Definitive Materials Filed by Investment Companies. (497)

(a) Average annual performance over a 36-month period

(b) In basis points

(c) Annual Adjustment Rate divided by 365, multiplied by 30, and stated as a percentage

Part A

Prospectus for

Cornerstone Conservative Fund, Cornerstone Moderately Conservative Fund,

Cornerstone Moderate Fund, Cornerstone Moderately Aggressive Fund, Cornerstone Aggressive Fund, Cornerstone Equity Fund, Growth and Tax Strategy Fund, Emerging Markets

Fund Institutional Shares, Emerging Markets Fund Advisor Shares, International Fund Shares, International Fund Institutional Shares, International Fund Advisor Shares,
Precious Metals and Minerals Fund Shares, Precious Metals and Minerals Fund Institutional Shares, Precious Metals and Minerals Fund Advisor Shares, World Growth Fund Shares,
World Growth Fund Advisor Shares, Government Securities Fund Shares, Government Securities Fund Advisor Shares, Treasury Money Market Trust, and Managed Allocation Fund

Filed herein

Part A

Prospectus for the
Cornerstone Conservative Fund, Cornerstone Moderately

Conservative Fund, Cornerstone Moderate Fund, Cornerstone Moderately

Aggressive Fund, Cornerstone Aggressive Fund, Cornerstone Equity Fund

Filed herein

[USAA EAGLE LOGO (R)]

[GRAPHIC OMITTED]

PROSPECTUS

USAA CORNERSTONE FUNDS

USAA Cornerstone Conservative Fund (USCCX)

USAA Cornerstone Moderately Conservative Fund (UCMCX)

USAA Cornerstone Moderate Fund (USBSX)

USAA Cornerstone Moderately Aggressive (USCRX)

USAA Cornerstone Aggressive Fund (UCAGX)

USAA Cornerstone Equity Fund (UCEQX)

OCTOBER 1, 2013

The Securities and Exchange Commission has not approved or disapproved of these Funds’ shares or determined whether this prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.

TABLE OF CONTENTS

USAA Cornerstone Conservative Fund
Investment Objective		1
Fees and Expenses		1
Principal Investment Strategy		2
Principal Risks		2
Performance		5
Investment Adviser		5
Portfolio Manager(s)		5
Purchase and Sale of Shares		5
Tax Information		5
Payments to Broker-Dealers and
Other Financial Intermediaries		6
USAA Cornerstone Moderately Conservative Fund
Investment Objective		7
Fees and Expenses		7
Principal Investment Strategy		8
Principal Risks		8
Performance		11
Investment Adviser		12
Portfolio Manager(s)		12
Purchase and Sale of Shares		12
Tax Information		13
Payments to Broker-Dealers and
Other Financial Intermediaries		13
USAA Cornerstone Moderate Fund
Investment Objective		14
Fees and Expenses		14
Principal Investment Strategy		15
Principal Risks		15
Performance		18
Investment Adviser		20
Portfolio Manager(s)		20
Purchase and Sale of Shares		21
Tax Information		21
Payments to Broker-Dealers and
Other Financial Intermediaries		22

USAA Cornerstone Moderately Aggressive Fund
Investment Objective		23
Fees and Expenses		23
Principal Investment Strategy		24
Principal Risks		24
Performance		27
Investment Adviser		29
Subadviser(s)		29
Portfolio Manager(s)		29
Purchase and Sale of Shares		30
Tax Information		30
Payments to Broker-Dealers and
Other Financial Intermediaries		31
USAA Cornerstone Aggressive Fund
Investment Objective		32
Fees and Expenses		32
Principal Investment Strategy		33
Principal Risks		34
Performance		37
Investment Adviser		37
Portfolio Manager(s)		37
Purchase and Sale of Shares		37
Tax Information		38
Payments to Broker-Dealers and
Other Financial Intermediaries		38
USAA Cornerstone Equity Fund
Investment Objective		39
Fees and Expenses		39
Principal Investment Strategy		40
Principal Risks		41
Performance		42
Investment Adviser		42
Portfolio Manager(s)		42
Purchase and Sale of Shares		43
Tax Information		43
Payments to Broker-Dealers and
Other Financial Intermediaries		43

Investment Objective		44
Principal Investment Strategy		44
Risks		54
Portfolio Holdings		65
Fund Management		65
Subadviser		70
Portfolio Manager(s)		71
Description of Underlying USAA Funds		74
Purchases		77
Redemptions		79
Exchanges		81
Other Important Information About
Purchases, Redemptions, and Exchanges		82
Shareholder Information		88
Financial Highlights		92

INVESTMENT OBJECTIVE

The USAA Cornerstone Conservative Fund (the Fund) seeks current income. The Fund also considers the potential for capital appreciation.

FEES AND EXPENSES

The tables below describe the fees and expenses that you may pay, directly and indirectly, to invest in the Fund. The annual fund operating expenses are based on expenses incurred during the Fund's most recently completed fiscal year.

Shareholder Fees
(fees paid directly from your investment)		None

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
	Management Fee	None
	Distribution and/or Service (12b-1) Fees	None
	Other Expenses	0.52%
	Acquired Fund Fees and Expenses	0. 56%
	Total Annual Operating Expenses	1.08%
	Reimbursement From Adviser	(0.42)% (a)
	Total Annual Operating Expenses After Reimbursement	0. 66%

	(a) The Adviser has agreed, through October 1, 2014, to make payments or waive management, administration, and other fees to limit the expenses of the Fund 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 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 Adviser at any time after October 1, 2014.

Example

1 | USAA Cornerstone Funds

expenses on a $10,000 investment, assuming (1) a 5% annual return, (2) the Fund’s operating expenses remain the same, (3) you redeem all of your shares at the end of the periods shown, and (4) the expense reimbursement arrangement is not continued.

1 Year		3 Years		5 Years		10 Years
	$110	$343		$	595	$	1,317

Portfolio Turnover

The Fund pays transaction costs, including commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares of the Fund are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.

For the most recent fiscal year, the Fund’s portfolio turnover rate was 4% of the average value of its whole portfolio.

PRINCIPAL INVESTMENT STRATEGY

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.

PRINCIPAL RISKS

Any investment involves risk, and there is no assurance that the Fund’s objective will be achieved. The Fund is actively managed, and the investment techniques and risk analyses used by the Fund’s manager(s) may not produce the desired results. As you consider an investment in the Fund, you also should take into account your tolerance for the daily fluctuations of the financial markets and whether you can afford to leave your money in the investment for long periods of time to ride out

Prospectus | 2

down periods. As with other mutual funds, losing money is a risk of investing in this Fund.

The Fund has a targeted risk tolerance and a corresponding asset allocation target; however, mere asset allocation and volatility are not the sole determination of risk. Your manager will tactically allocate away from the target allocation as market conditions and the perceived risks warrant. The Fund bears the risk that the manager's tactical allocation will not be successful.

The risks of the Fund are the same risks applicable to the underlying USAA Funds in which the Fund invests. The risks will apply proportionally according to the allocation to each applicable underlying USAA Fund. By investing in the underlying USAA Funds, the Fund has exposure to the risk of many different areas of the market. The degree to which the risks described below apply to the Fund varies according to the Fund’s asset allocation. For instance, the more the Fund is allocated to stock funds, the greater the expected risk associated with equity securities. The Fund also is subject to asset allocation risk ( i.e ., the risk that target allocations will not produce intended results) and to management risk ( i.e., the risk that the selection of underlying USAA Funds will not produce intended results) as well as tactical allocation risk.

In managing a Fund that invests in underlying USAA Funds, the Adviser may be subject to potential conflicts of interest in allocating the Fund’s assets among the various underlying USAA Funds because the fees payable to it by some of the underlying USAA Funds are higher than the fees payable by other underlying USAA Funds and because the Adviser also is responsible for managing and administering the underlying USAA Funds.

The Fund may invest in underlying USAA Funds that invest in equity securities, which are subject to stock market risk. A company's stock prices in general may decline over short or even extended periods, regardless of the success or failure of a company’s operations. Equity securities tend to be more volatile than bonds. In addition, to the degree the Fund invests in foreign securities, there is a risk that the value of those investments will decrease because of unique risks, such as currency exchange rate fluctuations; foreign market illiquidity; emerging market risk; increased price volatility; uncertain political conditions; exchange control regulations; foreign ownership limits;

3 | USAA Cornerstone Funds

different accounting, reporting, and disclosure requirements; difficulties in obtaining legal judgments; and foreign withholding taxes.

The Fund may invest in underlying USAA Funds that invest in bonds. There is the risk that the market value of those bonds will fluctuate because of changes in interest rates, changes in supply and demand for fixed-income securities, or other market factors. Bond prices are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall and when interest rates fall, bond prices rise. The price volatility of a bond also depends on its maturity. Generally, the longer the maturity of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer maturities generally offer higher yields than bonds with shorter maturities.

Credit risk is the possibility that an issuer of a fixed-income security cannot make timely dividend, interest, and principal payments on its securities or that negative market perceptions of the issuer’s ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor’s return. All fixed-income securities varying from the highest quality to the very speculative have some degree of credit risk. Fixed-income securities rated below investment-grade, also known as junk or high-yield bonds, generally entail greater economic, credit, and liquidity risk than investment-grade securities. Their prices may be more volatile, especially during economic downturns and financial setbacks or liquidity events.

