137 Grandvision N.V.(a) $ 520 148,444 JD Sports Fashion plc(a) 2,169 287,621 WH Smith plc(a) 7,516 131,500 Xebio Holdings Co., Ltd.(a) 2,508 ---------- 12,713 ---------- Total Consumer Discretionary 616,226 ---------- CONSUMER STAPLES (13.8%) ------------------------ AGRICULTURAL PRODUCTS (0.0%) 113,800 Chubu Shiryo Co., Ltd.(a) 1,016 ---------- BREWERS (0.8%) 153,059 Carlsberg A/S "B"(a) 12,992 158,386 Heineken N.V.(a) 14,072 ---------- 27,064 ---------- DISTILLERS & VINTNERS (2.8%) 1,525,688 Diageo plc(a) 43,797 434,487 Pernod Ricard S.A.(a) 49,405 ---------- 93,202 ---------- DRUG RETAIL (0.1%) 124,600 Cawachi Ltd.(a) 2,470 ---------- FOOD DISTRIBUTORS (0.1%) 54,953 MARR S.p.A.(a) 1,125 959,000 Yamatane Corp.(a) 1,559 ---------- 2,684 ---------- FOOD RETAIL (0.8%) 248,308 Greggs plc(a) 4,649 1,216,840 J Sainsbury plc(a) 4,651 36,708 Kesko Oyj "B"(a) 1,218 298,919 Loblaw Companies Ltd. 15,091 64,600 Ministop Co., Ltd.(a) 1,199 ---------- 26,808 ---------- HOUSEHOLD PRODUCTS (1.6%) 558,726 Reckitt Benckiser Group plc(a) 52,425 ---------- HYPERMARKETS & SUPER CENTERS (0.1%) 84,921 Metro AG(a) 2,831 ---------- PACKAGED FOODS & MEAT (4.6%) 105,035 Austevoll Seafood ASA(a) 649 69,952 Bakkafrost P/F(a) 1,903 27,193 Corbion N.V.(a) 648 769,950 DANONE S.A.(a) 53,888 ================================================================================ PORTFOLIO OF INVESTMENTS | 19 ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- 2,285 Emmi AG(a) $ 940 26,000 Fujicco Co., Ltd.(a) 466 68,672 La Doria S.p.A.(a) 962 148,000 Marudai Food Co., Ltd.(a) 556 366,000 Mitsui Sugar Co., Ltd.(a) 1,627 1,074,740 Nestle S.A.(a) 79,640 226,700 Nippon Suisan Kaisha Ltd.(a) 780 405,000 Nisshin Oillio Group Ltd.(a) 1,570 53,459 Salmar ASA(a) 896 24,477 Schouw & Co.(a) 1,419 332,864 Suedzucker AG(a) 6,288 53,600 Warabeya Nichiyo Co., Ltd.(a) 1,034 141,192 Wessanen N.V.(a) 1,379 ---------- 154,645 ---------- PERSONAL PRODUCTS (1.9%) 480,146 Beiersdorf AG(a) 44,702 57,583 Blackmores Ltd.(a) 7,669 59,221 L'Oreal S.A.(a) 10,477 135,686 Oriflame Holding AG*(a) 2,302 ---------- 65,150 ---------- SOFT DRINKS (0.0%) 76,898 Fevertree Drinks plc(a) 667 ---------- TOBACCO (1.0%) 901,700 Japan Tobacco, Inc.(a) 32,343 ---------- Total Consumer Staples 461,305 ---------- ENERGY (3.7%) ------------- COAL & CONSUMABLE FUELS (0.0%) 5,844,300 Harum Energy Tbk PT*(a) 292 1,284,500 Indo Tambangraya Megah Tbk PT(a) 635 ---------- 927 ---------- INTEGRATED OIL & GAS (2.3%) 1,036,883 BG Group plc(a) 16,108 1,749,603 BP plc(a) 10,152 362,728 ENI S.p.A.(a) 5,880 785,715 Gazprom PAO ADR 3,237 94,334 Lukoil PJSC ADR 3,611 390,705 Petroleo Brasileiro S.A. ADR* 1,864 123,120 Royal Dutch Shell plc "B"(a) 3,063 83,030 Statoil ASA(a) 1,280 721,713 Suncor Energy, Inc. 19,942 197,681 Total S.A.(a) 9,807 ---------- 74,944 ---------- ================================================================================ 20 | USAA INTERNATIONAL FUND ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- OIL & GAS EQUIPMENT & SERVICES (0.1%) 165,237 John Wood Group plc(a) $ 1,390 ---------- OIL & GAS EXPLORATION & PRODUCTION (1.1%) 137,900 Encana Corp. 1,148 2,898,500 INPEX Corp.(a) 28,887 249,300 Japan Petroleum Exploration Co., Ltd.(a) 6,944 170,200 Painted Pony Petroleum Ltd.* 574 21,400 Petro Rio S.A.* 11 ---------- 37,564 ---------- OIL & GAS REFINING & MARKETING (0.0%) 527,072 Saras S.p.A*(a) 1,054 ---------- OIL & GAS STORAGE & TRANSPORTATION (0.2%) 143,001 BW LPG Ltd.(a),(b) 1,232 613,766 d'Amico International Shipping S.A.*(a) 457 122,899 Euronav N.V.(a) 1,569 173,900 Ship Finance International Ltd. 3,012 ---------- 6,270 ---------- Total Energy 122,149 ---------- FINANCIALS (16.7%) ------------------ ASSET MANAGEMENT & CUSTODY BANKS (1.0%) 110,951 Anima Holding S.p.A.(a),(b) 1,018 14,888 Banca Generali S.p.A.(a) 453 596,484 Julius Baer Group Ltd.*(a) 28,483 80,342 Magellan Financial Group Ltd.(a) 1,511 427,000 Uranium Participation Corp.* 1,736 ---------- 33,201 ---------- CONSUMER FINANCE (0.3%) 186,647 Provident Financial plc(a) 10,041 ---------- DIVERSIFIED BANKS (7.1%) 204,822 Alpha Bank S.A.*(c) 508 261,931 Banca Popolare dell'Emilia Romagna SC(a) 2,011 644,510 Banco Popular Espanol(a) 2,264 7,033,676 Barclays plc(a) 23,643 105,663 BNP Paribas S.A.(a) 6,257 213,600 Dah Sing Financial Holdings Ltd.(a) 1,106 2,673,600 DBS Group Holdings Ltd.(a) 31,220 6,287,939 HSBC Holdings plc(a) 50,106 3,415,047 ING Groep N.V.(a) 46,839 1,312,296 Itau Unibanco Holding S.A. ADR 9,291 ================================================================================ PORTFOLIO OF INVESTMENTS | 21 ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- 84,205 KB Financial Group, Inc.(a) $ 2,564 253,344 KBC Groep N.V.(a) 15,111 1,022,000 Mitsubishi UFJ Financial Group, Inc.(a) 6,569 2,915,100 Mizuho Financial Group, Inc.(a) 5,890 112,948 OTP Bank plc(a) 2,329 44,224 Shinhan Financial Group Co., Ltd.(a) 1,589 106,823 Societe Generale S.A.(a) 5,091 1,671,446 Standard Chartered plc(a) 14,027 156,800 Sumitomo Mitsui Financial Group, Inc.(a) 5,989 536,874 UniCredit S.p.A.(a) 3,147 ---------- 235,551 ---------- DIVERSIFIED CAPITAL MARKETS (1.9%) 3,256,068 UBS Group AG(a) 62,380 ---------- DIVERSIFIED REAL ESTATE ACTIVITIES (0.3%) 178,323 Grand City Properties S.A.(a) 3,674 81,100 Heiwa Real Estate Co., Ltd.(a) 997 136,100 Leopalace21 Corp.*(a) 797 7,772 Mobimo Holding AG(a) 1,655 82,701 Patrizia Immobilien AG*(a) 2,057 58,900 Raysum Co., Ltd.(a) 492 50,800 Shinoken Group Co., Ltd.(a) 730 ---------- 10,402 ---------- INVESTMENT BANKING & BROKERAGE (0.1%) 120,500 Aizawa Securities Co., Ltd.(a) 733 15,063 Flow Traders N.V.(a),(b) 679 60,600 IwaiCosmo Holdings, Inc.(a) 724 195,000 Toyo Securities Co., Ltd.(a) 627 ---------- 2,763 ---------- LIFE & HEALTH INSURANCE (2.7%) 8,576,800 AIA Group Ltd.(a) 51,345 235,000 Dai-Ichi Life Insurance Co., Ltd.(a) 4,071 185,585 Delta Lloyd N.V.(a) 1,335 972,109 Prudential plc(a) 22,540 831,704 Storebrand ASA*(a) 3,062 429,700 T&D Holdings, Inc.(a) 6,028 137,119 TONGYANO Life Insurance Co., Ltd.(a) 1,531 ---------- 89,912 ---------- MULTI-LINE INSURANCE (0.2%) 128,981 Ageas(a) 5,640 ---------- ================================================================================ 22 | USAA INTERNATIONAL FUND ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- PROPERTY & CASUALTY INSURANCE (0.3%) 370,590 Admiral Group plc(a) $ 9,048 83,920 Alm. Brand A/S(a) 541 ---------- 9,589 ---------- REAL ESTATE DEVELOPMENT (0.3%) 31,799 ADLER Real Estate AG*(a) 473 53,193 Nexity S.A.(a) 2,269 176,876 St. Modwen Properties plc(a) 1,152 320,400 Tosei Corp.(a) 1,973 779,600 Wing Tai Holdings Ltd.(a) 937 2,456,200 Yanlord Land Group Ltd.(a) 1,828 ---------- 8,632 ---------- REAL ESTATE OPERATING COMPANIES (0.1%) 80,219 Dios Fastigheter AB(a) 591 106,419 Entra ASA(a),(b) 891 319,971 Sponda OYJ(a) 1,297 92,172 Wihlborgs Fastigheter AB(a) 1,817 ---------- 4,596 ---------- REAL ESTATE SERVICES (0.1%) 235,771 Savills plc(a) 3,189 ---------- REGIONAL BANKS (0.6%) 11,500 Bank of Iwate Ltd.(a) 500 425,000 Bank of Nagoya, Ltd.(a) 1,562 120,000 Eighteenth Bank Ltd.(a) 364 1,000,200 FIDEA Holdings Co., Ltd.(a) 2,308 162,000 Miyazaki Bank Ltd.(a) 536 285,000 Ogaki Kyoritsu Bank Ltd.(a) 1,175 297,000 Oita Bank Ltd.(a) 1,217 490,000 San-In Godo Bank Ltd.(a) 3,965 370,000 Shiga Bank Ltd.(a) 1,862 1,303 St. Galler Kantonalbank "A"(a) 448 398,000 Tochigi Bank Ltd.(a) 2,411 257,500 Tomony Holdings, Inc.(a) 973 1,219,000 Towa Bank Ltd.(a) 1,150 365,000 Yamanashi Chuo Bank Ltd.(a) 1,902 ---------- 20,373 ---------- REITs - DIVERSIFIED (0.4%) 3,044,287 Hibernia REIT plc(a) 4,475 4,989,300 Mapletree Greater China Commercial Trust(a) 3,250 291,911 Merlin Properties Socimi S.A.(a) 3,628 ================================================================================ PORTFOLIO OF INVESTMENTS | 23 ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- 279,151 NSI N.V.(a) $ 1,126 ---------- 12,479 ---------- REITs - OFFICE (0.1%) 95,205 Alstria Office REIT AG(a) 1,257 6,432,000 Champion REIT(a) 3,281 578,100 Frasers Commercial Trust(a) 527 ---------- 5,065 ---------- REITs - RESIDENTIAL (0.0%) 795,200 Ascott Residence Trust(a) 668 ---------- REITs - RETAIL (0.1%) 72,495 Eurocommercial Properties N.V.(a) 3,070 1,105,311 Immobiliare Grande Distribuzione SIIQ S.p.A.(a) 1,151 114,108 NewRiver Retail Ltd.(a) 600 ---------- 4,821 ---------- REITs - SPECIALIZED (0.0%) 277,038 Safestore Holdings plc(a) 1,504 ---------- SPECIALIZED FINANCE (1.0%) 20,653 Banca IFIS S.p.A.(a) 547 161,005 Bolsas Y Mercados Espanoles, SHMSF, S.A.(a) 5,637 167,317 Coface S.A.*(a) 1,636 1,184,967 Element Financial Corp.* 15,173 118,364 Euronext N.V.(a),(b) 5,884 13,500 Fuyo General Lease Co., Ltd.(a) 652 227,600 Japan Securities Finance Co.(a) 1,196 883,808 OzForex Group Ltd.(a) 2,195 ---------- 32,920 ---------- THRIFTS & MORTGAGE FINANCE (0.1%) 67,921 Deutsche Pfandbriefbank AG*(a) 785 252,017 OneSavings Bank plc(a) 1,460 ---------- 2,245 ---------- Total Financials 555,971 ---------- HEALTH CARE (12.7%) ------------------- BIOTECHNOLOGY (0.2%) 6,202 DBV Technologies S.A.*(a) 431 38,608 Genmab A/S*(a) 4,963 11,992 Grifols, S.A.(a) 568 306,388 Sinovac Biotech Ltd.* 1,636 40,620 Sirtex Medical Ltd.(a) 1,187 ---------- 8,785 ---------- ================================================================================ 24 | USAA INTERNATIONAL FUND ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- HEALTH CARE DISTRIBUTORS (0.1%) 555,660 Australian Pharmaceutical Industries Ltd.(a) $ 825 85,600 Medipal Holdings Corp.(a) 1,501 14,000 Suzuken Co., Ltd.(a) 547 ---------- 2,873 ---------- HEALTH CARE EQUIPMENT (1.5%) 87,424 Sonova Holding AG(a) 11,015 1,202,800 Terumo Corp.(a) 38,439 ---------- 49,454 ---------- HEALTH CARE FACILITIES (0.1%) 112,928 CVS Group plc(a) 1,287 21,053 Orpea(a) 1,656 ---------- 2,943 ---------- HEALTH CARE SUPPLIES (2.1%) 224,573 Advanced Medical Solutions Group plc(a) 578 220,457 Ansell Ltd.(a) 3,469 16,275 Guerbet(a) 1,049 1,428,000 Hoya Corp.(a) 57,949 608,500 Nipro Corp.(a) 6,686 ---------- 69,731 ---------- HEALTH CARE TECHNOLOGY (0.1%) 824,060 AGFA-Gevaert N.V.*(a) 4,100 ---------- LIFE SCIENCES TOOLS & SERVICES (0.2%) 53,158 Clinigen Group plc(a) 537 87,200 CMIC Holdings Co., Ltd.(a) 1,179 23,767 Lonza Group AG(a) 3,750 ---------- 5,466 ---------- PHARMACEUTICALS (8.4%) 165,501 Almirall, S.A.(a) 3,037 141,070 AstraZeneca plc(a) 9,575 623,528 Bayer AG(a) 83,204 142,800 Daiichi Sankyo Co., Ltd.(a) 2,946 76,000 Eisai Co., Ltd.(a) 4,942 2,774 Galenica AG(a) 4,049 135,524 H. Lundbeck A/S*(a) 4,116 480,155 Indivior plc(a) 1,412 52,735 Ipsen S.A.(a) 3,385 50,500 Kaken Pharmaceutical Co., Ltd.(a) 3,565 121,047 Meda AB "A"(a) 1,456 223,712 Merck KGaA(a) 22,895 ================================================================================ PORTFOLIO OF INVESTMENTS | 25 ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- 507,046 Novartis AG(a) $ 43,258 30,933 Orion Oyj "B"(a) 1,031 31,041 Recordati S.p.A.(a) 770 273,932 Roche Holding AG(a) 73,235 134,700 Takeda Pharmaceutical Co., Ltd.(a) 6,553 128,845 Valeant Pharmaceuticals International, Inc.* 11,591 252,257 Vectura Group plc*(a) 651 ---------- 281,671 ---------- Total Health Care 425,023 ---------- INDUSTRIALS (12.8%) ------------------- AEROSPACE & DEFENSE (1.1%) 37,746 Elbit Systems Ltd.(a) 3,334 106,276 MTU Aero Engines AG(a) 10,550 2,060,933 Rolls-Royce Holdings plc*(a) 18,825 48,133 Saab AB "B"(a) 1,491 51,541 Thales S.A.(a) 3,833 ---------- 38,033 ---------- AIR FREIGHT & LOGISTICS (0.1%) 1,081,061 PostNL N.V.*(a) 3,610 ---------- AIRLINES (0.5%) 2,803,958 Air New Zealand Ltd.(a) 5,025 172,578 Dart Group plc(a) 1,356 441,858 Deutsche Lufthansa AG*(a) 6,332 1,459,455 Qantas Airways Ltd.(a) 3,828 461,833 SAS AB*(a) 1,048 ---------- 17,589 ---------- BUILDING PRODUCTS (0.2%) 148,728 Compagnie de Saint-Gobain(a) 6,566 59,500 Sankyo Tateyama, Inc.(a) 835 ---------- 7,401 ---------- COMMERCIAL PRINTING (0.1%) 67,000 Nissha Printing Co., Ltd.(a) 1,404 ---------- CONSTRUCTION & ENGINEERING (0.6%) 295,957 Astaldi S.p.A.(a) 1,776 78,023 Kier Group plc(a) 1,591 178,000 Kumagai Gumi Co., Ltd.(a) 499 131,300 Meisei Industrial Co., Ltd.(a) 573 170,000 Nippon Road Co., Ltd.(a) 845 218,500 Peab AB(a) 1,667 3,663 Per Aarsleff A/S "B"(a) 1,275 ================================================================================ 26 | USAA INTERNATIONAL FUND ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- 10,349 Porr AG(a) $ 282 797,336 Raubex Group Ltd.(a) 939 451,717 Salini Impregilo S.p.A.(a) 1,955 123,100 Seikitokyu Kogyo Co., Ltd.(a) 634 1,329,000 Toa Corp.(a) 3,535 886,000 Toyo Engineering Corp.*(a) 2,487 ---------- 18,058 ---------- CONSTRUCTION MACHINERY & HEAVY TRUCKS (0.1%) 23,393 KION Group AG(a) 1,157 34,400 Takeuchi Manufacturing Co., Ltd.(a) 738 2,617,700 Yangzijiang Shipbuilding Holdings Ltd.(a) 2,034 ---------- 3,929 ---------- DIVERSIFIED SUPPORT SERVICES (0.2%) 175,952 Downer Group Ltd.(a) 458 171,979 Intrum Justitia AB(a) 5,874 ---------- 6,332 ---------- ELECTRICAL COMPONENTS & EQUIPMENT (2.4%) 50,700 Chiyoda Integre Co., Ltd.(a) 1,226 2,631,000 Furukawa Electric Co., Ltd.(a) 5,714 350,000 Iwasaki Electric Co., Ltd.(a) 774 401,521 Legrand S.A.(a) 23,603 682,990 Schneider Electric SE(a) 43,236 95,000 Togami Electric Manufacturing Co., Ltd.(a) 447 199,100 Ushio, Inc.(a) 2,927 38,810 Zumtobel Group AG(a) 846 ---------- 78,773 ---------- ENVIRONMENTAL & FACILITIES SERVICES (0.1%) 31,600 Aeon Delight Co., Ltd.(a) 980 701,814 Mitie Group plc(a) 3,371 ---------- 4,351 ---------- HIGHWAYS & RAILTRACKS (0.0%) 87,502 Autostrada Torino-Milano S.p.A.(a) 1,135 ---------- HUMAN RESOURCE & EMPLOYMENT SERVICES (1.3%) 47,924 Adecco S.A.(a) 3,273 84,700 en-japan, Inc.(a) 2,806 1,179,969 Hays plc(a) 2,616 528,195 Randstad Holding N.V.(a) 32,999 143,379 USG People N.V.(a) 2,203 ---------- 43,897 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 27 ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- INDUSTRIAL CONGLOMERATES (1.2%) 643,904 CIR S.p.A.*(a) $ 707 291,500 Hopewell Holdings Ltd.(a) 1,032 106,224 Koninklijke Philips N.V.(a) 2,902 347,000 Nisshinbo Holdings, Inc.(a) 4,083 138,224 Rheinmetall AG(a) 8,771 1,386,965 Smiths Group plc(a) 21,578 ---------- 39,073 ---------- INDUSTRIAL MACHINERY (1.6%) 65,620 Biesse S.p.A.(a) 1,035 98,599 Cargotec Oyj "B"(a) 3,618 137,700 FANUC Corp.(a) 24,547 125,200 Hisaka Works Ltd.(a) 1,023 718,000 Japan Steel Works Ltd.(a) 2,756 407,000 Kitagawa Iron Works Co., Ltd.(a) 934 16,625 Koenig & Bauer AG*(a) 566 25,669 KUKA AG(a) 2,263 469,000 Makino Milling Machine Co., Ltd.(a) 3,837 210,000 Nippon Thompson Co., Ltd.(a) 956 292,000 NTN Corp.(a) 1,375 1,561 Rational AG(a) 654 732,000 Ryobi Ltd.(a) 2,709 123,700 Sintokogio Ltd.(a) 1,072 463,000 Sumitomo Heavy Industries Ltd.(a) 2,199 542,000 Toshiba Machine Co., Ltd.(a) 1,896 ---------- 51,440 ---------- MARINE (0.7%) 108,029 Dampskibsselskabet Norden A/S*(a) 2,027 51,715 DFDS A/S(a) 1,995 637,794 Irish Continental Group plc(a) 3,595 1,883,000 Kawasaki Kisen Kaish Ltd.(a) 3,864 70,118 Kuehne & Nagel International AG(a) 9,475 7,008,000 Pacific Basin Shipping Ltd.(a) 1,814 ---------- 22,770 ---------- MARINE PORTS & SERVICES (0.0%) 77,237 Hamburger Hafen und Logistik AG(a) 1,129 ---------- OFFICE SERVICES & SUPPLIES (0.2%) 284,900 KOKUYO Co., Ltd.(a) 3,284 120,736 Regus plc(a) 632 87,200 Relia, Inc.(a) 809 ---------- 4,725 ---------- ================================================================================ 28 | USAA INTERNATIONAL FUND ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- RAILROADS (1.4%) 796,184 Canadian National Railway Co. $ 47,572 ---------- RESEARCH & CONSULTING SERVICES (0.4%) 558,183 Bureau Veritas S.A.(a) 11,491 162,157 SAI Global, Ltd.(a) 497 109,348 WS Atkins plc(a) 2,595 ---------- 14,583 ---------- SECURITY & ALARM SERVICES (0.1%) 6,763 Dorma & Kaba Holdings AG "B"(a) 4,343 ---------- TRADING COMPANIES & DISTRIBUTORS (0.5%) 155,100 Fly Leasing Ltd. ADR 2,134 81,400 Inabata & Co., Ltd.(a) 873 68,400 Kanamoto Co., Ltd.(a) 1,583 2,398,000 Kanematsu Corp.(a) 4,017 128,800 Kuroda Electric Co., Ltd.(a) 2,463 152,486 Rexel S.A.(a) 2,087 664,995 SIG plc(a) 1,395 1,205,200 Sojitz Corp.(a) 2,647 76,100 Wakita & Co., Ltd.(a) 654 ---------- 17,853 ---------- Total Industrials 428,000 ---------- INFORMATION TECHNOLOGY (9.5%) ----------------------------- APPLICATION SOFTWARE (2.0%) 194,350 Dassault Systemes S.A.(a) 15,458 61,811 Micro Focus International plc(a) 1,194 575,329 SAP SE(a) 45,311 1,217,100 Silverlake Axis Ltd.(a) 605 50,724 SimCorp A/S(a) 2,732 ---------- 65,300 ---------- COMMUNICATIONS EQUIPMENT (0.1%) 106,638 ADVA Optical Networking SE*(a) 1,330 85,500 VTech Holdings Ltd.(a) 957 ---------- 2,287 ---------- DATA PROCESSING & OUTSOURCED SERVICES (0.9%) 641,304 Amadeus IT Holding S.A. "A"(a) 25,705 595,928 Paysafe Group plc*(a) 3,223 ---------- 28,928 ---------- ELECTRONIC COMPONENTS (1.1%) 102,800 Dai-Ichi Seiko Co., Ltd.(a) 1,440 375,600 Hosiden Corp.(a) 2,126 ================================================================================ PORTFOLIO OF INVESTMENTS | 29 ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- 4,470,500 Kingboard Laminates Holdings Ltd.(a) $ 1,898 504,600 Kyocera Corp.(a) 23,337 99,200 Mitsumi Electric Co., Ltd.(a) 540 353,100 Nichicon Corp.(a) 2,940 509,000 Nippon Chemi-Con Corp.(a) 1,085 167,800 Sumida Corp.(a) 1,102 77,800 Tabuchi Electric Co., Ltd.(a) 539 96,200 Taiyo Yuden Co., Ltd.(a) 1,572 163,000 Tamura Corp.(a) 520 ---------- 37,099 ---------- ELECTRONIC EQUIPMENT & INSTRUMENTS (0.3%) 25,788 Datalogic S.p.A.(a) 479 21,693 Fingerprint Cards AB "B"*(a) 1,535 223,338 Halma plc(a) 2,901 104,383 Kudelski S.A.(a) 1,283 68,780 Mycronic AB(a) 539 156,600 Orbotech Ltd.* 3,199 1,249,267 Sensys Gatso Group AB*(a) 547 ---------- 10,483 ---------- ELECTRONIC MANUFACTURING SERVICES (0.4%) 5,625,549 Hon Hai Precision Industry Co., Ltd.(a) 14,449 ---------- HOME ENTERTAINMENT SOFTWARE (0.1%) 22,600 Nintendo Co., Ltd.(a) 3,474 ---------- INTERNET SOFTWARE & SERVICES (0.8%) 140,212 Alibaba Group Holding Ltd. ADR* 11,789 698,875 Auto Trader Group plc*(a),(b) 4,268 11,600 Criteo S.A. ADR* 473 186,400 DeNA Co., Ltd.(a) 2,938 425,500 Gree, Inc.(a) 2,076 895,611 Moneysupermarket.com Ltd. Group plc(a) 4,395 19,942 NetEnt AB(a) 1,185 70,332 Opera Software ASA(a) 438 ---------- 27,562 ---------- IT CONSULTING & OTHER SERVICES (0.7%) 73,547 Alten S.A.(a) 4,025 19,025 Devoteam S.A.(a) 648 1,115,000 Fujitsu Ltd.(a) 5,638 54,897 GFI Informatique(a) 483 142,800 ITOCHU Techno - Solutions Corp.(a) 2,952 370,100 Net One Systems Co., Ltd.(a) 2,194 61,430 Sopra Steria Group(a) 7,007 ---------- 22,947 ---------- ================================================================================ 30 | USAA INTERNATIONAL FUND ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- SEMICONDUCTOR EQUIPMENT (0.3%) 62,800 Ferrotec Corp.(a) $ 603 98,500 Mimasu Semiconductor Industry Co., Ltd.(a) 933 500,000 SCREEN Holdings Co., Ltd.(a) 3,762 182,400 Shinkawa Ltd.*(a) 886 52,200 Sumco Corp.(a) 554 140,700 Tokyo Seimitsu Co., Ltd.(a) 3,161 ---------- 9,899 ---------- SEMICONDUCTORS (1.9%) 188,291 Kontron AG*(a) 585 9,317 Melexis N.V.(a) 469 209,108 Micronas Semiconductor Holding AG(a) 953 92,300 Miraial Co., Ltd.(a) 886 49,200 ROHM Co., Ltd.(a) 2,650 527,200 Shinko Electric Industries Co., Ltd.(a) 3,633 2,340,703 Taiwan Semiconductor Manufacturing Co., Ltd. ADR 53,275 142,604 Tower Semiconductor Ltd.*(a) 2,256 ---------- 64,707 ---------- SYSTEMS SOFTWARE (0.6%) 22,500 Alpha Systems, Inc.(a) 343 118,700 AVG Technologies N.V.* 2,503 175,873 Check Point Software Technologies Ltd.* 15,352 56,100 Fuji Soft, Inc.(a) 1,252 ---------- 19,450 ---------- TECHNOLOGY DISTRIBUTORS (0.0%) 42,400 UKC Holdings Corp.(a) 917 ---------- TECHNOLOGY HARDWARE, STORAGE, & PERIPHERALS (0.3%) 159,700 Canon, Inc.(a) 4,827 711,400 Compal Electronics, Inc.(c) 1,972 46,400 Japan Digital Laboratory Co., Ltd(a) 599 107,900 Melco Holdings, Inc.(a) 1,880 ---------- 9,278 ---------- Total Information Technology 316,780 ---------- MATERIALS (8.3%) ---------------- COMMODITY CHEMICALS (0.4%) 374,000 Kureha Corp.(a) 1,467 612,000 Mitsui Chemicals, Inc.(a) 2,555 888,116 Orica Ltd.(a) 10,125 ---------- 14,147 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 31 ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- CONSTRUCTION MATERIALS (0.3%) 206,798 Buzzi Unicem S.p.A(a) $ 3,705 89,517 LafargeHolcim Ltd.(a) 4,774 37,157 Vicat S.A.(a) 2,276 ---------- 10,755 ---------- DIVERSIFIED CHEMICALS (0.5%) 1,297,000 Ishihara Sangyo Kaisha Ltd.*(a) 1,161 120,000 Mitsubishi Gas Chemical Co., Inc.(a) 651 6,717,000 Showa Denko K.K.(a) 8,849 16,350 Tessenderlo Chemie N.V.*(a) 484 2,215,000 UBE Industries, Ltd.(a) 4,720 ---------- 15,865 ---------- DIVERSIFIED METALS & MINING (0.7%) 311,679 Anglo American plc(a) 1,918 14,504,000 CST Mining Group Ltd.*(a) 185 1,481,500 Ivanhoe Mines Ltd. "A"* 732 147,500 Northern Dynasty Minerals Ltd.* 44 482,007 OZ Minerals Ltd.(a) 1,408 402,000 Pacific Metals Co., Ltd.*(a) 1,056 561,358 Rio Tinto plc(a) 18,652 ---------- 23,995 ---------- GOLD (0.4%) 194,900 Barrick Gold Corp. 1,434 418,600 Centerra Gold, Inc. 2,276 483,400 Eldorado Gold Corp. 1,479 2,258,256 Evolution Mining Ltd.(a) 1,844 58,644,000 G-Resources Group Ltd.(a) 1,188 1,052,567 Kinross Gold Corp.* 2,021 654,286 Northern Star Resources Ltd. Common Stock(a) 1,155 4,897,822 Resolute Mining Ltd.*(a) 942 1,295,297 Saracen Mineral Holdings Ltd.* 459 1,538,092 St. Barbara Ltd.* 1,129 ---------- 13,927 ---------- INDUSTRIAL GASES (2.7%) 401,200 Air Liquide S.A.(a) 48,889 238,443 Linde AG(a) 41,624 ---------- 90,513 ---------- METAL & GLASS CONTAINERS (0.0%) 324,543 Pact Group Holdings Ltd.(a) 1,112 ---------- ================================================================================ 32 | USAA INTERNATIONAL FUND ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- PAPER PACKAGING (0.1%) 3,124,000 AMVIG Holdings Ltd.(a) $ 1,416 43,429 Smurfit Kappa Group plc(a) 1,186 ---------- 2,602 ---------- PAPER PRODUCTS (0.2%) 749,472 Altrii SGPS, S.A.(a) 4,118 115,300 Nippon Paper Industries Co., Ltd.(a) 1,858 72,078 Portucel S.A.(a) 287 59,638 SEMAPA - Sociedade de Investimento e Gestao SGPS S.A.(a) 836 ---------- 7,099 ---------- PRECIOUS METALS & MINERALS (0.1%) 92,127 Anglo American Platinum Ltd.*(a) 1,272 3,117,549 Aquarius Platinum Ltd.*(a) 517 680,573 Impala Platinum Holdings Ltd.*(a) 1,490 825,274 Lonmin plc*(a) 15 ---------- 3,294 ---------- SPECIALTY CHEMICALS (2.1%) 539,323 Akzo Nobel N.V.(a) 38,324 57,700 Fujimi, Inc.(a) 742 112,600 Hitachi Chemical Co., Ltd.(a) 1,877 255,900 JSR Corp.(a) 4,032 34,500 Nitto Denko Corp.(a) 2,328 171,672 Scapa Group plc(a) 527 253,000 Shin-Etsu Chemical Co., Ltd.(a) 14,324 640,000 Sumitomo Bakelite Co., Ltd.(a) 2,685 175,271 Synthomer plc(a) 849 1,136,000 Tokuyama Corp.*(a) 2,434 ---------- 68,122 ---------- STEEL (0.8%) 147,000 Aichi Steel Corp.(a) 654 77,031 Bekaert S.A. N.V.(a) 2,178 128,700 Chubu Steel Plate Co., Ltd.(a) 553 336,857 Evraz plc*(a) 423 1,435,000 Godo Steel Ltd.(a) 2,790 130,200 Kyoei Steel Ltd.(a) 2,289 96,300 Maruichi Steel Tube Ltd.(a) 2,670 135,100 Neturen Co., Ltd.(a) 1,049 156,844 Salzgitter AG(a) 3,858 130,000 Sanyo Special Steel Co., Ltd.(a) 609 347,500 Tokyo Steel Manufacturing Co., Ltd.(a) 2,145 553,000 Topy Industries Ltd.(a) 1,323 ================================================================================ PORTFOLIO OF INVESTMENTS | 33 ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- 103,400 Yamato Kogyo Co.(a) $ 2,665 73,200 Yodogawa Steel Works Ltd.(a) 1,494 ---------- 24,700 ---------- TOTAL MATERIALS 276,131 ---------- TELECOMMUNICATION SERVICES (1.1%) --------------------------------- INTEGRATED TELECOMMUNICATION SERVICES (0.9%) 288,709 Hellenic Telecommunications Organization S.A.(a) 2,793 173,598 KT Corp.*(a) 4,487 79,864 M2 Group Ltd.(a) 644 1,615,841 Magyar Telekom Telecommunications plc*(a) 2,207 270,882 Orange S.A.(a) 4,678 3,719,050 Singapore Telecommunications Ltd.(a) 10,082 362,256 Telefonica S.A.(a) 4,453 ---------- 29,344 ---------- WIRELESS TELECOMMUNICATION SERVICES (0.2%) 85,301 Freenet AG(a) 2,872 132,270 Mobistar S.A.*(a) 2,943 1,330,500 SmarTone Telecommunications Holdings Ltd.(a) 1,989 ---------- 7,804 ---------- Total Telecommunication Services 37,148 ---------- UTILITIES (1.3%) ---------------- ELECTRIC UTILITIES (0.1%) 76,780 Elia System Operator S.A./N.V.(a) 3,441 39,300 Okinawa Electric Power Co., Inc.(a) 912 ---------- 4,353 ---------- INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (0.1%) 6,382,000 CGN Meiya Power Holdings Co., Ltd.*(a) 1,328 ---------- MULTI-UTILITIES (1.1%) 49,796 ACEA S.p.A.(a) 738 215,432 E.ON SE(a) 2,046 1,829,956 Engie(a) 31,840 677,837 Iren S.p.A.(a) 1,060 108,726 RWE AG(a) 1,251 ---------- 36,935 ---------- Total Utilities 42,616 ---------- Total Common Stocks (cost: $2,755,363) 3,281,349 ---------- ================================================================================ 34 | USAA INTERNATIONAL FUND ================================================================================ ----------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------- PREFERRED STOCKS (0.1%) MATERIALS (0.1%) ---------------- COMMODITY CHEMICALS (0.1%) 101,277 Buzzi Unicem S.p.A.(a) $ 1,134 ---------- Total Materials 1,134 ---------- Total Preferred Stocks (cost: $1,052) 1,134 ---------- RIGHTS (0.0%) FINANCIALS (0.0%) ----------------- DIVERSIFIED BANKS (0.0%) 120,381 Standard Chartered plc* 165 ---------- Total Financials 165 ---------- INDUSTRIALS (0.0%) ------------------ AEROSPACE & DEFENSE (0.0%) 191,048,489 Rolls-Royce Holdings plc*(c) 288 ---------- Total Industrials 288 ---------- MATERIALS (0.0%) ---------------- PRECIOUS METALS & MINERALS (0.0%) 37,962,604 Lonmin plc 19 ---------- Total Materials 19 ---------- Total Rights (cost: $811) 472 ---------- Total Equity Securities (cost: $2,757,226) 3,282,955 ---------- ----------------------------------------------------------------------------------------- PRINCIPAL AMOUNT COUPON (000) RATE MATURITY ----------------------------------------------------------------------------------------- MONEY MARKET INSTRUMENTS (1.1%) COMMERCIAL PAPER (0.5%) FINANCIALS (0.5%) ----------------- DIVERSIFIED BANKS (0.5%) $ 7,738 Barclays U.S. Funding, LLC(b),(d),(g) 0.12% 12/01/2015 7,738 9,773 HSBC USA, Inc.(b),(d) 0.05 12/01/2015 9,773 ---------- 17,511 ---------- Total Financials 17,511 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 35 ================================================================================ ----------------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------------------------------- MONEY MARKET FUNDS (0.6%) 20,017,686 State Street Institutional Liquid Reserves Fund Premier Class, 0.15%(e) $ 20,017 ---------- Total Money Market Instruments (cost: $37,528) 37,528 ---------- TOTAL INVESTMENTS (COST: $2,794,754) $3,320,483 ========== ----------------------------------------------------------------------------------------------------------------- UNREALIZED NUMBER OF APPRECIATION/ CONTRACTS EXPIRATION CONTRACT (DEPRECIATION) LONG/(SHORT) DATE VALUE (000) (000) ----------------------------------------------------------------------------------------------------------------- FUTURES (0.1%)(f) 30 Mini MSCI EAFE 12/18/2015 $2,616 $ (1) ====== ========== ----------------------------------------------------------------------------------------------------------------- ($ 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 ----------------------------------------------------------------------------------------------------------------- Equity Securities: Common Stocks $293,294 $2,988,055 $- $3,281,349 Preferred Stocks - 1,134 - 1,134 Rights 184 288 - 472 Money Market Instruments: Commercial Paper - 17,511 - 17,511 Money Market Funds 20,017 - - 20,017 ----------------------------------------------------------------------------------------------------------------- Total $313,495 $3,006,988 $- $3,320,483 LIABILITIES ----------------------------------------------------------------------------------------------------------------- Futures(1) $ (1) $ - $- $ (1) ----------------------------------------------------------------------------------------------------------------- (1)Futures are valued at the unrealized appreciation/(depreciation) on the investment. Refer to the Portfolio of Investments for additional industry, country, or geographic region classifications. For the period of June 1, 2015, through November 30, 2015, there were no transfers of securities between levels. The Fund's policy is to recognize any transfers into and out of the levels as of the beginning of the period in which the event or circumstance that caused the transfer occurred. ================================================================================ 36 | USAA INTERNATIONAL FUND ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------- o GENERAL NOTES Market values of securities are determined by procedures and practices discussed in Note 1A 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. o CATEGORIES AND DEFINITIONS RIGHTS - Enable the holder to buy a specified number of shares of new issues of a common stock before it is offered to the public. o PORTFOLIO ABBREVIATIONS AND DESCRIPTIONS ADR American depositary receipts are receipts issued by a U.S. bank evidencing ownership of foreign shares. Dividends are paid in U.S. dollars. REIT Real estate investment trust o SPECIFIC NOTES (a) Securities with a value of $2,986,711,000, which represented 89.6% of the Fund's net assets, were classified as Level 2 at November 30, 2015, due to the prices being adjusted to take into account significant market movements following the close of local trading. ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 37 ================================================================================ (b) 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. (c) Security was fair valued at November 30, 2015, by the Manager in accordance with valuation procedures approved by the Board. The total value of all such securities was $2,768,000, which represented 0.1% of the Fund's net assets. (d) Commercial paper issued in reliance on the "private placement" exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (Section 4(2) Commercial Paper). 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. (e) Rate represents the money market fund annualized seven-day yield at November 30, 2015. (f) Cash with a value of $117,000 is segregated as collateral for initial margin requirements on open futures contracts. (g) The security, or a portion thereof, is segregated to cover the value of open futures contracts at November 30, 2015. * Non-income-producing security. See accompanying notes to financial statements. ================================================================================ 38 | USAA INTERNATIONAL FUND ================================================================================ STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) November 30, 2015 (unaudited) -------------------------------------------------------------------------------- ASSETS Investments in securities, at market value (cost of $2,794,754) $3,320,483 Cash 117 Cash denominated in foreign currencies (identified cost of $4,318) 4,261 Receivables: Capital shares sold 5,085 USAA Asset Management Company (Note 6D) 7 Dividends and interest 9,116 Securities sold 1,511 ---------- Total assets 3,340,580 ---------- LIABILITIES Payables: Securities purchased 2,996 Capital shares redeemed 1,204 Unrealized depreciation on foreign currency contracts held, at value 11 Variation margin on futures contracts 1 Accrued management fees 2,049 Accrued transfer agent's fees 133 Other accrued expenses and payables 239 ---------- Total liabilities 6,633 ---------- Net assets applicable to capital shares outstanding $3,333,947 ========== NET ASSETS CONSIST OF: Paid-in capital $2,643,974 Accumulated undistributed net investment income 42,931 Accumulated net realized gain on investments and futures transactions 121,951 Net unrealized appreciation of investments and futures contracts 525,728 Net unrealized depreciation of foreign currency translations (637) ---------- Net assets applicable to capital shares outstanding $3,333,947 ========== Net asset value, redemption price, and offering price per share: Fund Shares (net assets of $1,863,698/64,892 shares outstanding) $ 28.72 ========== Institutional Shares (net assets of $1,463,309/51,057 shares outstanding) $ 28.66 ========== Adviser Shares (net assets of $6,940/243 shares outstanding) $ 28.56 ========== See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 39 ================================================================================ STATEMENT OF OPERATIONS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited) -------------------------------------------------------------------------------- INVESTMENT INCOME Dividends (net of foreign taxes withheld of $2,495) $ 31,371 Interest 12 -------- Total income 31,383 -------- EXPENSES Management fees 12,951 Administration and servicing fees: Fund Shares 1,411 Institutional Shares 783 Adviser Shares 5 Transfer agent's fees: Fund Shares 1,520 Institutional Shares 783 Distribution and service fees (Note 6F): Adviser Shares 9 Custody and accounting fees: Fund Shares 274 Institutional Shares 226 Adviser Shares 1 Postage: Fund Shares 68 Institutional Shares 28 Shareholder reporting fees: Fund Shares 30 Institutional Shares 3 Trustees' fees 13 Registration fees: Fund Shares 29 Institutional Shares 26 Adviser Shares 12 Professional fees 120 Other 25 -------- Total expenses 18,317 Expenses reimbursed: Adviser Shares (5) -------- Net expenses 18,312 -------- NET INVESTMENT INCOME 13,071 -------- ================================================================================ 40 | USAA INTERNATIONAL FUND ================================================================================ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY, AND FUTURES CONTRACTS Net realized gain (loss) on: Investments (net of foreign taxes withheld of $7) 28,739 Foreign currency transactions (1,280) Futures transactions 37 Change in net unrealized appreciation/(depreciation) of: Investments (303,382) Foreign currency translations (253) Futures contracts (1) --------- Net realized and unrealized loss (276,140) --------- Decrease in net assets resulting from operations $(263,069) ========= See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 41 ================================================================================ STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited), and year ended May 31, 2015 ----------------------------------------------------------------------------------------------------- 11/30/2015 5/31/2015 ----------------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income 13,071 $ 51,679 Net realized gain on investments 28,739 172,611 Net realized loss on foreign currency transactions (1,280) (674) Net realized gain on futures transactions 37 - Change in net unrealized appreciation/depreciation of: Investments (303,382) (150,239) Foreign currency translations (253) (280) Futures contracts (1) - ------------------------------ Increase (decrease) in net assets resulting from operations (263,069) 73,097 ------------------------------ DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income: Fund Shares - (30,715) Institutional Shares - (29,991) Adviser Shares - (99) ------------------------------ Total distributions of net investment income - (60,805) ------------------------------ Net realized gains: Fund Shares - (23,717) Institutional Shares - (21,727) Adviser Shares - (95) ------------------------------ Total distributions of net realized gains - (45,539) ------------------------------ Distributions to shareholders - (106,344) ------------------------------ NET INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS (NOTE 5) Fund Shares 43,343 136,320 Institutional Shares (148,333) 34,050 Adviser Shares (4) (128) ------------------------------ Total net increase (decrease) in net assets from capital share transactions (104,994) 170,242 ------------------------------ Capital contribution from USAA Transfer Agency Company - 15 ------------------------------ Net increase (decrease) in net assets (368,063) 137,010 NET ASSETS Beginning of year 3,702,010 3,565,000 ------------------------------ End of year $3,333,947 $3,702,010 ============================== Accumulated undistributed net investment income: End of year $ 42,931 $ 29,860 ============================== See accompanying notes to financial statements. ================================================================================ 42 | USAA INTERNATIONAL FUND ================================================================================ NOTES TO FINANCIAL STATEMENTS November 30, 2015 (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 54 separate funds. Additionally, the Fund qualifies as a registered investment company under Accounting Standards Codification Topic 946. The information presented in this semiannual report pertains only to the USAA International Fund (the Fund), which is classified as diversified under the 1940 Act. The Fund's investment objective is to seek capital appreciation. The Fund consists of three classes of shares: International Fund Shares (Fund Shares), International Fund Institutional Shares (Institutional Shares), and International Fund Adviser Shares (Adviser Shares). Each class of shares has equal rights to assets and earnings, except that each class bears certain class-related expenses specific to the particular class. These expenses include administration and servicing fees, transfer agent fees, postage, shareholder reporting fees, distribution and service (12b-1) fees, and certain registration and custodian fees. Expenses not attributable to a specific class, income, and realized gains or losses on investments are allocated to each class of shares based on each class's relative net assets. Each class has exclusive voting rights on matters related solely to that class and separate voting rights on matters that relate to all classes. The Institutional Shares are available for investment through a USAA discretionary managed account program, and certain advisory programs sponsored by financial intermediaries, such as brokerage firms, investment advisors, financial planners, third-party administrators, and insurance companies. Institutional Shares also are available to institutional investors, which include retirement plans, endowments, foundations, and bank trusts, as well as other persons or ================================================================================ NOTES TO FINANCIAL STATEMENTS | 43 ================================================================================ legal entities that the Fund may approve from time to time, or for purchase by a USAA fund participating in a fund-of-funds investment strategy (USAA fund-of-funds). The Adviser Shares permit investors to purchase shares through financial intermediaries, including banks, broker-dealers, insurance companies, investment advisers, plan sponsors, and financial professionals that provide various administrative and distribution services. 