The Fund may change the allocation of its portfolio holdings on a frequent basis, which may result in a high portfolio turnover. In pur-chasing and selling securities in order to reallocate the portfolio, the Fund will pay more in brokerage commissions than it would without a reallocation policy. The Fund may have a higher proportion of capital gains and a lower return than a fund that does not have a reallocation policy.

An investment in this 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.

Prospectus | 4

PERFORMANCE

Performance history for the Fund will be available in the prospectus after the Fund has been in operation for one full calendar year.

INVESTMENT ADVISER

USAA Asset Management Company (AMCO)

PORTFOLIO MANAGER(S)

John P. Toohey, CFA, Vice President of Equity Investments, has co-managed the Fund since its inception in June 2012.

Wasif A. Latif, Vice President of Equity Investments, has co-managed the Fund since its inception in June 2012.

PURCHASE AND SALE OF SHARES

You may purchase or redeem shares of the Fund on any business day through our website at usaa.com or mobile.usaa.com ; by mail at P.O. Box 659453, San Antonio, Texas 78265-9825; by telephone (800) 531-USAA (8722); or by fax to (800) 292-8177. You also may purchase or redeem shares of the Fund through USAA Brokerage Services and certain other financial intermediaries.

·	Minimum initial purchase: $1,000 or $500 with a $50 monthly systematic investment

·	Minimum subsequent investment: $50

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income or long-term capital gains, unless you invest through an individual retirement account (IRA), 401(k) plan, or other tax-deferred account.

5 | USAA Cornerstone Funds

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for certain servicing and administrative functions. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

Prospectus | 6

INVESTMENT OBJECTIVE

The USAA Cornerstone Moderately Conservative Fund (the Fund) seeks current income with a secondary focus on capital appreciation.

FEES AND EXPENSES

Shareholder Fees
(fees paid directly from your investment)		None

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
	Management Fee	0.50%
	Distribution and/or Service (12b-1) Fees	None
	Other Expenses	0.75%
	Acquired Fund Fees and Expenses	0. 08%
	Total Annual Operating Expenses	1.33%
	Reimbursement From Adviser	(0.35%) (a)
	Total Annual Operating Expenses After Reimbursement	0. 98%

	(a) The Adviser has agreed, through October 1, 2014, to make payments or waive management, administration, and other fees to limit the expenses of the Fund 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 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 Adviser at any time after October 1, 2014.

Example

7 | USAA Cornerstone Funds

(2) the Fund’s operating expenses remain the same, (3) you redeem all of your shares at the end of the periods shown, and (4) the expense reimbursement arrangement is not continued.

	1 Year		3 Years		5 Years		10 Years
		$135	$	421	$	729	$	1,601

Portfolio Turnover

For the most recent fiscal year, the Fund’s portfolio turnover rate was 59% of the average value of its whole portfolio.

PRINCIPAL INVESTMENT STRATEGY

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 investment-grade and below-investment-grade securities.

The Fund also may use alternative investment strategies and other instruments from time to time in an attempt to reduce its volatility over time and to enhance the Fund’s return and diversification.

PRINCIPAL RISKS

Prospectus | 8

the Fund, you also should take into account your tolerance for the daily fluctuations of the financial markets and whether you can afford to leave your money in the investment for long periods of time to ride out down periods. As with other mutual funds, losing money is a risk of investing in this Fund.

The equity securities in the Fund’s portfolio are subject to stock market risk. A company's stock price in general may decline over short or even extended periods, regardless of the success or failure of a company’s operations. Equity securities tend to be more volatile than bonds. In addition, to the degree the Fund invests in foreign securities, there is a risk that the value of those investments will decrease because of unique risks, such as currency exchange rate fluctuations; foreign market illiquidity; emerging market risk; increased price volatility; uncertain political conditions; exchange control regulations; foreign ownership limits; different accounting, reporting, and disclosure requirements; difficulties in obtaining legal judgments; and foreign withholding taxes.

There is the risk that the market value of the bonds in the Fund's portfolio will fluctuate because of changes in interest rates, changes in supply and demand for fixed-income securities, or other market factors. Bond prices are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall and when interest rates fall, bond prices rise. The price volatility of a bond also depends on its maturity. Generally, the longer the maturity of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer maturities generally offer higher yields than bonds with shorter maturities.

9 | USAA Cornerstone Funds

quality to the very speculative have some degree of credit risk. Fixed-income securities rated below investment-grade, also known as junk or high-yield bonds, generally entail greater economic, credit, and liquidity risk than investment-grade securities. Their prices may be more volatile, especially during economic downturns and financial setbacks or liquidity events.

The Fund may invest in shares of ETFs, which generally are investment companies that hold a portfolio of common stocks or debt securities designed to track the price performance and yield of a particular securities market index (or sector of an index). ETFs, as investment companies, incur their own management and other fees and expenses, such as trustees' fees, operating expenses, registration fees, and marketing expenses, a proportionate share of which would be indirectly borne by the Fund. As a result, an investment by the Fund in an ETF could cause the Fund’s operating expenses to be higher and, in turn, performance to be lower than if it were to invest directly in the securities underlying the ETF. In addition, the Fund will be indirectly exposed to all of the risk of securities held by the ETFs.

The Fund may invest in futures and options and other types of derivatives. Risks associated with derivatives include the risk that the derivative is not well-correlated with the security, index, or currency to which it relates; the risk that derivatives used for risk management may not have the intended effects and may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk of interest rate movements; and the risk that the derivatives transaction could expose the Fund to the effects of leverage, which could increase the Fund’s exposure to the market and magnify potential losses. There is no guarantee that derivatives activities will be employed or that they will work, and their use could reduce potential returns or even cause losses to the Fund.

The Fund could experience a loss in the options portion of the portfolio. When it sells index or corresponding ETF call options, the Fund receives cash but limits its opportunity to profit from an increase in the market value of its stock portfolio. When the Fund purchases index put options, it risks the loss of the cash paid for the options. At times, the Fund may not own put options, resulting in increased exposure to a market decline.

Prospectus | 10

The Fund is subject to the risk associated with securities or practices that multiply small price movements into large changes in value. The more the Fund invests in leveraged instruments or strategies that use leveraged instruments, the more this leverage will magnify any losses on those investments.

Liquidity risk is the risk that the Fund’s investment generally cannot expect to be sold or disposed of in the ordinary course of business within seven days at approximately the value ascribed to such securities.

There is a risk that the Fund’s investment in real estate investment trusts (REITs) will decrease because of a decline in real estate values. Investing in REITs may subject the Fund to many of the same risks associated with the direct ownership of real estate. Additionally, REITs are dependent upon the capabilities of the REIT manager(s), have limited diversification, and could be significantly impacted by changes in tax laws. Because REITs are pooled investment vehicles that have expenses of their own, the Fund will indirectly bear its proportionate share of those expenses.

Precious metals and minerals companies could be affected by sharp price volatility caused by global economic, financial, and political factors.

The Fund may change the allocation of its portfolio holdings on a frequent basis, which may result in a high portfolio turnover. In purchasing and selling securities in order to reallocate the portfolio, the Fund will pay more in brokerage commissions than it would without a reallocation policy. The Fund may have a higher proportion of capital gains and a lower return than a fund that does not have a reallocation policy.

PERFORMANCE

Performance history for the Fund will be available in the prospectus after the Fund has been in operation for one full calendar year.

11 | USAA Cornerstone Funds

INVESTMENT ADVISER

USAA Asset Management Company (AMCO)

PORTFOLIO MANAGER(S)

John P. Toohey, CFA, Vice President of Equity Investments, is responsible for the Fund’s asset allocation and has co-managed the Fund since its inception in June 2012.

Wasif A. Latif, Vice President of Equity Investments, is responsible for the Fund’s asset allocation and has co-managed the Fund since its inception in June 2012.

Arnold J. Espe, CFA, Vice President of Mutual Fund Portfolios, has co-managed the Fund since inception in June 2012.

Julianne Bass, CFA, Assistant Vice President of Mutual Fund Portfolios, has co-managed the Fund since its inception in June 2012.

Dan Denbow, CFA, Assistant Vice President of Equity Investments, has co-managed the Fund since its inception in June 2012.

PURCHASE AND SALE OF SHARES

·	Minimum initial purchase: $1,000 or $500 with a $50 monthly systematic investment

·	Minimum subsequent investment: $50

Prospectus | 12

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

13 | USAA Cornerstone Funds

INVESTMENT OBJECTIVE

The USAA Cornerstone Moderate Fund (the Fund) seeks high total return.

FEES AND EXPENSES

Shareholder Fees
(fees paid directly from your investment)		None

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
	Management Fee (fluctuates based on the Fund's performance relative to a securities market index)	0.75%
	Distribution and/or Service (12b-1) Fees	None
	Other Expenses	0.55%
	Acquired Fund Fees and Expenses	0. 08%
	Total Annual Operating Expenses	1.38%
	Reimbursement From Adviser	(0.30)% (a)
	Total Annual Operating Expenses After Reimbursement	1.08%
	(a) The Adviser has agreed, through October 1, 2014, 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 1.00% 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 Adviser at any time after October 1, 2014.