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), an affiliate of the Fund. Among other things, these monthly meetings include a review and analysis of back testing reports, pricing service quotation comparisons, illiquid securities and fair value determinations, pricing movements, and daily stale price monitoring. The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below: 1. Equity securities, including exchange-traded funds (ETFs), except as otherwise noted, traded primarily on a domestic securities exchange or the over-the-counter markets, are valued at the last sales price or ================================================================================ 44 | USAA INTERNATIONAL FUND ================================================================================ 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 many 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 need to be reflected in the value of the Fund's foreign securities. However, the Manager and the Fund's subadviser will monitor for events that would materially affect the value of the Fund's foreign securities. The Fund's subadviser(s) have agreed to notify the Manager of significant events they identify 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 Committee will consider such available information that it deems relevant and will determine a fair value for the affected foreign securities in accordance with valuation procedures. In addition, information from an external vendor or other sources may be used to adjust the foreign market closing prices of foreign equity securities to reflect what the Committee 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, commingled, or other funds, other than ETFs, are valued at their NAV at the end of each business day. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 45 ================================================================================ 4. Short-term debt securities with original or remaining maturities of 60 days or less may be valued at amortized cost, provided that amortized cost represents the fair value of such securities. 5. Repurchase agreements are valued at cost. 6. Futures are valued at the last sale price at the close of market on the principal exchange on which they are traded or, in the absence of any transactions that day, the last sale price on the prior trading date if it is within the spread between the closing bid and asked prices closest to the last reported sale price. 7. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with 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, other pricing services, 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, evaluation of credit quality, 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: ================================================================================ 46 | USAA INTERNATIONAL FUND ================================================================================ 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 indexes. Level 2 securities include preferred stocks and certain common stocks, which are valued based on methods discussed in Note 1A2, and commercial paper, which is valued at amortized cost. Additionally, certain rights and certain common stocks are valued using market inputs and other observable factors deemed by the Manager to appropriately reflect fair value. 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. 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, 2015, did not include master netting provisions. FUTURES CONTRACTS - The Fund is subject to equity price risk, interest rate risk, and foreign currency exchange rate risk in the normal course of ================================================================================ NOTES TO FINANCIAL STATEMENTS | 47 ================================================================================ pursuing its investment objectives. The Fund may use futures contracts to gain exposure to, or hedge against, changes in the value of equities, interest rates, or foreign currencies. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. Upon entering into such contracts, the Fund is required to deposit with the broker in either cash or securities an initial margin in an amount equal to a certain percentage of the contract amount. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Upon entering into such contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly in an unfavorable direction, in which case, the Fund may not achieve the anticipated benefits of the futures contracts. FAIR VALUES OF DERIVATIVE INSTRUMENTS AS OF NOVEMBER 30, 2015* (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 Net unrealized $- $1** appreciation of investments and futures contracts ------------------------------------------------------------------------------------------------------- *For open derivative instruments as of November 30, 2015, see the Portfolio of Investments, which also is indicative of activity for the period ended November 30, 2015. **Includes cumulative appreciation (depreciation) of futures as reported on the Portfolio of Investments. Only current day's variation margin is reported within the Statement of Assets and Liabilities. ================================================================================ 48 | USAA INTERNATIONAL FUND ================================================================================ THE EFFECT OF DERIVATIVE INSTRUMENTS ON THE STATEMENT OF OPERATIONS FOR THE SIX-MONTH PERIOD ENDED NOVEMBER 30, 2015 (IN THOUSANDS) CHANGE IN UNREALIZED DERIVATIVES NOT APPRECIATION ACCOUNTED FOR AS STATEMENT OF REALIZED GAIN (LOSS) (DEPRECIATION) HEDGING INSTRUMENTS OPERATIONS LOCATION ON DERIVATIVES ON DERIVATIVES ------------------------------------------------------------------------------------------------- Equity contracts Net realized gain (loss) $37 $(1) on futures transactions / Change in net unrealized appreciation/(depreciation) of futures contracts ------------------------------------------------------------------------------------------------- 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 on short-term securities are amortized on a straight-line basis over the life of the respective securities. Foreign income and capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable, as a reduction to such income and realized gains. These foreign taxes have been provided for in accordance with the understanding of the applicable countries' tax rules and rates. F. FOREIGN CURRENCY TRANSLATIONS - The Fund's assets may be invested in the securities of foreign issuers and may be traded in foreign currency. Since the Fund's accounting records are maintained in U.S. dollars, foreign currency amounts are translated into U.S. dollars on the following bases: 1. Purchases and sales of securities, income, and expenses at the exchange rate obtained from an independent pricing service on the respective dates of such transactions. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 49 ================================================================================ 2. Market value of securities, other assets, and liabilities at the exchange rate obtained from an independent pricing service on a daily basis. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Separately, net realized foreign currency gains/losses may arise from sales of foreign currency, currency gains/losses realized between the trade and settlement dates on security transactions, and from the difference between amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts received. At the end of the Fund's fiscal year, these net realized foreign currency gains/losses are reclassified from accumulated net realized gain/loss to accumulated undistributed net investment income on the Statement of Assets and Liabilities as such amounts are treated as ordinary income/loss for tax purposes. Net unrealized foreign currency exchange gains/losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rate. G. EXPENSES PAID INDIRECTLY - A portion of the brokerage commissions that the Fund pays may be recaptured as a credit that is tracked and used by the custodian to directly reduce expenses paid by the Fund. In addition, 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, 2015, brokerage commission recapture credits reduced the expenses of the Fund Shares, Institutional Shares, and Adviser Shares each by less than $500. For the six-month period ended November 30, 2015, there were no custodian and other bank credits. ================================================================================ 50 | USAA INTERNATIONAL FUND ================================================================================ H. 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. I. REDEMPTION FEES - Adviser Shares held in the Fund less than 60 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed or exchanged shares. All redemption fees paid will be accounted for by the Fund as an addition to paid in capital. For the six-month period ended November 30, 2015, the Adviser Shares did not charge any redemption fees. 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 9.0 basis points of the amount of the committed loan agreement. Prior to September 30, 2015, the maximum annual facility fee was 7.0 basis points of the amount of the committed loan agreement. The facility fees are allocated among the USAA Funds based on their respective average net assets for the period. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 51 ================================================================================ The USAA Funds may request an optional increase of the committed loan agreement up to $750 million. If the USAA Funds increase the committed loan agreement above the $500 million, the assessed facility fee by CAPCO will be increased to 10.0 basis points. For the six-month period ended November 30, 2015, the Fund paid CAPCO facility fees of $9,000, which represents 4.8% 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, 2015. (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, 2016, in accordance with applicable tax law. Distributions of net investment income and realized gains from security transactions not offset by capital losses are made annually in the succeeding fiscal year or as otherwise required to avoid the payment of federal taxes. At May 31, 2015, the Fund had no capital loss carryforwards, for federal income tax purposes. For the six-month period ended November 30, 2015, 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 the Fund's 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, 2015, were $1,420,054,000 and $1,523,337,000, respectively. As of November 30, 2015, the cost of securities, including short-term securities, for federal income tax purposes, was approximately the same as that reported in the financial statements. ================================================================================ 52 | USAA INTERNATIONAL FUND ================================================================================ Gross unrealized appreciation and depreciation of investments as of November 30, 2015, were $730,457,000 and $204,728,000, respectively, resulting in net unrealized appreciation of $525,729,000. (5) CAPITAL SHARE TRANSACTIONS At November 30, 2015, there were an unlimited number of shares of capital stock at no par value authorized for the Fund. Capital share transactions for the Institutional Shares resulted from purchases and sales by the affiliated USAA fund-of-funds as well as other persons or legal entities that the Fund may approve from time to time. Capital share transactions for all classes were as follows, in thousands: SIX-MONTH PERIOD ENDED YEAR ENDED NOVEMBER 30, 2015 MAY 31, 2015 ---------------------------------------------------------------------------------------------------- SHARES AMOUNT SHARES AMOUNT ------------------------------------------------------ FUND SHARES: Shares sold 5,752 $ 167,780 11,645 $ 347,623 Shares issued from reinvested dividends -* -* 1,861 53,586 Shares redeemed (4,260) (124,437) (8,871) (264,889) ------------------------------------------------------ Net increase from capital share transactions 1,492 $ 43,343 4,635 $ 136,320 ====================================================== INSTITUTIONAL SHARES: Shares sold 3,209 $ 92,960 7,935 $ 237,154 Shares issued from reinvested dividends - - 1,802 51,699 Shares redeemed (8,477) (241,293) (8,620) (254,803) ------------------------------------------------------ Net increase (decrease) from capital share transactions (5,268) $(148,333) 1,117 $ 34,050 ====================================================== ADVISER SHARES: Shares sold -* $ 13 1 $ 34 Shares issued from reinvested dividends - - -* 1 Shares redeemed* -* (17) (5) (163) ------------------------------------------------------ Net decrease from capital share transactions -* $ (4) (4) $ (128) ====================================================== *Represents less than 500 shares or $500. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 53 ================================================================================ (6) 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. 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. The Manager monitors each subadviser's performance through quantitative and qualitative analysis and periodically reports to the Board as to whether each subadviser's agreement should be renewed, terminated, or modified. The Manager also is responsible for allocating assets to the subadviser(s). The allocation for each subadviser could range from 0% to 100% of the Fund's assets, and the Manager could change the allocations without shareholder approval. The investment management fee for the Fund is comprised of a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.75% of the Fund's average net assets. The performance adjustment is calculated separately for each share class on a monthly basis by comparing each class's performance over the performance period to that of the Lipper International Funds Index. The Lipper International Funds Index tracks the total return performance of the 30 largest funds in the Lipper International Funds category. The performance period for each class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment: OVER/UNDER PERFORMANCE RELATIVE TO INDEX ANNUAL ADJUSTMENT RATE (IN BASIS POINTS)(1) (IN BASIS POINTS)(1) ----------------------------------------------------------------------- +/- 100 to 400 +/- 4 +/- 401 to 700 +/- 5 +/- 701 and greater +/- 6 (1) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant index, rounded to the nearest basis point. Average net assets of the share class are calculated over a rolling 36-month period. ================================================================================ 54 | USAA INTERNATIONAL FUND ================================================================================ Each class's annual performance adjustment rate is multiplied by the average net assets of each respective class 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, each class will pay a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper International Funds Index over that period, even if the class had overall negative returns during the performance period. For the six-month period ended November 30, 2015, the Fund incurred total management fees, paid or payable to the Manager, of $12,951,000, which included no performance adjustments for the Fund Shares and Institutional Shares, and a performance adjustment of less than $(500) and less than (0.01)% for the Adviser Shares. B. SUBADVISORY ARRANGEMENT(s) - Effective August 26, 2015, the Manager has entered into Investment Subadvisory Agreements with Wellington Management Company LLP (Wellington Management) and Lazard Asset Management (Lazard). Prior to the addition of these subadvisers, MFS Investment Management (MFS) was the only subadviser of the Fund. The Manager entered into an Investment Subadvisory Agreement with Lazard, MFS, and Wellington Management under which Lazard, MFS, and Wellington Management each direct the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by the Manager). The Manager (not the Fund) pays Lazard a subadvisory fee in the annual amount of 0.50% for assets up to $100 million, 0.45% for assets over $100 million up to $250 million, 0.40% for assets over $250 million up to $600 million, and 0.375% for assets over $600 million on the portion of the Fund's average net assets that Lazard manages. For the period of August 26, 2015, through November 30, 2015, the Manager incurred subadvisory fees with respect to the Fund, paid or payable to Lazard, of $595,000. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 55 ================================================================================ The Manager (not the Fund) pays MFS a subadvisory fee based on the aggregate average net assets in the USAA International Fund and the USAA World Growth Fund combined, in an annual amount of 0.33% on the first $2 billion of assets, 0.30% of assets over $2 billion and up to $3 billion, and 0.25% on assets over $3 billion. For the six-month period ended November 30, 2015, the Manager incurred subadvisory fees with respect to the Fund, paid or payable to MFS, of $4,252,000. The Manager (not the Fund) pays Wellington Management a subadvisory fee in the annual amount of 0.45% on the first $700 million and 0.425% on assets over $700 million of the portion of the Fund's average net assets that Wellington Management manages. For the period of August 26, 2015, through November 30, 2015, the Manager incurred subadvisory fees with respect to the Fund, paid or payable to Wellington Management, of $593,000. C. ADMINISTRATION AND SERVICING FEES - The Manager provides certain administration and servicing functions for the Fund. For such services, the Manager receives a fee accrued daily and paid monthly at an annualized rate of 0.15% of average net assets of the Fund Shares and Adviser Shares, and 0.10% of average net assets of the Institutional Shares. For the six-month period ended November 30, 2015, the Fund Shares, Institutional Shares, and Adviser Shares incurred administration and servicing fees, paid or payable to the Manager, of $1,411,000, $783,000, and $5,000, respectively. In addition to the services provided under its Administration and Servicing Agreement with the Fund, the Manager also provides certain compliance and legal services for the benefit of the Fund. The Board has approved the reimbursement of a portion of these expenses incurred by the Manager. For the six-month period ended November 30, 2015, the Fund reimbursed the Manager $43,000 for these compliance and legal services. These expenses are included in the professional fees on the Fund's Statement of Operations. D. EXPENSE LIMITATION - The Manager agreed, through October 1, 2016, to limit the total annual operating expenses of the Adviser Shares to 1.35% of its average net assets, excluding extraordinary expenses and before ================================================================================ 56 | USAA INTERNATIONAL FUND ================================================================================ reductions of any expenses paid indirectly, and to reimburse the Adviser Shares for all expenses in excess of that amount. Prior to October 1, 2015, the expense limitation was 1.40% of the Adviser Shares' net assets. This expense limitation arrangement may not be changed or terminated through October 1, 2016, 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, 2015, the Adviser Shares incurred reimbursable expenses of $5,000, of which $7,000 was receivable from the Manager. E. TRANSFER AGENT'S FEES - USAA Transfer Agency Company, d/b/a USAA Shareholder Account Services (SAS), an affiliate of the Manager, provides transfer agent services to the Fund Shares and Adviser Shares 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. Transfer agent's fees for Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of the Institutional Shares' average net assets, plus out-of-pocket expenses. For the six-month period ended November 30, 2015, the Fund Shares, Institutional Shares, and Adviser Shares incurred transfer agent's fees, paid or payable to SAS, of $1,520,000, $783,000, and less than $500, respectively. F. DISTRIBUTION AND SERVICE (12b-1) FEES - The Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the Adviser Shares. Under the plan, the Adviser Shares pay fees to USAA Investment Management Company, the distributor, for distribution and shareholder services. USAA Investment Management Company pays all or a portion of such fees to intermediaries that make the Adviser Shares available for investment by their customers. The fee is accrued daily and paid monthly at an annual rate of 0.25% of the Adviser Shares' average net assets. Adviser Shares are offered and sold without imposition of an initial sales charge or a contingent deferred sales charge. For the six-month period ended November 30, 2015, the Adviser Shares incurred distribution and service (12b-1) fees of $9,000. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 57 ================================================================================ G. 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. (7) TRANSACTIONS WITH AFFILIATES The Fund offers its Institutional Shares for investment by other USAA Funds and is one of 20 USAA mutual funds in which the affiliated USAA fund-of-funds may invest. The USAA fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control. As of November 30, 2015, the USAA fund-of-funds owned the following percentages of the total outstanding shares of the Fund: AFFILIATED USAA FUND OWNERSHIP % ------------------------------------------------------------------------------- USAA Cornerstone Conservative 0.2 USAA Cornerstone Equity 0.8 USAA Target Retirement Income 0.7 USAA Target Retirement 2020 2.0 USAA Target Retirement 2030 4.9 USAA Target Retirement 2040 6.1 USAA Target Retirement 2050 3.4 USAA Target Retirement 2060 0.2 The Manager is indirectly wholly owned by United Services Automobile Association (USAA), a large, diversified financial services institution. At November 30, 2015, USAA and its affiliates owned 240,000 shares which represent 98.7% of the Adviser Shares and 0.2% of the Fund. 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. ================================================================================ 58 | USAA INTERNATIONAL FUND ================================================================================ (8) FINANCIAL HIGHLIGHTS - FUND SHARES Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, ------------------------------------------------------------------------------- 2015 2015 2014 2013 2012 2011 ------------------------------------------------------------------------------- Net asset value at beginning of period $ 30.90 $ 31.25 $ 27.29 $ 21.59 $ 26.30 $ 19.71 ------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income .09 .38 .34(a) .32(a) .35 .29 Net realized and unrealized gain (loss) (2.27) .16 3.86(a) 5.71(a) (4.76) 6.52 ------------------------------------------------------------------------------- Total from investment operations (2.18) .54 4.20(a) 6.03(a) (4.41) 6.81 Less distributions from: Net investment income - (.50) (.24) (.33) (.30) (.22) Realized capital gains - (.39) - - - - ------------------------------------------------------------------------------- Total distributions - (.89) (.24) (.33) (.30) (.22) ------------------------------------------------------------------------------- Net asset value at end of period $ 28.72 $ 30.90 $ 31.25 $ 27.29 $ 21.59 $ 26.30 =============================================================================== Total return (%)* (7.06) 1.97 15.44 28.01 (16.71) 34.67 Net assets at end of period (000) $1,863,698 $1,958,773 $1,836,335 $1,509,000 $1,587,445 $1,840,770 Ratios to average net assets:** Expenses (%)(b) 1.11(c) 1.12 1.16 1.21 1.21 1.21 Net investment income (%) .71(c) 1.42 1.16 1.27 1.56 1.37 Portfolio turnover (%) 42 17 14 20 17 25 * 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, 2015, average net assets were $1,878,619,000. (a) Calculated using average shares. (b) Reflects total annual operating expenses of the Fund Shares before reductions of any expenses paid indirectly. The Fund Shares' expenses paid indirectly decreased the expense ratios as follows: (.00%)(+) - (.00%)(+) (.00%)(+) (.00%)(+) (.00%)(+) (+) Represents less than 0.01% of average net assets. (c) Annualized. The ratio is not necessarily indicative of 12 months of operations. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 59 ================================================================================ (8) FINANCIAL HIGHLIGHTS (CONTINUED) - INSTITUTIONAL SHARES Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, ------------------------------------------------------------------------------- 2015 2015 2014 2013 2012 2011 ------------------------------------------------------------------------------- Net asset value at beginning of period $ 30.82 $ 31.17 $ 27.23 $ 21.59 $ 26.32 $ 19.72 ------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income .13 .46 .38 .42(a) .45 .45 Net realized and unrealized gain (loss) (2.29) .12 3.85 5.65(a) (4.82) 6.45 ------------------------------------------------------------------------------- Total from investment operations (2.16) .58 4.23 6.07(a) (4.37) 6.90 ------------------------------------------------------------------------------- Less distributions from: Net investment income - (.54) (.29) (.43) (.36) (.30) Realized capital gains - (.39) - - - - ------------------------------------------------------------------------------- Total distributions - (.93) (.29) (.43) (.36) (.30) ------------------------------------------------------------------------------- Net asset value at end of period $ 28.66 $ 30.82 $ 31.17 $ 27.23 $ 21.59 $ 26.32 =============================================================================== Total return (%)* (7.01) 2.11 15.60 28.23 (16.54) 35.13 Net assets at end of period (000) $1,463,309 $1,735,756 $1,720,967 $1,235,652 $443,089 $385,203 Ratios to average net assets:** Expenses (%)(b) 1.00(d) .99 1.01 1.02 .99 .90(c) Expenses, excluding reimbursements (%)(b) 1.00(d) .99 1.01 1.02 .99 .91 Net investment income (%) .82(d) 1.53 1.33 1.65 1.94 1.91 Portfolio turnover (%) 42 17 14 20 17 25 * 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, 2015, average net assets were $1,563,014,000. (a) Calculated using average shares. (b) Reflects total annual operating expenses of the Institutional Shares before reductions of any expenses paid indirectly. The Institutional Shares' expenses paid indirectly decreased the expense ratios as follows: (.00%)(+) - (.00%)(+) (.00%)(+) (.00%)(+) (.00%)(+) (+) Represents less than 0.01% of average net assets. (c) Prior to October 1, 2010, the Manager voluntarily agreed to limit the annual expenses of the Institutional Shares to 0.87% of the Institutional Shares' average net assets. (d) Annualized. The ratio is not necessarily indicative of 12 months of operations. ================================================================================ 60 | USAA INTERNATIONAL FUND ================================================================================ (8) FINANCIAL HIGHLIGHTS (CONTINUED) - ADVISER SHARES Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, MAY 31, ---------------------------------------------------------------------------- 2015 2015 2014 2013 2012 2011*** ---------------------------------------------------------------------------- Net asset value at beginning of period $30.77 $31.13 $27.17 $21.54 $26.24 $22.17 ----------------------------------------------------------------------- Income (loss) from investment operations: Net investment income .06 .32 .25 .23 .28 .23 Net realized and unrealized gain (loss) (2.27) .12 3.84 5.69 (4.75) 4.05 ----------------------------------------------------------------------- Total from investment operations (2.21) .44 4.09 5.92 (4.47) 4.28 ----------------------------------------------------------------------- Less distributions from: Net investment income - (.41) (.13) (.29) (.23) (.21) Realized capital gains - (.39) - - - - ----------------------------------------------------------------------- Total distributions - (.80) (.13) (.29) (.23) (.21) ----------------------------------------------------------------------- Net asset value at end of period $28.56 $30.77 $31.13 $27.17 $21.54 $26.24 ======================================================================= Total return (%)* (7.18) 1.62 15.10 27.56 (17.00) 19.38 Net assets at end of period (000) $6,940 $7,481 $7,698 $6,641 $5,223 $6,361 Ratios to average net assets:** Expenses (%)(c) 1.39(b),(d) 1.44(a) 1.46 1.55 1.55 1.55(b) Expenses, excluding reimbursements (%)(c) 1.54(b) 1.51 1.46 1.68 1.76 1.90(b) Net investment income (%) .44(b) 1.07 .85 .97 1.20 1.23(b) Portfolio turnover (%) 42 17 14 20 17 25 * 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, 2015, average net assets were $7,079,000. *** Adviser Shares were initiated on August 1, 2010. (a) Prior to October 1, 2014, the Manager voluntarily agreed to reimburse the Adviser Shares for expenses in excess of 1.55% of their annual average net assets. (b) Annualized. The ratio is not necessarily indicative of 12 months of operations. (c) Reflects total annual operating expenses of the Adviser Shares 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. (d) Prior to October 1, 2015, the Manager voluntarily agreed to reimburse the Adviser Shares for expenses in excess of 1.40% of their annual average net assets. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 61 ================================================================================ EXPENSE EXAMPLE November 30, 2015 (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, distribution and service (12b-1) 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, 2015, through November 30, 2015. ACTUAL EXPENSES The line labeled "actual" under each share class 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 for your share class 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" under each share class in the table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratios for each class and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual ================================================================================ 62 | USAA INTERNATIONAL FUND ================================================================================ 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 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" 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, 2015 - JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 ---------------------------------------------------------------- FUND SHARES Actual $1,000.00 $ 929.40 $5.35 Hypothetical (5% return before expenses) 1,000.00 1,019.45 5.60 INSTITUTIONAL SHARES Actual 1,000.00 929.90 4.82 Hypothetical (5% return before expenses) 1,000.00 1,020.00 5.05 ADVISER SHARES Actual 1,000.00 928.20** 6.72** Hypothetical (5% return before expenses) 1,000.00 1,018.10** 7.03** * Expenses are equal to the annualized expense ratio of 1.11% for Fund Shares, 1.00% for Institutional Shares, and 1.39% for Adviser Shares, which are net of any reimbursements and expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/366 days (to reflect the one-half-year period). The Fund's actual ending account values are based on its actual total returns of (7.06)% for Fund Shares, (7.01)% for Institutional Shares, and (7.18)% for Adviser Shares for the six-month period of June 1, 2015, through November 30, 2015. ** The Fund's annualized expense ratio of 1.39% for Adviser Shares above reflects a change, effective October 1, 2015, of the Manager's voluntary expense limitation for the Adviser Shares from 1.40% to ================================================================================ EXPENSE EXAMPLE | 63 ================================================================================ 1.35% of the Adviser Shares' annual net assets. Had the expense limitation of 1.35% been in effect for the entire six-month period of June 1, 2015, through November 30, 2015, the values in the prior table would be as shown below. EXPENSES PAID BEGINNING ENDING DURING PERIOD ACCOUNT VALUE ACCOUNT VALUE JUNE 1, 2015 - JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 --------------------------------------------------------------- ADVISER SHARES Actual 1,000.00 928.20 6.53 Hypothetical (5% return before expenses) 1,000.00 1,018.30 6.83 ================================================================================ 64 | USAA INTERNATIONAL FUND ================================================================================ TRUSTEES Daniel S. McNamara Robert L. Mason, Ph.D. Jefferson C. Boyce Dawn M. Hawley Paul L. McNamara Barbara B. Ostdiek, Ph.D. Michael F. Reimherr -------------------------------------------------------------------------------- ADMINISTRATOR AND USAA Asset Management Company INVESTMENT ADVISER P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- UNDERWRITER AND USAA Investment Management Company DISTRIBUTOR P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- TRANSFER AGENT USAA Shareholder Account Services 9800 Fredericksburg Road San Antonio, Texas 78288 -------------------------------------------------------------------------------- CUSTODIAN AND State Street Bank and Trust Company ACCOUNTING AGENT P.O. Box 1713 Boston, Massachusetts 02105 -------------------------------------------------------------------------------- INDEPENDENT Ernst & Young LLP REGISTERED PUBLIC 100 West Houston St., Suite 1700 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) (210) 531-8722 -------------------------------------------------------------------------------- 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) or (210) 531-8722; (ii) at USAA.COM; and (iii) in summary within the Statement of Additional Information on the SEC's website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's website at HTTP://WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling (800) 531-USAA (8722) or (210) 531-8722; (ii) at USAA.COM; and (iii) on the SEC's website at HTTP://WWW.SEC.GOV. These Forms N-Q also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. ================================================================================ USAA -------------- 9800 Fredericksburg Road PRSRT STD San Antonio, TX 78288 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] [LOGO OF RECYCLE PAPER] USAA We know what it means to serve.(R) 10% ============================================================================= 23410-0116 (C)2016, USAA. All rights reserved. [LOGO OF USAA] USAA(R) [GRAPHIC OF USAA MANAGED ALLOCATION FUND] ============================================================== SEMIANNUAL REPORT USAA MANAGED ALLOCATION FUND NOVEMBER 30, 2015 ============================================================== ================================================================================ ================================================================================ PRESIDENT'S MESSAGE "A NEW YEAR IS A GREAT TIME TO REEVALUATE YOUR INVESTMENT PLAN TO HELP ENSURE YOU ARE STAYING [PHOTO OF BROOKS ENGLEHARDT] ON TRACK TOWARD YOUR FINANCIAL GOALS." -------------------------------------------------------------------------------- JANUARY 2016 The financial markets were volatile during the reporting period ended November 30, 2015, but U.S. stocks, the broad U.S. fixed-income market, and longer-term U.S. Treasury securities had experienced minimal change when the reporting period came to an end. Emerging markets stocks, in contrast, generally suffered losses, while stocks in non-U.S. developed markets also declined, though to a lesser extent. When the reporting period began in June 2015, Greece was once again in the headlines, as the country's debt problems reemerged and investors speculated about the future of the European Union. During July 2015, market turbulence increased. Worries about China's slow economic growth triggered a steep decline in the Chinese equity market, with many other emerging stock markets falling in a similar fashion. In response, the Chinese authorities surprised many investors by devaluing its currency, which added to investors' existing concerns about the health of the global economy. The result was a broad sell-off in riskier asset classes and a flight to the perceived safety of U.S. Treasury securities. Meanwhile, a divergence in global economic growth was reflected in the monetary policies being pursued by the world's central banks. Persistent economic weakness outside the United States led many central banks to cut interest rates and boost quantitative easing, resulting in low--and even negative--global interest rates. At the same time, the U.S. economy continued to grow, albeit slowly, and the Federal Reserve (the Fed) strongly signaled that it would begin to raise interest rates for the first time in seven years. As a result, shorter-term U.S. Treasury yields rose during the reporting period, while longer-term U.S. Treasury yields edged up slightly. On December 16, 2015, the Fed raised the target range for the federal funds rate from 0.25% to 0.50%. At USAA Investments, we believe it is less important when the first interest rate increase occurs than how quickly the Fed affects interest rates. We have long believed Fed policymakers are unlikely to raise interest rates rapidly because they will not want to jeopardize the U.S. economy. In addition, there appears to be no pressing reason, such as a higher rate of inflation, for them ================================================================================ ================================================================================ to do so. Therefore, the modest interest rate increase in December 2015 is consistent with our outlook. Also of note during the reporting period was the steady decline in commodities prices. What caused the drop in oil, natural gas, coal, and industrial metals prices? In our opinion, there was no single reason. Certainly, the divergence in global economic growth and central bank monetary policy created uncertainty in the world's commodities markets. But softening global demand and, in the case of energy, an increase in supply were also key factors. In addition, commodities are generally priced in U.S. dollars and the appreciation of the U.S. dollar during the reporting period dampened prices. A new year is a great time to reevaluate your investment plan to help ensure you are staying on track toward your financial goals. Investors also may want to consider making a 2016 IRA contribution. The sooner investors invest their money, the sooner it can start working for them. For assistance, please feel free to give our financial advisors a call. Looking ahead, we expect to see continued volatility--at least in the near term--in the financial markets. It's been several years since we've seen this kind of market turbulence, so the events of the reporting period are a helpful reminder that volatility is to be expected from time to time and is normal market behavior. Long-term investors should strive to make decisions based on their long-term objectives, time horizon, and risk tolerance, rather than in response to market turmoil. On behalf of all of us at USAA Investments, we wish you a happy, healthy, and prosperous year in 2016. Thank you for your continued investment in our family of mutual funds. Sincerely, /S/ BROOKS ENGLEHARDT Brooks Englehardt President USAA Investments PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. o As interest rates rise, bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. o Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. o Investments provided by USAA Investment Management Company and USAA Financial Advisors Inc., both registered broker dealers, and affiliates. ================================================================================ ================================================================================ TABLE OF CONTENTS -------------------------------------------------------------------------------- FUND OBJECTIVE 1 MANAGERS' COMMENTARY 2 INVESTMENT OVERVIEW 5 FINANCIAL INFORMATION Portfolio of Investments 8 Notes to Portfolio of Investments 11 Financial Statements 13 Notes to Financial Statements 16 EXPENSE EXAMPLE 25 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)2016, USAA. All rights reserved. 201011-0116 ================================================================================ ================================================================================ FUND OBJECTIVE THE USAA MANAGED ALLOCATION FUND (THE FUND) SEEKS TO MAXIMIZE TOTAL RETURN, CONSISTING PRIMARILY OF CAPITAL APPRECIATION. -------------------------------------------------------------------------------- TYPES OF INVESTMENTS The Fund invests primarily in U.S. and/or foreign (to include emerging markets) equity securities and fixed-income securities through investments in shares of other investment companies, including exchange-traded funds (ETFs) and real estate securities, including real estate investment trusts (REITs). Consistent with its investment strategy, the Fund may at times invest directly in U.S. and/or foreign equity securities and fixed-income securities, as well as derivatives, including futures contracts, and hedge funds.* *The Fund is not offered for sale directly to the general public and currently is available for investment through a USAA discretionary managed account program. The Fund may be offered to other persons and legal entities that USAA Asset Management Company may approve from time to time. There are no minimum initial or subsequent purchase payment amounts for investments in the Fund. 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. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election or change or revoke a prior withholding election, call (800) 531-USAA (8722) or (210) 531-8722. If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. ================================================================================ FUND OBJECTIVE | 1 ================================================================================ MANAGERS' COMMENTARY ON THE FUND USAA Asset Management Company JOHN P. TOOHEY, CFA R. MATTHEW FREUND, CFA WASIF A. LATIF ARNOLD J. ESPE, CFA -------------------------------------------------------------------------------- o HOW DID THE GLOBAL FINANCIAL MARKETS PERFORM DURING THE REPORTING PERIOD? The reporting period ended November 30, 2015, proved to be a challenging time for the world financial markets as concerns about slow global growth, China's currency devaluation, and the potential for an interest rate increase by the Federal Reserve (the Fed) combined to weigh upon investor sentiment. U.S. equities generally finished the reporting period with a negative return, but they generated returns above those of the international markets. The U.S. economy appeared to be on track to deliver growth of approximately 2% in the second half of 2015 amid strength in the housing market, employment, and consumer spending. While low compared to historical standards, this rate is nonetheless higher than the majority of the world's developed economies--a positive for U.S. stocks' relative performance during the reporting period. Within the domestic market, small-cap stocks generally underperformed large-cap stocks as investors appeared averse to risk. Developed market international stocks finished with a loss and underperformed U.S. equities which was likely due to mounting concerns about slowing economic growth in both Europe and Japan. In addition, the weakness in foreign currencies relative to the U.S. dollar translated to lower total returns for U.S.-based investors. In the investment-grade bond market, U.S. Treasuries finished relatively flat. While investors remained on edge about the possibility of the Fed ================================================================================ 2 | USAA MANAGED ALLOCATION FUND ================================================================================ increasing interest rates, bonds gained a degree of support from the backdrop of below-trend growth and low inflation. Investment-grade corporate debt lagged, due largely to a sharp increase in new-issue supply. High-yield bonds underperformed the investment-grade market by a considerable margin, as the weakness in commodity prices pressured the credit outlook for the many energy and mining issuers within the asset class. o HOW DID THE USAA MANAGED ALLOCATION FUND (THE FUND) PERFORM DURING THE REPORTING PERIOD? For the reporting period ended November 30, 2015, the Fund had a total return of -4.34%. This compares to returns of -0.21% for the S&P 500(R) Index and -0.12% for the Barclays U.S. Aggregate Bond Index. USAA Asset Management Company (the Manager) 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. This Fund is designed to provide flexibility in implementing tactical asset allocation shifts within the USAA Managed Portfolios (UMP). By using the Fund in this manner, we are able to make allocation changes more quickly and with less disruption to the UMP. The Fund primarily uses exchange-traded funds (ETFs) to implement the portfolio managers' target asset allocations since ETFs are highly liquid vehicles that allow us to apply our tactical asset allocation decisions quickly and efficiently. During the reporting period, the Fund's domestic equity allocation finished with an aggregate return that was slightly in the negative. Our large-cap allocation, which makes up the bulk of our position in domestic equities, finished just below the break-even mark. Our investments in mid- and small-cap stocks closed with losses, but these make up a much smaller weighting within the portfolio. Refer to page 6 for benchmark definitions. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 3 ================================================================================ The Fund also holds an allocation to developed-market international equities that is roughly equivalent to its weighting in the United States. Consistent with the broader market environment, this portion of the Fund--which is invested in two broad-based ETFs and one ETF that is focused on Europe--lost ground and lagged the U.S. market. The Fund holds no exposure to the emerging markets, which enabled it to sidestep the meaningful underperformance of this asset class. The portion of the Fund invested in bonds also closed the reporting period with a negative return, but it increased portfolio income and provided an element of stability when stock market volatility increased in autumn. The Fund benefited from its position in an ETF linked to intermediate-term U.S. Treasuries. However, this was offset by its allocation to investment-grade corporate and high-yield bonds, both of which lost ground during the reporting period. The market backdrop remains uncertain as we move toward 2016, with Fed policy, China's growth outlook, and geopolitical headlines all representing factors that are affecting investor sentiment. Our approach to this set of circumstances is to maintain our steady, long-term investment strategy and emphasis on diversification. We believe this balanced approach--while always important--is even more essential in an environment likely to be characterized by elevated headline risk and the potential for above-average market volatility. Thank you for your investment in the Fund. 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 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 Exchange-traded Funds (ETFs) are subject to risks similar to those of stocks. Investment returns may fluctuate and are subject to market volatility, so that an investor's shares, when redeemed or sold, may be worth more or less than their original cost. 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. ================================================================================ 4 | USAA MANAGED ALLOCATION FUND ================================================================================ INVESTMENT OVERVIEW USAA MANAGED ALLOCATION FUND (THE FUND) (Ticker Symbol: UMAFX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $1.4 Billion $1.4 Billion Net Asset Value Per Share $11.47 $11.99 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEAR SINCE INCEPTION 2/01/10 -4.34% -1.87% 4.78% 5.85% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEAR SINCE INCEPTION 2/01/10 -2.31% 3.92% 5.39% -------------------------------------------------------------------------------- EXPENSE RATIO AS OF 5/31/15** -------------------------------------------------------------------------------- 0.97% (includes acquired fund fees and expenses of 0.23%) THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratio represents the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and is calculated as a percentage of average net assets. This expense ratio may differ from the expense ratio 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. ================================================================================ INVESTMENT OVERVIEW | 5 ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] USAA MANAGED BARCLAYS U.S. AGGREGATE S&P 500 INDEX ALLOCATION FUND BOND INDEX 01/31/10 $10,000.00 $10,000.00 $10,000.00 02/28/10 10,309.77 10,200.00 10,037.34 03/31/10 10,931.91 10,420.00 10,025.00 04/30/10 11,104.50 10,490.00 10,129.36 05/31/10 10,217.80 10,140.00 10,214.60 06/30/10 9,682.92 9,980.00 10,374.78 07/31/10 10,361.33 10,600.00 10,485.46 08/31/10 9,893.58 10,230.00 10,620.38 09/30/10 10,776.53 11,100.00 10,631.70 10/31/10 11,186.57 11,250.00 10,669.56 11/30/10 11,188.00 11,030.00 10,608.23 12/31/10 11,935.71 11,257.84 10,493.84 01/31/11 12,218.61 11,226.51 10,506.05 02/28/11 12,637.20 11,372.71 10,532.33 03/31/11 12,642.23 11,508.48 10,538.15 04/30/11 13,016.63 11,780.00 10,671.92 05/31/11 12,869.29 11,832.22 10,811.19 06/30/11 12,654.77 11,759.12 10,779.54 07/31/11 12,397.44 11,915.76 10,950.59 08/31/11 11,723.99 12,030.64 11,110.58 09/30/11 10,899.81 11,592.02 11,191.40 10/31/11 12,091.08 12,239.51 11,203.42 11/30/11 12,064.36 11,988.87 11,193.70 12/31/11 12,187.77 12,051.67 11,316.73 01/31/12 12,733.97 12,534.63 11,416.10 02/29/12 13,284.61 12,770.50 11,413.48 03/31/12 13,721.79 12,579.56 11,350.94 04/30/12 13,635.66 12,646.95 11,476.78 05/31/12 12,816.15 11,984.28 11,580.63 06/30/12 13,344.20 12,377.39 11,585.17 07/31/12 13,529.54 12,523.40 11,744.96 08/31/12 13,834.27 12,703.11 11,752.64 09/30/12 14,191.77 12,927.74 11,768.82 10/31/12 13,929.72 12,916.51 11,791.96 11/30/12 14,010.53 12,961.44 11,810.57 12/31/12 14,138.23 13,242.58 11,793.75 01/31/13 14,870.52 13,383.21 11,711.27 02/28/13 15,072.39 13,277.74 11,769.97 03/31/13 15,637.65 13,359.77 11,779.37 04/30/13 15,938.94 13,523.84 11,898.56 05/31/13 16,311.78 13,266.02 11,686.26 06/30/13 16,092.73 12,832.41 11,505.49 07/31/13 16,911.60 13,160.55 11,521.22 08/31/13 16,421.81 12,855.85 11,462.33 09/30/13 16,936.79 13,230.86 11,570.84 10/31/13 17,715.34 13,594.16 11,664.39 11/30/13 18,255.19 13,676.19 11,620.72 12/31/13 18,717.34 13,780.15 11,555.05 01/31/14 18,070.21 13,422.84 11,725.78 02/28/14 18,896.81 13,875.43 11,788.13 03/31/14 19,055.65 13,994.53 11,768.05 04/30/14 19,196.51 14,089.81 11,867.35 05/31/14 19,647.13 14,280.38 12,002.47 06/30/14 20,052.99 14,447.12 12,008.67 07/31/14 19,776.45 14,197.01 11,978.55 08/31/14 20,567.60 14,482.85 12,110.79 09/30/14 20,279.17 14,006.44 12,028.56 10/31/14 20,774.49 14,137.45 12,146.79 11/30/14 21,333.22 14,197.00 12,232.96 12/31/14 21,279.48 13,967.67 12,244.43 01/31/15 20,640.69 13,967.67 12,501.17 02/28/15 21,826.94 14,465.65 12,383.64 03/31/15 21,481.76 14,319.90 12,441.12 04/30/15 21,687.83 14,538.52 12,396.49 05/31/15 21,966.72 14,562.82 12,366.63 06/30/15 21,541.49 14,247.02 12,231.77 07/31/15 21,992.81 14,380.63 12,316.82 08/31/15 20,665.90 13,688.32 12,299.10 09/30/15 20,154.55 13,360.38 12,382.29 10/31/15 21,854.67 13,991.96 12,384.41 11/30/15 21,919.67 13,931.23 12,351.67 [END CHART] Data from 1/31/10 through 11/30/2015.* The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA Managed Allocation Fund to the following benchmarks: o The unmanaged S&P 500 Index represents the weighted average performance of a group of 500 widely held, publicly traded stocks. o The Barclays U.S. Aggregate Bond Index covers the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities, and commercial mortgage-backed securities that have remaining maturities of more than one year. Past performance is no guarantee of future results, and the cumulative performance quoted does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of shares. Indexes are unmanaged and you cannot invest directly in an index. The return information for the indexes does not reflect the deduction of any fees, expenses, or taxes. *The performance of the S&P 500 Index and the Barclay U.S. Aggregate Bond Index is calculated from the end of the month, January 31, 2010, while the inception date of the Fund is February 1, 2010. There may be a slight variation of performance numbers because of this difference. ================================================================================ 6 | USAA MANAGED ALLOCATION FUND ================================================================================ o ASSET ALLOCATION - 11/30/15 o [PIE CHART OF ASSET ALLOCATION] DOMESTIC EXCHANGE-TRADED FUNDS* 33.6% FIXED-INCOME EXCHANGE-TRADED FUNDS* 30.5% INTERNATIONAL EXCHANGE-TRADED FUNDS* 32.5% MONEY MARKET INSTRUMENTS 3.5% [END CHART] *The Fund may rely on certain Securities and Exchange Commission (SEC) exemptive orders or rules that permit funds meeting various conditions to invest in an exchange-traded fund (ETF) in amounts exceeding limits set forth in the Investment Company Act of 1940, as amended, that would otherwise be applicable. Percentages are of the net assets of the Fund and may not equal 100%. You will find a complete list of securities that the Fund owns on pages 8-10. ================================================================================ INVESTMENT OVERVIEW | 7 ================================================================================ PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) ----------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) ----------------------------------------------------------------------------------------------- EQUITY SECURITIES (96.6%) EXCHANGE-TRADED FUNDS (96.6%) DOMESTIC EXCHANGE-TRADED FUNDS (33.6%) 352,600 iShares Core S&P Mid-Cap ETF $ 51,536 260,000 iShares Core S&P Small-Cap ETF 30,186 243,600 iShares Russell 2000 ETF 29,010 1,677,300 SPDR S&P 500 ETF Trust 350,036 ---------- Total Domestic Exchange-Traded Funds 460,768 ---------- FIXED-INCOME EXCHANGE-TRADED FUNDS (30.5%) 1,629,400 iShares 7-10 Year Treasury Bond ETF 173,368 525,000 iShares iBoxx High Yield Corporate Bond ETF 43,601 980,200 iShares iBoxx Investment Grade Corporate Bond ETF 113,615 2,456,700 SPDR Barclays High Yield Bond ETF 86,869 ---------- Total Fixed-Income Exchange-Traded Funds 417,453 ---------- INTERNATIONAL EXCHANGE-TRADED FUNDS (32.5%) 1,448,200 iShares Core MSCI EAFE ETF 80,868 3,169,100 iShares MSCI EAFE ETF 192,206 3,360,900 Vanguard FTSE Europe ETF 172,851 ---------- Total International Exchange-Traded Funds 445,925 ---------- Total Equity Exchange-Traded Funds (cost: $1,302,073) 1,324,146 ---------- ================================================================================ 8 | USAA MANAGED ALLOCATION FUND ================================================================================ ----------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) ----------------------------------------------------------------------------------------------- MONEY MARKET INSTRUMENTS (3.5%) COMMERCIAL PAPER (2.3%) FINANCIALS (2.3%) ----------------- ASSET-BACKED FINANCING (2.3%) $ 6,000 Gotham Funding Corp.(a),(b) 0.18% 12/03/2015 $ 6,000 12,549 Hannover Funding Co., LLC(a),(b) 0.28 12/08/2015 12,549 10,000 Manhattan Asset Funding Co., LLC 0.19 12/18/2015 9,999 2,612 Sheffield Receivable Corp.(a),(b) 0.19 12/04/2015 2,612 ---------- 31,160 ---------- Total Financials 31,160 ---------- Total Commercial Paper 31,160 ---------- ----------------------------------------------------------------------------------------------- NUMBER OF SHARES ----------------------------------------------------------------------------------------------- MONEY MARKET FUNDS (1.2%) 16,374,387 State Street Institutional Liquid Reserves Fund Premier Class, 0.15%(c) 16,374 ---------- Total Money Market Instruments (cost: $47,534) 47,534 ---------- TOTAL INVESTMENTS (COST: $1,349,607) $1,371,680 ========== ================================================================================ PORTFOLIO OF INVESTMENTS | 9 ================================================================================ ------------------------------------------------------------------------------------------------------------------ ($ 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 ------------------------------------------------------------------------------------------------------------------ Equity Securities: Exchange-Traded Funds: Domestic Exchange- Traded Funds $ 460,768 $ - $- $ 460,768 Fixed-Income Exchange- Traded Funds 417,453 - - 417,453 International Exchange- Traded Funds 445,925 - - 445,925 Money Market Instruments: Commercial Paper - 31,160 - 31,160 Money Market Funds 16,374 - - 16,374 ------------------------------------------------------------------------------------------------------------------ Total $1,340,520 $31,160 $- $1,371,680 ------------------------------------------------------------------------------------------------------------------ For the period of June 1, 2015, through November 30, 2015, there were no transfers of securities between levels. The Fund's policy is to recognize any transfers into and out of the levels as of the beginning of the period in which the event or circumstance that caused the transfer occurred. ================================================================================ 10 | USAA MANAGED ALLOCATION FUND ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------- o GENERAL NOTES Market values of securities are determined by procedures and practices discussed in Note 1A 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 32.5% of net assets at November 30, 2015. 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 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) Commercial paper issued in reliance on the "private placement" exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (Section 4(2) Commercial Paper). ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 11 ================================================================================ 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. (c) Rate represents the money market fund annualized seven-day yield at November 30, 2015. See accompanying notes to financial statements. ================================================================================ 12 | USAA MANAGED ALLOCATION FUND ================================================================================ STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) November 30, 2015 (unaudited) -------------------------------------------------------------------------------- ASSETS Investments in securities, at market value (cost of $1,349,607) $1,371,680 Receivables: Capital shares sold 602 Interest 2 ---------- Total assets 1,372,284 ---------- LIABILITIES Payables: Capital shares redeemed 577 Accrued management fees 673 Other accrued expenses and payables 118 ---------- Total liabilities 1,368 ---------- Net assets applicable to capital shares outstanding $1,370,916 ========== NET ASSETS CONSIST OF: Paid-in capital $1,318,284 Accumulated undistributed net investment income 19,079 Accumulated net realized gain on investments 11,480 Net unrealized appreciation of investments 22,073 ---------- Net assets applicable to capital shares outstanding $1,370,916 ========== Capital shares outstanding, unlimited number of shares authorized, no par value 119,521 ========== Net asset value, redemption price, and offering price per share $ 11.47 ========== See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 13 ================================================================================ STATEMENT OF OPERATIONS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited) -------------------------------------------------------------------------------- INVESTMENT INCOME Dividends $ 20,329 Interest 35 -------- Total income 20,364 -------- EXPENSES Management fees 4,099 Administration and servicing fees 342 Transfer agent's fees 342 Custody and accounting fees 69 Postage 40 Shareholder reporting fees 12 Trustees' fees 13 Registration fees 55 Professional fees 62 Other 8 -------- Total expenses 5,042 -------- NET INVESTMENT INCOME 15,322 -------- NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS Net realized loss (5,964) Change in net unrealized appreciation/(depreciation) of: Investments (70,754) -------- Net realized and unrealized loss (76,718) -------- Decrease in net assets resulting from operations $(61,396) ======== See accompanying notes to financial statements. ================================================================================ 14 | USAA MANAGED ALLOCATION FUND ================================================================================ STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited), and year ended May 31, 2015 -------------------------------------------------------------------------------------------- 11/30/2015 5/31/2015 -------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income $ 15,322 $ 26,480 Net realized gain (loss) on investments (5,964) 27,675 Change in net unrealized appreciation/(depreciation) of investments (70,754) (25,987) -------------------------- Increase (decrease) in net assets resulting from operations (61,396) 28,168 -------------------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income - (25,373) -------------------------- FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold 129,360 338,275 Reinvested dividends - 25,202 Cost of shares redeemed (95,662) (186,850) -------------------------- Increase in net assets from capital share transactions 33,698 176,627 -------------------------- Net increase (decrease) in net assets (27,698) 179,422 NET ASSETS Beginning of period 1,398,614 1,219,192 -------------------------- End of period $1,370,916 $1,398,614 -------------------------- Accumulated undistributed net investment income: End of period $ 19,079 $ 3,757 ========================== CHANGE IN SHARES OUTSTANDING Shares sold 11,183 28,496 Shares issued for dividends reinvested - 2,174 Shares redeemed (8,294) (15,761) -------------------------- Increase in shares outstanding 2,889 14,909 ========================== See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 15 ================================================================================ NOTES TO FINANCIAL STATEMENTS November 30, 2015 (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 54 separate funds. Additionally, the Fund qualifies as a registered investment company under Accounting Standards Codification Topic 946. The information presented in this semiannual report pertains only to the USAA Managed Allocation Fund (the Fund), which is classified as diversified under the 1940 Act. The Fund's investment objective is to seek to maximize total return, consisting primarily of capital appreciation. The Fund is not offered for sale directly to the general public and currently is available for investment through a USAA discretionary managed account program or other persons or legal entities that the Fund may approve from time to time. 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. ================================================================================ 16 | USAA MANAGED ALLOCATION FUND ================================================================================ 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), an affiliate of the Fund. Among other things, these monthly meetings include a review and analysis of back testing reports, pricing service quotation comparisons, illiquid securities and fair value determinations, pricing movements, and daily stale price monitoring. The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below: 1. Equity securities, including exchange-traded funds (ETFs), except as otherwise noted, traded primarily on a domestic securities exchange or the 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 many 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 need to be reflected in the value of the Fund's foreign securities. However, the Manager 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 17 ================================================================================ Committee will consider such available information that it deems relevant and will determine a fair value for the affected foreign securities in accordance with valuation procedures. In addition, information from an external vendor or other sources may be used to adjust the foreign market closing prices of foreign equity securities to reflect what the Committee 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, commingled, or other funds, other than ETFs, are valued at their NAV at the end of each business day. 4. Short-term debt securities with original or remaining maturities of 60 days or less may be valued at amortized cost, provided that amortized cost represents the fair value of such securities. 5. Repurchase agreements are valued at cost. 6. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with 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, other pricing services, or widely used quotation systems. General factors considered in determining the fair value of securities include fundamental analytical data, the nature and ================================================================================ 18 | USAA MANAGED ALLOCATION FUND ================================================================================ duration of any restrictions on disposition of the securities, evaluation of credit quality, 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 indexes. Level 2 securities include commercial paper, which is valued at amortized cost. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement, including the Manager's own assumptions in determining the fair value. The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. C. 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. D. 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 19 ================================================================================ 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. E. 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, 2015, there were no custodian and other bank credits. F. 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. G. 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). ================================================================================ 20 | USAA MANAGED ALLOCATION FUND ================================================================================ The USAA Funds that are party to the loan agreement are assessed facility fees by CAPCO in the amount of 9.0 basis points of the amount of the committed loan agreement. Prior to September 30, 2015, the maximum annual facility fee was 7.0 basis points of the amount of the committed loan agreement. The facility fees are allocated among the USAA Funds based on their respective average net assets for the period. The USAA Funds may request an optional increase of the committed loan agreement up to $750 million. If the USAA Funds increase the committed loan agreement above the $500 million, the assessed facility fee by CAPCO will be increased to 10.0 basis points. For the six-month period ended November 30, 2015, the Fund paid CAPCO facility fees of $3,000, which represents 1.9% 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, 2015. (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, 2016, in accordance with applicable tax law. Distributions of net investment income and realized gains from security transactions not offset by capital losses are made annually in the succeeding fiscal year or as otherwise required to avoid the payment of federal taxes. At May 31, 2015, the Fund had no capital loss carryforwards, for federal income tax purposes. For the six-month period ended November 30, 2015, 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 the Fund's 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. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 21 ================================================================================ (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, 2015, were $93,957,000 and $56,422,000, respectively. As of November 30, 2015, 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, 2015, were $59,252,000 and $37,179,000, respectively, resulting in net unrealized appreciation of $22,073,000. (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 six-month period ended November 30, 2015, the Fund had no subadviser(s). The Fund's management fee is accrued daily and paid monthly at an annualized rate of 0.60% of the Fund's average net assets. For the six-month period ended November 30, 2015, the Fund incurred total management fees, paid or payable to the Manager, of $4,099,000. 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 0.05% of the Fund's average net assets for the fiscal year. For the six-month period ended November 30, 2015, the Fund incurred administration and servicing fees, paid or payable to the Manager, of $342,000. ================================================================================ 22 | USAA MANAGED ALLOCATION FUND ================================================================================ In addition to the services provided under its Administration and Servicing Agreement with the Fund, the Manager also provides certain compliance and legal services for the benefit of the Fund. The Board has approved the reimbursement of a portion of these expenses incurred by the Manager. For the six-month period ended November 30, 2015, the Fund reimbursed the Manager $17,000 for these compliance and legal services. These expenses are included in the professional fees on the Fund's Statement of Operations. C. 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. The Fund's transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.05% of the Fund's average net assets for the fiscal year. For the six-month period ended November 30, 2015, the Fund incurred transfer agent's fees, paid or payable to SAS, of $342,000. D. 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 The Manager is indirectly wholly owned by United Services Automobile Association (USAA), a large, diversified financial services institution. 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 | 23 ================================================================================ (7) FINANCIAL HIGHLIGHTS Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, -------------------------------------------------------------------------------- 2015 2015 2014 2013 2012 2011 -------------------------------------------------------------------------------- Net asset value at beginning of period $ 11.99 $ 11.99 $ 11.32 $ 10.67 $ 11.33 $ 10.14 -------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income .13 .23 .20 .18 .32(a) .30(a) Net realized and unrealized gain(loss) (.65) .00(b) .66 .95 (.18)(a) 1.36(a) -------------------------------------------------------------------------------- Total from investment operations (.52) .23 .86 1.13 .14(a) 1.66(a) -------------------------------------------------------------------------------- Less distributions from: Net investment income - (.23) (.18) (.23) (.32) (.22) Realized capital gains - - (.01) (.25) (.48) (.25) -------------------------------------------------------------------------------- Total distributions - (.23) (.19) (.48) (.80) (.47) -------------------------------------------------------------------------------- Net asset value at end of period $ 11.47 $ 11.99 $ 11.99 $ 11.32 $ 10.67 $ 11.33 ================================================================================ Total return (%)* (4.34) 1.98 7.65 10.70 1.29 16.69 Net assets at end of period (000) $1,370,916 $1,398,614 $1,219,192 $714,894 $519,850 $474,503 Ratios to average net assets:** Expenses (%)(c) .74(d) .74 .73 .74 .74 .75 Net investment income (%) 2.24(d) 2.04 1.80 1.68 2.87 2.80 Portfolio turnover (%) 4 35 65 65(e) 125(e) 249 * 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, 2015, average net assets were $1,365,791,000. (a) Calculated using average shares. (b) Represents less than $0.01 per share. (c) Reflects total annual operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (.00%)(+) (.00%)(+) (+) Represents less than 0.01% of average net assets. (d) Annualized. The ratio is not necessarily indicative of 12 months of operations. (e) Reflects decreased trading activity due to asset allocation strategies. ================================================================================ 24 | USAA MANAGED ALLOCATION FUND ================================================================================ EXPENSE EXAMPLE November 30, 2015 (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, 2015, through November 30, 2015. ACTUAL EXPENSES The line labeled "actual" in the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested at the beginning of the period, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the "actual" line under the heading "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The line labeled "hypothetical" in the table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account ================================================================================ EXPENSE EXAMPLE | 25 ================================================================================ balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any direct costs, such as wire fees, redemption fees, or low balance fees. Therefore, the line labeled "hypothetical" in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these direct costs were included, your costs would have been higher. EXPENSES PAID BEGINNING ENDING DURING PERIOD* ACCOUNT VALUE ACCOUNT VALUE JUNE 1, 2015 - JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 -------------------------------------------------------------- Actual $1,000.00 $ 956.60 $3.62 Hypothetical (5% return before expenses) 1,000.00 1,021.30 3.74 *Expenses are equal to the Fund's annualized expense ratio of 0.74%, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/366 days (to reflect the one-half-year period). The Fund's actual ending account value is based on its actual total return of (4.34)% for the six-month period of June 1, 2015, through November 30, 2015. ================================================================================ 26 | USAA MANAGED ALLOCATION FUND ================================================================================ TRUSTEES Daniel S. McNamara Robert L. Mason, Ph.D. Jefferson C. Boyce Dawn M. Hawley Paul L. McNamara Barbara B. Ostdiek, Ph.D. Michael F. Reimherr -------------------------------------------------------------------------------- ADMINISTRATOR AND USAA Asset Management Company INVESTMENT ADVISER P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- UNDERWRITER AND USAA Investment Management Company DISTRIBUTOR P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- TRANSFER AGENT USAA Shareholder Account Services 9800 Fredericksburg Road San Antonio, Texas 78288 -------------------------------------------------------------------------------- CUSTODIAN AND State Street Bank and Trust Company ACCOUNTING AGENT P.O. Box 1713 Boston, Massachusetts 02105 -------------------------------------------------------------------------------- INDEPENDENT Ernst & Young LLP REGISTERED PUBLIC 100 West Houston St., Suite 1700 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) (210) 531-8722 -------------------------------------------------------------------------------- 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) or (210) 531-8722; (ii) at USAA.COM; and (iii) in summary within the Statement of Additional Information on the SEC's website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's website at HTTP://WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling (800) 531-USAA (8722) or (210) 531-8722; (ii) at USAA.COM; and (iii) on the SEC's website at HTTP://WWW.SEC.GOV. These Forms N-Q also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. ================================================================================ USAA 9800 Fredericksburg Road -------------- San Antonio, TX 78288 PRSRT STD U.S. Postage PAID USAA -------------- >> SAVE PAPER AND FUND COSTS Under MY PROFILE on USAA.COM select MANAGE PREFERENCES Set your DOCUMENT PREFERENCES to USAA DOCUMENTS ONLINE. [LOGO OF USAA] USAA We know what it means to serve.