Example

Prospectus | 14

	1 Year		3 Years		5 Years		10 Years
	$	140	$	437	$	755	$	1,657

Portfolio Turnover

For the most recent fiscal year, the Fund’s portfolio turnover rate was 66% of the average value of its whole portfolio.

PRINCIPAL INVESTMENT STRATEGY

The Fund invests in equity securities, bonds, money market instruments and other instruments. The Fund will have a target asset class alloca-tion of approximately 50% equity securities and 50% fixed-income securities. The actual asset class allocation can deviate from time to time from these targets as market conditions warrant. The implementation of the asset allocation may involve the extensive use of equity and fixed-income exchange-traded funds (ETFs). The Fund may invest in investment-grade and below-investment grade securities.

The Fund also may use alternative investment strategies from time to time, in an attempt to reduce the Fund’s volatility over time and enhance the Fund’s return and diversification.

PRINCIPAL RISKS

15 | USAA Cornerstone Funds

may not produce the desired results. As you consider an investment in the Fund, you also should take into account your tolerance for the daily fluctuations of the financial markets and whether you can afford to leave your money in the investment for long periods of time to ride out down periods. As with other mutual funds, losing money is a risk of investing in this Fund.

Prospectus | 16

investor’s return. All fixed-income securities varying from the highest quality to the very speculative have some degree of credit risk. Fixed-income securities rated below investment-grade, also known as junk or high-yield bonds, generally entail greater economic, credit, and liquidity risk than investment-grade securities. Their prices may be more volatile, especially during economic downturns and financial setbacks or liquidity events.

The Fund could experience a loss in the options portion of the portfolio. When it sells index call options, the Fund receives cash but limits its opportunity to profit from an increase in the market value of its stock portfolio. When the Fund purchases index put options, it risks the loss of the cash paid for the options. At times, the Fund may not own put options, resulting in increased exposure to a market decline.

17 | USAA Cornerstone Funds

The Fund is subject to the risk associated with securities or practices that multiply small price movements into large changes in value. The more the Fund invests in leveraged instruments or strategies that use leveraged instruments the more this leverage will magnify any losses on those investments.

Liquidity risk is the risk that a Fund may not be able to sell or dispose of securities in the within seven days or less in the ordinary course of business at approximately the value ascribed to such securities.

Precious metals and minerals companies could be affected by sharp price volatility caused by global economic, financial, and political factors.

The Fund may change the allocation of its portfolio holdings on a frequent basis, which may result in high portfolio turnover. In purchasing and selling securities in order to reallocate the portfolio, the Fund will pay more in brokerage commissions than it would without a reallocation policy. The Fund may have a higher proportion of capital gains and a lower return than a fund that does not have a reallocation policy.

PERFORMANCE

Prospectus | 18

over the past 10 years. The table shows how the Fund's average annual total returns for the periods indicated compared to those of the Fund’s benchmark index and an index of funds with similar investment objectives.

Remember, historical performance (before and after taxes) does not necessarily indicate what will happen in the future. For the most current price, total return, and yield information for this Fund, log on to usaa.com or call (800) 531-USAA (8722).

RISK/RETURN BAR CHART

Annual Returns for Periods Ended December 31

[Bar chart]

2003	2004	2005	2006	2007	2008	2009	2010	2011	2012
19.39%	8.06%	4.35%	7.37%	3.70%	-32.46%	36.03%	13.51%	-1.25%	11.86%


	SIX-MONTH YTD TOTAL RETURN
	2.24% (6/30/13)
	BEST QUARTER*	WORST QUARTER*
	22.93% 2nd Qtr. 2009	-19.27% 4th Qtr. 2008
	* Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.

19 | USAA Cornerstone Funds

distributions and sale of fund shares may be higher than the other return amounts. A higher after-tax return may result when a capital loss occurs upon redemption and translates into an assumed tax deduction that benefits the shareholder. The actual after-tax returns depend on your tax situation and may differ from those shown. If you hold your shares through a tax-deferred arrangement, such as an individual retirement account (IRA) or 401(k) plan, the after-tax returns shown in the table are not relevant to you.

AVERAGE ANNUAL TOTAL RETURNS
For Periods Ended December 31, 2012

	Past	Past	Past
	1 Year	5 Years	10 Years
Cornerstone Moderate Fund
Return Before Taxes	11.86%	2.87%	5.61%
Return After Taxes on Distributions	11.01%	1.89%	4.42%
Return After Taxes on Distributions and Sale of Fund Shares	7.98%	1.93%	4.30%
Indexes
Russell 3000 ® Index (reflects no deduction for fees, expenses, or taxes)	16.42%	2.04%	7.68%
Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)	4.22%	5.95%	5.18%
Lipper Balanced Funds Index (reflects no deduction for taxes)	11.94%	2.82%	6.51%

INVESTMENT ADVISER

USAA Asset Management Company (AMCO)

PORTFOLIO MANAGER(S)

John P. Toohey, CFA, Vice President of Equity Investments, is responsible for the Fund’s asset allocation and has co-managed the Fund since July 2009.

Prospectus | 20

Wasif A. Latif, Vice President of Equity Investments, is responsible for the Fund’s asset allocation and has co-managed the Fund since July 2009.

Arnold J. Espe, CFA, Vice President of Mutual Fund Portfolios, has co-managed the Fund since January 2004.

Julianne Bass, CFA, Assistant Vice President of Mutual Fund Portfolios, has co-managed the Fund since December 2011.

Dan Denbow, CFA, Assistant Vice President of Equity Investments, has co-managed the Fund since June 2012.

PURCHASE AND SALE OF SHARES

·	Minimum initial purchase: $1,000 or $500 with a $50 monthly systematic investment

·	Minimum subsequent investment: $50

TAX INFORMATION

21 | USAA Cornerstone Funds

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

Prospectus | 22

INVESTMENT OBJECTIVE

The USAA Cornerstone Moderately Aggressive Fund (the Fund) seeks capital appreciation with a secondary focus on current income.

FEES AND EXPENSES

Shareholder Fees
(fees paid directly from your investment)		None

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
	Management Fee (fluctuates based on the Fund's performance relative to a securities market index)	0.77%
	Distribution and/or Service (12b-1) Fees	None
	Other Expenses	0.45%
	Acquired Fund Fees and Expenses	0.06%
	Total Annual Operating Expenses	1.28%

Example

This example is intended to help you compare the cost of investing in this Fund with the cost of investing in other mutual funds. Although your actual costs may be higher or lower, you would pay the following expenses on a $10,000 investment, assuming (1) a 5% annual return, (2) the Fund’s operating expenses remain the same, and (3) you redeem all of your shares at the end of the periods shown.

	1 Year		3 Years		5 Years		10 Years
	$	130	$	406	$	702	$	1,545

Portfolio Turnover

For the most recent fiscal year, the Fund’s portfolio turnover rate was 81% of the average value of its whole portfolio.

PRINCIPAL INVESTMENT STRATEGY

The Fund invests in equity securities, bonds, money market instruments, and other instruments. The Fund will have a target asset class allocation of approximately 60% equity securities and 40% fixed-income securities. The actual asset class allocation can deviate from time to time from these targets as market conditions warrant. The implementation of the asset allocation may involve the extensive use of equity and fixed-income exchange-traded funds (ETFs). The Fund may invest in investment-grade and below-investment-grade securities.

The Fund also may use alternative investment strategies and other instruments from time to time, in an attempt to reduce its volatility over time and to enhance the Fund’s return and diversification.

PRINCIPAL RISKS

Prospectus | 24

25 | USAA Cornerstone Funds

The Fund is subject to the risk associated with securities or practices that multiply small price movements into large changes in value. The more the Fund invests in leveraged instruments or strategies that use leveraged instruments the more this leverage will magnify any losses on those investments.

Prospectus | 26

Liquidity risk is the risk that the Fund’s investment generally cannot expect to be sold or dispose of in the ordinary course of business within seven days at approximately the value ascribed to such securities.

Precious metals and minerals companies could be affected by sharp price volatility caused by global economic, financial, and political factors.

PERFORMANCE

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart provides some indication of the risks of investing in the Fund and illustrates the Fund's volatility and performance from year to year for each full calendar year over the past 10 years. The table shows how the Fund's average annual total returns for the periods indicated compared to those of the Fund’s benchmark index and an additional index of funds with similar investment objectives.

27 | USAA Cornerstone Funds

RISK/RETURN BAR CHART

Annual Returns for Periods Ended December 31

[Bar chart]

2003	2004	2005	2006	2007	2008	2009	2010	2011	20 12
23.71%	11.51%	5.53%	13.81%	6.03%	-34.47%	34.66%	13.64%	-3.83%	12.03%


	SIX-MONTH YTD TOTAL RETURN
	2.21% (6/30/13)
	BEST QUARTER*	WORST QUARTER*
	22.12% 2nd Qtr. 2009	-18.55% 4th Qtr. 2008
	* Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.

Prospectus | 28

that benefits the shareholder. The actual after-tax returns depend on your tax situation and may differ from those shown. If you hold your shares through a tax-deferred arrangement, such as an individual retirement account (IRA) or 401(k) plan, the after-tax returns shown in the table are not relevant to you.