(R) ============================================================================= 93924-0116 (C)2016, USAA. All rights reserved. [LOGO OF USAA] USAA(R) [GRAPHIC OF USAA PRECIOUS METALS AND MINERALS FUND] ============================================================== SEMIANNUAL REPORT USAA PRECIOUS METALS AND MINERALS FUND FUND SHARES o INSTITUTIONAL SHARES o ADVISER SHARES NOVEMBER 30, 2015 ============================================================== ================================================================================ ================================================================================ PRESIDENT'S MESSAGE "A NEW YEAR IS A GREAT TIME TO REEVALUATE YOUR INVESTMENT PLAN TO HELP ENSURE YOU ARE STAYING [PHOTO OF BROOKS ENGLEHARDT] ON TRACK TOWARD YOUR FINANCIAL GOALS." -------------------------------------------------------------------------------- JANUARY 2016 The financial markets were volatile during the reporting period ended November 30, 2015, but U.S. stocks, the broad U.S. fixed-income market, and longer-term U.S. Treasury securities had experienced minimal change when the reporting period came to an end. Emerging markets stocks, in contrast, generally suffered losses, while stocks in non-U.S. developed markets also declined, though to a lesser extent. When the reporting period began in June 2015, Greece was once again in the headlines, as the country's debt problems reemerged and investors speculated about the future of the European Union. During July 2015, market turbulence increased. Worries about China's slow economic growth triggered a steep decline in the Chinese equity market, with many other emerging stock markets falling in a similar fashion. In response, the Chinese authorities surprised many investors by devaluing its currency, which added to investors' existing concerns about the health of the global economy. The result was a broad sell-off in riskier asset classes and a flight to the perceived safety of U.S. Treasury securities. Meanwhile, a divergence in global economic growth was reflected in the monetary policies being pursued by the world's central banks. Persistent economic weakness outside the United States led many central banks to cut interest rates and boost quantitative easing, resulting in low--and even negative--global interest rates. At the same time, the U.S. economy continued to grow, albeit slowly, and the Federal Reserve (the Fed) strongly signaled that it would begin to raise interest rates for the first time in seven years. As a result, shorter-term U.S. Treasury yields rose during the reporting period, while longer-term U.S. Treasury yields edged up slightly. On December 16, 2015, the Fed raised the target range for the federal funds rate from 0.25% to 0.50%. At USAA Investments, we believe it is less important when the first interest rate increase occurs than how quickly the Fed affects interest rates. We have long believed Fed policymakers are unlikely to raise interest rates rapidly because they will not want to jeopardize the U.S. economy. In addition, there appears to be no pressing reason, such as a higher rate of inflation, for them ================================================================================ ================================================================================ to do so. Therefore, the modest interest rate increase in December 2015 is consistent with our outlook. Also of note during the reporting period was the steady decline in commodities prices. What caused the drop in oil, natural gas, coal, and industrial metals prices? In our opinion, there was no single reason. Certainly, the divergence in global economic growth and central bank monetary policy created uncertainty in the world's commodities markets. But softening global demand and, in the case of energy, an increase in supply were also key factors. In addition, commodities are generally priced in U.S. dollars and the appreciation of the U.S. dollar during the reporting period dampened prices. A new year is a great time to reevaluate your investment plan to help ensure you are staying on track toward your financial goals. Investors also may want to consider making a 2016 IRA contribution. The sooner investors invest their money, the sooner it can start working for them. For assistance, please feel free to give our financial advisors a call. Looking ahead, we expect to see continued volatility--at least in the near term--in the financial markets. It's been several years since we've seen this kind of market turbulence, so the events of the reporting period are a helpful reminder that volatility is to be expected from time to time and is normal market behavior. Long-term investors should strive to make decisions based on their long-term objectives, time horizon, and risk tolerance, rather than in response to market turmoil. On behalf of all of us at USAA Investments, we wish you a happy, healthy, and prosperous year in 2016. Thank you for your continued investment in our family of mutual funds. Sincerely, /S/ BROOKS ENGLEHARDT Brooks Englehardt President USAA Investments PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. o As interest rates rise, bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. o Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. o Investments provided by USAA Investment Management Company and USAA Financial Advisors Inc., both registered broker dealers, and affiliates. ================================================================================ ================================================================================ TABLE OF CONTENTS ------------------------------------------------------------------------------- FUND OBJECTIVE 1 MANAGER'S COMMENTARY 2 INVESTMENT OVERVIEW 6 FINANCIAL INFORMATION Portfolio of Investments 14 Notes to Portfolio of Investments 17 Financial Statements 19 Notes to Financial Statements 22 EXPENSE EXAMPLE 39 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)2016, USAA. All rights reserved. 200996-0116 ================================================================================ ================================================================================ FUND OBJECTIVE THE USAA PRECIOUS METALS AND MINERALS FUND (THE FUND) SEEKS LONG-TERM CAPITAL APPRECIATION AND TO PROTECT THE PURCHASING POWER OF YOUR CAPITAL AGAINST INFLATION. -------------------------------------------------------------------------------- TYPES OF INVESTMENTS The Fund normally invests at least 80% of its assets in equity securities of domestic and foreign companies (including those located in emerging markets) principally engaged in the exploration, mining, or processing of gold and other precious metals and minerals, such as platinum, silver, and diamonds. This 80% policy may be changed upon at least 60 days' written notice to shareholders. 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. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election or change or revoke a prior withholding election, call (800) 531-USAA (8722) or (210) 531-8722. If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. ================================================================================ FUND OBJECTIVE | 1 ================================================================================ MANAGER'S COMMENTARY ON THE FUND DAN DENBOW, CFA [PHOTO OF DAN DENBOW] USAA Asset Management Company -------------------------------------------------------------------------------- o PLEASE REVIEW THE PERFORMANCE OF GOLD AND GOLD STOCKS OVER THE REPORTING PERIOD. The price of gold declined over the reporting period ended November 30, 2015, against a continued poor backdrop for commodities overall. Gold opened the reporting period at $1,191 an ounce and topped out early in the reporting period, reaching a high of $1,202 an ounce on June 18, 2015. The summer saw a disturbance in prices for gold and other commodities on concerns over weakening China growth, highlighted by a devaluation of the Chinese currency, the renminbi, in August 2015 that raised fears of a potential global currency war. In late September and early October 2015, gold experienced something of a rally as the Federal Reserve (the Fed) signaled that it was in no hurry to begin an interest rate increase cycle given the deterioration in economic conditions globally. Higher U.S. interest rates would tend to support further strengthening in the U.S. dollar, which is generally a bearish development for gold. However, the relief for gold was short-lived, as U.S. employment numbers continued to improve and the market began to anticipate the Fed's December 2015 meeting. Gold hit a low of $1,057 an ounce on November 27, 2015 and closed the reporting period at $1,064 an ounce, for a decline of 10.6%. Silver and platinum prices declined 15.9% and 25.3%, respectively. As is typically the case, declines for gold mining stocks were much steeper than for the metal, as reflected in the drop of nearly 30% in the NYSE ================================================================================ 2 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ Arca Gold Miners Index. Junior producers, which are normally more vulnerable to lower gold prices and tighter financing conditions, actually modestly outperformed their senior counterparts, as some junior miners showed good progress on new development projects. o HOW DID THE USAA PRECIOUS METALS AND MINERALS FUND (THE FUND) PERFORM DURING THE REPORTING PERIOD? The Fund has three share classes: Fund Shares, Institutional Shares, and Adviser Shares. For the reporting period ended November 30, 2015, the Fund Shares, Institutional Shares, and Adviser Shares had a total return of -29.28%, -29.24%, and -29.33%, respectively. This compares to a total return of -0.21% for the S&P 500(R) Index, -29.82% for the NYSE Arca Gold Miners (GDM) Index, and -26.38% for the Lipper Precious Metals Equity Funds Index. USAA Asset Management Company (the Manager) is the Fund's investment adviser. The investment adviser provides day-to-day discretionary management for the Fund's assets. o PLEASE DISCUSS THE PRINCIPAL FACTORS IN THE FUND'S PERFORMANCE FOR THE REPORTING PERIOD. At the end of November 2015, the Fund held approximately 82% of assets in gold stocks, and the Fund's absolute performance reflects the overall negative returns for the sector. In terms of specific company weightings that helped performance on a relative basis, shares of Australian miner St. Barbara Ltd. outperformed expectations. The company has delivered a performance turnaround at its mining operations, and the weakening of the Australian dollar has meant that the price of gold in local currency terms has actually been rising. Australia-based OceanaGold Corp. (Oceana) also outperformed for the reporting period. Oceana shares Refer to page 8 for benchmark definitions. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. ================================================================================ MANAGER'S COMMENTARY ON THE FUND | 3 ================================================================================ benefited during the reporting period as a recent mine acquisition in New Zealand began to add to the company's results. In addition, Oceana is in the process of developing a mine in South Carolina that promises to impact results favorably in coming years. On the downside, selection within the royalty segment detracted from performance on a relative basis. Royalty-based companies provide financing to miners in exchange for a percentage of future production. The Fund has a significant allocation to this segment as we prefer the risk/reward profile overall. In particular, the Fund's exposure to Silver Wheaton Corp., whose shares were negatively impacted by a tax dispute with the Canada Revenue Agency and to Royal Gold, Inc., which has seen its results suffer from copper exposure as that metal has hit multi-year lows detracted from the Fund's performance during the reporting period. The Fund did not hold shares in the more diversified Franco-Nevada Corp., which held up better over the reporting period. Outside of the royalty segment, Alamos Gold, Inc. "A" was a leading detractor, as the company has been challenged to integrate a large acquisition. We are maintaining the position as we find the stock attractive at current levels and believe the merger will over time have a favorable impact on results. Finally, Dundee Precious Metals, Inc. continued to see its shares suffer from operational issues, most notably the failure to meet expectations for expanded production from its Namibian smelter. We believe the company's long-term cash flow outlook is attractive and will eventually be rewarded by investors. The Fund will typically have modest exposure to silver and platinum stocks. We added to the Fund's silver exposure in past quarters as weaker share prices improved relative valuations for silver miners. At the end of the reporting period, the Fund's weighting to silver was approximately 15%. We had previously reduced the Fund's exposure to platinum mining stocks, as the challenging labor environment in South Africa led to concerns about production costs for platinum. In addition, platinum demand is driven in significant part by automobile production levels, which have slowed notably in China. The recent scandal involving Volkswagen has further impacted the demand outlook for platinum, as ================================================================================ 4 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ the metal is used extensively in diesel engines. At the end of the reporting period the Fund held just 1% in platinum miners. Looking ahead, we would not be surprised to see sentiment with respect to gold sector improve once the uncertainty around the Fed's interest rate increase cycle is removed. In addition, there are multiple areas of heightened geopolitical concern with the potential to increase the attraction of gold as a "safe haven" investment. Gold miners have made significant strides in controlling costs and in aggregate are well-positioned to benefit from any strengthening in gold prices. As always, the primary purpose of maintaining exposure to gold should be to help diversify investor portfolios. Thank you for your continued confidence and investment in the Fund. The USAA Precious Metals and Minerals Fund may be subject to stock market risk and is non-diversified which means that it may invest a greater percentage of its assets in a single issuer. Individual stocks will fluctuate in response to the activities of individual companies, general market, and economic conditions domestically and abroad. When redeemed or sold, may be worth more or less than the original cost. o The USAA Precious Metals and Minerals Fund is subject to additional risks, such as currency fluctuation, market illiquidity, political instability, and increased price volatility. It may be more volatile than a fund that diversifies across many industries and companies. ================================================================================ MANAGER'S COMMENTARY ON THE FUND | 5 ================================================================================ INVESTMENT OVERVIEW USAA PRECIOUS METALS AND MINERALS FUND SHARES (FUND SHARES) (Ticker Symbol: USAGX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $412.1 Million $573.5 Million Net Asset Value Per Share $8.67 $12.26 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEARS 10 YEARS -29.28% -26.21% -24.56% -1.84% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEARS 10 YEARS -26.53% -25.29% -3.11% -------------------------------------------------------------------------------- EXPENSE RATIO AS OF 5/31/15** -------------------------------------------------------------------------------- 1.25% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratio represents the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and is calculated as a percentage of average net assets. This expense ratio may differ from the expense ratio 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. ================================================================================ 6 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] USAA PRECIOUS METALS LIPPER PRECIOUS NYSE ARCA AND MINERALS METALS EQUITY GOLD MINERS S&P 500 INDEX FUND SHARES FUNDS INDEX (GDM) INDEX 11/30/05 $10,000.00 $10,000.00 $10,000.00 $10,000.00 12/31/05 10,003.43 11,385.30 11,095.02 11,274.12 01/31/06 10,268.35 13,229.10 13,180.86 13,572.99 02/28/06 10,296.21 12,600.16 12,315.76 12,249.39 03/31/06 10,424.38 14,030.04 13,534.61 13,344.06 04/30/06 10,564.35 15,777.08 15,170.26 15,024.44 05/31/06 10,260.29 14,390.20 13,860.38 13,354.17 06/30/06 10,274.20 14,535.34 13,777.76 13,361.93 07/31/06 10,337.58 14,567.59 13,784.20 13,377.90 08/31/06 10,583.54 15,304.04 14,249.40 14,014.42 09/30/06 10,856.28 13,841.90 12,961.83 12,335.49 10/31/06 11,210.04 14,917.00 13,929.08 13,137.55 11/30/06 11,423.21 16,653.29 15,298.96 14,499.54 12/31/06 11,583.46 16,303.10 14,970.69 13,860.36 01/31/07 11,758.64 16,438.08 14,876.52 13,750.79 02/28/07 11,528.65 16,772.59 15,168.07 13,907.29 03/31/07 11,657.60 16,825.41 15,314.47 13,729.79 04/30/07 12,173.97 16,831.28 15,596.55 13,805.22 05/31/07 12,598.79 16,936.91 15,675.89 13,649.79 06/30/07 12,389.48 16,661.09 15,463.74 13,205.78 07/31/07 12,005.35 16,948.65 15,857.35 13,962.84 08/31/07 12,185.31 16,314.84 14,950.52 13,091.69 09/30/07 12,641.02 19,736.26 18,104.80 15,737.42 10/31/07 12,842.10 22,518.00 20,362.59 17,616.06 11/30/07 12,305.22 20,164.67 18,377.77 16,160.02 12/31/07 12,219.85 20,815.40 18,637.31 16,296.06 01/31/08 11,486.88 22,652.43 19,919.64 17,803.07 02/29/08 11,113.72 24,623.88 21,625.00 18,849.80 03/31/08 11,065.73 22,588.42 19,684.50 16,997.52 04/30/08 11,604.67 21,141.84 18,585.66 15,492.63 05/31/08 11,754.98 22,735.64 19,839.99 16,411.27 06/30/08 10,763.99 23,574.15 20,189.91 17,211.97 07/31/08 10,673.51 20,994.63 17,771.79 15,482.34 08/31/08 10,827.90 18,600.73 15,712.43 13,374.11 09/30/08 9,863.05 16,418.05 13,774.11 12,011.96 10/31/08 8,206.57 9,729.22 8,533.81 7,422.31 11/30/08 7,617.71 12,014.30 10,040.66 9,473.32 12/31/08 7,698.77 15,699.88 12,563.45 11,999.46 01/31/09 7,049.87 15,537.49 12,591.72 12,141.64 02/28/09 6,299.21 15,633.45 12,555.67 11,847.81 03/31/09 6,850.99 17,737.10 14,079.99 13,186.10 04/30/09 7,506.70 16,511.81 13,268.59 11,741.95 05/31/09 7,926.57 21,767.25 17,235.87 15,783.71 06/30/09 7,942.29 18,910.71 15,301.16 13,498.23 07/31/09 8,543.03 20,327.91 16,358.38 14,207.80 08/31/09 8,851.47 20,475.53 16,504.35 14,108.69 09/30/09 9,181.76 23,081.11 18,553.79 16,167.29 10/31/09 9,011.19 22,283.94 17,950.87 15,171.63 11/30/09 9,551.71 26,565.05 21,274.51 18,237.83 12/31/09 9,736.21 25,498.01 20,089.40 16,555.44 01/31/10 9,385.96 22,955.71 18,185.05 14,606.37 02/28/10 9,676.71 24,560.59 19,455.17 15,769.71 03/31/10 10,260.65 25,243.03 20,262.11 15,915.80 04/30/10 10,422.64 28,407.79 22,448.37 18,185.55 05/31/10 9,590.39 27,650.35 21,690.27 17,871.27 06/30/10 9,088.35 28,265.30 22,234.33 18,706.32 07/31/10 9,725.10 27,402.87 21,768.61 17,385.45 08/31/10 9,286.07 30,177.65 23,812.65 19,289.98 09/30/10 10,114.80 32,412.48 25,719.13 20,186.80 10/31/10 10,499.66 32,742.45 26,714.23 20,627.06 11/30/10 10,501.01 33,987.35 27,709.88 21,456.35 12/31/10 11,202.81 35,678.08 29,152.51 22,308.49 01/31/11 11,468.33 31,127.85 25,907.86 19,587.74 02/28/11 11,861.23 33,706.59 28,311.91 21,739.13 03/31/11 11,865.94 34,047.65 28,596.49 21,870.06 04/30/11 12,217.36 36,027.45 29,854.84 22,626.66 05/31/11 12,079.06 33,731.55 28,102.43 21,138.41 06/30/11 11,877.71 32,467.13 26,643.41 19,888.33 07/31/11 11,636.18 33,997.74 27,956.09 20,723.66 08/31/11 11,004.09 36,759.48 29,653.55 22,871.43 09/30/11 10,230.51 31,693.51 24,933.36 20,098.96 10/31/11 11,348.63 33,423.76 26,979.34 21,445.75 11/30/11 11,323.55 33,481.99 27,101.00 22,019.27 12/31/11 11,439.38 28,714.93 23,526.27 18,856.65 01/31/12 11,952.05 31,990.01 26,308.13 20,689.51 02/29/12 12,468.88 31,145.72 25,857.77 20,297.20 03/31/12 12,879.22 28,046.92 23,095.82 18,175.53 04/30/12 12,798.38 26,692.36 21,938.27 17,011.08 05/31/12 12,029.18 23,936.84 19,679.87 16,074.38 06/30/12 12,524.81 24,345.06 19,997.89 16,460.23 07/31/12 12,698.77 23,500.78 19,632.84 15,761.35 08/31/12 12,984.78 25,931.58 21,555.35 17,643.58 09/30/12 13,320.33 29,484.99 24,297.08 19,762.84 10/31/12 13,074.38 28,807.71 23,743.89 19,478.97 11/30/12 13,150.23 26,005.80 21,746.94 17,532.26 12/31/12 13,270.09 25,309.01 21,197.72 17,260.33 01/31/13 13,957.41 23,082.80 19,643.26 15,494.26 02/28/13 14,146.88 20,450.96 17,583.59 13,952.16 03/31/13 14,677.44 20,649.06 17,555.90 14,138.60 04/30/13 14,960.22 16,790.92 14,593.46 11,330.53 05/31/13 15,310.17 15,743.84 14,012.37 11,034.73 06/30/13 15,104.57 13,112.01 11,615.43 9,152.76 07/31/13 15,873.15 14,772.24 12,912.04 10,086.59 08/31/13 15,413.44 16,007.97 13,882.00 10,519.62 09/30/13 15,896.80 14,536.41 12,744.61 9,396.12 10/31/13 16,627.54 14,574.14 12,753.42 9,419.84 11/30/13 17,134.25 12,838.45 11,363.15 8,330.91 12/31/13 17,568.02 12,321.34 11,056.22 8,007.97 01/31/14 16,960.62 13,540.25 12,069.79 8,872.32 02/28/14 17,736.46 15,354.44 13,466.55 9,801.58 03/31/14 17,885.55 14,078.84 12,413.95 8,956.93 04/30/14 18,017.76 14,475.69 12,743.64 9,165.56 05/31/14 18,440.71 13,341.82 12,031.69 8,523.04 06/30/14 18,821.65 16,006.41 14,111.22 10,034.14 07/31/14 18,562.09 15,581.21 13,801.24 9,864.76 08/31/14 19,304.66 16,119.80 14,037.09 10,152.96 09/30/14 19,033.94 12,992.21 11,497.28 8,145.26 10/31/14 19,498.85 10,705.59 9,614.15 6,650.11 11/30/14 20,023.26 11,253.62 10,076.28 7,044.10 12/31/14 19,972.82 11,302.15 10,128.74 7,071.08 01/31/15 19,373.25 12,978.31 11,393.45 8,510.41 02/28/15 20,486.66 12,413.20 11,049.97 8,154.66 03/31/15 20,162.68 10,842.40 9,732.24 7,031.28 04/30/15 20,356.10 11,972.61 10,616.99 7,753.51 05/31/15 20,617.87 11,742.74 10,479.47 7,531.93 06/30/15 20,218.75 10,823.24 9,710.93 6,827.73 07/31/15 20,642.35 8,495.77 7,940.41 5,299.91 08/31/15 19,396.92 8,783.11 8,140.79 5,410.60 09/30/15 18,916.97 8,476.61 7,857.12 5,288.18 10/31/15 20,512.70 9,147.08 8,417.09 5,776.40 11/30/15 20,573.70 8,304.20 7,714.92 5,286.27 [END CHART] Data from 11/30/05 through 11/30/15. 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, except that the Lipper Precious Metals Equity Funds Index reflects the fees and expenses of the underlying funds included in the index. ================================================================================ INVESTMENT OVERVIEW | 7 ================================================================================ The graph on page 7 illustrates the comparison of a $10,000 hypothetical investment in the USAA Precious Metals and Minerals Fund Shares to the following benchmarks: o The unmanaged S&P 500 Index represents the weighted average performance of a group of 500 widely held, publicly traded stocks. o The unmanaged Lipper Precious Metals Equity Funds Index tracks the total return performance of the 10 largest funds within the Lipper Precious Metals Equity Funds category. o The NYSE Arca Gold Miners (GDM) Index is a modified market capitalization weighted index comprised of publicly traded companies involved primarily in the mining for gold and silver. ================================================================================ 8 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ USAA PRECIOUS METALS AND MINERALS FUND INSTITUTIONAL SHARES (INSTITUTIONAL SHARES) (Ticker Symbol: UIPMX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $103.9 Million $161.6 Million Net Asset Value Per Share $8.71 $12.31 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEARS SINCE INCEPTION 8/01/08 -29.24% -26.02% -24.39% -11.24% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEARS SINCE INCEPTION 8/01/08 -26.29% -25.11% -11.10% -------------------------------------------------------------------------------- EXPENSE RATIO AS OF 5/31/15** -------------------------------------------------------------------------------- 0.99% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratio represents the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and is calculated as a percentage of average net assets. The expense ratio may differ from the expense ratio 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. The Institutional Shares are available for investment through a USAA discretionary managed account program, and certain advisory programs sponsored by financial intermediaries, such as brokerage firms, investment advisors, financial planners, third-party administrators, and insurance companies. Institutional Shares also are available to institutional investors, which include retirement plans, endowments, foundations, and bank trusts, as well as other persons or legal entities that the Fund may approve from time to time, or for purchase by a USAA fund participating in a fund-of-funds investment strategy (USAA fund-of-funds). ================================================================================ INVESTMENT OVERVIEW | 9 ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] USAA PRECIOUS LIPPER PRECIOUS METALS AND MINERALS NYSE ARCA METALS EQUITY FUND INSTITUTIONAL GOLD MINERS S&P 500 INDEX FUNDS INDEX SHARES (GDM) INDEX 07/31/08 $10,000.00 $10,000.00 $10,000.00 $10,000.00 08/31/08 10,144.65 8,841.22 9,184.58 8,638.30 09/30/08 9,240.68 7,750.54 8,106.83 7,758.49 10/31/08 7,688.73 4,801.88 4,804.05 4,794.05 11/30/08 7,137.03 5,649.77 5,932.36 6,118.79 12/31/08 7,212.97 7,069.32 7,755.85 7,750.42 01/31/09 6,605.01 7,085.23 7,675.67 7,842.25 02/28/09 5,901.73 7,064.94 7,726.70 7,652.47 03/31/09 6,418.69 7,922.66 8,769.07 8,516.86 04/30/09 7,033.02 7,466.10 8,167.70 7,584.09 05/31/09 7,426.40 9,698.44 10,766.35 10,194.65 06/30/09 7,441.13 8,609.80 9,359.51 8,718.47 07/31/09 8,003.95 9,204.69 10,062.93 9,176.78 08/31/09 8,292.93 9,286.83 10,135.82 9,112.76 09/30/09 8,602.38 10,440.02 11,429.68 10,442.41 10/31/09 8,442.58 10,100.77 11,036.06 9,799.31 11/30/09 8,948.99 11,970.94 13,160.90 11,779.76 12/31/09 9,121.85 11,304.09 12,631.28 10,693.11 01/31/10 8,793.70 10,232.54 11,376.32 9,434.21 02/28/10 9,066.10 10,947.22 12,174.60 10,185.61 03/31/10 9,613.20 11,401.28 12,516.19 10,279.97 04/30/10 9,764.97 12,631.46 14,090.45 11,746.00 05/31/10 8,985.23 12,204.89 13,719.16 11,543.00 06/30/10 8,514.87 12,511.02 14,027.34 12,082.36 07/31/10 9,111.44 12,248.97 13,604.06 11,229.21 08/31/10 8,700.12 13,399.13 14,981.55 12,459.34 09/30/10 9,476.55 14,471.88 16,095.42 13,038.60 10/31/10 9,837.13 15,031.81 16,262.50 13,322.96 11/30/10 9,838.39 15,592.06 16,886.27 13,858.59 12/31/10 10,495.91 16,403.81 17,730.34 14,408.99 01/31/11 10,744.67 14,578.08 15,469.18 12,651.67 02/28/11 11,112.78 15,930.81 16,756.56 14,041.24 03/31/11 11,117.20 16,090.94 16,929.86 14,125.81 04/30/11 11,446.44 16,799.01 17,916.02 14,614.49 05/31/11 11,316.87 15,812.95 16,781.31 13,653.24 06/30/11 11,128.23 14,991.97 16,154.13 12,845.81 07/31/11 10,901.94 15,730.60 16,921.60 13,385.35 08/31/11 10,309.72 16,685.74 18,299.76 14,772.59 09/30/11 9,584.96 14,029.74 15,778.64 12,981.86 10/31/11 10,632.53 15,180.99 16,641.02 13,851.75 11/30/11 10,609.03 15,249.45 16,674.03 14,222.19 12/31/11 10,717.55 13,237.99 14,299.71 12,179.45 01/31/12 11,197.87 14,803.31 15,932.64 13,363.30 02/29/12 11,682.08 14,549.90 15,517.49 13,109.90 03/31/12 12,066.53 12,995.78 13,976.81 11,739.52 04/30/12 11,990.79 12,344.44 13,303.34 10,987.41 05/31/12 11,270.14 11,073.66 11,933.34 10,382.40 06/30/12 11,734.49 11,252.61 12,136.30 10,631.62 07/31/12 11,897.47 11,047.20 11,721.15 10,180.21 08/31/12 12,165.44 12,128.97 12,934.32 11,395.94 09/30/12 12,479.81 13,671.71 14,710.25 12,764.76 10/31/12 12,249.38 13,360.44 14,373.51 12,581.41 11/30/12 12,320.44 12,236.78 12,975.83 11,324.04 12/31/12 12,432.74 11,927.74 12,634.00 11,148.40 01/31/13 13,076.69 11,053.06 11,517.86 10,007.70 02/28/13 13,254.21 9,894.10 10,209.44 9,011.66 03/31/13 13,751.28 9,878.52 10,307.92 9,132.08 04/30/13 14,016.22 8,211.59 8,385.15 7,318.36 05/31/13 14,344.09 7,884.62 7,864.60 7,127.30 06/30/13 14,151.46 6,535.88 6,551.49 5,911.74 07/31/13 14,871.55 7,265.47 7,376.87 6,514.90 08/31/13 14,440.85 7,811.26 7,995.91 6,794.59 09/30/13 14,893.70 7,171.26 7,264.32 6,068.93 10/31/13 15,578.33 7,176.22 7,283.08 6,084.25 11/30/13 16,053.07 6,393.92 6,420.17 5,380.91 12/31/13 16,459.47 6,221.22 6,162.72 5,172.32 01/31/14 15,890.40 6,791.55 6,775.22 5,730.60 02/28/14 16,617.28 7,577.49 7,679.84 6,330.81 03/31/14 16,756.96 6,985.20 7,043.78 5,785.26 04/30/14 16,880.83 7,170.72 7,241.67 5,920.01 05/31/14 17,277.09 6,770.11 6,676.28 5,505.01 06/30/14 17,633.99 7,940.24 8,019.07 6,481.02 07/31/14 17,390.80 7,765.82 7,802.34 6,371.62 08/31/14 18,086.53 7,898.53 8,070.90 6,557.77 09/30/14 17,832.89 6,469.40 6,506.66 5,261.00 10/31/14 18,268.46 5,409.78 5,366.47 4,295.29 11/30/14 18,759.78 5,669.82 5,639.74 4,549.76 12/31/14 18,712.53 5,699.33 5,666.79 4,567.19 01/31/15 18,150.79 6,410.98 6,505.08 5,496.85 02/28/15 19,193.94 6,217.70 6,227.25 5,267.07 03/31/15 18,890.40 5,476.23 5,441.66 4,541.48 04/30/15 19,071.62 5,974.07 6,006.90 5,007.97 05/31/15 19,316.86 5,896.69 5,896.72 4,864.85 06/30/15 18,942.93 5,464.24 5,432.08 4,410.01 07/31/15 19,339.80 4,467.99 4,268.06 3,423.20 08/31/15 18,172.96 4,580.74 4,411.76 3,494.69 09/30/15 17,723.30 4,421.12 4,258.48 3,415.62 10/31/15 19,218.33 4,736.21 4,598.58 3,730.96 11/30/15 19,275.48 4,341.11 4,172.26 3,414.38 [END CHART] Data from 7/31/08 through 11/30/15.* The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA Precious Metals and Minerals Fund Institutional Shares to the Fund's benchmarks listed above (see page 8 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, except that the Lipper Precious Metals Equity Funds Index reflects the fees and expenses of the underlying funds included in the index. *The performance of the S&P 500 Index, the Lipper Precious Metals Equity Funds Index, and the NYSE Arca Gold Miners (GDM) Index is calculated from the end of the month, July 31, 2008, while the inception date of the Institutional Shares is August 1, 2008. There may be a slight variation of performance numbers because of this difference. ================================================================================ 10 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ USAA PRECIOUS METALS AND MINERALS FUND ADVISER SHARES (ADVISER SHARES) (Ticker Symbol: UPMMX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $9.6 Million $12.4 Million Net Asset Value Per Share $8.60 $12.17 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEARS SINCE INCEPTION 8/01/10 -29.33% -26.27% -24.73% -20.21% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEARS SINCE INCEPTION 8/01/10 -26.62% -25.45% -19.93% -------------------------------------------------------------------------------- EXPENSE RATIOS AS OF 5/31/15** -------------------------------------------------------------------------------- 1.39% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratio represents the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and is calculated as a percentage of average net assets. The expense ratio may differ from the expense ratio 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. ================================================================================ INVESTMENT OVERVIEW | 11 ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] USAA PRECIOUS LIPPER PRECIOUS NYSE ARCA GOLD METALS AND METALS EQUITY MINERS (GDM) MINERALS FUND S&P 500 INDEX FUNDS INDEX INDEX ADVISER SHARES 07/31/10 $10,000.00 $10,000.00 $10,000.00 $10,000.00 08/31/10 9,548.56 10,938.98 11,095.47 11,030.98 09/30/10 10,400.72 11,814.77 11,611.32 11,845.35 10/31/10 10,796.45 12,271.90 11,864.55 11,963.26 11/30/10 10,797.84 12,729.28 12,341.55 12,415.68 12/31/10 11,519.47 13,391.99 12,831.70 13,028.39 01/31/11 11,792.50 11,901.47 11,266.75 11,366.03 02/28/11 12,196.50 13,005.84 12,504.21 12,302.06 03/31/11 12,201.36 13,136.57 12,579.52 12,423.62 04/30/11 12,562.70 13,714.63 13,014.71 13,143.87 05/31/11 12,420.50 12,909.61 12,158.68 12,302.06 06/30/11 12,213.46 12,239.37 11,439.64 11,837.08 07/31/11 11,965.10 12,842.39 11,920.11 12,393.23 08/31/11 11,315.13 13,622.16 13,155.50 13,396.11 09/30/11 10,519.69 11,453.82 11,560.79 11,548.37 10/31/11 11,669.42 12,393.69 12,335.46 12,177.45 11/30/11 11,643.64 12,449.58 12,665.35 12,192.65 12/31/11 11,762.74 10,807.43 10,846.22 10,451.18 01/31/12 12,289.89 12,085.35 11,900.47 11,640.66 02/29/12 12,821.33 11,878.47 11,674.82 11,332.27 03/31/12 13,243.27 10,609.69 10,454.45 10,200.40 04/30/12 13,160.15 10,077.94 9,784.66 9,705.63 05/31/12 12,369.21 9,040.48 9,245.88 8,702.54 06/30/12 12,878.85 9,186.57 9,467.82 8,848.26 07/31/12 13,057.72 9,018.88 9,065.83 8,539.87 08/31/12 13,351.82 9,902.03 10,148.47 9,420.97 09/30/12 13,696.85 11,161.52 11,367.46 10,708.73 10/31/12 13,443.95 10,907.40 11,204.18 10,461.34 11/30/12 13,521.94 9,990.04 10,084.44 9,441.30 12/31/12 13,645.19 9,737.75 9,928.03 9,190.19 01/31/13 14,351.94 9,023.66 8,912.20 8,376.96 02/28/13 14,546.77 8,077.50 8,025.19 7,422.45 03/31/13 15,092.32 8,064.78 8,132.43 7,487.92 04/30/13 15,383.10 6,703.90 6,517.25 6,092.33 05/31/13 15,742.94 6,436.96 6,347.10 5,709.84 06/30/13 15,531.53 5,335.87 5,264.61 4,755.33 07/31/13 16,321.84 5,931.50 5,801.74 5,354.91 08/31/13 15,849.13 6,377.08 6,050.82 5,799.43 09/30/13 16,346.15 5,854.58 5,404.59 5,265.32 10/31/13 17,097.55 5,858.63 5,418.23 5,279.10 11/30/13 17,618.58 5,219.97 4,791.88 4,651.95 12/31/13 18,064.61 5,078.97 4,606.13 4,462.52 01/31/14 17,440.04 5,544.59 5,103.30 4,903.60 02/28/14 18,237.82 6,186.23 5,637.80 5,561.78 03/31/14 18,391.12 5,702.69 5,151.97 5,100.02 04/30/14 18,527.07 5,854.14 5,271.97 5,241.31 05/31/14 18,961.97 5,527.08 4,902.40 4,827.79 06/30/14 19,353.68 6,482.37 5,771.57 5,796.11 07/31/14 19,086.78 6,339.98 5,674.15 5,641.04 08/31/14 19,850.34 6,448.32 5,839.92 5,834.01 09/30/14 19,571.97 5,281.59 4,685.10 4,700.29 10/31/14 20,050.02 4,416.52 3,825.10 3,873.26 11/30/14 20,589.26 4,628.81 4,051.72 4,069.68 12/31/14 20,537.39 4,652.91 4,067.24 4,089.17 01/31/15 19,920.87 5,233.89 4,895.14 4,692.77 02/28/15 21,065.76 5,076.10 4,690.51 4,490.41 03/31/15 20,732.61 4,470.77 4,044.35 3,921.69 04/30/15 20,931.50 4,877.20 4,459.77 4,329.91 05/31/15 21,200.67 4,814.03 4,332.32 4,246.17 06/30/15 20,790.26 4,460.98 3,927.26 3,911.23 07/31/15 21,225.85 3,647.65 3,048.48 3,073.85 08/31/15 19,945.21 3,739.69 3,112.14 3,175.04 09/30/15 19,451.70 3,609.38 3,041.73 3,063.39 10/31/15 21,092.53 3,866.62 3,322.55 3,304.13 11/30/15 21,155.25 3,544.06 3,040.63 3,000.58 [END CHART] Data from 7/31/10 through 11/30/15.* The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA Precious Metals and Minerals Fund Adviser Shares to the Fund's benchmarks listed above (see page 8 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, except that the Lipper Precious Metals Equity Funds Index reflects the fees and expenses of the underlying funds included in the index. *The performance of the S&P 500 Index, the Lipper Precious Metals Equity Funds Index, and the NYSE Arca Gold Miners (GDM) Index is calculated from the end of the month, July 31, 2010, while the inception date of the Adviser Shares is August 1, 2010. There may be a slight variation of performance numbers because of this difference. ================================================================================ 12 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ o TOP 10 EQUITY HOLDINGS - 11/30/15 o (% of Net Assets) Randgold Resources Ltd. ADR ............................................... 5.9% Silver Wheaton Corp. ...................................................... 5.0% Goldcorp, Inc. ............................................................ 4.5% Agnico-Eagle Mines Ltd. ................................................... 4.4% Eldorado Gold Corp. ....................................................... 4.2% Newcrest Mining Ltd. ...................................................... 4.1% Newmont Mining Corp. ...................................................... 4.0% Tahoe Resources, Inc. ..................................................... 4.0% Centerra Gold, Inc. ....................................................... 3.8% Royal Gold, Inc. .......................................................... 3.5% o ASSET ALLOCATION - 11/30/15 o [PIE CHART OF ASSET ALLOCATION] GOLD 81.6% SILVER 14.6% MONEY MARKET INSTRUMENTS 2.9% PLATINUM GROUP METALS 1.0% [END CHART] Percentages are of the net assets of the Fund and may not equal 100%. You will find a complete list of securities that the Fund owns on pages 14-16. ================================================================================ INVESTMENT OVERVIEW | 13 ================================================================================ PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- COMMON STOCKS (97.2%) GOLD (81.6%) AFRICAN GOLD COMPANIES (4.6%) 1,591,900 AngloGold Ashanti Ltd. ADR* $ 10,188 4,700,000 Gold Fields Ltd. ADR 11,891 18,400,000 Great Basin Gold Ltd.*(a) - 6,500,000 Great Basin Gold Ltd., acquired 03/30/2012; cost $4,455*(a),(b),(c) - 3,569,600 Harmony Gold Mining Co. Ltd. ADR* 2,175 ---------- 24,254 ---------- AUSTRALIAN GOLD COMPANIES (11.9%) 3,044,572 AuRico Metals, Inc.* 1,345 7,063,636 Kingsgate Consolidated Ltd.* 3,116 2,700,000 Newcrest Mining Ltd.* 21,303 9,624,551 OceanaGold Corp. 18,594 21,450,000 Perseus Mining Ltd.* 5,060 6,464,364 Saracen Mineral Holdings Ltd.* 2,291 14,746,000 St. Barbara Ltd.* 10,824 ---------- 62,533 ---------- EUROPEAN GOLD COMPANIES (8.0%) 11,800,000 Centamin plc 11,266 510,000 Randgold Resources Ltd. ADR 30,906 ---------- 42,172 ---------- NORTH AMERICAN GOLD COMPANIES (53.5%) 868,300 Agnico-Eagle Mines Ltd. 22,966 8,161,500 Alacer Gold Corp.* 15,706 2,750,000 Alamos Gold, Inc. "A" 8,250 3,369,400 Alamos Gold, Inc. "A" 10,244 240,000 Axmin, Inc., acquired 12/06/2006-06/03/2008; cost $1,806*(b) 1 6,543,289 B2Gold Corp.* 7,154 1,408,600 Barrick Gold Corp. 10,339 3,667,700 Centerra Gold, Inc. 19,939 2,488,200 Continental Gold, Inc.* 2,720 242,800 Detour Gold Corp.* 2,529 5,344,600 Dundee Precious Metals, Inc.* 5,243 ================================================================================ 14 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ -------------------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------------------- 7,220,000 Eldorado Gold Corp. $ 22,093 800,000 Freeport-McMoRan, Inc. 6,544 2,000,000 Goldcorp, Inc. 23,620 2,270,100 Guyana Goldfields, Inc.* 5,015 2,900,000 IAMGOLD Corp.* 4,408 5,402,700 Kinross Gold Corp.* 10,373 1,985,000 Kirkland Lake Gold, Inc.* 7,045 1,333,200 Klondex Mines Ltd.* 2,586 7,777,000 Mandalay Resources Corp. 4,251 1,872,100 Nautilus Minerals, Inc., acquired 02/02/2007-03/11/2009; cost $3,817*(b),(c) 421 6,377,800 New Gold, Inc.* 14,095 1,157,700 Newmont Mining Corp. 21,313 375,000 Northern Star Mining Corp., acquired 05/05/2006; cost $373*(a),(b) - 350,000 Pretium Resources, Inc.* 1,886 2,473,300 Primero Mining Corp.* 5,575 520,000 Royal Gold, Inc. 18,694 6,656,900 SEMAFO, Inc.* 15,702 5,200,300 Torex Gold Resources, Inc.* 4,595 3,666,100 Yamana Gold, Inc. 7,699 ---------- 281,006 ---------- SOUTH AMERICAN GOLD COMPANIES (3.6%) 2,832,600 Asanko Gold, Inc.* 4,263 3,125,500 Compania de Minas Buenaventura S.A. ADR 14,815 ---------- 19,078 ---------- Total Gold (cost: $1,168,391) 429,043 ---------- PLATINUM GROUP METALS (1.0%) 1,200,000 Impala Platinum Holdings Ltd.*(d) 2,628 12,000,000 Platinum Group Metals Ltd.* 2,605 ---------- Total Platinum Group Metals (cost: $19,446) 5,233 ---------- SILVER (14.6%) 1,066,457 Fresnillo plc(d) 11,484 518,400 MAG Silver Corp.* 3,603 2,026,000 Pan American Silver Corp. 14,101 2,000,000 Silver Wheaton Corp. 26,240 2,407,900 Tahoe Resources, Inc. 21,186 ---------- Total Silver (cost: $143,259) 76,614 ---------- Total Common Stocks (cost: $1,331,096) 510,890 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 15 ================================================================================ -------------------------------------------------------------------------------------------------------- PRINCIPAL MARKET AMOUNT COUPON VALUE (000) SECURITY RATE MATURITY (000) -------------------------------------------------------------------------------------------------------- MONEY MARKET INSTRUMENTS (2.9%) COMMERCIAL PAPER (1.0%) $5,263 Hannover Funding Co., LLC(e),(f) 0.27% 12/01/2015 $ 5,263 -------- Total Commercial Paper 5,263 -------- -------------------------------------------------------------------------------------------------------- NUMBER OF SHARES -------------------------------------------------------------------------------------------------------- MONEY MARKET FUNDS (1.9%) 10,071,172 State Street Institutional Liquid Reserves Fund Premier Class, 0.15%(g) 10,071 -------- Total Money Market Instruments (cost: $15,334) 15,334 -------- TOTAL INVESTMENTS (COST: $1,346,430) $526,224 ======== -------------------------------------------------------------------------------------------------------- ($ 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 -------------------------------------------------------------------------------------------------------- Equity Securities: Common Stocks $496,778 $14,112 $- $510,890 Money Market Instruments: Commercial Paper - 5,263 - 5,263 Money Market Funds 10,071 - - 10,071 -------------------------------------------------------------------------------------------------------- Total $506,849 $19,375 $- $526,224 -------------------------------------------------------------------------------------------------------- Refer to the Portfolio of Investments for additional industry, country, or geographic region classifications. For the period of June 1, 2015, through November 30, 2015, there were no transfers of securities between levels. The Fund's policy is to recognize any transfers into and out of the levels as of the beginning of the period in which the event or circumstance that caused the transfer occurred. ================================================================================ 16 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------- o GENERAL NOTES Market values of securities are determined by procedures and practices discussed in Note 1A 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 81.3% of net assets at November 30, 2015. o PORTFOLIO ABBREVIATIONS AND DESCRIPTIONS ADR American depositary receipts are receipts issued by a U.S. bank evidencing ownership of foreign shares. Dividends are paid in U.S. dollars. o SPECIFIC NOTES (a) Security was fair valued at November 30, 2015, by USAA Asset Management Company (the Manager) in accordance with valuation procedures approved by USAA Mutual Funds Trust's Board of Trustees (the Board). The total value of all such securities was zero. (b) Security deemed illiquid by the Manager, under liquidity guidelines approved by the Board. The aggregate market value of these securities at November 30, 2015, was $422,000, which represented 0.1% of the Fund's net assets. (c) Restricted security that is not registered under the Securities Act of 1933. ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 17 ================================================================================ (d) Securities with a value of $14,112,000, which represented 2.7% of the Fund's net assets, were classified as Level 2 at November 30, 2015, due to the prices being adjusted to take into account significant market movements following the close of local trading. (e) 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 the Manager under liquidity guidelines approved by the Board, unless otherwise noted as illiquid. (f) Commercial paper issued in reliance on the "private placement" exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (Section 4(2) Commercial Paper). 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. (g) Rate represents the money market fund annualized seven-day yield at November 30, 2015. * Non-income-producing security. See accompanying notes to financial statements. ================================================================================ 18 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) November 30, 2015 (unaudited) -------------------------------------------------------------------------------- ASSETS Investments in securities, at market value (cost of $1,346,430) $ 526,224 Cash denominated in foreign currencies (identified cost of $333) 333 Receivables: Capital shares sold 350 Dividends and interest 348 ---------- Total assets 527,255 ---------- LIABILITIES Payables: Securities purchased 687 Capital shares redeemed 425 Accrued management fees 296 Accrued transfer agent's fees 75 Other accrued expenses and payables 201 ---------- Total liabilities 1,684 ---------- Net assets applicable to capital shares outstanding $ 525,571 ========== NET ASSETS CONSIST OF: Paid-in capital $1,627,057 Accumulated undistributed net investment loss (29,271) Accumulated net realized loss on investments (252,001) Net unrealized depreciation of investments (820,206) Net unrealized depreciation of foreign currency translations (8) ---------- Net assets applicable to capital shares outstanding $ 525,571 ========== Net asset value, redemption price, and offering price per share: Fund Shares (net assets of $412,085/47,555 shares outstanding) $ 8.67 ========== Institutional Shares (net assets of $103,931/11,929 shares outstanding) $ 8.71 ========== Adviser Shares (net assets of $9,555/1,111 shares outstanding) $ 8.60 ========== See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 19 ================================================================================ STATEMENT OF OPERATIONS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited) -------------------------------------------------------------------------------- INVESTMENT INCOME Dividends (net of foreign taxes withheld of $297) $ 4,117 Interest 13 --------- Total income 4,130 --------- EXPENSES Management fees 2,023 Administration and servicing fees: Fund Shares 346 Institutional Shares 63 Adviser Shares 7 Transfer agent's fees: Fund Shares 1,059 Institutional Shares 62 Adviser Shares 3 Distribution and service fees (Note 6D): Adviser Shares 12 Custody and accounting fees: Fund Shares 53 Institutional Shares 14 Adviser Shares 1 Postage: Fund Shares 60 Institutional Shares 36 Adviser Shares 2 Shareholder reporting fees: Fund Shares 24 Institutional Shares 5 Adviser Shares 1 Trustees' fees 13 Registration fees: Fund Shares 17 Institutional Shares 13 Adviser Shares 10 Professional fees 54 Other 9 --------- Total expenses 3,887 --------- NET INVESTMENT INCOME 243 --------- NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS AND FOREIGN CURRENCY Net realized loss on: Investments (72,061) Foreign currency transactions (155) Change in net unrealized appreciation/(depreciation) of: Investments (149,694) Foreign currency translations (5) --------- Net realized and unrealized loss (221,915) --------- Decrease in net assets resulting from operations $(221,672) ========= See accompanying notes to financial statements. ================================================================================ 20 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited), and year ended May 31, 2015 -------------------------------------------------------------------------------------------------------- 11/30/2015 5/31/2015 -------------------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income (loss) $ 243 $ (3,527) Net realized gain (loss) on investments (72,061) 6,271 Net realized loss on foreign currency transactions (155) (270) Change in net unrealized appreciation/(depreciation) of: Investments (149,694) (102,777) Foreign currency translations (5) (54) ------------------------- Decrease in net assets resulting from operations (221,672) (100,357) ------------------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income: Fund Shares - (8,022) Institutional Shares - (2,503) Adviser Shares - (182) ------------------------- Distributions to shareholders - (10,707) ------------------------- NET DECREASE IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS (NOTE 5) Fund Shares 8,177 (46,767) Institutional Shares (9,174) (3,819) Adviser Shares 836 (930) ------------------------- Total net decrease in net assets from capital share transactions (161) (51,516) ------------------------- Capital contribution from USAA Transfer Agency Company - 2 ------------------------- Net decrease in net assets (221,833) (162,578) NET ASSETS Beginning of period 747,404 909,982 ------------------------- End of period $ 525,571 $ 747,404 ========================= Accumulated undistributed net investment loss: End of period $ (29,271) $ (29,514) ========================= See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 21 ================================================================================ NOTES TO FINANCIAL STATEMENTS November 30, 2015 (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 54 separate funds. Additionally, the Fund qualifies as a registered investment company under Accounting Standards Codification Topic 946. The information presented in this semiannual report pertains only to the USAA Precious Metals and Minerals Fund (the Fund), which is classified as nondiversified under the 1940 Act. The Fund's investment objective is to seek long-term capital appreciation and to protect the purchasing power of shareholders' capital against inflation. The Fund concentrates its investments in equity securities of domestic and foreign companies engaged in the exploration, mining, or processing of gold and other precious metals and minerals, such as platinum, silver, and diamonds. As such, the Fund may be exposed to more risk than portfolios with a broader industry diversification. As a nondiversified fund, the Fund may invest a greater percentage of its assets in a single issuer. Because a relatively high percentage of the Fund's total assets may be invested in the securities of a single issuer or a limited number of issuers, the securities of the Fund may be more sensitive to changes in the market value of a single issuer, a limited number of issuers, or large companies generally. Such a focused investment strategy may increase the volatility of the Fund's investment results because this Fund may be more susceptible to risk associated with a single economic, political, or regulatory event than a diversified fund. The Fund consists of three classes of shares: Precious Metals and Minerals Fund Shares (Fund Shares), Precious Metals and Minerals Fund Institutional ================================================================================ 22 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ Shares (Institutional Shares), and Precious Metals and Minerals Fund Adviser Shares (Adviser Shares). Each class of shares has equal rights to assets and earnings, except that each class bears certain class-related expenses specific to the particular class. These expenses include administration and servicing fees, transfer agent fees, postage, shareholder reporting fees, distribution and service (12b-1) fees, and certain registration and custodian fees. Expenses not attributable to a specific class, income, and realized gains or losses on investments are allocated to each class of shares based on each class's relative net assets. Each class has exclusive voting rights on matters related solely to that class and separate voting rights on matters that relate to all classes. The Institutional Shares are available for investment through a USAA discretionary managed account program, and certain advisory programs sponsored by financial intermediaries, such as brokerage firms, investment advisors, financial planners, third-party administrators, and insurance companies. Institutional Shares also are available to institutional investors, which include retirement plans, endowments, foundations, and bank trusts, as well as other persons or legal entities that the Fund may approve from time to time, or for purchase by a USAA fund participating in a fund-of-funds investment strategy (USAA fund-of-funds). The Adviser Shares permit investors to purchase shares through financial intermediaries, including banks, broker-dealers, insurance companies, investment advisers, plan sponsors, and financial professionals that provide various administrative and distribution services. 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 23 ================================================================================ 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), an affiliate of the Fund. Among other things, these monthly meetings include a review and analysis of back testing reports, pricing service quotation comparisons, illiquid securities and fair value determinations, pricing movements, and daily stale price monitoring. The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below: 1. Equity securities, including exchange-traded funds (ETFs), except as otherwise noted, traded primarily on a domestic securities exchange or the 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 many 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 need to be reflected in the value of ================================================================================ 24 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ the Fund's foreign securities. However, the Manager will monitor for events that would materially affect the value of the Fund's foreign securities and, if necessary, the Committee will consider such available information that it deems relevant and will determine a fair value for the affected foreign securities in accordance with valuations procedures. In addition, information from an external vendor or other sources may be used to adjust the foreign market closing prices of foreign equity securities to reflect what the Committee 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, commingled, or other funds, other than ETFs, are valued at their NAV at the end of each business day. 4. Short-term debt securities with original or remaining maturities of 60 days or less may be valued at amortized cost, provided that amortized cost represents the fair value of such securities. 5. Repurchase agreements are valued at cost. 6. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with 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, other pricing services, or widely used quotation ================================================================================ NOTES TO FINANCIAL STATEMENTS | 25 ================================================================================ 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, evaluation of credit quality, 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 indexes. Level 2 securities include certain common stocks, which are valued based on methods discussed in Note 1A2, and commercial paper, which is valued at amortized cost. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement, including the Manager's own assumptions in determining the fair value. The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. C. 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. ================================================================================ 26 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ D. 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 on short-term securities are amortized on a straight-line basis over the life of the respective securities. Foreign income and capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable, as a reduction to such income and realized gains. These foreign taxes have been provided for in accordance with the understanding of the applicable countries' tax rules and rates. E. 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 27 ================================================================================ amounts received. At the end of the Fund's fiscal year, these net realized foreign currency gains/losses are reclassified from accumulated net realized gain/loss to accumulated undistributed net investment income on the Statement of Assets and Liabilities as such amounts are treated as ordinary income/loss for tax purposes. Net unrealized foreign currency exchange gains/losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rate. F. 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, 2015, there were no custodian and other bank credits. G. REDEMPTION FEES - Adviser Shares held in the Fund less than 60 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed or exchanged shares. All redemption fees paid will be accounted for by the Fund as an addition to paid in capital. For the six-month period ended November 30, 2015, the Adviser Shares charged redemption fees of $1,000. H. 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. I. 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. ================================================================================ 28 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ (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 9.0 basis points of the amount of the committed loan agreement. Prior to September 30, 2015, the maximum annual facility fee was 7.0 basis points of the amount of the committed loan agreement. The facility fees are allocated among the USAA Funds based on their respective average net assets for the period. The USAA Funds may request an optional increase of the committed loan agreement up to $750 million. If the USAA Funds increase the committed loan agreement above the $500 million, the assessed facility fee by CAPCO will be increased to 10.0 basis points. For the six-month period ended November 30, 2015, the Fund paid CAPCO facility fees of $2,000, which represents 0.9% 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, 2015. (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, 2016, in accordance with applicable tax law. Distributions of net investment income and realized gains from security transactions not offset by capital losses are made annually in the succeeding fiscal year or as otherwise required to avoid the payment of federal taxes. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 29 ================================================================================ At May 31, 2015, the Fund had net capital loss carryforwards of $179,138,000, for federal income tax purposes as shown in the table below. 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. CAPITAL LOSS CARRYFORWARDS -------------------------------------------------- TAX CHARACTER -------------------------------------------------- (NO EXPIRATION) BALANCE -------------- ------------ Short-Term $ 21,142,000 Long-Term 157,996,000 ------------ Total $179,138,000 ============ For the six-month period ended November 30, 2015, 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 the Fund's 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, 2015, were $44,702,000 and $29,166,000, respectively. As of November 30, 2015, 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, 2015, were $2,266,000 and $822,472,000, respectively, resulting in net unrealized depreciation of $820,206,000. (5) CAPITAL SHARE TRANSACTIONS At November 30, 2015, there were an unlimited number of shares of capital stock at no par value authorized for the Fund. ================================================================================ 30 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ Capital share transactions for the Institutional Shares resulted from purchases and sales by the affiliated USAA fund-of-funds as well as other persons or legal entities that the Fund may approve from time to time. Capital share transactions for all classes were as follows, in thousands: SIX-MONTH PERIOD ENDED YEAR ENDED NOVEMBER 30, 2015 MAY 31, 2015 ---------------------------------------------------------------------------------------------------- SHARES AMOUNT SHARES AMOUNT --------------------------------------------------- FUND SHARES: Shares sold 5,014 $ 48,274 9,440 $ 125,986 Shares issued from reinvested dividends -* -* 663 7,824 Shares redeemed (4,109) (40,097) (13,781) (180,577) --------------------------------------------------- Net increase (decrease) from capital share transactions 905 $ 8,177 (3,678) $ (46,767) =================================================== INSTITUTIONAL SHARES: Shares sold 2,164 $ 20,905 4,212 $ 58,205 Shares issued from reinvested dividends - - 208 2,464 Shares redeemed (3,332) (30,079) (4,288) (64,488) --------------------------------------------------- Net increase (decrease) from capital share transactions (1,168) $ (9,174) 132 $ (3,819) =================================================== ADVISER SHARES: Shares sold 238 $ 2,183 545 $ 7,629 Shares issued from reinvested dividends - - 14 163 Shares redeemed** (140) (1,347) (668) (8,722) --------------------------------------------------- Net increase (decrease) from capital share transactions 98 $ 836 (109) $ (930) =================================================== *Represents less than 500 shares or $500. **Net of redemption fees. (6) 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 31 ================================================================================ 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 six-month period ended November 30, 2015, the Fund had no subadviser(s). 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. The performance adjustment is calculated separately for each share class on a monthly basis by comparing each class's performance over the performance period to that of the Lipper Precious Metals Equity Funds Index. The Lipper Precious Metals Equity Funds Index tracks the total return performance of the 10 largest funds in the Lipper Precious Metals Equity Funds category. The performance period for each class consists of the current month plus the previous 35 months. The following table is utilized to determine the extent of the performance adjustment: OVER/UNDER PERFORMANCE RELATIVE TO INDEX ANNUAL ADJUSTMENT RATE (IN BASIS POINTS)(1) (IN BASIS POINTS)(1) ------------------------------------------------------------------ +/- 100 to 400 +/- 4 +/- 401 to 700 +/- 5 +/- 701 and greater +/- 6 (1)Based on the difference between average annual performance of the relevant share class of the Fund and its relevant index, rounded to the nearest basis point. Average net assets are calculated over a rolling 36-month period. Each class's annual performance adjustment rate is multiplied by the average net assets of each respective class 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 ================================================================================ 32 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ 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, each class will pay a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Precious Metals Equity Funds Index over that period, even if the class had overall negative returns during the performance period. For the six-month period ended November 30, 2015, the Fund incurred total management fees, paid or payable to the Manager, of $2,023,000, which included a performance adjustment for the Fund Shares, Institutional Shares, and Adviser Shares of $(165,000), $(46,000), and $(3,000), respectively. For the Fund Shares, Institutional Shares, and Adviser Shares, the performance adjustments were (0.07)%, (0.07)%, and (0.06)%, respectively. 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 average net assets of the Fund Shares and Adviser Shares, and 0.10% of average net assets of the Institutional Shares. For the six-month period ended November 30, 2015, the Fund Shares, Institutional Shares, and Adviser Shares incurred administration and servicing fees, paid or payable to the Manager, of $346,000, $63,000, and $7,000, respectively. In addition to the services provided under its Administration and Servicing Agreement with the Fund, the Manager also provides certain compliance and legal services for the benefit of the Fund. The Board has approved the reimbursement of a portion of these expenses incurred by the Manager. For the six-month period ended November 30, 2015, the Fund reimbursed the Manager $7,000 for these compliance and legal services. These expenses are included in the professional fees on the Fund's Statement of Operations. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 33 ================================================================================ C. 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 Shares and Adviser Shares 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. Transfer agent's fees for Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of the Institutional Shares' average net assets, plus out-of-pocket expenses. For the six-month period ended November 30, 2015, the Fund Shares, Institutional Shares, and Adviser Shares incurred transfer agent's fees, paid or payable to SAS, of $1,059,000, $62,000, and $3,000, respectively. D. DISTRIBUTION AND SERVICE (12b-1) FEES - The Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the Adviser Shares. Under the plan, the Adviser Shares pay fees to USAA Investment Management Company, the distributor, for distribution and shareholder services. USAA Investment Management Company pays all or a portion of such fees to intermediaries that make the Adviser Shares available for investment by their customers. The fee is accrued daily and paid monthly at an annual rate of 0.25% of the Adviser Shares' average net assets. Adviser Shares are offered and sold without imposition of an initial sales charge or a contingent deferred sales charge. For the six-month period ended November 30, 2015, the Adviser Shares incurred distribution and service (12b-1) fees of $12,000. 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. (7) TRANSACTIONS WITH AFFILIATES The Fund offers its Institutional Shares for investment by other USAA Funds and is one of 20 USAA mutual funds in which the affiliated USAA fund-of-funds may invest. The USAA fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control. As of ================================================================================ 34 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ November 30, 2015, the USAA fund-of-funds owned the following percentages of the total outstanding shares of the Fund: AFFILIATED USAA FUND OWNERSHIP % -------------------------------------------------------------------------------- USAA Cornerstone Conservative 0.1 USAA Cornerstone Equity 0.4 USAA Target Retirement Income 0.2 USAA Target Retirement 2020 0.3 USAA Target Retirement 2030 0.7 USAA Target Retirement 2040 0.5 USAA Target Retirement 2050 0.2 USAA Target Retirement 2060 0.0* *Represents less than 0.1% The Manager is indirectly wholly owned by United Services Automobile Association (USAA), a large, diversified financial services institution. At November 30, 2015, USAA and its affiliates owned 130,000 shares which represent 11.7% of the Adviser Shares and 0.2% of the Fund. 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 | 35 ================================================================================ (8) FINANCIAL HIGHLIGHTS - FUND SHARES Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, ------------------------------------------------------------------------------------- 2015 2015 2014 2013 2012 2011 ------------------------------------------------------------------------------------- Net asset value at beginning of period $ 12.29 $ 14.12 $ 16.69 $ 25.80 $ 40.55 $ 36.87 ------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss(a) (.00)(b) (.06) (.02) (.00)(b) (.07) (.23) Net realized and unrealized gain (loss)(a) (3.62) (1.61) (2.53) (8.67) (10.76) 8.52(c) ------------------------------------------------------------------------------------ Total from investment operations(a) (3.62) (1.67) (2.55) (8.67) (10.83) 8.29 ------------------------------------------------------------------------------------ Less distributions from: Net investment income - (.16) (.02) - (.08) (.67) Realized capital gains - - - (.44) (3.84) (3.94) ------------------------------------------------------------------------------------ Total distributions - (.16) (.02) (.44) (3.92) (4.61) ------------------------------------------------------------------------------------ Net asset value at end of period $ 8.67 $ 12.29 $ 14.12 $ 16.69 $ 25.80 $ 40.55 ===================================================================================== Total return (%)* (29.45) (11.77) (15.26) (34.23) (29.04) 21.99(c) Net assets at end of period (000) $412,085 $573,456 $710,487 $841,841 $1,577,939 $2,246,060 Ratios to average net assets:** Expenses (%)(d) 1.38(e) 1.25 1.24 1.18 1.17 1.15 Net investment loss (%) (.00)(e),(f) (.46) (.13) (.01) (.21) (.56) Portfolio turnover (%) 5 8 10 15 20 24 * 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, 2015, average net assets were $460,797,000. (a) Calculated using average shares. For the six-month period ended November 30, 2015, average shares were 47,132,000. (b) Represents less than $0.01 per share. (c) During the year ended May 31, 2011, the Manager reimbursed the Fund Shares $12,000 for a loss incurred from the disposal of an investment in error. The effect of this reimbursement on the Fund Shares' net realized loss and total return was less than $0.01/0.01% per share. (d) Reflects total annual operating expenses of the Fund Shares before reductions of any expenses paid indirectly. The Fund Shares' expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (.00%)(+) (.00%)(+) (+) Represents less than 0.01% of average net assets. (e) Annualized. The ratio is not necessarily indicative of 12 months of operations. (f) Represents less than 0.01%. ================================================================================ 36 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ (8) FINANCIAL HIGHLIGHTS (CONTINUED) - INSTITUTIONAL SHARES Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, ----------------------------------------------------------------------------------- 2015 2015 2014 2013 2012 2011 ----------------------------------------------------------------------------------- Net asset value at beginning of period $ 12.34 $ 14.17 $ 16.77 $ 25.87 $ 40.67 $ 36.95 ----------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss)(a) .02 (.03) .02 .06 .02 (.11) Net realized and unrealized gain (loss)(a) (3.65) (1.60) (2.56) (8.72) (10.81) 8.53(b) ----------------------------------------------------------------------------------- Total from investment operations(a) (3.63) (1.63) (2.54) (8.66) (10.79) 8.42 ----------------------------------------------------------------------------------- Less distributions from: Net investment income - (.20) (.06) - (.17) (.76) Realized capital gains - - - (.44) (3.84) (3.94) ----------------------------------------------------------------------------------- Total distributions - (.20) (.06) (.44) (4.01) (4.70) ----------------------------------------------------------------------------------- Net asset value at end of period $ 8.71 $ 12.34 $ 14.17 $ 16.77 $ 25.87 $ 40.67 =================================================================================== Total return (%)* (29.42) (11.46) (15.11) (34.10) (28.89) 22.32(b) Net assets at end of period (000) $103,931 $161,591 $183,768 $317,818 $145,782 $64,034 Ratios to average net assets:** Expenses (%)(c) 1.01(e) .99 1.00 .99 .97 .89(d) Expenses, excluding reimbursements (%)(c) 1.01(e) .99 1.00 .99 .97 .89(d) Net investment income (loss) (%) .41(e) (.20) .11 .27 .05 (.28) Portfolio turnover (%) 5 8 10 15 20 24 * 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, 2015, average net assets were $124,608,000. (a) Calculated using average shares. For the six-month period ended November 30, 2015, average shares were 12,704,000. (b) During the year ended May 31, 2011, the Manager reimbursed the Institutional Shares less than $500 for a loss incurred from the disposal of an investment in error. The effect of this reimbursement on the Institutional Shares' net realized loss and total return was less than $0.01/0.01% per share. (c) Reflects total annual operating expenses of the Institutional Shares before reductions of any expenses paid indirectly. The Institutional Shares' expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (.00%)(+) (.00%)(+) (+) Represents less than 0.01% of average net assets. (d) Prior to October 1, 2010, the Manager voluntarily agreed to limit the annual expenses of the Institutional Shares to 0.90% of the Institutional Shares' average net assets. (e) Annualized. The ratio is not necessarily indicative of 12 months of operations. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 37 ================================================================================ (8) FINANCIAL HIGHLIGHTS (CONTINUED) - ADVISER SHARES Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, MAY 31, ----------------------------------------------------------------------------------- 2015 2015 2014 2013 2012 2011*** ----------------------------------------------------------------------------------- Net asset value at beginning of period $ 12.20 $ 14.01 $ 16.57 $ 25.68 $ 40.48 $ 36.47 Income (loss) from investment operations: Net investment loss(a) (.00)(c) (.08) (.05) (.06) (.13) (.27) Net realized and unrealized gain (loss)(a) (3.60) (1.58) (2.51) (8.61) (10.78) 8.85(b) ----------------------------------------------------------------------------------- Total from investment operations(a) (3.60) (1.66) (2.56) (8.67) (10.91) 8.58 ----------------------------------------------------------------------------------- Less distributions from: Net investment income - (.15) (.00)(c) - (.06) (.63) Realized capital gains - - - (.44) (3.84) (3.94) ----------------------------------------------------------------------------------- Total distributions - (.15) (.00)(c) (.44) (3.90) (4.57) ----------------------------------------------------------------------------------- Redemption fees added to beneficial interests .00(c) .00(c) (.00)(c) (.00)(c) .01 (.00)(c) ----------------------------------------------------------------------------------- Net asset value at end of period $ 8.60 $ 12.20 $ 14.01 $ 16.57 $ 25.68 $ 40.48 =================================================================================== Total return (%)* (29.51) (11.83) (15.45) (34.39) (29.26) 23.02(b) Net assets at end of period (000) $ 9,555 $12,357 $ 15,727 $ 11,052 $ 11,904 $ 6,384 Ratios to average net assets:** Expenses (%)(d) 1.47(e) 1.39(f) 1.40 1.45 1.45 1.45(e) Expenses, excluding reimbursements (%)(d) 1.47(e) 1.39 1.40 1.49 1.55 1.90(e) Net investment loss (%) (.07)(e) (.60) (.31) (.23) (.39) (.78)(e) Portfolio turnover (%) 5 8 10 15 20 24 * 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, 2015, average net assets were $9,788,000. *** Adviser Shares were initiated on August 1, 2010. (a) Calculated using average shares. For the six-month period ended November 30, 2015, average shares were 1,016,000. (b) During the year ended May 31, 2011, the Manager reimbursed the Adviser Shares less than $500 for a loss incurred from the disposal of an investment in error. The effect of this reimbursement on the Adviser Shares' net realized loss and total return was less than $0.01/0.01% per share. (c) Represents less than $0.01 per share. (d) Reflects total annual operating expenses of the Adviser Shares before reductions of any expenses paid indirectly. The Adviser Shares' expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (.00%)(+) (.00%)(+) (+) Represents less than 0.01% of average net assets. (e) Annualized. The ratio is not necessarily indicative of 12 months of operations. (f) Prior to October 1, 2014, the Manager voluntarily agreed to limit the annual expenses of the Adviser Shares to 1.45% of the Adviser Shares' average net assets. ================================================================================ 38 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ EXPENSE EXAMPLE November 30, 2015 (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, distribution and service (12b-1) 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, 2015, through November 30, 2015. ACTUAL EXPENSES The line labeled "actual" under each share class 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 for your share class 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" under each share class in the table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratios for each class 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 ================================================================================ EXPENSE EXAMPLE | 39 ================================================================================ 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 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" 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, 2015 - JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 ----------------------------------------------------------------- FUND SHARES Actual $1,000.00 $ 705.50 $5.88 Hypothetical (5% return before expenses) 1,000.00 1,018.10 6.96 INSTITUTIONAL SHARES Actual 1,000.00 705.80 4.31 Hypothetical (5% return before expenses) 1,000.00 1,019.95 5.10 ADVISER SHARES Actual 1,000.00 704.90 6.27 Hypothetical (5% return before expenses) 1,000.00 1,017.65 7.41 *Expenses are equal to the annualized expense ratio of 1.38% for Fund Shares, 1.01% for Institutional Shares, and 1.47% for Adviser Shares, which are net of any reimbursements and expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/366 days (to reflect the one-half-year period). The Fund's actual ending account values are based on its actual total returns of (29.45)% for Fund Shares, (29.42)% for Institutional Shares, and (29.51)% for Adviser Shares for the six-month period of June 1, 2015, through November 30, 2015. ================================================================================ 40 | USAA PRECIOUS METALS AND MINERALS FUND ================================================================================ TRUSTEES Daniel S. McNamara Robert L. Mason, Ph.D. Jefferson C. Boyce Dawn M. Hawley Paul L. McNamara Barbara B. Ostdiek, Ph.D. Michael F. Reimherr -------------------------------------------------------------------------------- ADMINISTRATOR AND USAA Asset Management Company INVESTMENT ADVISER P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- UNDERWRITER AND USAA Investment Management Company DISTRIBUTOR P.O. Box 659453 San Antonio, Texas 78265-9825 -------------------------------------------------------------------------------- TRANSFER AGENT USAA Shareholder Account Services 9800 Fredericksburg Road San Antonio, Texas 78288 -------------------------------------------------------------------------------- CUSTODIAN AND State Street Bank and Trust Company ACCOUNTING AGENT P.O. Box 1713 Boston, Massachusetts 02105 -------------------------------------------------------------------------------- INDEPENDENT Ernst & Young LLP REGISTERED PUBLIC 100 West Houston St., Suite 1700 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) (210) 531-8722 -------------------------------------------------------------------------------- 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) or (210) 531-8722; (ii) at USAA.COM; and (iii) in summary within the Statement of Additional Information on the SEC's website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's website at HTTP://WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling (800) 531-USAA (8722) or (210) 531-8722; (ii) at USAA.COM; and (iii) on the SEC's website at HTTP://WWW.SEC.GOV. These Forms N-Q also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. ================================================================================ -------------- USAA PRSRT STD 9800 Fredericksburg Road U.S. Postage San Antonio, TX 78288 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) ============================================================================= 23408-0116 (C)2016, USAA. All rights reserved. LOGO OF USAA] USAA(R) [GRAPHIC OF USAA TREASURY MONEY MARKET TRUST] ============================================================ SEMIANNUAL REPORT USAA TREASURY MONEY MARKET TRUST(R) NOVEMBER 30, 2015 ============================================================ ================================================================================ ================================================================================ PRESIDENT'S MESSAGE "A NEW YEAR IS A GREAT TIME TO REEVALUATE YOUR INVESTMENT PLAN TO HELP ENSURE YOU ARE STAYING [PHOTO OF BROOKS ENGLEHARDT] ON TRACK TOWARD YOUR FINANCIAL GOALS." -------------------------------------------------------------------------------- JANUARY 2016 The financial markets were volatile during the reporting period ended November 30, 2015, but U.S. stocks, the broad U.S. fixed-income market, and longer-term U.S. Treasury securities had experienced minimal change when the reporting period came to an end. Emerging markets stocks, in contrast, generally suffered losses, while stocks in non-U.S. developed markets also declined, though to a lesser extent. When the reporting period began in June 2015, Greece was once again in the headlines, as the country's debt problems reemerged and investors speculated about the future of the European Union. During July 2015, market turbulence increased. Worries about China's slow economic growth triggered a steep decline in the Chinese equity market, with many other emerging stock markets falling in a similar fashion. In response, the Chinese authorities surprised many investors by devaluing its currency, which added to investors' existing concerns about the health of the global economy. The result was a broad sell-off in riskier asset classes and a flight to the perceived safety of U.S. Treasury securities. Meanwhile, a divergence in global economic growth was reflected in the monetary policies being pursued by the world's central banks. Persistent economic weakness outside the United States led many central banks to cut interest rates and boost quantitative easing, resulting in low--and even negative--global interest rates. At the same time, the U.S. economy continued to grow, albeit slowly, and the Federal Reserve (the Fed) strongly signaled that it would begin to raise interest rates for the first time in seven years. As a result, shorter-term U.S. Treasury yields rose during the reporting period, while longer-term U.S. Treasury yields edged up slightly. On December 16, 2015, the Fed raised the target range for the federal funds rate from 0.25% to 0.50%. At USAA Investments, we believe it is less important when the first interest rate increase occurs than how quickly the Fed affects interest rates. We have long believed Fed policymakers are unlikely to raise interest rates rapidly because they will not want to jeopardize the U.S. economy. In addition, there appears to be no pressing reason, such as a higher rate of inflation, for them ================================================================================ ================================================================================ to do so. Therefore, the modest interest rate increase in December 2015 is consistent with our outlook. Also of note during the reporting period was the steady decline in commodities prices. What caused the drop in oil, natural gas, coal, and industrial metals prices? In our opinion, there was no single reason. Certainly, the divergence in global economic growth and central bank monetary policy created uncertainty in the world's commodities markets. But softening global demand and, in the case of energy, an increase in supply were also key factors. In addition, commodities are generally priced in U.S. dollars and the appreciation of the U.S. dollar during the reporting period dampened prices. A new year is a great time to reevaluate your investment plan to help ensure you are staying on track toward your financial goals. Investors also may want to consider making a 2016 IRA contribution. The sooner investors invest their money, the sooner it can start working for them. For assistance, please feel free to give our financial advisors a call. Looking ahead, we expect to see continued volatility--at least in the near term--in the financial markets. It's been several years since we've seen this kind of market turbulence, so the events of the reporting period are a helpful reminder that volatility is to be expected from time to time and is normal market behavior. Long-term investors should strive to make decisions based on their long-term objectives, time horizon, and risk tolerance, rather than in response to market turmoil. On behalf of all of us at USAA Investments, we wish you a happy, healthy, and prosperous year in 2016. Thank you for your continued investment in our family of mutual funds. Sincerely, /S/ BROOKS ENGLEHARDT Brooks Englehardt President USAA Investments PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. o As interest rates rise, bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. o Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. o Investments provided by USAA Investment Management Company and USAA Financial Advisors Inc., both registered broker dealers, and affiliates. ================================================================================ ================================================================================ TABLE OF CONTENTS -------------------------------------------------------------------------------- FUND OBJECTIVE 1 MANAGER'S COMMENTARY 2 INVESTMENT OVERVIEW 4 FINANCIAL INFORMATION Portfolio of Investments 8 Notes to Portfolio of Investments 9 Financial Statements 10 Notes to Financial Statements 13 EXPENSE EXAMPLE 21 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)2016, USAA. All rights reserved. 