AVERAGE ANNUAL TOTAL RETURNS
	For Periods Ended December 31, 2012

		Past	Past	Past
		1 Year	5 Years	10 Years
	Cornerstone Moderately Aggressive Fund
	Return Before Taxes	12.03%	1.56%	6.62%
	Return After Taxes on Distributions	11.37%	0.86%	5.44%
	Return After Taxes on Distributions and Sale of Fund Shares	8.16%	1.01%	5.37%
	Indexes
	S&P 500 ® Index (reflects no deduction for fees, expenses, or taxes)	16.00%	1.66%	7.09%

	Lipper Global Flexible Funds Index (reflects no deduction for taxes)	12.24%	0.56%	6.78%

INVESTMENT ADVISER

USAA Asset Management Company (AMCO)

SUBADVISER(S)

Quantitative Management Associates LLC (QMA)

PORTFOLIO MANAGER(S)

AMCO

John P. Toohey, CFA, Vice President of Equity Investments, is responsible for the Fund’s asset allocation and has co-managed the Fund since July 2009.

29 | USAA Cornerstone Funds

Wasif A. Latif, Vice President of Equity Investments, is responsible for the Fund’s asset allocation and has co-managed the Fund since July 2009.

Arnold J. Espe, CFA, Vice President of Mutual Fund Portfolios, has co-managed the Fund since January 2004.

Julianne Bass, CFA, Assistant Vice President of Mutual Fund Portfolios, has co-managed the Fund since October 2011.

Dan Denbow, CFA, Assistant Vice President of Equity Investments, co-managed the Fund since October 2008.

QMA

Jacob Pozharny, Ph.D. is a Managing Director of QMA. He joined the Fund in August 2010.

John Van Belle, Ph.D., is a Managing Director of QMA. He joined the Fund in October 2007.

PURCHASE AND SALE OF SHARES

·	Minimum initial purchase: $1,000 or $500 with a $50 monthly systematic investment

·	Minimum subsequent investment: $50

TAX INFORMATION

Prospectus | 30

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

31 | USAA Cornerstone Funds

INVESTMENT OBJECTIVE

The USAA Cornerstone Aggressive Fund (the Fund) seeks capital appreciation over the long term. The Fund also considers the potential for current income.

FEES AND EXPENSES

Shareholder Fees
(fees paid directly from your investment)		None

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
	Management Fee	0.75%
	Distribution and/or Service (12b-1) Fees	None
	Other Expenses	0.90%
	Acquired Fund Fees and Expenses	0. 16%
	Total Annual Operating Expenses	1.81%
	Reimbursement From Adviser	(0.55)% (a)
	Total Annual Operating Expenses After Reimbursement	1.26%

	(a) The Adviser has agreed, through October 1, 2014, to make payments or waive management, administration, and other fees to limit the expenses of the Fund 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 1.10% 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 Adviser at any time after October 1, 2014.

Prospectus | 32

Example

This example is intended to help you compare the cost of investing in this Fund with the cost of investing in other mutual funds. Although your actual costs may be higher or lower, you would pay the following expenses on a $10,000 investment, assuming (1) a 5% annual return, (2) the Fund’s operating expenses remain the same, (3) you redeem all of your shares at the end of the periods shown, and (4) the expense reimbursement arrangement is not continued.

1 Year		3 Years		5 Years		10 Years
	$184	$	569	$	980	$	2,127

Portfolio Turnover

For the most recent fiscal year, the Fund’s portfolio turnover rate was 74% of the average value of its whole portfolio.

PRINCIPAL INVESTMENT STRATEGY

The Fund invests in equity securities, bonds, and money market instruments. The Fund will have a target asset class allocation of approximately 80% equity securities and 20% fixed-income securities. The actual asset class allocation can deviate from time to time from these targets as market conditions warrant. The implementation of the asset allocation may involve the extensive use of equity and fixed-income exchange-traded funds (ETFs). The Fund may invest in investment-grade and below-investment-grade securities.

33 | USAA Cornerstone Funds

PRINCIPAL RISKS

Prospectus | 34

interest rate risk, bonds with longer maturities generally offer higher yields than bonds with shorter maturities.

35 | USAA Cornerstone Funds

Precious metals and minerals companies could be affected by sharp price volatility caused by global economic, financial, and political factors.

Prospectus | 36

PERFORMANCE

Performance history for the Fund will be available in the prospectus after the Fund has been in operation for one full calendar year.

INVESTMENT ADVISER

USAA Asset Management Company (AMCO)

PORTFOLIO MANAGER(S)

John P. Toohey, CFA, Vice President of Equity Investments, is responsible for the Fund’s asset allocation and has co-managed the Fund since its inception in June 2012.

Wasif A. Latif, Vice President of Equity Investments, is responsible for the Fund’s asset allocation and has co-managed the Fund since its inception in June 2012.

Arnold J. Espe, CFA, Vice President of Mutual Fund Portfolios, has co-managed the Fund since inception in June 2012.

Julianne Bass, CFA, Assistant Vice President of Mutual Fund Portfolios, has co-managed the Fund since its inception in June 2012.

Dan Denbow, CFA, Assistant Vice President of Equity Investments, has co-managed the Fund since its inception in June 2012.

PURCHASE AND SALE OF SHARES

·	Minimum initial purchase: $1,000 or $500 with a $50 monthly systematic investment

·	Minimum subsequent investment: $50

37 | USAA Cornerstone Funds

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

Prospectus | 38

INVESTMENT OBJECTIVE

The USAA Cornerstone Equity Fund (the Fund) seeks capital appreciation over the long term.

FEES AND EXPENSES

Shareholder Fees
(fees paid directly from your investment)		None

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
	Management Fee	None
	Distribution and/or Service (12b-1) Fees	None
	Other Expenses	1.13%
	Acquired Fund Fees and Expenses	0. 85%
	Total Annual Operating Expenses	1.98%
	Reimbursement From Adviser	(1.03)% (a)
	Total Annual Operating Expenses After Reimbursement	0. 95%

	(a) The Adviser has agreed, through October 1, 2014, to make payments or waive management, administration, and other fees to limit the expenses of the Fund 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 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 Adviser at any time after October 1, 2014.

Example

39 | USAA Cornerstone Funds

(2) the Fund’s operating expenses remain the same, (3) you redeem all of your shares at the end of the periods shown, and (4) the expense reimbursement arrangement is not continued.

1 Year		3 Years		5 Years		10 Years
	$201	$	621	$	1,068	$	2,306

Portfolio Turnover

For the most recent fiscal year, the Fund’s portfolio turnover rate was 5% of the average value of its whole portfolio.

PRINCIPAL INVESTMENT STRATEGY

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.

Prospectus | 40

PRINCIPAL RISKS

41 | USAA Cornerstone Funds

The Fund may invest in underlying USAA Funds that invest in equity securities, which are subject to stock market risk. Stock prices in general may decline over short or even extended periods, regardless of the success or failure of a company’s operations. Equity securities tend to be more volatile than bonds. In addition, to the degree the Fund invests in foreign securities, there is a risk that the value of those investments will decrease because of unique risks, such as currency exchange rate fluctuations; foreign market illiquidity; emerging market risk; increased price volatility; uncertain political conditions; exchange control regulations; foreign ownership limits; different accounting, reporting, and disclosure requirements; difficulties in obtaining legal judgments; and foreign withholding taxes.

An investment in this Fund is not a deposit of 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.

PERFORMANCE

Performance history for the Fund will be available in the prospectus after the Fund has been in operation for one full calendar year.

INVESTMENT ADVISER

USAA Asset Management Company (AMCO)

PORTFOLIO MANAGER(S)

John P. Toohey, CFA, Vice President of Equity Investments, has co-managed the Fund since its inception in June 2012.

Prospectus | 42

Wasif A. Latif, Vice President of Equity Investments, has co-managed the Fund since its inception in June 2012.

PURCHASE AND SALE OF SHARES

·	Minimum initial purchase: $1,000 or $500 with a $50 monthly systematic investment

·	Minimum subsequent investment: $50

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

43 | USAA Cornerstone Funds

USAA Asset Management Company (AMCO) manages these Funds. For easier reading, AMCO may be referred to as “we” or “us” throughout the prospectus.

INVESTMENT OBJECTIVE

Each Cornerstone Fund has its own investment objective as described below. The Funds’ Board of Trustees (the Board) may change a Fund’s investment objective without shareholder approval.

Cornerstone Fund	Objective
Conservative Fund	seeks current income. The Fund also considers the potential for capital appreciation.
Moderately Conservative Fund	seeks current income with a secondary focus on capital appreciation.
Moderate Fund	seeks high total return.
Moderately Aggressive Fund	seeks capital appreciation with a secondary focus on current income.
Aggressive Fund	seeks capital appreciation over the long term. The Fund also considers the potential for current income.
Equity Fund	seeks capital appreciation over the long term.

PRINCIPAL INVESTMENT STRATEGY

The Cornerstone Funds are six different mutual funds that offer distinct choices for different investment styles and life stages. Because each investor's risk tolerance, investment goals, time horizon, and financial circumstances are different, the Cornerstone Funds offer alternative strategies to attain your goals.

Prospectus | 44

The following explains the primary investment strategy and policies that each Fund uses to pursue its investment objective. With respect to the target allocation for each Fund, the Board may revise the target allocations without prior written notice to shareholders and the actual allocations can deviate from the amounts shown below by up to 20% for each asset class with respect to each Fund as market conditions warrant.

Cornerstone Conservative Fund

The Fund's principal investment strategy is to invest its assets 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. See Description of Underlying USAA Funds for more information on the underlying USAA Funds.

Cornerstone Moderately Conservative Fund

The Fund's principal investment strategy is to invest its assets 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 Fund may invest in investment-grade and below-investment-grade securities. The implementation of the asset allocation may involve the extensive use of equity and fixed-income ETFs.

Cornerstone Moderate Fund

The Fund’s principal investment strategy is to invest its assets 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 Fund may invest in investment-grade and below-investment-grade securities. The implementation of the asset allocation may involve the extensive use of equity and fixed-income ETFs.

45 | USAA Cornerstone Funds

The Fund also may use alternative investment strategies from time to time, in an attempt to reduce the Fund’s volatility over time and enhance the Fund’s return and diversification.

Cornerstone Moderately Aggressive Fund

The Fund’s principal investment strategy is to invest its assets 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 Fund may invest in investment-grade and below-investment-grade securities. The implementation of the asset allocation may involve the extensive use of equity and fixed-income ETFs.

Cornerstone Aggressive Fund

The Fund's principal investment strategy is to its assets 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 Fund may invest in investment-grade and below-investment-grade securities. The implementation of the asset allocation may involve the extensive use of equity and fixed-income ETFs.

Cornerstone Equity Fund

The Fund's principal investment strategy is to normally invest 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. See Description of Underlying USAA Funds for more information on the underlying USAA Funds.

Prospectus | 46

WHY ARE EQUITY SECURITIES AND BONDS MIXED IN THE SAME FUND?

From time to time, the stock and bond markets may fluctuate independently of each other. In other words, a decline in the stock market may, in certain instances, be offset by a rise in the bond market, or vice versa. As a result, a Fund, with a mix of stocks and bonds, is expected in the long run to entail less market risk (and potentially less return) than a mutual fund investing exclusively in stocks.

Each Fund's investment mix was selected to provide investors with a diversified investment in a single mutual fund. Equity securities provide the potential for long-term capital growth while bonds provide the potential for current income. Money market instruments provide a means for temporary investment of cash balances arising in the normal course of business.

WHAT TYPES OF EQUITY SECURITIES ARE INCLUDED IN EACH FUND’S PORTFOLIO?

Each Fund may invest in domestic and international (including emerging markets) equity securities within all asset classes (small-, mid-, and large-cap), which primarily include common stocks, preferred stocks, convertible securities, and depositary receipts for such securities. These securities may be listed on securities exchanges, traded in various over-the-counter markets, or have no organized markets.

Each Fund, excluding the Cornerstone Conservative and Cornerstone Equity Funds, may invest in ETFs, including domestic, international, and emerging markets ETFs, which are, with a few exceptions, open-end investment companies that trade on exchanges throughout the day. More specifically, ETFs typically track a market index or specific sectors of the stock or bond markets. In addition, ETFs also may focus on specific equity styles, which include, but are not limited to, large-cap growth, large-cap value, small-cap growth, and small-cap value. Because ETFs trade like stocks, they offer trading flexibility desired by both individuals and institutions. Like any security that trades on an exchange, the value of the underlying securities is the major factor in determining an ETF’s price. The price of an ETF is determined by supply and demand. Thus, ETFs do not necessarily trade at their NAVs. A Fund will value any ETF in its portfolio at its last sale or closing market price,

47 | USAA Cornerstone Funds

which typically approximates its NAV although there may be times when the market price and NAV vary to a greater extent.

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

In addition, each Fund, excluding the Cornerstone Conservative and Cornerstone Equity Funds, is permitted, but not required, to use various types of derivatives (contracts whose value is based on, for example, indexes, currencies, or securities) including futures contracts, options contracts and swaps, in seeking its investment objective, including to manage its exposure to changes in securities prices and foreign currencies, in an effort to enhance income, and to protect the value of portfolio securities. Each Fund, excluding the Cornerstone Conservative and Cornerstone Equity Funds, also may use derivatives in circumstances where the managers believe they offer an economical means of gaining exposure to a particular asset class or to keep cash on hand to meet shareholder redemptions or other needs while maintaining exposure to the market.

WHAT ROLE DO INTERNATIONAL EQUITY SECURITIES PLAY IN A FUND’S PORTFOLIO?

From time to time, the U.S. and international stock markets may fluctuate independently of each other. In other words, a decline in one market may, in certain circumstances, be offset by a rise in another market. In addition, international equity markets may provide attractive returns not otherwise available in the U.S. markets. Up to 60% of a Fund's target equity allocation may be invested in the securities of foreign corporations.

WHAT ROLE DO GLOBAL REAL ESTATE EQUITY SECURITIES PLAY IN A FUND’S PORTFOLIO?

We believe that diversified investments linked to real estate are a good hedge during an inflationary environment. Such investments will include domestic and/or foreign common stocks of REITs, companies that operate as real estate corporations or that have a significant portion of their assets in real estate, mutual funds, or ETFs that invest in REITs or real estate securities. We will evaluate the nature of a company’s real estate holdings to determine whether a Fund’s

Prospectus | 48

investment in the company’s common stock will be included. In addition, we also may invest in preferred stocks, securities convertible into common stocks, and securities that carry the right to buy common stocks of REITs and real estate companies. A Fund will not acquire any direct ownership of real estate.

WHAT ROLE DO PRECIOUS METALS AND MINERALS SECURITIES PLAY IN A FUND’S PORTFOLIO?

Equity securities of companies involved in precious metals and minerals may be selected for their potential to increase in value during inflationary periods and periods of U.S. dollar weakness. Additionally, equity securities of precious metals and minerals companies may be selected for their ability to stabilize a portfolio’s rate of return during periods when U.S. stock prices generally are declining. Historical tendencies show that prices of precious metals and minerals securities generally increase when prices of U.S. stocks decrease.

HOW WILL A FUND GAIN EXPOSURE TO COMMODITIES, NATURAL RESOURCES, AND CURRENCIES WITHOUT INVESTING DIRECTLY IN THESE TYPES OF ASSETS?

A Fund may gain exposure to these types of assets by investing in structured investment products such as ETFs, exchange-traded notes (ETNs), other investment companies, and futures contracts that may invest directly in these assets. In addition to the risks of these assets individually, a Fund will be exposed to the same risks of the assets’ holdings in these structured investment products as the products themselves in direct proportion to the allocation of the Fund’s assets among those holdings. A Fund also will be exposed to the risks inherent in these structured investment products that are not necessarily associated with the underlying asset holdings.

WHAT OTHER EQUITY-RELATED STRATEGIES MAY A FUND UTILIZE?

In an attempt to reduce a Fund’s volatility over time, a Fund may implement an index option-based strategy by selling index call or corresponding ETF options and buying index put or corresponding ETF options or put spread options.

As the seller of an index call or corresponding ETF option, a Fund receives cash (the premium) from the purchaser. The purchaser of an index call option has the right to any appreciation in the value of the

49 | USAA Cornerstone Funds

index over a fixed price (the exercise price) on a certain date in the future (the expiration date). If the purchaser does not exercise the option, a Fund retains the premium. If the purchaser exercises the option, the Fund pays the purchaser the difference between the price of the index and the exercise price of the option. The premium, the exercise price, and the market value of the index determine the gain or loss realized by a Fund as the seller of the index call option. A Fund also may repurchase the call or corresponding ETF option prior to the expiration date, ending its obligation. In this case, the cost of repurchasing the option will determine the gain or loss realized by the Fund.

As the buyer of an index put or corresponding ETF option, a Fund attempts to reduce losses on its stock portfolio from a significant market decline over a short period of time. The value of an index put or corresponding ETF option generally increases as stock prices decrease.

ARE THERE ANY RISKS TO BUYING AND SELLING INDEX OPTIONS?

Written options have varying degrees of risk. An uncovered written call option theoretically carries unlimited risk, as the market price of the underlying asset could rise far above the exercise price before its expiration. This risk is tempered when the call option is covered, that is, when the option writer owns the underlying asset. In this case, the writer runs the risk of the lost opportunity to participate in the appreciation in value of the asset rather than the risk of an out-of-pocket loss. A written put option has defined risk, that is, the difference between the agreed-upon price that a Fund must pay to the buyer upon exercise of the put and the value, which could be zero, of the asset at the time of exercise.

Selling index call options can reduce the risk of owning a stock port-folio, because declines in the value of the stock portfolio would be offset to the extent of the up-front cash (premium) received at the time of selling the call option. However, if the value of the index on which the option is based appreciates to a price higher than the option’s exercise price, it can be expected that the purchaser will exercise the option and a Fund will be obligated to pay the purchaser the difference between the exercise price and the appreciated value of the index. Therefore, selling index call options also can limit a Fund’s opportunity to profit from an increase in the market value of the stock portfolio.