201010-0116 ================================================================================ ================================================================================ FUND OBJECTIVE THE USAA TREASURY MONEY MARKET TRUST (THE FUND) PROVIDES INVESTORS MAXIMUM CURRENT INCOME WHILE MAINTAINING THE HIGHEST DEGREE OF SAFETY AND LIQUIDITY. -------------------------------------------------------------------------------- TYPES OF INVESTMENTS The Fund normally invests at least 80% of its assets in U.S. government securities with maturities of 397 days or less, which include U.S. Treasury bills, notes, and bonds; repurchase agreements collateralized by such obligations; and other obligations of the U.S. Treasury. The 80% policy may be changed upon at least 60 days' written notice to shareholders. 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. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election or change or revoke a prior withholding election, call (800) 531-USAA (8722) or (210) 531-8722. If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. ================================================================================ FUND OBJECTIVE | 1 ================================================================================ MANAGER'S COMMENTARY ON THE FUND TONY ERA [PHOTO OF TONY ERA] USAA Asset Management Company -------------------------------------------------------------------------------- o WHAT WERE THE MARKET CONDITIONS DURING THE REPORTING PERIOD? The U.S. economy appeared to strengthen during the reporting period ended November 2015, with gains in both employment and wage growth. Advancement in the housing market, along with an increase in consumer spending, also contributed to the improving market outlook. As a result, many market participants believed the Federal Reserve (the Fed) would raise the federal funds target interest rate, which had been anchored between 0% and 0.25% since December 2008. Reflecting this widespread belief, shorter-term interest rates rose considerably during the reporting period. Longer-term interest rates, which are generally driven by inflation expectations, rose slightly. However, in September 2015, Fed policymakers delayed action as global market volatility increased amid worries about global economic conditions. Yields on money market mutual funds remained at or near 0% throughout the reporting period, as the Fed held the target federal funds interest rate near zero. Investors continued to rely on money market funds, in spite of exceptionally low absolute yields, because of the safety and liquidity they provided. ================================================================================ 2 | USAA TREASURY MONEY MARKET TRUST ================================================================================ o HOW DID THE USAA TREASURY MONEY MARKET TRUST (THE FUND) PERFORM DURING THE REPORTING PERIOD? For the reporting period ended November 30, 2015, the seven-day yield on the Fund remained less than 0.01%. The total return for the same period was less than 0.01%, compared to an average of less than 0.01% for all money market funds ranked by iMoneyNet, Inc. USAA Asset Management Company (the Manager) is the Fund's investment adviser. The investment adviser provides day-to-day discretionary management for the Fund's assets. o HOW DID YOU MANAGE THE FUND DURING THE REPORTING PERIOD? During the reporting period, we maintained our investment approach - that is, we continued to invest in maturities of 397 days or less that are backed by the full faith and credit of the U.S. government. Consistent with our strategy, we continued to invest primarily in eligible short-term repurchase agreements with approved counterparties. In our opinion, extending the portfolio's duration during the reporting period would have provided limited relative value if market interest rates exhibited higher volatility. Thank you for your investment in the Fund. Refer to page 5 for the iMoneyNet, Inc. definition. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. ================================================================================ MANAGER'S COMMENTARY ON THE FUND | 3 ================================================================================ INVESTMENT OVERVIEW USAA TREASURY MONEY MARKET TRUST (THE FUND) (Ticker Symbol: UATXX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $184.5 Million $119.7 Million Net Asset Value Per Share $1.00 $1.00 Dollar-Weighted Average Portfolio Maturity(+) 4 Days 3 Days (+)Obtained by multiplying the dollar value of each investment by the number of days left to its maturity, adding those figures together, and dividing them by the total dollar value of the Fund's portfolio. -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15** 1 YEAR 5 YEARS 10 YEARS 0.00%* 0.00%* 0.00%* 1.05% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEARS 10 YEARS 0.00%* 0.00%* 1.02% -------------------------------------------------------------------------------- 7-DAY YIELD AS OF 11/30/15 EXPENSE RATIO AS OF 5/31/15*** -------------------------------------------------------------------------------- UNSUBSIDIZED -0.36% 0.52% SUBSIDIZED 0.00%* 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. *Represents less than 0.01%. **Total returns for periods of less than one year are not annualized. This return is cumulative. ***The expense ratio represents the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and is calculated as a percentage of average net assets. The expense ratio may differ from the expense ratio disclosed in the Financial Highlights, which excludes acquired fund fees and expenses. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit in USAA Federal Savings Bank, or any other bank, and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. 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 or reinvested net investment income. Yields and returns fluctuate. The seven-day yield quotation more closely reflects current earnings of the Fund than the total return quotation. ================================================================================ 4 | USAA TREASURY MONEY MARKET TRUST ================================================================================ o 7-DAY YIELD COMPARISON o [CHART OF 7-DAY YIELD COMPARISON] USAA TREASURY iMoneyNet MONEY MARKET TRUST* AVERAGE* 11/25/2014 0.000 0.000 12/30/2014 0.000 0.000 1/27/2015 0.000 0.005 2/24/2015 0.000 0.000 3/31/2015 0.000 0.000 4/28/2015 0.000 0.000 5/26/2015 0.000 0.000 6/30/2015 0.000 0.005 7/28/2015 0.000 0.005 8/25/2015 0.000 0.000 9/29/2015 0.000 0.005 10/27/2015 0.000 0.000 11/24/2015 0.000 0.000 [END CHART] Data represents the last Tuesday of each month. Ending date 11/24/15. The graph tracks the Fund's seven-day yield against the iMoneyNet, Inc. average for all retail money market funds that hold U.S. Treasuries and repos backed by the U.S. Treasury and all retail money funds that hold 100% in U.S. Treasuries. iMoneyNet, Inc. is an organization that tracks the performance of money market funds. *Represents less than 0.01%. ================================================================================ INVESTMENT OVERVIEW | 5 ================================================================================ o CUMULATIVE PERFORMANCE OF $10,000 o [CHART OF CUMULATIVE PERFORMANCE] USAA TREASURY MONEY MARKET TRUST 11/30/05 $10,000.00 12/31/05 10,032.77 01/31/06 10,062.75 02/28/06 10,093.56 03/31/06 10,130.48 04/30/06 10,163.13 05/31/06 10,200.54 06/30/06 10,240.33 07/31/06 10,278.51 08/31/06 10,319.85 09/30/06 10,361.50 10/31/06 10,402.05 11/30/06 10,442.75 12/31/06 10,487.44 01/31/07 10,527.07 02/28/07 10,565.44 03/31/07 10,609.70 04/30/07 10,650.03 05/31/07 10,692.96 06/30/07 10,735.30 07/31/07 10,777.22 08/31/07 10,820.39 09/30/07 10,855.01 10/31/07 10,893.60 11/30/07 10,928.88 12/31/07 10,956.17 01/31/08 10,981.90 02/29/08 11,001.69 03/31/08 11,016.63 04/30/08 11,032.29 05/31/08 11,047.96 06/30/08 11,061.40 07/31/08 11,075.52 08/31/08 11,090.46 09/30/08 11,099.89 10/31/08 11,101.56 11/30/08 11,102.63 12/31/08 11,102.75 01/31/09 11,102.75 02/28/09 11,102.76 03/31/09 11,102.76 04/30/09 11,102.77 05/31/09 11,102.77 06/30/09 11,102.78 07/31/09 11,102.78 08/31/09 11,102.79 09/30/09 11,102.79 10/31/09 11,102.80 11/30/09 11,102.81 12/31/09 11,102.81 01/31/10 11,102.82 02/28/10 11,102.82 03/31/10 11,102.83 04/30/10 11,102.84 05/31/10 11,102.84 06/30/10 11,102.85 07/31/10 11,102.86 08/31/10 11,102.86 09/30/10 11,102.87 10/31/10 11,102.88 11/30/10 11,102.88 12/31/10 11,102.89 01/31/11 11,102.90 02/28/11 11,102.90 03/31/11 11,102.91 04/30/11 11,102.92 05/31/11 11,102.92 06/30/11 11,102.93 07/31/11 11,102.94 08/31/11 11,102.94 09/30/11 11,102.95 10/31/11 11,102.96 11/30/11 11,102.97 12/31/11 11,102.97 01/31/12 11,102.98 02/29/12 11,102.99 03/31/12 11,103.00 04/30/12 11,103.00 05/31/12 11,103.01 06/30/12 11,103.02 07/31/12 11,103.03 08/31/12 11,103.03 09/30/12 11,103.04 10/31/12 11,103.05 11/30/12 11,103.06 12/31/12 11,103.06 01/31/13 11,103.07 02/28/13 11,103.08 03/31/13 11,103.09 04/30/13 11,103.09 05/31/13 11,103.10 06/30/13 11,103.11 07/31/13 11,103.12 08/31/13 11,103.13 09/30/13 11,103.13 10/31/13 11,103.14 11/30/13 11,103.15 12/31/13 11,103.16 01/31/14 11,103.17 02/28/14 11,103.17 03/31/14 11,103.18 04/30/14 11,103.19 05/31/14 11,103.20 06/30/14 11,103.21 07/31/14 11,103.22 08/31/14 11,103.23 09/30/14 11,103.24 10/31/14 11,103.25 11/30/14 11,103.26 12/31/14 11,103.27 01/31/15 11,103.28 02/28/15 11,103.28 03/31/15 11,103.29 04/30/15 11,103.30 05/31/15 11,103.31 06/30/15 11,103.32 07/31/15 11,103.33 08/31/15 11,103.34 09/30/15 11,103.35 10/31/15 11,103.36 11/30/15 11,103.36 [END CHART] Data from 11/30/05 through 11/30/15. The graph illustrates the performance of a hypothetical $10,000 investment in the USAA Treasury Money Market Trust. Past performance is no guarantee of future results. The cumulative performance quoted does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of shares. Income may be subject to federal, state, or local taxes, or to the federal alternative minimum tax. For seven-day yield information, please refer to the Fund's Investment Overview page. ================================================================================ 6 | USAA TREASURY MONEY MARKET TRUST ================================================================================ o PORTFOLIO MIX - 11/30/15 o [PIE CHART OF PORTFOLIO MIX] REPURCHASE AGREEMENTS 94.3% U.S. TREASURY BILLS 5.4% [END CHART] Percentages are of the net assets of the Fund and may not equal 100%. ================================================================================ INVESTMENT OVERVIEW | 7 ================================================================================ PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) ------------------------------------------------------------------------------------------------------------ PRINCIPAL AMOUNT VALUE (000) SECURITY (000) ------------------------------------------------------------------------------------------------------------ U.S. TREASURY BILLS (5.4%)(a) $10,000 0.05%, 1/28/2016 (cost: $10,000) $ 10,000 -------- REPURCHASE AGREEMENTS (94.3%) 40,000 Bank of America, N.A., 0.11%, acquired 11/30/2015 and due on 12/01/2015 at $40,000 (collateralized by $38,967 of U.S. Treasury, 0.13%(b), due 4/15/2017; market value $40,800) 40,000 64,000 Credit Agricole Corp. Inv. Bank, 0.10%, acquired 11/30/2015 and due on 12/01/2015 at $64,000 (collateralized by $64,697 of U.S. Treasury, 0.13%(b), due 4/15/2020; market value $65,280) 64,000 25,000 Credit Agricole Corp. Inv. Bank, 0.11%, acquired 11/30/2015 and due on 12/01/2015 at $25,000 (collateralized by $23,904 of U.S. Treasury, 0.13%(b), due 1/15/2023; $1,566 of U.S. Treasury, 2.75%(c), due 2/15/2019; combined market value $25,500) 25,000 45,000 HSBC Bank USA, Inc., 0.08%, acquired 11/30/2015 and due on 12/01/2015 at $45,000 (collateralized by $41,843 of U.S. Treasury, 1.88%-4.38%(c), due 10/31/2022-11/15/2039; combined market value $45,902) 45,000 -------- Total Repurchase Agreements (cost: $174,000) 174,000 -------- TOTAL INVESTMENTS (COST: $184,000) $184,000 ======== --------------------------------------------------------------------------------------------------------------- ($ 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. Treasury Bills $- $ 10,000 $- $ 10,000 Repurchase Agreements $- $174,000 $- $174,000 --------------------------------------------------------------------------------------------------------------- Total $- $184,000 $- $184,000 --------------------------------------------------------------------------------------------------------------- ================================================================================ 8 | USAA TREASURY MONEY MARKET TRUST ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------- o GENERAL NOTES Values of securities are determined by procedures and practices discussed in Note 1A to the financial statements. The cost of securities at November 30, 2015, for federal income tax purposes, was approximately the same as that reported in 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. o SPECIFIC NOTES (a) Securities offered at a discount to face value rather than at a stated coupon rate. Rates represent the discount rates at purchase date. (b) U.S. Treasury inflation-indexed notes - designed to provide a real rate of return after being adjusted over time to reflect the impact of inflation. Their principal value periodically adjusts to the rate of inflation. They trade at the prevailing real, or after-inflation, interest rates. The U.S. Treasury guarantees repayment of these securities of at least their face value in the event of sustained deflation or a drop in prices. (c) Rates for U.S. Treasury notes or bonds represent the stated coupon payment rate at time of issuance. See accompanying notes to financial statements. ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 9 ================================================================================ STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) November 30, 2015 (unaudited) -------------------------------------------------------------------------------- ASSETS Investments in securities (amortized cost approximates market value) $ 10,000 Investments in repurchase agreements (cost approximates market value) 174,000 Cash 748 Receivables: Capital shares sold 405 USAA Asset Management Company (Note 4C) 7 -------- Total assets 185,160 -------- LIABILITIES Payables: Capital shares redeemed 571 Accrued management fees 19 Other accrued expenses and payables 39 -------- Total liabilities 629 -------- Net assets applicable to capital shares outstanding $184,531 ======== NET ASSETS CONSIST OF: Paid-in capital $184,533 Undistributed net investment loss (2) -------- Net assets applicable to capital shares outstanding $184,531 ======== Capital shares outstanding, unlimited number of shares authorized, no par value 184,533 ======== Net asset value, redemption price, and offering price per share $ 1.00 ======== See accompanying notes to financial statements. ================================================================================ 10 | USAA TREASURY MONEY MARKET TRUST ================================================================================ STATEMENT OF OPERATIONS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited) -------------------------------------------------------------------------------- INVESTMENT INCOME Interest income $ 58 ----- EXPENSES Management fees 92 Administration and servicing fees 74 Transfer agent's fees 70 Custody and accounting fees 37 Postage 4 Shareholder reporting fees 11 Trustees' fees 13 Registration fees 21 Professional fees 49 Other 4 ----- Total expenses 375 Expenses reimbursed (315) ----- Net expenses 60 ----- NET INVESTMENT LOSS $ (2) ===== See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 11 ================================================================================ STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited), and year ended May 31, 2015 -------------------------------------------------------------------------------- 11/30/2015 5/31/2015 -------------------------------------------------------------------------------- FROM OPERATIONS Net investment income (loss) $ (2) $ 1 ----------------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income - (1) ----------------------- FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold 95,462 43,838 Reinvested dividends - 1 Cost of shares redeemed (30,583) (52,601) ----------------------- Increase (decrease) in net assets from capital share transactions 64,879 (8,762) ----------------------- Net increase (decrease) in net assets 64,877 (8,762) NET ASSETS Beginning of period 119,654 128,416 ----------------------- End of period $184,531 $119,654 ======================= Undistributed net investment loss: End of period $ (2) $ - ======================= CHANGE IN SHARES OUTSTANDING Shares sold 95,462 43,838 Shares issued for dividends reinvested - 1 Shares redeemed (30,583) (52,601) ----------------------- Increase (decrease) in shares outstanding 64,879 (8,762) ======================= See accompanying notes to financial statements. ================================================================================ 12 | USAA TREASURY MONEY MARKET TRUST ================================================================================ NOTES TO FINANCIAL STATEMENTS November 30, 2015 (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 54 separate funds. Additionally, the Fund qualifies as a registered investment company under Accounting Standards Codification Topic 946. The information presented in this semiannual report pertains only to the USAA Treasury Money Market Trust (the Fund), which is classified as diversified under the 1940 Act. The Fund provides investors maximum current income while maintaining the highest degree of safety and liquidity. 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 13 ================================================================================ Asset Management Company (the Manager), an affiliate of the Fund. Among other things, these monthly meetings include a review and analysis of back testing reports, pricing service quotation comparisons, illiquid securities and fair value determinations, pricing movements, and daily stale price monitoring. The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below: 1. All securities held in the Fund are short-term debt securities which are valued pursuant to Rule 2a-7 under the 1940 Act. This method values a security at its purchase price, and thereafter, assumes a constant amortization to maturity of any premiums or discounts. 2. Repurchase agreements are valued at cost. 3. Securities for which amortized cost valuations are considered unreliable or whose values have been materially affected by a significant event are valued in good faith at fair value, using methods determined by the Committee, under procedures to stabilize net assets and valuation procedures approved by the Board. 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 indexes. 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. ================================================================================ 14 | USAA TREASURY MONEY MARKET TRUST ================================================================================ The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the 1940 Act. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2. C. 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. D. 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. Interest income is recorded daily on the accrual basis. Premiums and discounts are amortized over the life of the respective securities using the straight-line method. E. REPURCHASE AGREEMENTS - The Fund may enter into repurchase agreements with commercial banks or recognized security dealers pursuant to the terms of a Master Repurchase Agreement. A repurchase agreement is an arrangement wherein the Fund purchases securities and the seller agrees to repurchase the securities at an agreed upon time and at an agreed upon price. The purchased securities are marked-to-market daily to ensure their value is equal to or in excess of the purchase price plus accrued interest and are held by the Fund, either through its regular custodian or through a special "tri-party" custodian that maintains separate accounts for both the Fund and its counterparty, until maturity of the repurchase agreement. Master Repurchase Agreements typically contain netting provisions, which provide for the net settlement of all transactions and collateral with the Fund through a single payment in the event of default or termination. Repurchase agreements are subject to credit risk, and the Fund's Manager monitors the creditworthiness of sellers with which the Fund may enter into repurchase agreements. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 15 ================================================================================ Investments in repurchase agreements as presented on the Portfolio of Investments are not net settlement amounts but gross. At November 30, 2015, the value of the related collateral exceeded the value of the repurchase agreements, reducing the net settlement amount to zero. Details on the collateral are included on the Portfolio of Investments. F. 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 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 maintains segregated assets with a market value equal to or greater than the amount of its purchase commitments. G. 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, 2015, there were no custodian and other bank credits. H. 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. I. 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. ================================================================================ 16 | USAA TREASURY MONEY MARKET TRUST ================================================================================ (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 9.0 basis points of the amount of the committed loan agreement. Prior to September 30, 2015, the maximum annual facility fee was 7.0 basis points of the amount of the committed loan agreement. The facility fees are allocated among the USAA Funds based on their respective average net assets for the period. The USAA Funds may request an optional increase of the committed loan agreement up to $750 million. If the USAA Funds increase the committed loan agreement above the $500 million, the assessed facility fee by CAPCO will be increased to 10.0 basis points. For the six-month period ended November 30, 2015, the Fund paid CAPCO facility fees of less than $500, which represents 0.2% of the total fees paid to CAPCO by the USAA Funds. The Fund had no borrowings under this agreement during the six-month period ended November 30, 2015. (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, 2016, in accordance with applicable tax law. Net investment income is accrued daily as dividends and distributed to shareholders monthly. 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. At May 31, 2015, the Fund had no capital loss carryforwards, for federal income tax purposes. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 17 ================================================================================ For the six-month period ended November 30, 2015, 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 the Fund's 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) 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 Fund's investment management fee is accrued daily and paid monthly at an annualized rate of 0.125% of the Fund's average net assets. For the six-month period ended November 30, 2015, the Fund incurred management fees, paid or payable to the Manager, of $92,000. 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 0.10% of the Fund's average net assets. For the six-month period ended November 30, 2015, the Fund incurred administration and servicing fees, paid or payable to the Manager, of $74,000. In addition to the services provided under its Administration and Servicing Agreement with the Fund, the Manager also provides certain compliance and legal services for the benefit of the Fund. The Board has approved the reimbursement of a portion of these expenses incurred by the Manager. For the six-month period ended November 30, 2015, the Fund reimbursed the Manager $2,000 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 has voluntarily agreed, on a temporary basis, to reimburse management, administrative, or other fees ================================================================================ 18 | USAA TREASURY MONEY MARKET TRUST ================================================================================ to limit the Fund's expenses and attempt to prevent a negative yield. The Manager can modify or terminate this arrangement at any time without prior notice to shareholders. For the six-month period ended November 30, 2015, the Fund incurred reimbursable expenses of $315,000, of which $7,000 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 $25.50 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, 2015, the Fund incurred transfer agent's fees, paid or payable to SAS, of $70,000. 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. (5) TRANSACTIONS WITH AFFILIATES The Manager is indirectly wholly owned by United Services Automobile Association (USAA), a large, diversified financial services institution. 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 | 19 ================================================================================ (6) FINANCIAL HIGHLIGHTS Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, ------------------------------------------------------------------------------ 2015 2015 2014 2013 2012 2011 ------------------------------------------------------------------------------ Net asset value at beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ------------------------------------------------------------------------------ Income (loss) from investment operations: Net investment income (loss)(a) (.00) .00 .00 .00 .00 .00 Less distributions from: Net investment income(a) (.00) (.00) (.00) (.00) (.00) (.00) ------------------------------------------------------------------------------ Net asset value at end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ============================================================================== Total return (%)*(b),(e) .00 .00 .00 .00 .00 .00 Net assets at end of period (000) $184,531 $119,654 $128,416 $141,474 $150,266 $159,194 Ratios to average net assets:** Expenses (%)(b),(c) .08(d) .06 .04 .15 .08 .16 Expenses, excluding reimbursements (%)(c) .51(d) .52 .48 .49 .48 .48 Net investment income (loss) (%)(e) (.00)(d) .00 .00 .00 .00 .00 * 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, 2015, average net assets were $147,672,000. (a) Represents less than $0.01 per share. (b) Effective December 1, 2008, the Manager has voluntarily agreed, on a temporary basis, to reimburse management, administrative, or other fees to limit the Fund's expenses and attempt to prevent a negative yield. (c) Reflects total annual operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (.00%)(+) (.00%)(+) (+) Represents less than 0.01% of average net assets. (d) Annualized. The ratio is not necessarily indicative of 12 months of operations. (e) Represents less than 0.01%. ================================================================================ 20 | USAA TREASURY MONEY MARKET TRUST ================================================================================ EXPENSE EXAMPLE November 30, 2015 (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, 2015, through November 30, 2015. 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 ================================================================================ EXPENSE EXAMPLE | 21 ================================================================================ compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any direct costs, such as wire fees, redemption fees, or low balance fees. Therefore, the line labeled "hypothetical" in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these direct costs were included, your costs would have been higher. EXPENSES PAID BEGINNING ENDING DURING PERIOD* ACCOUNT VALUE ACCOUNT VALUE JUNE 1, 2015 - JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 ----------------------------------------------------------- Actual $1,000.00 $1,000.00 $0.40 Hypothetical (5% return before expenses) 1,000.00 1,024.60 0.40 *Expenses are equal to the Fund's annualized expense ratio of 0.08%, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/366 days (to reflect the one-half-year period). The Fund's actual ending account value is based on its actual total return of less than 0.01% for the six-month period of June 1, 2015, through November 30, 2015. ================================================================================ 22 | USAA TREASURY MONEY MARKET TRUST ================================================================================ 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 1700 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) (210) 531-8722 -------------------------------------------------------------------------------- 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) or (210) 531-8722; (ii) at USAA.COM; and (iii) in summary within the Statement of Additional Information on the SEC's website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's website at HTTP://WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling (800) 531-USAA (8722) or (210) 531-8722; (ii) at USAA.COM; and (iii) on the SEC's website at HTTP://WWW.SEC.GOV. These Forms N-Q also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. ================================================================================ -------------- USAA PRSRT STD 9800 Fredericksburg Road U.S. Postage San Antonio, TX 78288 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) ============================================================================= 23416-0116 (C)2016, USAA. All rights reserved. [LOGO OF USAA] USAA(R) [GRAPHIC OF USAA WORLD GROWTH FUND] ============================================================== SEMIANNUAL REPORT USAA WORLD GROWTH FUND FUND SHARES o INSTITUTIONAL SHARES o ADVISER SHARES NOVEMBER 30, 2015 ============================================================== ================================================================================ ================================================================================ PRESIDENT'S MESSAGE "A NEW YEAR IS A GREAT TIME TO REEVALUATE YOUR INVESTMENT PLAN TO HELP ENSURE YOU ARE STAYING [PHOTO OF BROOKS ENGLEHARDT] ON TRACK TOWARD YOUR FINANCIAL GOALS." -------------------------------------------------------------------------------- JANUARY 2016 The financial markets were volatile during the reporting period ended November 30, 2015, but U.S. stocks, the broad U.S. fixed-income market, and longer-term U.S. Treasury securities had experienced minimal change when the reporting period came to an end. Emerging markets stocks, in contrast, generally suffered losses, while stocks in non-U.S. developed markets also declined, though to a lesser extent. When the reporting period began in June 2015, Greece was once again in the headlines, as the country's debt problems reemerged and investors speculated about the future of the European Union. During July 2015, market turbulence increased. Worries about China's slow economic growth triggered a steep decline in the Chinese equity market, with many other emerging stock markets falling in a similar fashion. In response, the Chinese authorities surprised many investors by devaluing its currency, which added to investors' existing concerns about the health of the global economy. The result was a broad sell-off in riskier asset classes and a flight to the perceived safety of U.S. Treasury securities. Meanwhile, a divergence in global economic growth was reflected in the monetary policies being pursued by the world's central banks. Persistent economic weakness outside the United States led many central banks to cut interest rates and boost quantitative easing, resulting in low--and even negative--global interest rates. At the same time, the U.S. economy continued to grow, albeit slowly, and the Federal Reserve (the Fed) strongly signaled that it would begin to raise interest rates for the first time in seven years. As a result, shorter-term U.S. Treasury yields rose during the reporting period, while longer-term U.S. Treasury yields edged up slightly. On December 16, 2015, the Fed raised the target range for the federal funds rate from 0.25% to 0.50%. At USAA Investments, we believe it is less important when the first interest rate increase occurs than how quickly the Fed affects interest rates. We have long believed Fed policymakers are unlikely to raise interest rates rapidly because they will not want to jeopardize the U.S. economy. In addition, there appears to be no pressing reason, such as a higher rate of inflation, for them ================================================================================ ================================================================================ to do so. Therefore, the modest interest rate increase in December 2015 is consistent with our outlook. Also of note during the reporting period was the steady decline in commodities prices. What caused the drop in oil, natural gas, coal, and industrial metals prices? In our opinion, there was no single reason. Certainly, the divergence in global economic growth and central bank monetary policy created uncertainty in the world's commodities markets. But softening global demand and, in the case of energy, an increase in supply were also key factors. In addition, commodities are generally priced in U.S. dollars and the appreciation of the U.S. dollar during the reporting period dampened prices. A new year is a great time to reevaluate your investment plan to help ensure you are staying on track toward your financial goals. Investors also may want to consider making a 2016 IRA contribution. The sooner investors invest their money, the sooner it can start working for them. For assistance, please feel free to give our financial advisors a call. Looking ahead, we expect to see continued volatility--at least in the near term--in the financial markets. It's been several years since we've seen this kind of market turbulence, so the events of the reporting period are a helpful reminder that volatility is to be expected from time to time and is normal market behavior. Long-term investors should strive to make decisions based on their long-term objectives, time horizon, and risk tolerance, rather than in response to market turmoil. On behalf of all of us at USAA Investments, we wish you a happy, healthy, and prosperous year in 2016. Thank you for your continued investment in our family of mutual funds. Sincerely, /S/ BROOKS ENGLEHARDT Brooks Englehardt President USAA Investments PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. o As interest rates rise, bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. o Investments in foreign securities are subject to additional and more diverse risks, including but not limited to currency fluctuations, market illiquidity, and political and economic instability. Foreign investing may result in more rapid and extreme changes in value than investments made exclusively in the securities of U.S. companies. There may be less publicly available information relating to foreign companies than those in the U.S. Foreign securities may also be subject to foreign taxes. Investments made in emerging market countries may be particularly volatile. Economies of emerging market countries are generally less diverse and mature than more developed countries and may have less stable political systems. o Investments provided by USAA Investment Management Company and USAA Financial Advisors Inc., both registered broker dealers, and affiliates. ================================================================================ ================================================================================ TABLE OF CONTENTS -------------------------------------------------------------------------------- FUND OBJECTIVE 1 MANAGERS' COMMENTARY 2 INVESTMENT OVERVIEW 5 FINANCIAL INFORMATION Portfolio of Investments 13 Notes to Portfolio of Investments 20 Financial Statements 22 Notes to Financial Statements 26 EXPENSE EXAMPLE 42 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)2016, USAA. All rights reserved. 