Prospectus | 50

Purchasing index put options can reduce the risk of declines in the value of a stock portfolio, because a put option gives its purchaser, in return for a premium, the right to receive the difference between the exercise price of the option and any decline in the value of the index below the exercise price. However, a Fund risks losing all or part of the cash paid for purchasing index put options if the value of the index does not decline below its exercise price. At times, a Fund may not own any put options, resulting in increased exposure to a market decline. Unusual market conditions or the lack of a ready market for any particular option at a specific time may reduce the effectiveness of a Fund’s option strategies.

WHAT ARE THE KEY CHARACTERISTICS OF “ALTERNATIVE INVESTMENTS”?

Alternative investments are expected to have relatively low correlation to traditional asset classes like stocks and bonds. While alternative investments can be very volatile on a stand-alone basis, when combined with traditional asset classes their low correlation can provide risk-reducing diversification to a Fund during periods of market disruption. While alternative investments have demonstrated low correlation to traditional asset classes historically, there are no assurances they will provide the expected diversification benefits in each market crisis going forward.

WHAT TYPES OF BONDS ARE INCLUDED IN A FUND’S PORTFOLIO?

The debt securities in which a Fund invests may include, but are not limited to, obligations of U.S., state, and local governments, their agencies and instrumentalities; mortgage- and asset-backed securities; corporate debt securities; repurchase agreements; and other securities believed to have debt-like characteristics, including synthetic securities.

Certain bond and money market instruments, such as collateralized mortgage obligations , commercial mortgage-backed securities (CMBS), interest only CMBS securities, periodic auction reset bonds, loan interests, Eurodollar and Yankee obligations, and synthetic securities are subject to special risks that are described in the statement of additional information (SAI).

51 | USAA Cornerstone Funds

WHAT TYPES OF MONEY MARKET INSTRUMENTS ARE INCLUDED IN A FUND’S PORTFOLIO?

The money market instruments included in a Fund’s portfolio are investment-grade, U.S. dollar-denominated debt securities that have remaining maturities of one year or less. They may carry either fixed or variable interest rates and may include, but are not limited to, variable-rate demand notes; commercial paper; U.S. Treasury bills, bonds, notes, and certificates of deposit; repurchase agreements; asset-backed securities; Eurodollar and Yankee obligations; and other money market securities.

WHAT IS THE CREDIT QUALITY OF THE BONDS AND MONEY MARKET INSTRUMENTS?

Each Fund may invest in investment-grade as well as below-investment-grade securities. Investment-grade securities include securities issued or guaranteed by the U.S. government, its agencies and instrumentalities, as well as securities rated or subject to a guarantee that is rated within the categories listed by at least one of the Nationally Recognized Statistical Rating Organizations (NRSROs). If a security is not rated, we may make a determination that the security is of equivalent investment quality to a comparable security.

Below are investment-grade ratings for four of the current NRSRO rating agencies:

Rating Agency	Long-Term Debt Securities	Short-Term Debt Securities
Moody’s Investors Service, Inc.	At least Baa3	At least Prime–3 or MIG 3/VMIG 3
Standard & Poor’s Ratings Services	At least BBB –	At least A–3 or SP–2
Fitch Ratings Ltd.	At least BBB –	At least F3
Dominion Bond Rating Service Limited	At least BBB low	At least R–2 low

Below-investment-grade securities are those securities rated below the above-noted ratings. Each Fund may invest up to 20% of its net assets

Prospectus | 52

that at the time of purchase are below-investment-grade securities, which are sometimes referred to as high-yield or “junk” bonds. Below-investment-grade securities are considered speculative and are subject to significant credit risk since they are believed to represent a greater risk of default than more creditworthy investment-grade securities. These lower-quality securities generally have less interest rate risk and higher credit risk than the higher quality securities. At the same time, the volatility of below-investment-grade securities historically has been notably less than that of the equity market as a whole. The market on which below-investment-grade securities is traded also may be less liquid than the market for investment-grade securities.

You will find a further description of debt ratings in the Funds' SAI.

WHAT IS THE DIFFERENCE BETWEEN INVESTING IN HIGH-YIELD BONDS AND INVESTING IN INVESTMENT-GRADE BONDS?

The bond markets generally offer a greater potential return only for accepting a greater level of risk. The two most common risks are credit risk – or the risk that an issuer will be unable to make timely dividend, interest, or principal payments; and interest rate risk – or the risk that a security’s market value will change with interest rates.

In the investment-grade bond market (where credit risks are generally considered low), a higher return is normally used to entice investors into buying longer-maturity bonds, thereby accepting greater sensitivity to changes in interest rates. In contrast, high-yield securities are often considered hybrids, with characteristics of both equity securities and bonds. High-yield securities generally have less interest rate risk and higher credit risk than higher-quality bonds. A higher return is normally used to entice investors into buying securities with a greater risk of default. Normally, the higher the credit risk, the higher the potential return. In effect, high-yield investors are trading a portion of the interest rate risk inherent in investment-grade bonds for bond-specific credit risk (each high-yield security is a unique story). At the same time, the volatility of high-yield securities portfolios historically has been notably less than that of the equity market as a whole.

As a result, high-yield securities portfolios have often acted differently than investment-grade bond securities portfolios. High-yield securities are more sensitive to changes in economic conditions than investment-grade bonds. The portfolio may underperform when the outlook for the economy is negative. Conversely, the portfolio may outperform when the economic outlook turns positive.

53 | USAA Cornerstone Funds

WILL A FUND’S ASSETS BE INVESTED IN ILLIQUID SECURITIES?

Each Fund may invest up to 15% of its net assets in illiquid securities, which generally are securities that the Fund cannot expect to sell or dispose of in the ordinary course of business within seven days at approximately the value ascribed to such securities.

DO THE FUNDS HAVE A TEMPORARY DEFENSIVE STRATEGY?

Each Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, or other conditions. The effect of taking such a temporary defensive position is that the Fund may not achieve its investment objective.

RISKS

Each Fund is subject to a number of investment risks that will vary depending upon its selected portfolio. With respect to the Cornerstone Conservative and Cornerstone Equity Funds, the risks of these Funds are the same risks applicable to the underlying USAA Funds in which they invest. The risks will apply proportionally according to the allocation to each applicable underlying USAA Fund. To the extent a Fund invests in equity securities (or in underlying USAA Funds that invest in equity securities), the performance of the Fund will be subject to the risks of investing in equity securities. To the extent a Fund invests in fixed-income securities (or in underlying USAA Funds that invest in fixed-income securities), the performance of the Fund will be subject to the risks of investing in fixed-income securities. To the extent a Fund invests in foreign securities (or in underlying USAA Funds that that invest in foreign securities), the performance of the Fund will be subject to the risks of investing in foreign securities. Each Fund also is subject to asset allocation risk ( i.e., the risk that target allocations will not produce intended results) and to management risk ( i.e., the risk that the selection of investments for the Fund will not produce intended results) as well as tactical allocation risk. Some of the risks of investing in the Funds are discussed below, including the principal risks of each Fund as discussed in the “Principal Risks” section for each Fund above.

Affiliated Fund Risk: Because a Fund may invest its assets in various underlying USAA Funds, its ability to achieve its investment objective depends largely on the performance of the underlying USAA Funds in

Prospectus | 54

which it invests. Each of the underlying USAA Funds in which a Fund may invest has its own investment risks, and those risks can affect the value of the underlying USAA Funds' shares and, therefore, the value of a Fund's investments. There can be no assurance that the investment objective of any underlying USAA Fund will be achieved. To the extent that a Fund invests more of its assets in one underlying USAA Fund than in another, the Fund will have greater exposure to the risks of that underlying USAA Fund. In addition, a Fund will bear a pro rata portion of the operating expenses of the underlying USAA Funds, which also are managed by the Adviser, in which it invests.

In managing a Fund that invests in underlying USAA Funds, the Adviser may be subject to potential conflicts of interest in allocating the Fund’s assets among the various underlying USAA Funds because the fees payable to it by some of the underlying USAA Funds are higher than the fees payable by other underlying USAA Funds and because the Adviser is also responsible for managing and administering the underlying USAA Funds.

Credit Risk: Credit risk is the possibility that an issuer of a fixed-income security cannot make timely dividend, interest, and principal payments on its securities or that negative market perceptions of the issuer’s ability to make such payments will cause the price of that security to decline. The fixed-income securities in a Fund’s portfolio are subject to credit risk. A Fund accepts some credit risk as a recognized means to enhance investors’ return. To the extent a fund invests in government securities, credit risk will be limited. When evaluating potential investments for a fund, our analysts also assess credit risk and its impact on the fund’s portfolio. Nevertheless, even investment-grade securities are typically subject to some credit risk.

All fixed-income securities varying from the highest quality to the very speculative have some degree of credit risk. We attempt to minimize a Fund’s overall credit risk by primarily investing in fixed-income securities considered at least investment grade at the time of purchase. Fixed-income securities in the lowest-rated investment-grade category have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to a weakened capability to make principal and interest payments on these securities than is the case for higher-rated securities. In addition, the ratings of fixed-income securities are estimates by the rating agencies of the credit quality of

55 | USAA Cornerstone Funds

the securities. The ratings may not take into account every risk related to whether interest or principal will be repaid on a timely basis.

Securities rated below investment grade (junk or high-yield bonds) should be regarded as speculative, because their issuers are more susceptible to financial setbacks and recession than more creditworthy companies. High-yield bond issuers include small companies lacking the history or capital to merit investment-grade status, former blue chip companies downgraded because of financial problems, and firms with heavy debt loads. If the Fund invests in securities whose issuers develop unexpected credit problems, a Fund’s NAV could decline. Changes in economic conditions or other circumstances are more likely to lead to a weakened capability to make principal and interest payments on these securities than is the case on higher-rated securities.

If a fund purchases asset-backed or mortgage-backed securities that are “subordinated” to other interests in the same pool of assets, the fund as a holder of those securities may only receive payments after the pool’s obligations to other investors have been satisfied. In addition, changes in the values of the properties backing the loans, as well as changes in interest rates, may have a greater effect on the delinquency, foreclosure, bankruptcy, and loss experience of the loans in the pool than on loans originated in a more traditional manner. In addition, instability in the markets for such securities may affect the liquidity of such securities, which means that a fund may be unable to sell such securities at an advantageous time and price. As a result, the value of such securities may decrease and a fund may incur greater losses on the sale of such securities than under more stable market conditions. Furthermore, instability and illiquidity in the market for lower-rated asset-backed or mortgage-backed securities may affect the overall market for such securities, thereby impacting the liquidity and value of higher-rated securities.

Many issuers of high-yield securities have characteristics (including, but not limited to, high levels of debt, an untested business plan, significant competitive and technological challenges, legal, and political risks), which cast doubt on their ability to honor their financial obligations. They may be unable to pay dividends, interest when due, or return all the principal amount of their debt obligations at maturity.

Commodities Investing Risk: The Fund’s investment in commodity-linked derivative instruments such as exchange traded notes may

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subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political, and regulatory developments. The commodity-linked derivative instrument that the Fund may invest in may concentrate its assets in a particular sector of the commodities market (such as oil, metal, or agricultural products). As a result, the security may be more susceptible to risks associated with those sectors.

Currency Investing Risk: When a Fund invests in securities that trade in, and receive revenues in, foreign (non-U.S.) currencies, or in derivatives that provide exposure to foreign (non-U.S.) currencies, it will be subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks, national entities such as the International Monetary Fund, or by the imposition of currency controls, or other political developments in the United States or abroad. As a result, a Fund’s investments in foreign currency-denominated securities may reduce the returns of the Fund.

Derivatives Risk: Risks associated with derivatives include the risk that the derivative is not well-correlated with the security, index, or currency to which it relates; the risk that derivatives used for risk management may not have the intended effects and may result in losses or missed opportunities; the risk that a Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk of interest rate movements; and the risk that the derivatives transaction could expose a fund to the effects of leverage, which could increase a Fund’s exposure to the market and magnify potential losses. There is no guarantee that derivatives activities will be employed or that they will work, and their use could cause lower returns or even losses to a Fund.

Dividend Payout Risk: The possibility that a number of the companies in which a fund invests will reduce or eliminate the dividend on

57 | USAA Cornerstone Funds

the securities held by the Fund. Should many portfolio companies reduce or eliminate their dividend payments, the ability of a Fund to produce investment income to shareholders will be adversely affected.

ETFs Risk: ETFs commonly are organized as registered investment companies. By investing in a Fund that invests in ETFs, you will be indirectly exposed to the same risks of the ETFs’ holdings as the ETFs themselves in direct proportion to the allocation of the Fund’s assets among those ETFs. You also will indirectly bear fees and expenses charged by the ETFs in which a Fund invests in addition to the Fund’s direct fees and expenses. In addition, each ETF typically is a “passive investor” and therefore invests in the securities and sectors contained in the index it seeks to track without regard for or analysis of the prospects of such securities or sectors. An ETF may invest in all of the securities in such index or in a representative sample of such securities. ETFs will not attempt to take defensive positions in volatile or declining markets or under other conditions. Furthermore, ETFs will not be able to duplicate exactly the performance of the underlying indexes they track. The difference in performance between an ETF and the index it seeks to track can be due to, among other factors, the expenses that the ETF pays, regulatory constraints, investment strategies, or tech-niques undertaken by the ETF, and changes to an underlying index. There also may be a lack of correlation between the securities in an index and those actually held by an ETF. Moreover, the market price of an ETF may be different from the NAV of such ETF ( i.e., the ETF may trade at a discount or premium to its NAV). The performance of a Fund that invests in such an ETF could be adversely impacted. In addition, although ETFs are generally listed on securities exchanges, there can be no assurances that an active trading market for such ETFs will be maintained. Secondary market trading in ETFs also may be halted by a national securities exchange because of market conditions or for other reasons. There can be no assurances that the requirement necessary to maintain the listing of the ETFs will continue to be met or will remain unchanged.

Foreign Investing Risk: There is the possibility that the value of the Fund’s investments in foreign securities will decrease because of unique risks, such as currency exchange-rate fluctuations; foreign market illiquidity; increased price volatility; exchange control regulations; foreign ownership limits; different accounting, reporting, and disclosure requirements; difficulties in obtaining legal judgments; and foreign withholding taxes. Foreign investing may result in the Fund

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experiencing more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. Two risks that require significant examination on foreign investing are:

v	Emerging Markets Risk : Investments in countries that are in the early stages of their industrial development involve exposure to economic structures that generally are less diverse and mature than those in the United States and to political systems that may be less stable.

v	Political Risk: Political risk includes a greater potential for coups d’etat, revolts, and expropriation by governmental organizations.

Global Real Estate Investment Trusts (REIT) Investment Risk: Investing in both equity and debt securities of REITs may subject a Fund to many of the same risks associated with the direct ownership of real estate. There is a risk that a Fund’s investments in real estate securities and REITs will decrease because of a decline in real estate values. Investing in global REITs may have greater risks than investing in domestic REITs, which are described above in Foreign Investing Risks . Moreover, by investing in debt securities of REITs, a fund also is subject to credit risk.

Additionally, REITs are dependent upon the capabilities of the REIT manager(s), have limited diversification, and could be significantly impacted by changes in tax laws.

Interest Rate Risk: As a mutual fund investing in bonds, each Fund is subject to the risk that the market value of the bonds will fluctuate because of changes in interest rates. Bond prices are linked to the prevailing market interest rates, changes in supply and demand for fixed-income securities, or other factors. In general, when interest rates rise, bond prices fall, and when interest rates fall, bond prices rise. The price volatility of a bond also depends on its maturity. Generally, the longer the maturity of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer maturities generally offer higher yields than bonds with shorter maturities.

v	If interest rates increase, the yield of the Fund may increase and the market value of the Fund’s securities may decline, adversely affecting the Fund’s NAV and total return.

59 | USAA Cornerstone Funds

v	If interest rates decrease, the yield of the Fund may decrease. In addition, the market value of the Fund’s securities may increase, which may increase the Fund’s NAV and total return.

Leveraging Risk: Leveraging risk is the risk associated with securities or practices that multiply small price movements into large changes in value. The more the Fund invests in leveraged instruments or strategies that use leveraged instruments, the more this leverage will magnify any losses on those investments.

Liquidity Risk: Certain securities held by a Fund may be difficult (or impossible) to sell at the time and at the price the Fund would like due to a variety of factors, including general market conditions, the perceived financial strength of the issuer, or specific restrictions on resale of the securities. Consequently, a Fund may have to hold these securities longer than it would like and may forgo other investment opportunities. It also is possible that a Fund could lose money or be prevented from earning capital gains if it cannot sell a security at the time and price that is most beneficial to the Fund. Lack of liquidity may impact valuation of such securities and the Fund’s NAV adversely, especially during times of financial distress. In addition, a Fund may not be able to raise cash when needed or may be forced to sell other investments to raise cash, which could impact the Fund’s performance negatively. Infrequent trading of securities also may lead to an increase in their price volatility. Liquidity is a general investment risk that potentially could impact any security, but funds that invest in privately placed securities, certain small-company securities, high-yield bonds, mortgage-backed or asset-backed securities, foreign or emerging market securities, derivatives, or other structured investments, which have all experienced periods of illiquidity, generally are subject to greater liquidity risk than funds that do not invest in these types of securities.

Management Risk: Because the Funds are actively managed, they are subject to management risk and there is no guarantee that the investment techniques and risk analyses used by a Fund’s manager(s) will produce the desired results. In addition, we operate under a “manager-of-managers” structure, which gives us the right, with the prior approval of the Board and without shareholder approval, to change subadvisers. If we add or replace a subadviser of a Fund, the Fund could experience higher portfolio turnover and higher transaction costs than normal if the new subadviser realigns the portfolio to reflect its investment techniques and philosophy. A realignment of a Fund’s

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portfolio could result in higher net realized capital gains and, therefore, distributions thereof, which could affect the tax efficiency of the Fund negatively.

Natural Resources Investing Risk: The natural resources industries can be significantly affected by events relating to international political and economic developments, the means of global transportation, energy conservation, the success of exploration projects, commodity prices, natural and/or mad-made disasters, and tax and other government regulations.