200998-0116 ================================================================================ ================================================================================ FUND OBJECTIVE THE USAA WORLD GROWTH FUND (THE FUND) SEEKS CAPITAL APPRECIATION. -------------------------------------------------------------------------------- TYPES OF INVESTMENTS The Fund's principal investment strategy is to invest its assets primarily in equity securities of both foreign (including emerging markets) and domestic issuers. The "equity securities" in which the Fund principally invests are common stocks, depositary receipts, preferred stocks, securities convertible into common stocks, and securities that carry the right to buy common stocks, including rights and warrants. While the Fund may invest in companies of any size, it generally focuses on companies with large market capitalizations. The Fund may invest a large percentage of its assets in securities of issuers in a single country, a small number of countries, or a particular geographic region. Investments are selected primarily based on fundamental analysis of individual issuers and their potential in light of their financial condition, market, economic, political, and regulatory conditions. Factors considered may include analysis of an issuer's earnings, cash flows, competitive position, and management ability. Quantitative models that systematically evaluate an issuer's valuation, price and earnings momentum, earnings quality, and other factors also may be considered. 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. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election or change or revoke a prior withholding election, call (800) 531-USAA (8722) or (210) 531-8722. If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. ================================================================================ FUND OBJECTIVE | 1 ================================================================================ MANAGERS' COMMENTARY ON THE FUND -------------------------------------------------------------------------------- [PHOTO OF DAVID R. MANNHEIM] [PHOTO OF ROGER MORLEY] DAVID R. MANNHEIM ROGER MORLEY MFS MFS Investment Management Investment Management -------------------------------------------------------------------------------- o PLEASE REVIEW MARKET CONDITIONS OVER DURING THE REPORTING PERIOD. The reporting period ended November 30, 2015, was dominated by speculation over both Federal Reserve (the Fed) policy and China's growth outlook, against a continued backdrop of elevated geopolitical uncertainty. The Fed has appeared on the verge of an interest rate increase for several quarters, but was given pause by a deterioration in economic conditions globally that has been reflected in unprecedented actions by central banks in Europe and Japan to jump start their economies. Concerns continued to mount over the ability of China to maintain acceptable growth levels as it transitions to a more balanced economic model. In August 2015, the Chinese government devalued its currency, the renminbi, leading to fears of a potential global currency war. Oil and other commodities continued their decline over the reporting period, putting further pressure on the financial stability of a number of emerging markets. On the geopolitical front, Syria was added to Ukraine as a focal point for tensions between Russia and the U.S.-led NATO alliance. As the reporting period drew to a close, markets began to prepare for the Fed's initial interest rate hike on the back of a strengthening U.S. employment picture. While U.S. stocks in aggregate managed to finish the reporting period around where they started, the same was not true with respect to overseas markets, which closed notably lower. ================================================================================ 2 | USAA WORLD GROWTH FUND ================================================================================ o HOW DID THE USAA WORLD GROWTH FUND (THE FUND) PERFORM DURING THE REPORTING PERIOD? The Fund has three share classes: Fund Shares, Institutional Shares, and Adviser Shares. For the reporting period ended November 30, 2015, the Fund Shares and Adviser Shares had a total return of -3.56% and -3.68%, respectively. This compares to returns of -4.52% for the Lipper Global Funds Index and -3.97% for the MSCI World Index (Index). The Institutional Shares commenced operation on August 7, 2015 and from that time through November 30, 2015, had a total return of -3.99%. USAA Asset Management Company (the Manager) is the Fund's investment adviser. As the investment adviser, the Manager employs dedicated resources to support the research, selection, and monitoring of the Fund's subadvisers. MFS Investment Management (MFS) is the subadviser to the Fund. The subadviser provides day-to-day discretionary management for the Fund's assets. o WHAT FACTORS DROVE THE FUND'S PERFORMANCE RELATIVE TO THE INDEX? During the reporting period, strong stock selection in the basic materials sector contributed to relative performance primarily due to the Fund's lack of exposure to poor-performing metals and mining stocks. However, none of the Fund's holdings within this sector were among the largest individual contributors during the reporting period. An overweight position in the consumer staples sector also contributed to relative performance. Within the consumer staples sector, overweight positions in household products manufacturer Reckitt Benckiser Group plc (United Kingdom), brewer Heineken N.V. (Netherlands), pulp and paper manufacturer and consumer goods company Svenska Cellulosa AB "B" (Sweden), food manufacturer Kellogg Co. and global spirits company Diageo plc (United Kingdom) helped relative returns. Strong stock selection in the health care sector also Refer to page 6 for benchmark definitions. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. You will find a complete list of securities that the Fund owns on pages 13-19. ================================================================================ MANAGERS' COMMENTARY ON THE FUND | 3 ================================================================================ added to relative performance, particularly an overweight position in health sciences instruments maker Thermo Fisher Scientific, Inc. Elsewhere, the Fund's overweight positions in management consulting firm Accenture plc "A", global payments technology firm Visa, Inc. "A", automotive replacement parts distributor AutoZone, Inc. and media company Walt Disney Co. helped relative results. Conversely, weak stock selection in the consumer discretionary sector detracted from relative performance, in particular a lack of holdings in internet retailer Amazon.com, Inc. The Fund's underweight position in the technology sector further detracted from relative returns. Within the technology sector, the Fund's lack of holdings in the company Alphabet Inc. (formerly known as Google), software giant Microsoft Corporation and social networking service provider Facebook, Inc. weighed on relative results, as all three stocks significantly outpaced the market during the reporting period. Stock selection in the industrial goods and services sector also hindered relative performance. Here, overweight positions in building systems and aerospace products and services provider United Technologies Corp. and electrical distribution equipment manufacturer Schneider Electric SE (France) negatively impacted relative returns. In other areas of the market, overweight positions in media company Time Warner Cable, Inc., banking group Standard Chartered plc (United Kingdom), apparel retailer Urban Outfitters, Inc. and investment management firm Franklin Resources, Inc. also hindered relative returns. Finally, while all of MFS' investment decisions are driven by individual company fundamentals, the Fund's currency exposures during the reporting period detracted from relative performance. MFS has maintained a focus on company fundamentals and valuations rather than macroeconomic forecasts, taking advantage of relative valuation shifts in the market. Through a focus on reasonably valued companies with sustainable, above-average growth prospects, MFS believes that the Fund remains well positioned to outperform the market through a wide range of economic, market and currency environments. Thank you for your investment in the Fund. FOREIGN INVESTING IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY. ================================================================================ 4 | USAA WORLD GROWTH FUND ================================================================================ INVESTMENT OVERVIEW USAA WORLD GROWTH FUND SHARES (FUND SHARES) (Ticker Symbol: USAWX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $1.2 Billion $1.2 Billion Net Asset Value Per Share $27.67 $28.69 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEARS 10 YEARS -3.56% -0.31% 11.16% 7.93% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEARS 10 YEARS -1.62% 9.00% 7.32% -------------------------------------------------------------------------------- EXPENSE RATIO AS OF 5/31/15** -------------------------------------------------------------------------------- 1.17% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratio represents the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and is calculated as a percentage of average net assets. This expense ratio may differ from the expense ratio 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. ================================================================================ INVESTMENT OVERVIEW | 5 ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] USAA WORLD GROWTH MSCI WORLD LIPPER GLOBAL FUND SHARES INDEX FUNDS INDEX 11/30/05 $10,000.00 $10,000.00 $10,000.00 12/31/05 10,273.87 10,221.55 10,310.96 01/31/06 10,740.60 10,677.97 10,840.88 02/28/06 10,769.41 10,662.08 10,765.06 03/31/06 11,005.66 10,896.52 11,040.58 04/30/06 11,357.15 11,227.35 11,342.48 05/31/06 11,126.67 10,843.84 10,922.81 06/30/06 11,201.57 10,840.66 10,899.00 07/31/06 11,374.44 10,908.31 10,900.79 08/31/06 11,691.35 11,191.46 11,187.28 09/30/06 11,887.27 11,324.90 11,340.47 10/31/06 12,204.18 11,740.56 11,703.18 11/30/06 12,503.81 12,028.06 12,037.84 12/31/06 12,735.26 12,272.61 12,300.61 01/31/07 12,990.47 12,417.49 12,490.26 02/28/07 12,843.73 12,352.87 12,364.30 03/31/07 12,984.09 12,579.00 12,613.08 04/30/07 13,532.81 13,133.75 13,095.41 05/31/07 13,762.50 13,501.75 13,499.85 06/30/07 13,698.70 13,397.61 13,480.22 07/31/07 13,411.58 13,100.90 13,207.51 08/31/07 13,488.15 13,090.96 13,185.28 09/30/07 14,030.48 13,713.51 13,722.86 10/31/07 14,362.26 14,134.12 14,190.59 11/30/07 14,107.04 13,556.38 13,566.05 12/31/07 13,921.66 13,381.48 13,441.54 01/31/08 12,962.02 12,358.88 12,493.58 02/29/08 12,982.58 12,287.35 12,382.09 03/31/08 13,181.36 12,169.57 12,304.70 04/30/08 13,585.78 12,809.18 12,843.40 05/31/08 13,805.13 13,004.50 13,020.98 06/30/08 12,639.85 11,967.30 11,944.17 07/31/08 12,461.63 11,674.88 11,665.75 08/31/08 12,310.83 11,510.89 11,537.48 09/30/08 11,234.66 10,141.81 10,317.70 10/31/08 9,418.20 8,218.91 8,463.73 11/30/08 8,760.16 7,686.91 7,896.43 12/31/08 9,188.51 7,933.54 8,229.55 01/31/09 8,273.95 7,238.51 7,613.17 02/28/09 7,473.70 6,497.58 6,964.73 03/31/09 8,088.18 6,987.56 7,426.95 04/30/09 8,866.99 7,771.42 8,126.95 05/31/09 9,610.07 8,475.56 8,861.13 06/30/09 9,638.65 8,437.32 8,843.62 07/31/09 10,581.79 9,151.93 9,582.09 08/31/09 10,910.47 9,529.50 9,963.01 09/30/09 11,432.05 9,909.33 10,326.71 10/31/09 11,217.70 9,733.03 10,114.13 11/30/09 11,782.16 10,130.75 10,507.67 12/31/09 12,070.41 10,312.67 10,785.83 01/31/10 11,560.59 9,886.43 10,376.49 02/28/10 11,711.38 10,025.80 10,521.09 03/31/10 12,431.58 10,646.70 11,135.41 04/30/10 12,402.79 10,648.20 11,178.41 05/31/10 11,143.07 9,632.31 10,142.11 06/30/10 10,876.74 9,298.11 9,838.98 07/31/10 11,790.93 10,051.94 10,618.28 08/31/10 11,265.45 9,676.65 10,211.04 09/30/10 12,402.79 10,578.95 11,211.43 10/31/10 12,935.47 10,973.29 11,660.12 11/30/10 12,633.14 10,736.38 11,424.67 12/31/10 13,541.24 11,525.78 12,229.94 01/31/11 13,635.37 11,786.17 12,403.22 02/28/11 14,062.61 12,198.83 12,800.24 03/31/11 14,004.68 12,078.53 12,826.19 04/30/11 14,895.36 12,591.66 13,306.28 05/31/11 14,779.50 12,330.44 13,019.77 06/30/11 14,583.98 12,135.38 12,772.39 07/31/11 14,265.37 11,915.34 12,483.66 08/31/11 13,193.65 11,075.81 11,480.37 09/30/11 11,955.39 10,119.19 10,301.26 10/31/11 13,345.72 11,165.89 11,374.43 11/30/11 13,142.96 10,893.27 11,170.81 12/31/11 12,952.32 10,887.21 11,011.99 01/31/12 13,668.65 11,433.57 11,714.59 02/29/12 14,392.28 11,992.08 12,295.89 03/31/12 14,808.92 12,146.26 12,375.98 04/30/12 14,691.97 12,008.33 12,158.03 05/31/12 13,456.67 10,971.72 11,072.06 06/30/12 14,026.81 11,530.79 11,564.93 07/31/12 14,246.09 11,679.02 11,726.05 08/31/12 14,699.28 11,975.11 11,931.39 09/30/12 15,064.75 12,304.10 12,237.25 10/31/12 15,086.68 12,220.96 12,227.23 11/30/12 15,547.17 12,377.45 12,365.22 12/31/12 15,984.38 12,610.22 12,764.00 01/31/13 16,892.08 13,252.58 13,397.12 02/28/13 17,039.67 13,274.46 13,369.11 03/31/13 17,401.27 13,586.38 13,673.47 04/30/13 17,652.18 14,013.21 14,062.61 05/31/13 17,888.33 14,018.50 14,153.36 06/30/13 17,460.31 13,673.08 13,841.60 07/31/13 18,463.95 14,392.91 14,541.15 08/31/13 17,925.23 14,086.56 14,236.75 09/30/13 18,906.73 14,791.07 14,950.84 10/31/13 19,497.10 15,370.04 15,473.21 11/30/13 19,902.98 15,643.19 15,762.03 12/31/13 20,418.20 15,974.19 16,047.16 01/31/14 19,436.19 15,382.54 15,504.49 02/28/14 20,607.05 16,152.60 16,261.92 03/31/14 20,531.51 16,175.98 16,327.23 04/30/14 20,659.92 16,341.73 16,406.06 05/31/14 21,150.93 16,663.25 16,737.28 06/30/14 21,354.88 16,961.34 17,027.70 07/31/14 20,735.46 16,690.44 16,663.87 08/31/14 21,098.05 17,058.21 17,045.04 09/30/14 20,531.51 16,595.45 16,524.62 10/31/14 20,780.79 16,702.81 16,635.34 11/30/14 21,505.96 17,037.54 16,959.08 12/31/14 21,176.54 16,762.81 16,666.62 01/31/15 20,843.36 16,459.07 16,456.01 02/28/15 22,021.12 17,423.39 17,364.24 03/31/15 21,819.66 17,150.65 17,176.18 04/30/15 22,098.61 17,552.88 17,528.61 05/31/15 22,230.33 17,613.35 17,627.76 06/30/15 21,765.42 17,203.79 17,264.02 07/31/15 22,269.07 17,512.60 17,444.51 08/31/15 20,657.39 16,353.71 16,311.67 09/30/15 20,084.01 15,750.52 15,707.71 10/31/15 21,618.20 16,998.65 16,831.12 11/30/15 21,439.99 16,914.07 16,830.36 [END CHART] Data from 11/30/05 through 11/30/15. The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA World Growth Fund Shares to the following benchmarks: o The unmanaged MSCI World Index reflects the movements of world stock markets by representing a broad selection of domestically listed companies within each market. o The unmanaged Lipper Global Funds Index tracks the total return performance of the 30 largest funds within the Lipper Global Funds category. Past performance is no guarantee of future results, and the cumulative performance quoted does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of shares. Indexes are unmanaged and you cannot invest directly in an index. The return information for the indexes does not reflect the deduction of any fees, expenses, or taxes, except that the Lipper Global Funds Index reflects the fees and expenses of the underlying funds included in the index. ================================================================================ 6 | USAA WORLD GROWTH FUND ================================================================================ USAA WORLD GROWTH FUND INSTITUTIONAL SHARES* (INSTITUTIONAL SHARES) (Ticker Symbol: UIWGX) -------------------------------------------------------------------------------- 11/30/15 -------------------------------------------------------------------------------- Net Assets $4.8 Million Net Asset Value Per Share $27.68 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN AS OF 11/30/15 -------------------------------------------------------------------------------- SINCE INCEPTION 8/07/15** -3.99% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN AS OF 12/31/15 -------------------------------------------------------------------------------- SINCE INCEPTION 8/07/15** -6.71% -------------------------------------------------------------------------------- EXPENSE RATIOS*** -------------------------------------------------------------------------------- BEFORE REIMBURSEMENT 1.31% AFTER REIMBURSEMENT 1.10% 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. *The Institutional Shares commenced operations on August 7, 2015. **Total returns for periods of less than one year are not annualized. This return is cumulative. ***The expense ratios are reported in the Fund's prospectus dated October 1, 2015, and are based on estimated expenses for the current fiscal year. USAA Asset Management Company (the Manager) has agreed, through October 1, 2016, to make payments or waive management, administration, and other fees so that the total annual operating expenses of the Institutional Shares (exclusive of commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 1.10% of the Institutional Shares' average net assets. If the total annual operating expense ratio of the Institutional Shares is lower than 1.10%, the Institutional Shares will operate at that lower expense ratio. 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, 2016. These estimated expense ratios may differ from the expense ratios disclosed in the Financial Highlights, which excludes acquired fund fees and expenses. Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on distributions (including capital gains distributions), redemption of shares, or reinvested net investment income. The Institutional Shares are available for investment through a USAA discretionary managed account program, and certain advisory programs sponsored by financial intermediaries, such as brokerage firms, investment advisors, financial planners, third-party administrators, and insurance companies. Institutional Shares also are available to institutional investors, which include retirement plans, endowments, foundations, and bank trusts, as well as other persons or legal entities that the Fund may approve from time to time, or for purchase by a USAA fund participating in a fund-of-funds investment strategy (USAA fund-of-funds). ================================================================================ INVESTMENT OVERVIEW | 7 ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] MSCI WORLD LIPPER GLOBAL USAA WORLD GROWTH FUND INDEX FUNDS INDEX INSTITUTIONAL SHARES 07/31/15 $10,000.00 $10,000.00 $10,000.00 08/31/15 9,338.25 9,350.60 9,247.31 09/30/15 8,993.82 9,004.38 8,994.10 10/31/15 9,706.53 9,648.38 9,677.42 11/30/15 9,658.23 9,647.94 9,601.11 [END CHART] Data from 7/31/15 through 11/30/15.* The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA World Growth Fund Institutional Shares to the Fund's benchmarks listed above (see page 6 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, except that the Lipper Global Funds Index reflects the fees and expenses of the underlying funds included in the index. *The performance of the MSCI World Index and the Lipper Global Funds Index is calculated from the end of the month, July 31, 2015, while the Institutional Shares' inception date is August 7, 2015. There may be a slight variation of performance numbers because of this difference. ================================================================================ 8 | USAA WORLD GROWTH FUND ================================================================================ USAA WORLD GROWTH FUND ADVISER SHARES (ADVISER SHARES) (Ticker Symbol: USWGX) -------------------------------------------------------------------------------- 11/30/15 5/31/15 -------------------------------------------------------------------------------- Net Assets $17.3 Million $26.8 Million Net Asset Value Per Share $27.50 $28.55 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 11/30/15 -------------------------------------------------------------------------------- 5/31/15-11/30/15* 1 YEAR 5 YEAR SINCE INCEPTION 8/01/10 -3.68% -0.54% 10.86% 11.06% -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/15 -------------------------------------------------------------------------------- 1 YEAR 5 YEAR SINCE INCEPTION 8/01/10 -1.87% 8.72% 10.29% -------------------------------------------------------------------------------- EXPENSE RATIO AS OF 5/31/15** -------------------------------------------------------------------------------- 1.38% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM. *Total returns for periods of less than one year are not annualized. This return is cumulative. **The expense ratio represents the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund's prospectus dated October 1, 2015, and is calculated as a percentage of average net assets. This expense ratio may differ from the expense ratio 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. ================================================================================ INVESTMENT OVERVIEW | 9 ================================================================================ o CUMULATIVE PERFORMANCE COMPARISON o [CHART OF CUMULATIVE PERFORMANCE COMPARISON] USAA WORLD GROWTH FUND MSCI WORLD LIPPER GLOBAL ADVISER SHARES INDEX FUNDS INDEX 07/31/10 $10,000.00 $10,000.00 $10,000.00 08/31/10 9,321.02 9,626.65 9,616.47 09/30/10 10,256.10 10,524.29 10,558.61 10/31/10 10,696.84 10,916.59 10,981.18 11/30/10 10,446.69 10,680.91 10,759.44 12/31/10 11,190.54 11,466.23 11,517.82 01/31/11 11,262.39 11,725.27 11,681.02 02/28/11 11,615.65 12,135.80 12,054.91 03/31/11 11,567.75 12,016.12 12,079.35 04/30/11 12,298.22 12,526.60 12,531.49 05/31/11 12,196.43 12,266.73 12,261.66 06/30/11 12,028.78 12,072.67 12,028.69 07/31/11 11,765.33 11,853.77 11,756.77 08/31/11 10,879.19 11,018.59 10,811.90 09/30/11 9,855.34 10,066.91 9,701.45 10/31/11 10,998.94 11,108.19 10,712.13 11/30/11 10,831.29 10,836.98 10,520.36 12/31/11 10,668.98 10,830.96 10,370.79 01/31/12 11,259.70 11,374.49 11,032.48 02/29/12 11,850.41 11,930.12 11,579.93 03/31/12 12,187.96 12,083.50 11,655.36 04/30/12 12,091.52 11,946.28 11,450.10 05/31/12 11,072.84 10,915.03 10,427.37 06/30/12 11,543.00 11,471.21 10,891.53 07/31/12 11,717.80 11,618.68 11,043.27 08/31/12 12,085.49 11,913.23 11,236.65 09/30/12 12,386.87 12,240.53 11,524.70 10/31/12 12,398.93 12,157.81 11,515.27 11/30/12 12,772.64 12,313.49 11,645.22 12/31/12 13,126.95 12,545.06 12,020.78 01/31/13 13,867.35 13,184.10 12,617.04 02/28/13 13,982.66 13,205.87 12,590.67 03/31/13 14,273.97 13,516.17 12,877.30 04/30/13 14,480.31 13,940.80 13,243.78 05/31/13 14,668.44 13,946.07 13,329.25 06/30/13 14,316.45 13,602.43 13,035.64 07/31/13 15,135.74 14,318.54 13,694.46 08/31/13 14,686.65 14,013.77 13,407.78 09/30/13 15,487.74 14,714.64 14,080.30 10/31/13 15,973.25 15,290.62 14,572.24 11/30/13 16,307.03 15,562.36 14,844.25 12/31/13 16,718.76 15,891.65 15,112.78 01/31/14 15,917.90 15,303.05 14,601.71 02/28/14 16,873.97 16,069.14 15,315.03 03/31/14 16,811.89 16,092.39 15,376.53 04/30/14 16,917.43 16,257.29 15,450.78 05/31/14 17,320.97 16,577.15 15,762.71 06/30/14 17,482.38 16,873.70 16,036.22 07/31/14 16,973.30 16,604.19 15,693.57 08/31/14 17,258.88 16,970.07 16,052.54 09/30/14 16,799.47 16,509.70 15,562.43 10/31/14 16,998.13 16,616.50 15,666.70 11/30/14 17,587.93 16,949.51 15,971.60 12/31/14 17,320.51 16,676.19 15,696.17 01/31/15 17,040.64 16,374.03 15,497.82 02/28/15 18,001.12 17,333.36 16,353.16 03/31/15 17,829.38 17,062.03 16,176.06 04/30/15 18,058.37 17,462.18 16,507.96 05/31/15 18,160.15 17,522.33 16,601.34 06/30/15 17,778.49 17,114.90 16,258.78 07/31/15 18,185.58 17,422.11 16,428.76 08/31/15 16,862.53 16,269.21 15,361.88 09/30/15 16,391.83 15,669.13 14,793.08 10/31/15 17,638.55 16,910.82 15,851.08 11/30/15 17,492.26 16,826.67 15,850.37 [END CHART] Data from 7/31/10 through 11/30/15.* The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA World Growth Fund Adviser Shares to the Fund's benchmarks listed above (see page 6 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, except that the Lipper Global Funds Index reflects the fees and expenses of the underlying funds included in the index. *The performance of the MSCI World Index and Lipper Global Funds Index is calculated from the end of the month of July 31, 2010, while the inception date of the Adviser Shares is August 1, 2010. There may be a slight variation of performance numbers because of this difference. ================================================================================ 10 | USAA WORLD GROWTH FUND ================================================================================ o TOP 10 INDUSTRIES - 11/30/15 o (% of Net Assets) Health Care Equipment .................................................... 6.7% Packaged Foods & Meat .................................................... 5.9% Asset Management & Custody Banks ......................................... 5.7% Household Products ....................................................... 5.3% Movies & Entertainment ................................................... 5.3% Aerospace & Defense ...................................................... 4.7% Pharmaceuticals .......................................................... 4.7% Life Sciences Tools & Services ........................................... 3.7% Distillers & Vintners .................................................... 3.5% Apparel, Accessories & Luxury Goods ...................................... 3.4% o TOP 10 EQUITY HOLDINGS - 11/30/15 o (% of Net Assets) Thermo Fisher Scientific, Inc. ........................................... 2.7% Walt Disney Co. .......................................................... 2.7% Nestle S.A. .............................................................. 2.6% Accenture plc "A" ........................................................ 2.5% Honeywell International, Inc. ............................................ 2.5% Reckitt Benckiser Group plc .............................................. 2.4% Time Warner, Inc. ........................................................ 2.4% Visa, Inc. "A" ........................................................... 2.3% State Street Corp. ....................................................... 2.2% Bayer AG ................................................................. 2.2% You will find a complete list of securities that the Fund owns on pages 13-19. ================================================================================ INVESTMENT OVERVIEW | 11 ================================================================================ o COUNTRY ALLOCATION - 11/30/15 o [PIE CHART OF COUNTRY ALLOCATION] UNITED STATES 54.6% UNITED KINGDOM 10.5% SWITZERLAND 8.3% FRANCE 7.7% GERMANY 6.3% OTHER* 12.2% [END CHART] * Includes countries that represent less than 3% of portfolio, and money market instruments. Percentages are of the net assets of the Fund and may not equal 100%. ================================================================================ 12 | USAA WORLD GROWTH FUND ================================================================================ PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------- COMMON STOCKS (99.2%) CONSUMER DISCRETIONARY (18.7%) ------------------------------ ADVERTISING (2.5%) 153,492 Omnicom Group, Inc. $ 11,346 788,543 WPP plc(a) 18,230 ---------- 29,576 ---------- APPAREL RETAIL (0.5%) 267,858 Urban Outfitters, Inc.* 6,000 ---------- APPAREL, ACCESSORIES & LUXURY GOODS (3.4%) 358,321 Burberry Group plc(a) 6,715 147,757 Compagnie Financiere Richemont S.A.(a) 11,033 6,031 Hermes International(a) 2,122 123,639 LVMH Moet Hennessy Louis Vuitton SE(a) 20,716 ---------- 40,586 ---------- AUTO PARTS & EQUIPMENT (0.8%) 107,258 Delphi Automotive plc 9,426 ---------- AUTOMOTIVE RETAIL (0.9%) 12,888 AutoZone, Inc.* 10,101 ---------- CABLE & SATELLITE (2.1%) 706,688 Sky plc(a) 11,772 70,608 Time Warner Cable, Inc. 13,046 ---------- 24,818 ---------- CASINOS & GAMING (0.6%) 601,600 Sands China Ltd.(a) 2,022 635,669 William Hill plc(a) 3,424 24,478 Wynn Resorts Ltd. 1,536 ---------- 6,982 ---------- MOTORCYCLE MANUFACTURERS (0.2%) 35,384 Harley-Davidson, Inc. 1,731 ---------- MOVIES & ENTERTAINMENT (5.3%) 407,092 Time Warner, Inc. 28,488 ================================================================================ PORTFOLIO OF INVESTMENTS | 13 ================================================================================ -------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------- 51,687 Viacom, Inc. "B" $ 2,574 274,944 Walt Disney Co. 31,198 ---------- 62,260 ---------- RESTAURANTS (1.8%) 842,926 Compass Group plc(a) 14,650 34,160 McDonald's Corp. 3,900 40,820 Whitbread plc(a) 2,796 ---------- 21,346 ---------- SPECIALTY STORES (0.6%) 290,375 Sally Beauty Holdings, Inc.* 7,509 ---------- Total Consumer Discretionary 220,335 ---------- CONSUMER STAPLES (17.4%) ------------------------ BREWERS (2.4%) 1,065,629 Ambev S.A. 5,134 115,691 Carlsberg A/S "B"(a) 9,820 153,203 Heineken N.V.(a) 13,612 ---------- 28,566 ---------- DISTILLERS & VINTNERS (3.5%) 843,927 Diageo plc(a) 24,226 151,976 Pernod Ricard S.A.(a) 17,281 ---------- 41,507 ---------- FOOD RETAIL (0.3%) 35,400 Lawson, Inc.(a) 2,691 ---------- HOUSEHOLD PRODUCTS (5.3%) 228,411 Colgate-Palmolive Co. 15,002 304,326 Reckitt Benckiser Group plc(a) 28,555 653,576 Svenska Cellulosa AB "B"(a) 18,839 ---------- 62,396 ---------- PACKAGED FOODS & MEAT (5.9%) 296,561 DANONE S.A.(a) 20,756 266,432 Kellogg Co. 18,322 415,020 Nestle S.A.(a) 30,754 ---------- 69,832 ---------- Total Consumer Staples 204,992 ---------- ENERGY (1.6%) ------------- OIL & GAS EQUIPMENT & SERVICES (1.3%) 114,441 National Oilwell Varco, Inc. 4,273 143,119 Schlumberger Ltd. 11,042 ---------- 15,315 ---------- ================================================================================ 14 | USAA WORLD GROWTH FUND ================================================================================ -------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------- OIL & GAS EXPLORATION & PRODUCTION (0.3%) 399,500 INPEX Corp.(a) $ 3,981 ---------- Total Energy 19,296 ---------- FINANCIALS (12.8%) ------------------ ASSET MANAGEMENT & CUSTODY BANKS (5.7%) 494,554 Bank of New York Mellon Corp. 21,681 298,338 Franklin Resources, Inc. 12,506 151,496 Julius Baer Group Ltd.*(a) 7,234 356,344 State Street Corp. 25,864 ---------- 67,285 ---------- CONSUMER FINANCE (1.4%) 233,394 American Express Co. 16,720 ---------- DIVERSIFIED BANKS (2.1%) 17,705 Credicorp Ltd. 1,870 173,287 Erste Group Bank AG*(a) 5,313 782,913 Grupo Financiero Banorte S.A. "O" 4,198 458,103 Itau Unibanco Holding S.A. ADR 3,243 540,300 Kasikornbank PCL(a) 2,559 10,597 Komercni Banka A/S(a) 2,152 575,530 Standard Chartered plc(a) 4,830 ---------- 24,165 ---------- DIVERSIFIED CAPITAL MARKETS (1.5%) 908,218 UBS Group AG(a) 17,400 ---------- INVESTMENT BANKING & BROKERAGE (1.2%) 75,654 Goldman Sachs Group, Inc. 14,376 ---------- REINSURANCE (0.4%) 50,084 Swiss Re AG(a) 4,765 ---------- SPECIALIZED FINANCE (0.5%) 74,651 Deutsche Boerse AG(a) 6,403 ---------- Total Financials 151,114 ---------- HEALTH CARE (17.2%) ------------------- HEALTH CARE EQUIPMENT (6.7%) 268,358 Medtronic plc 20,218 51,123 Sonova Holding AG(a) 6,441 274,922 St. Jude Medical, Inc. 17,348 181,755 Stryker Corp. 17,532 165,482 Zimmer Biomet Holdings, Inc. 16,715 ---------- 78,254 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 15 ================================================================================ -------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------- HEALTH CARE SUPPLIES (2.1%) 45,719 Cooper Companies, Inc. $ 6,686 144,953 DENTSPLY International, Inc. 8,793 238,000 Hoya Corp.(a) 9,658 ---------- 25,137 ---------- LIFE SCIENCES TOOLS & SERVICES (3.7%) 228,924 Thermo Fisher Scientific, Inc. 31,683 92,446 Waters Corp.* 12,279 ---------- 43,962 ---------- PHARMACEUTICALS (4.7%) 189,580 Bayer AG(a) 25,298 78,532 Johnson & Johnson 7,951 103,105 Merck KGaA(a) 10,552 41,611 Roche Holding AG(a) 11,124 ---------- 54,925 ---------- Total Health Care 202,278 ---------- INDUSTRIALS (14.8%) ------------------- AEROSPACE & DEFENSE (4.7%) 284,489 Honeywell International, Inc. 29,573 85,358 MTU Aero Engines AG(a) 8,473 176,666 United Technologies Corp. 16,969 ---------- 55,015 ---------- AIR FREIGHT & LOGISTICS (1.6%) 178,673 United Parcel Service, Inc. "B" 18,405 ---------- AIRPORT SERVICES (0.4%) 37,839 Aena S.A.*(a) 4,289 ---------- ELECTRICAL COMPONENTS & EQUIPMENT (2.2%) 183,548 Legrand S.A.(a) 10,790 24,956 Rockwell Automation, Inc. 2,656 205,206 Schneider Electric SE(a) 12,990 ---------- 26,436 ---------- HUMAN RESOURCE & EMPLOYMENT SERVICES (0.8%) 144,177 Adecco S.A.*(a) 9,846 ---------- INDUSTRIAL CONGLOMERATES (1.7%) 124,521 3M Co. 19,498 ---------- RAILROADS (2.2%) 341,950 Canadian National Railway Co. 20,431 69,703 Union Pacific Corp. 5,852 ---------- 26,283 ---------- ================================================================================ 16 | USAA WORLD GROWTH FUND ================================================================================ -------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------- TRADING COMPANIES & DISTRIBUTORS (1.2%) 88,594 Brenntag AG(a) $ 4,840 66,914 NOW, Inc.* 1,230 40,996 W.W. Grainger, Inc. 8,221 ---------- 14,291 ---------- Total Industrials 174,063 ---------- INFORMATION TECHNOLOGY (10.8%) ------------------------------ COMMUNICATIONS EQUIPMENT (0.7%) 289,558 Cisco Systems, Inc. 7,891 ---------- DATA PROCESSING & OUTSOURCED SERVICES (2.8%) 157,746 PayPal Holdings, Inc.* 5,562 345,779 Visa, Inc. "A" 27,320 ---------- 32,882 ---------- ELECTRONIC COMPONENTS (0.7%) 152,195 Amphenol Corp. "A" 8,378 ---------- INTERNET SOFTWARE & SERVICES (0.5%) 194,305 eBay, Inc.* 5,750 ---------- IT CONSULTING & OTHER SERVICES (2.5%) 280,623 Accenture plc "A" 30,088 ---------- SEMICONDUCTORS (0.7%) 174,507 Microchip Technology, Inc. 8,425 ---------- SYSTEMS SOFTWARE (2.3%) 69,747 Check Point Software Technologies Ltd.* 6,088 526,701 Oracle Corp. 20,526 ---------- 26,614 ---------- TECHNOLOGY HARDWARE, STORAGE, & PERIPHERALS (0.6%) 6,250 Samsung Electronics Co. Ltd.(a) 6,919 ---------- Total Information Technology 126,947 ---------- MATERIALS (5.9%) ---------------- FERTILIZERS & AGRICULTURAL CHEMICALS (0.8%) 104,429 Monsanto Co. 9,938 ---------- INDUSTRIAL GASES (3.0%) 46,266 Air Liquide S.A.(a) 5,638 109,964 Linde AG(a) 19,196 95,050 Praxair, Inc. 10,721 ---------- 35,555 ---------- ================================================================================ PORTFOLIO OF INVESTMENTS | 17 ================================================================================ -------------------------------------------------------------------------------------------- MARKET NUMBER VALUE OF SHARES SECURITY (000) -------------------------------------------------------------------------------------------- SPECIALTY CHEMICALS (2.1%) 204,910 Akzo Nobel N.V.(a) $ 14,561 79,844 International Flavors & Fragrances, Inc. 9,582 ---------- 24,143 ---------- Total Materials 69,636 ---------- Total Common Stocks (cost: $803,348) 1,168,661 ---------- RIGHTS (0.0%) FINANCIALS (0.0%) ----------------- DIVERSIFIED BANKS (0.0%) 164,437 Standard Chartered plc* 225 ---------- Total Financials 225 ---------- Total Rights (cost: $0) 225 ---------- -------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT COUPON (000) RATE MATURITY -------------------------------------------------------------------------------------------- MONEY MARKET INSTRUMENTS (0.4%) COMMERCIAL PAPER (0.4%) FINANCIALS (0.4%) ----------------- DIVERSIFIED BANKS (0.4%) $ 2,232 Barclays U.S. Funding, LLC(b),(c) 0.12% 12/01/2015 2,232 2,828 HSBC USA, Inc.(b),(c) 0.05 12/01/2015 2,828 ---------- 5,060 ---------- Total Financials 5,060 ---------- Total Commercial Paper (cost: $5,060) 5,060 ---------- -------------------------------------------------------------------------------------------- NUMBER OF SHARES -------------------------------------------------------------------------------------------- MONEY MARKET FUNDS (0.0%) 219,442 State Street Institutional Liquid Reserves Fund Premier Class, 0.15%(d) 220 ---------- Total Money Market Funds 220 ---------- Total Money Market Instruments (cost: $5,280) 5,280 ---------- TOTAL INVESTMENTS (COST: $808,628) $1,174,166 ========== ================================================================================ 18 | USAA WORLD GROWTH FUND ================================================================================ --------------------------------------------------------------------------------------------------------------- ($ IN 000s) VALUATION HIERARCHY --------------------------------------------------------------------------------------------------------------- (LEVEL 1) (LEVEL 2) (LEVEL 3) QUOTED PRICES OTHER SIGNIFICANT SIGNIFICANT IN ACTIVE MARKETS OBSERVABLE UNOBSERVABLE ASSETS FOR IDENTICAL ASSETS INPUTS INPUTS TOTAL --------------------------------------------------------------------------------------------------------------- Equity Securities: Common Stocks $693,395 $475,266 $- $1,168,661 Rights 225 - - 225 Money Market Instruments: Commercial Paper - 5,060 - 5,060 Money Market Funds 220 - - 220 --------------------------------------------------------------------------------------------------------------- Total $693,840 $480,326 $- $1,174,166 --------------------------------------------------------------------------------------------------------------- Refer to the Portfolio of Investments for additional industry, country, or geographic region classifications. For the period of June 1, 2015, through November 30, 2015, there were no transfers of securities between levels. The Fund's policy is to recognize any transfers into and out of the levels as of the beginning of the period in which the event or circumstance that caused the transfer occurred. ================================================================================ PORTFOLIO OF INVESTMENTS | 19 ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS November 30, 2015 (unaudited) -------------------------------------------------------------------------------- o GENERAL NOTES Market values of securities are determined by procedures and practices discussed in Note 1A 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 44.6% of net assets at November 30, 2015. o CATEGORIES AND DEFINITIONS RIGHTS - Enable the holder to buy a specified number of shares of new issues of a common stock before it is offered to the public. o PORTFOLIO ABBREVIATIONS AND DESCRIPTIONS ADR American depositary receipts are receipts issued by a U.S. bank evidencing ownership of foreign shares. Dividends are paid in U.S. dollars. o SPECIFIC NOTES (a) Securities with a value of $475,266,000, which represented 40.3% of the Fund's net assets, were classified as Level 2 at November 30, 2015, due to the prices being adjusted to take into account significant market movements following the close of local trading. ================================================================================ 20 | USAA WORLD GROWTH FUND ================================================================================ (b) 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. (c) Commercial paper issued in reliance on the "private placement" exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (Section 4(2) Commercial Paper). 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. (d) Rate represents the money market fund annualized seven-day yield at November 30, 2015. * Non-income-producing security. See accompanying notes to financial statements. ================================================================================ NOTES TO PORTFOLIO OF INVESTMENTS | 21 ================================================================================ STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) November 30, 2015 (unaudited) -------------------------------------------------------------------------------- ASSETS Investments in securities, at market value (cost of $808,628) $1,174,166 Cash denominated in foreign currencies (identified cost of $387) 366 Receivables: Capital shares sold 912 Dividends and interest 2,101 Securities sold 8,271 Unrealized appreciation on foreign currency contracts held, at value 1 ---------- Total assets 1,185,817 ---------- LIABILITIES Payables: Securities purchased 5,524 Capital shares redeemed 694 Accrued management fees 727 Accrued transfer agent's fees 60 Other accrued expenses and payables 98 ---------- Total liabilities 7,103 ---------- Net assets applicable to capital shares outstanding $1,178,714 ========== NET ASSETS CONSIST OF: Paid-in capital $ 774,978 Accumulated undistributed net investment income 7,815 Accumulated net realized gain on investments 30,492 Net unrealized appreciation of investments 365,538 Net unrealized depreciation of foreign currency translations (109) ---------- Net assets applicable to capital shares outstanding $1,178,714 ========== Net asset value, redemption price, and offering price per share: Fund Shares (net assets of $1,156,590/41,799 shares outstanding) $ 27.67 ========== Institutional Shares (net assets of $4,800/173 shares outstanding) $ 27.68 ========== Adviser Shares (net assets of $17,324/630 shares outstanding) $ 27.51 ========== See accompanying notes to financial statements. ================================================================================ 22 | USAA WORLD GROWTH FUND ================================================================================ STATEMENT OF OPERATIONS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited) -------------------------------------------------------------------------------- INVESTMENT INCOME Dividends (net of foreign taxes withheld of $239) $ 9,275 Interest 6 -------- Total income 9,281 -------- EXPENSES Management fees 4,633 Administration and servicing fees: Fund Shares 873 Institutional Shares* 1 Adviser Shares 18 Transfer agent's fees: Fund Shares 1,080 Institutional Shares* 1 Adviser Shares 10 Distribution and service fees (Note 6F): Adviser Shares 29 Custody and accounting fees: Fund Shares 117 Adviser Shares 2 Postage: Fund Shares 55 Adviser Shares 1 Shareholder reporting fees: Fund Shares 23 Trustees' fees 13 Registration fees: Fund Shares 21 Institutional Shares* 5 Adviser Shares 13 Professional fees 62 Other 11 -------- Total expenses 6,968 -------- Expenses reimbursed: Institutional Shares* (3) -------- Net expenses 6,965 -------- NET INVESTMENT INCOME 2,316 -------- *Institutional Shares commenced operations on August 7, 2015. ================================================================================ FINANCIAL STATEMENTS | 23 ================================================================================ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY Net realized gain (loss) on: Investments (net of foreign taxes withheld of $1) 14,888 Foreign currency transactions (41) Change in net unrealized appreciation/(depreciation) of: Investments (61,773) Foreign currency translations 7 -------- Net realized and unrealized loss (46,919) -------- Decrease in net assets resulting from operations $(44,603) ======== See accompanying notes to financial statements. ================================================================================ 24 | USAA WORLD GROWTH FUND ================================================================================ STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS) Six-month period ended November 30, 2015 (unaudited), and year ended May 31, 2015 -------------------------------------------------------------------------------------------------------- 11/30/2015 5/31/2015 -------------------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income $ 2,316 $ 10,545 Net realized gain on investments 14,888 25,085 Net realized loss on foreign currency transactions (41) (70) Change in net unrealized appreciation/(depreciation) of: Investments (61,773) 23,130 Foreign currency translations 7 (47) ------------------------------- Increase (decrease) in net assets resulting from operations (44,603) 58,643 ------------------------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income: Fund Shares - (11,513) Institutional Shares* - - Adviser Shares - (213) ------------------------------- Total distributions of net investment income - (11,726) ------------------------------- Net realized gains: Fund Shares - (17,567) Institutional Shares* - - Adviser Shares - (372) ------------------------------- Total distributions of net realized gains - (17,939) ------------------------------- Distributions to shareholders - (29,665) ------------------------------- NET INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS (NOTE 5) Fund Shares (9,018) 51,994 Institutional Shares* 5,000 - Adviser Shares (8,371) 4,565 ------------------------------- Total net increase (decrease) in net assets from capital share transactions (12,389) 56,559 ------------------------------- Net increase (decrease) in net assets (56,992) 85,537 NET ASSETS Beginning of period 1,235,706 1,150,169 ------------------------------- End of period $1,178,714 $1,235,706 =============================== Accumulated undistributed net investment income: End of period $ 7,815 $ 5,499 =============================== *Institutional Shares commenced operations on August 7, 2015. See accompanying notes to financial statements. ================================================================================ FINANCIAL STATEMENTS | 25 ================================================================================ NOTES TO FINANCIAL STATEMENTS November 30, 2015 (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 54 separate funds. Additionally, the Fund qualifies as a registered investment company under Accounting Standards Codification Topic 946. The information presented in this semiannual report pertains only to the USAA World Growth Fund (the Fund), which is classified as diversified under the 1940 Act. The Fund's investment objective is to seek capital appreciation. The Fund consists of three classes of shares: World Growth Fund Shares (Fund Shares), World Growth Fund Adviser Shares (Adviser Shares), and effective August 7, 2015, a new share class designated World Growth Fund Institutional Shares (Institutional Shares). Each class of shares has equal rights to assets and earnings, except that each class bears certain class-related expenses specific to the particular class. These expenses include administration and servicing fees, transfer agent fees, postage, shareholder reporting fees, distribution and service (12b-1) fees, and certain registration and custodian fees. Expenses not attributable to a specific class, income, and realized gains or losses on investments are allocated to each class of shares based on each class's relative net assets. Each class has exclusive voting rights on matters related solely to that class and separate voting rights on matters that relate to all classes. The Institutional Shares are available for investment through a USAA discretionary managed account program, and certain advisory programs sponsored by financial intermediaries, such as brokerage firms, investment advisors, financial planners, third-party administrators, and insurance companies. Institutional Shares also are available to institutional investors, which include retirement plans, endowments, foundations, and bank ================================================================================ 26 | USAA WORLD GROWTH FUND ================================================================================ trusts, as well as other persons or legal entities that the Fund may approve from time to time, or for purchase by a USAA fund participating in a fund-of-funds investment strategy (USAA fund-of-funds). The Adviser Shares permit investors to purchase shares through financial intermediaries, including banks, broker-dealers, insurance companies, investment advisers, plan sponsors, and financial professionals that provide various administrative and distribution services. 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), an affiliate of the Fund. Among other things, these monthly meetings include a review and analysis of back testing reports, pricing service quotation comparisons, illiquid securities and fair value determinations, pricing movements, and daily stale price monitoring. The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below: 1. Equity securities, including exchange-traded funds (ETFs), except as otherwise noted, traded primarily on a domestic securities exchange ================================================================================ NOTES TO FINANCIAL STATEMENTS | 27 ================================================================================ or the 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 many 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 need to be reflected in the value of the Fund's foreign securities. However, the Manager and the Fund's subadviser(s) will monitor for events that would materially affect the value of the Fund's foreign securities. The Fund's subadviser(s) have agreed to notify the Manager of significant events they identify 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 Committee will consider such available information that it deems relevant and will determine a fair value for the affected foreign securities in accordance with valuation procedures. In addition, information from an external vendor or other sources may be used to adjust the foreign market closing prices of foreign equity securities to reflect what the Committee 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, commingled, or other funds, other than ETFs, are valued at their NAV at the end of each business day. ================================================================================ 28 | USAA WORLD GROWTH FUND ================================================================================ 4. Short-term debt securities with original or remaining maturities of 60 days or less may be valued at amortized cost, provided that amortized cost represents the fair value of such securities. 5. Repurchase agreements are valued at cost. 6. In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with 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, other pricing services, 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, evaluation of credit quality, 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 ================================================================================ NOTES TO FINANCIAL STATEMENTS | 29 ================================================================================ are observable for the securities, either directly or indirectly, and market-corroborated inputs such as market indexes. Level 2 securities include certain common stocks, which are valued based on methods discussed in Note 1A2, and commercial paper, which is valued at amortized cost. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement, including the Manager's own assumptions in determining the fair value. The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. C. 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. D. 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 on short-term securities are amortized on a straight-line basis over the life of the respective securities. Foreign income and capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable, as a reduction to such income and realized gains. These foreign taxes have been provided for in accordance with the understanding of the applicable countries' tax rules and rates. E. 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. ================================================================================ 30 | USAA WORLD GROWTH FUND ================================================================================ 2. Market value of securities, other assets, and liabilities at the exchange rate obtained from an independent pricing service on a daily basis. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Separately, net realized foreign currency gains/losses may arise from sales of foreign currency, currency gains/losses realized between the trade and settlement dates on security transactions, and from the difference between amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts received. At the end of the Fund's fiscal year, these net realized foreign currency gains/losses are reclassified from accumulated net realized gain/loss to accumulated undistributed net investment income on the Statement of Assets and Liabilities as such amounts are treated as ordinary income/loss for tax purposes. Net unrealized foreign currency exchange gains/losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rate. F. 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, 2015, there were no custodian and other bank credits. G. REDEMPTION FEES - Adviser Shares held in the Fund less than 60 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed or exchanged shares. All redemption fees paid will be accounted for by the Fund as an addition to paid in capital. For the six-month period ended November 30, 2015, the Adviser Shares charged redemption fees of less than $500. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 31 ================================================================================ H. 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. I. 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 9.0 basis points of the amount of the committed loan agreement. Prior to September 30, 2015, the maximum annual facility fee was 7.0 basis points of the amount of the committed loan agreement. The facility fees are allocated among the USAA Funds based on their respective average net assets for the period. The USAA Funds may request an optional increase of the committed loan agreement up to $750 million. If the USAA Funds increase the committed loan agreement above the $500 million, the assessed facility fee by CAPCO will be increased to 10.0 basis points. For the six-month period ended November 30, 2015, the Fund paid CAPCO facility fees of $3,000, which represents 1.7% of the total fees paid to CAPCO ================================================================================ 32 | USAA WORLD GROWTH FUND ================================================================================ by the USAA Funds. The Fund had no borrowings under this agreement during the six-month period ended November 30, 2015. (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, 2016, in accordance with applicable tax law. Distributions of net investment income and realized gains from security transactions not offset by capital losses are made annually in the succeeding fiscal year or as otherwise required to avoid the payment of federal taxes. At May 31, 2015, the Fund had no capital loss carryforwards, for federal income tax purposes. For the six-month period ended November 30, 2015, 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 the Fund's 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, 2015, were $62,188,000 and $62,128,000, respectively. As of November 30, 2015, 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, 2015, were $399,794,000 and $34,256,000, respectively, resulting in net unrealized appreciation of $365,538,000. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 33 ================================================================================ (5) CAPITAL SHARE TRANSACTIONS At November 30, 2015, there were an unlimited number of shares of capital stock at no par value authorized for the Fund. Capital share transactions for the Institutional Shares resulted from purchases and sales by the affiliated USAA fund-of-funds as well as other persons or legal entities that the Fund may approve from time to time. Capital share transactions for all classes were as follows, in thousands: SIX-MONTH PERIOD ENDED YEAR ENDED NOVEMBER 30, 2015 MAY 31, 2015 ------------------------------------------------------------------------------------------------ SHARES AMOUNT SHARES AMOUNT ------------------------------------------------ FUND SHARES: Shares sold 2,707 $ 75,026 7,452 $ 207,878 Shares issued from reinvested dividends - - 1,028 28,632 Shares redeemed (3,047) (84,044) (6,641) (184,516) ------------------------------------------------ Net increase (decrease) from capital share transactions (340) $ (9,018) 1,839 $ 51,994 ================================================ INSTITUTIONAL SHARES (COMMENCED ON AUGUST 7, 2015): Shares sold 173 $ 5,000 - $ - Shares issued from reinvested dividends - - - - Shares redeemed - - - - ------------------------------------------------ Net increase from capital share transactions 173 $ 5,000 - $ - ================================================ ADVISER SHARES: Shares sold 35 $ 973 207 $ 5,734 Shares issued from reinvested dividends - - 13 362 Shares redeemed* (344) (9,344) (55) (1,531) ------------------------------------------------ Net increase (decrease) from capital share transactions (309) $ (8,371) 165 $ 4,565 ================================================ *Net of redemption fees. (6) 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 ================================================================================ 34 | USAA WORLD GROWTH FUND ================================================================================ affairs of the Fund. 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. The Manager monitors each subadviser's performance through quantitative and qualitative analysis, and periodically reports to the Board as to whether each subadviser's agreement should be renewed, terminated, or modified. The Manager also is responsible for allocating assets to the subadviser(s). The allocation for each subadviser can range from 0% to 100% of the Fund's assets, and the Manager can change the allocations without shareholder approval. The investment management fee for the Fund is comprised of a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.75% of the Fund's average net assets. The performance adjustment is calculated separately for each share class on a monthly basis by comparing each class's performance over the performance period to that of the Lipper Global Funds Index. The Lipper Global Funds Index tracks the total return performance of the 30 largest funds in the Lipper Global Funds category. For the Fund Shares and Adviser Shares, the performance period consists of the current month plus the previous 35 months. The performance period for the Institutional Shares commenced on August 7, 2015, and includes the performance of the Fund Shares for periods prior to August 7, 2015. The following table is utilized to determine the extent of the performance adjustment: OVER/UNDER PERFORMANCE RELATIVE TO INDEX ANNUAL ADJUSTMENT RATE (IN BASIS POINTS)(1) (IN BASIS POINTS)(1) ------------------------------------------------------------- +/- 100 to 400 +/- 4 +/- 401 to 700 +/- 5 +/- 701 and greater +/- 6 (1)Based on the difference between average annual performance of the relevant share class of the Fund and its relevant index, rounded to the nearest basis point. Average net assets of the share class are calculated over a rolling 36-month period. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 35 ================================================================================ Each class's annual performance adjustment rate is multiplied by the average net assets of each respective class 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, each class will pay a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Global Funds Index over that period, even if the class had overall negative returns during the performance period. For the six-month period ended November 30, 2015, the Fund incurred total management fees, paid or payable to the Manager, of $4,633,000, which included a performance adjustment for the Fund Shares, Institutional Shares, and Adviser Shares of $168,000, less than $500, and $2,000, respectively. For the Fund Shares, Institutional Shares, and Adviser Shares, the performance adjustments were 0.03%, less than 0.01%, and 0.02%, respectively. B. SUBADVISORY ARRANGEMENT(S) - The Manager entered into an Investment Subadvisory Agreement with MFS Investment Management (MFS), under which MFS directs the investment and reinvestment of the Fund's assets (as allocated from time to time by the Manager). The Manager (not the Fund) pays MFS a subadvisory fee based on the aggregate average net assets in the USAA World Growth Fund and the USAA International Fund combined, in an annual amount of 0.33% on the first $2 billion of assets, 0.30% of assets over $2 billion and up to $3 billion, and 0.25% on assets over $3 billion. For the six-month period ended November 30, 2015, the Manager incurred subadvisory fees with respect to the Fund, paid or payable to MFS, of $1,810,000. C. ADMINISTRATION AND SERVICING FEES - The Manager provides certain administration and servicing functions for the Fund. For such services, the Manager receives a fee accrued daily and paid monthly at an annualized rate of 0.15% of average net assets of the Fund Shares and Adviser Shares, and 0.10% of average net assets of the Institutional Shares. For ================================================================================ 36 | USAA WORLD GROWTH FUND ================================================================================ the six-month period ended November 30, 2015, the Fund Shares, Institutional Shares, and Adviser Shares incurred administration and servicing fees, paid or payable to the Manager, of $873,000, $1,000, and $18,000, respectively. In addition to the services provided under its Administration and Servicing Agreement with the Fund, the Manager also provides certain compliance and legal services for the benefit of the Fund. The Board has approved the reimbursement of a portion of these expenses incurred by the Manager. For the six-month period ended November 30, 2015, the Fund reimbursed the Manager $15,000 for these compliance and legal services. These expenses are included in the professional fees on the Fund's Statement of Operations. D. EXPENSE LIMITATION - The Manager agreed, through October 1, 2016, to limit the total annual operating expenses of the Institutional Shares to 1.10% of its average net assets, excluding extraordinary expenses and before reductions of any expenses paid indirectly, and will reimburse the Institutional Shares for all expenses in excess of that amount. This expense limitation arrangement may not be changed or terminated through October 1, 2016, 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, 2015, the Institutional Shares incurred reimbursable expenses, from the Manager of $3,000. E. TRANSFER AGENT'S FEES - USAA Transfer Agency Company, d/b/a USAA Shareholder Account Services (SAS), an affiliate of the Manager, provides transfer agent services to the Fund Shares and Adviser Shares 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. Transfer agent's fees for Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of the Institutional Shares' average net assets, plus out-of-pocket expenses. For the six-month period ended November 30, 2015, the Fund Shares, Institutional Shares, and Adviser Shares incurred transfer agent's fees, paid or payable to SAS, of $1,080,000, $1,000, and $10,000, respectively. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 37 ================================================================================ F. DISTRIBUTION AND SERVICE (12b-1) FEES - The Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the Adviser Shares. Under the plan, the Adviser Shares pay fees to USAA Investment Management Company, the distributor, for distribution and shareholder services. USAA Investment Management Company pays all or a portion of such fees to intermediaries that make the Adviser Shares available for investment by their customers. The fee is accrued daily and paid monthly at an annual rate of 0.25% of the Adviser Shares' average net assets. Adviser Shares are offered and sold without imposition of an initial sales charge or a contingent deferred sales charge. For the six-month period ended November 30, 2015, the Adviser Shares incurred distribution and service (12b-1) fees of $29,000. G. 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. (7) TRANSACTIONS WITH AFFILIATES The Manager is indirectly wholly owned by United Services Automobile Association (USAA), a large, diversified financial services institution. At November 30, 2015, USAA and its affiliates owned 173,000 Institutional Shares and 315,000 Adviser Shares, which represents 100% of the Institutional Shares, 50.1% of the Adviser Shares, and 1.1% of the Fund. 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. ================================================================================ 38 | USAA WORLD GROWTH FUND ================================================================================ (8) FINANCIAL HIGHLIGHTS - FUND SHARES Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, ------------------------------------------------------------------------------ 2015 2015 2014 2013 2012 2011 ------------------------------------------------------------------------------ Net asset value at beginning of period $ 28.69 $ 28.00 $ 24.24 $ 18.41 $ 20.41 $ 15.48 ------------------------------------------------------------------------------ Income (loss) from investment operations: Net investment income .06 .24 .20 .19 .17 .16 Net realized and unrealized gain (loss) (1.08) 1.16 4.19 5.85 (2.01) 4.88 ------------------------------------------------------------------------------ Total from investment operations (1.02) 1.40 4.39 6.04 (1.84) 5.04 ------------------------------------------------------------------------------ Less distributions from: Net investment income - (.28) (.19) (.20) (.16) (.11) Realized capital gains - (.43) (.44) (.01) - - ------------------------------------------------------------------------------ Total distributions - (.71) (.63) (.21) (.16) (.11) ------------------------------------------------------------------------------ Net asset value at end of period $ 27.67 $ 28.69 $ 28.00 $ 24.24 $ 18.41 $ 20.41 ============================================================================== Total return (%)* (3.56) 5.10 18.24 32.93 (8.95) 32.63 Net assets at end of period (000) $1,156,590 $1,208,909 $1,128,586 $879,178 $615,644 $642,494 Ratios to average net assets:** Expenses (%)(a) 1.17(b) 1.17 1.19 1.25 1.30 1.29 Net investment income (%) .39(b) .91 .75 .93 .96 .95 Portfolio turnover (%) 5 9 9 12 12 17 * 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, 2015, average net assets were $1,162,586,000. (a) Reflects total annual operating expenses of the Fund Shares before reductions of any expenses paid indirectly. The Fund Shares' expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (.00%)(+) (.00%)(+) (+) Represents less than 0.01% of average net assets. (b) Annualized. The ratio is not necessarily indicative of 12 months of operations. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 39 ================================================================================ (8) FINANCIAL HIGHLIGHTS (CONTINUED) - INSTITUTIONAL SHARES Per share operating performance for a share outstanding throughout each period is as follows: PERIOD ENDED NOVEMBER 30, --------------- 2015*** --------------- Net asset value at beginning of period $28.37 ------ Income (loss) from investment operations: Net investment income .06 Net realized and unrealized loss (.75) ------ Total from investment operations (.69) ------ Net asset value at end of period $27.68 ====== Total return (%)* (3.99) Net assets at end of period (000) $4,800 Ratios to average net assets:** Expenses (%)(a) 1.10 Expenses, excluding reimbursements (%)(a) 1.33 Net investment income (%)(a) .68 Portfolio turnover (%) 5 * 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 period ended November 30, 2015, average net assets were $4,700,000. *** Institutional Shares commenced operations on August 7, 2015. (a) Annualized. The ratio is not necessarily indicative of 12 months of operations. ================================================================================ 40 | USAA WORLD GROWTH FUND ================================================================================ (8) FINANCIAL HIGHLIGHTS (CONTINUED) - ADVISER SHARES Per share operating performance for a share outstanding throughout each period is as follows: SIX-MONTH PERIOD ENDED PERIOD ENDED NOVEMBER 30, YEAR ENDED MAY 31, MAY 31, -------------------------------------------------------------------------------- 2015 2015 2014 2013 2012 2011*** -------------------------------------------------------------------------------- Net asset value at beginning of period $ 28.55 $ 27.90 $ 24.17 $18.37 $20.38 $16.79 ---------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income .01 .19 .18 .13 .12 .12 Net realized and unrealized gain (loss) (1.05) 1.13 4.16 5.82 (2.01) 3.57 ---------------------------------------------------------------------------- Total from investment operations (1.04) 1.32 4.34 5.95 (1.89) 3.69 ---------------------------------------------------------------------------- Less distributions from: Net investment income - (.24) (.17) (.14) (.12) (.10) Realized capital gains - (.43) (.44) (.01) - - ---------------------------------------------------------------------------- Total distributions - (.67) (.61) (.15) (.12) (.10) ---------------------------------------------------------------------------- Redemption fees added to beneficial interests .00(c) .00(c) - - - - ---------------------------------------------------------------------------- Net asset value at end of period $ 27.51 $ 28.55 $ 27.90 $24.17 $18.37 $20.38 ============================================================================ Total return (%)* (3.64) 4.84 18.08 32.47 (9.26) 22.02 Net assets at end of period (000) $17,324 $26,797 $21,583 $8,490 $5,808 $6,435 Ratios to average net assets:** Expenses (%)(a) 1.42(b) 1.38(d) 1.35 1.60 1.60 1.60(b) Expenses, excluding reimbursements (%)(a) 1.42(b) 1.38 1.35 1.63 1.76 1.92(b) Net investment income (%) .15(b) .72 .64 .59 .64 .80(b) Portfolio turnover (%) 5 9 9 12 12 17 * 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, 2015, average net assets were $23,487,000. *** Adviser Shares commenced operations on August 1, 2010. (a) Reflects total annual operating expenses of the Adviser Shares before reductions of any expenses paid indirectly. The Adviser Shares' expenses paid indirectly decreased the expense ratios as follows: - - (.00%)(+) (.00%)(+) (.00%)(+) (.00%)(+) (+) Represents less than 0.01% of average net assets. (b) Annualized. The ratio is not necessarily indicative of 12 months of operations. (c) Represents less than $0.01 per share. (d) Prior to October 1, 2014, the Manager had voluntarily agreed to limit the annual expenses of the Adviser Shares to 1.60% of the Adviser Shares' average net assets. ================================================================================ NOTES TO FINANCIAL STATEMENTS | 41 ================================================================================ EXPENSE EXAMPLE November 30, 2015 (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, distribution and service (12b-1) 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, 2015, through November 30, 2015. ACTUAL EXPENSES The line labeled "actual" under each share class 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 for your share class 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" under each share class in the table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratios for each class 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 ================================================================================ 42 | USAA WORLD GROWTH FUND ================================================================================ 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 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" 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, 2015 - JUNE 1, 2015 NOVEMBER 30, 2015 NOVEMBER 30, 2015 -------------------------------------------------------------- FUND SHARES Actual $1,000.00 $ 964.40 $5.75 Hypothetical (5% return before expenses) 1,000.00 1,019.15 5.91 INSTITUTIONAL SHARES* Actual 1,000.00 960.10 3.30 Hypothetical (5% return before expenses) 1,000.00 1,011.93 3.39 ADVISER SHARES Actual 1,000.00 963.60 6.97 Hypothetical (5% return before expenses) 1,000.00 1,017.90 7.16 *Institutional Shares commenced operations on August 7, 2015. **Expenses are equal to the annualized expense ratio of 1.17% for Fund Shares, 1.10% for Institutional Shares, and 1.42% for Adviser Shares, which are net of any reimbursements and expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/366 days for Fund Shares and Adviser Shares (to reflect the one-half-year period) or 112 days/366 days for Institutional Shares (to reflect the current period beginning with the Institutional Shares' inception date). The Fund's actual ending account values are based on its actual total returns of (3.56)% for Fund Shares, (3.99)% for Institutional Shares, and (3.64)% for Adviser Shares for the six-month period of June 1, 2015, through November 30, 2015, and August 7, 2015, through November 30, 2015 for the Institutional Shares. ================================================================================ EXPENSE EXAMPLE | 43 ================================================================================ 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 1700 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) (210) 531-8722 -------------------------------------------------------------------------------- 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) or (210) 531-8722; (ii) at USAA.COM; and (iii) in summary within the Statement of Additional Information on the SEC's website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's website at HTTP://WWW.SEC.GOV. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling (800) 531-USAA (8722) or (210) 531-8722; (ii) at USAA.COM; and (iii) on the SEC's website at HTTP://WWW.SEC.GOV. These Forms N-Q also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) 732-0330. ================================================================================ USAA -------------- 9800 Fredericksburg Road PRSRT STD San Antonio, TX 78288 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) ============================================================================= 23412-0116 (C)2016, 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 trustees. The Corporate Governance Committee has adopted procedures to consider Board candidates suggested by shareholders. The procedures are initiated by the receipt of nominations submitted by a fund shareholder sent to Board member(s) at the address specified in fund disclosure documents or as received by AMCO or a fund officer. Any recommendations for a nomination by a shareholder, to be considered by the Board, must include at least the following information: name; date of birth; contact information; education; business profession and other expertise; affiliations; experience relating to serving on the Board; and references. The Corporate Governance Committee gives shareholder recommendations the same consideration as any other candidate. 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, 2015 By:* /S/ DANIEL J. MAVICO ----------------------------------------------------------- Signature and Title: Daniel J. Mavico, Assistant Secretary Date: 01/26/16 ------------------------------ 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: 01/27/16 ------------------------------ By:* /S/ ROBERTO GALINDO, JR. ----------------------------------------------------- Signature and Title: Roberto Galindo, Jr., Treasurer Date: 01/26/16 ------------------------------ *Print the name and title of each signing officer under his or her signature.