Non-diversification Risk: While the Cornerstone Conservative and Cornerstone Equity Funds are considered diversified, they have the ability to invest in underlying USAA Funds that are considered non-diversified, such as the USAA Precious Metals and Minerals Fund. A fund is non-diversified if it invests a greater percentage of its assets in a single issuer, such as a single stock, bond, or ETF. Because a relatively high percentage of the total assets of the underlying USAA Precious Metals and Minerals Fund may be invested in the securities of a single issuer or a limited number of issuers, the securities of this fund may be more sensitive to changes in the market value of a single issuer or a limited number of issuers. Such a focused investment strategy may increase the volatility of the fund’s investment results, because the fund may be more susceptible to risks associated with a single issuer or economic, political, or regulatory event than a diversified fund.

Options Strategy Risk: A Fund could experience a loss in the options portion of the portfolio. When it sells index or corresponding ETF call options, a Fund receives cash but limits its opportunity to profit from an increase in the market value of its stock portfolio. When a Fund purchases index or corresponding ETF put options, it risks the loss of the cash paid for the options. At times, a Fund may not own put options, which increases exposure to a market decline. When a Fund simultaneously sells index put options to fund the purchases, resulting in an index put spread, the Fund has increased exposure to further market decline when it falls below the strike of the short index put option.

61 | USAA Cornerstone Funds

stocks may be more volatile than exchange-listed stocks, and a Fund may experience difficulty in purchasing or selling these securities at a fair price.

Portfolio Turnover Risk: To implement the Funds' principal investment strategies, a Fund’s securities may need to be actively and frequently traded. A Fund’s portfolio turnover rate may exceed 100% and vary from year to year depending on the frequency of the investment allocation decisions made. A high turnover rate increases transaction costs and may increase net realized (taxable capital gains), which may adversely affect Fund performance.

A Fund is subject to the risk of sharp price volatility of metals or minerals, and of shares of companies principally engaged in activities related to metals or minerals. This risk applies whether the particular metals or minerals are precious and rare (such as gold and diamonds) or base and common (such as nickel and zinc). Investments related to metals or minerals may fluctuate in price significantly over short periods because of a variety of worldwide economic, financial, and political factors. These factors include: economic cycles; changes in inflation or expectations about inflation in various countries; interest rates; currency fluctuations; metal sales by governments, central banks, or international agencies; investment speculation; resource availability; commodity prices; fluctuations in industrial and commercial supply and demand; government regulation of the metals and materials industries; and government prohibitions or restrictions on the private ownership of certain precious and rare metals and minerals.

Prepayment Risk : The possibility that prepayments of mortgage-backed securities in a Fund’s portfolio will require reinvestment at lower interest rates, resulting in less interest income to the Fund. As a mutual fund investing in mortgage-backed securities, a Fund is subject to prepayment risk for these securities. Mortgagors may generally pay off mortgages without penalty before the due date. When

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mortgaged property is sold, which can occur at any time for a variety of reasons, the old mortgage is usually prepaid. Also, when mortgage interest rates fall far enough to make refinancing attractive, prepay-ments tend to accelerate. Prepayments require reinvestment of the principal at the then-current level of interest rates, which are often at a lower level than when the mortgages were originally issued. Reinvest-ment at lower rates tends to reduce the interest payments received by a Fund and, therefore, the size of the net investment income dividend payments available to shareholders. If reinvestment occurs at a higher level of interest rates, the opposite effect is true.

Tactical Allocation Risk: Each Fund has a targeted risk tolerance and a corresponding asset allocation target; however, mere asset allocation and volatility are not the sole determination of risk. Your manager will tactically allocate away from the target allocation as market conditions and the perceived risks warrant. Each Fund bears the risk that the manager's tactical allocation will fail to make the achievement of the investment objective more likely.

Rebalancing Risk: In purchasing and selling securities to rebalance its portfolio, a Fund will pay more in brokerage commissions than it would without a rebalancing policy. As a result of the need to rebalance, the Fund also has less flexibility in the timing of purchases and sales of securities than it would otherwise. While we will attempt to minimize any adverse impact to the Fund or its shareholders, the Fund may have a higher proportion of capital gains and a lower return than a fund that does not have a rebalancing policy.

Small-Cap Company Risk: The greater risk of investing in smaller, less well-known companies, as opposed to investing in established companies with proven track records. Small-cap companies may be more vulnerable than larger companies to adverse business or economic developments. Small-cap companies also may have limited product lines, markets, or financial resources. Securities of such companies may be less liquid and more volatile than securities of larger companies or the market averages in general and, therefore, may involve greater risk than investing in the securities of larger companies. In addition, small-cap companies may not be well known to the investing public, may not have institutional ownership, and may have only cyclical, static, or moderate growth prospects.

Stock Market Risk: Because a Fund invests in stocks, it is subject to stock market risk. A company’s stock price in general may decline over

63 | USAA Cornerstone Funds

short or even extended periods regardless of the success or failure of a company’s operations. Stock markets tend to run in cycles, with periods when stock prices generally go up, and periods when stock prices generally go down. Equity securities tend to be more volatile than bonds. However, domestic and international stock markets also can move up and down rapidly or unpredictably due to factors affecting securities markets generally, particular investments, or individual companies. Market turmoil may be reflected in perceptions of economic uncertainty, price volatility in the equity and debt markets, and fluctuating trading liquidity. In response, governments may adopt a variety of fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs, and lower interest rates. An unexpected or quick reversal of these policies could increase volatility in the equity and debt markets. Market conditions and economic risks could have a significant effect on domestic and international economies, and could add significantly to the risks of increased volatility for the Fund and the inability to attain a Fund’s investment objective.

U.S. Government Sponsored Enterprises (GSEs) Risk: While mortgage-backed securities and other securities issued by certain GSEs, such as the Government National Mortgage Association (Ginnie Mae), are supported by the full faith and credit of the U.S. government, securities issued by other GSEs, are supported only by the right of the GSE (including Freddie Mac and Fannie Mae) 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 Freddie Mac and Fannie Mae under conservatorship and appointed the FHFA as their regulator. Freddie Mac and Fannie Mae currently remain under conservatorship. In addition, the U.S. Treasury entered into purchase agreements with Freddie Mac and Fannie Mae 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.

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ADDITIONAL INFORMATION

This prospectus doesn’t tell you about every policy or risk of investing in the Fund. For additional information about the Fund’s investment policies and the types of securities in which the Fund’s assets may be invested, you may want to request a copy of the statement of additional information (SAI) (the back cover tells you how to do this).

PORTFOLIO HOLDINGS

The Funds' policies and procedures with respect to the disclosure of the Funds' portfolio securities are available in the Funds' SAI, which is available upon request.

FUND MANAGEMENT

AMCO serves as the manager of these Funds. The Funds are among the 52 no-load mutual funds offered by USAA Mutual Funds Trust. We are an affiliate of United Services Automobile Association (USAA), a large, diversified financial services institution. Our mailing address is P.O. Box 659453, San Antonio, Texas 78265-9825. We had approximately $116 billion in total assets under management as of August 31, 2013.

We provide investment management services to the Cornerstone Funds pursuant to an Advisory Agreement. Under this agreement, we are responsible for managing the business and affairs of the Funds, subject to the authority of and supervision by the Board. A discussion regarding the basis of the Board’s approval of the Funds’ Advisory Agreement is available in the Funds’ annual report to shareholders for the period ending May 31.

In addition to providing investment management services, we also provide administration and servicing to the Fund. Our affiliate, USAA Shareholder Account Services (SAS), provides transfer agency services to the Fund. The Funds or the Funds’ transfer agent may enter into agreements with third parties (Servicing Agents) to pay such Servicing Agents for certain administrative and servicing functions. USAA Investment Management Company acts as the Funds’ distributor.

The Funds may use a “manager-of-managers” structure. We are authorized to select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the actual

65 | USAA Cornerstone Funds

day-to-day investment of the Funds' assets. We monitor each subadviser’s performance through quantitative and qualitative analysis and periodically report to the Board as to whether each subadviser’s agreement should be renewed, terminated, or modified. We also are responsible for allocating assets to the subadvisers. The allocation for each subadviser can range from 0% to 100% of a Fund’s assets, and we can change the allocations without shareholder approval.

Cornerstone Conservative Fund

AMCO does not receive any investment management fees for performing such investment management services for the Fund. However, we reserve the right at any time in the future, subject to the approval of the Board, to cease operating as a fund-of-funds and instead invest directly in equity, fixed income, and other instruments issued by operating companies and other types of issuers, rather than exclusively in shares of underlying USAA Funds. If the Fund is restructured in this manner, the Fund will pay us an investment management fee, which is accrued daily and paid monthly, equal to an annualized rate of one-half of one percent (0.50%) of the Fund's average net assets.

We have agreed, through October 1, 2014, to make payments to the Fund 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 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 Board and may be changed or terminated by us at any time after October 1, 2014. If the Fund’s total annual operating expense ratio is lower than 0.10%, the Fund will operate at the lower expense ratio.

Cornerstone Moderately Conservative Fund

For our services, the Fund pays us an investment management fee, which is accrued daily and paid monthly, equal to an annualized rate of one-half of one percent (0.50%) of the Fund’s average net assets.

We have agreed, through October 1, 2014, to make payments to the Fund or waive our annual management, administration, and other fees payable to the Fund 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)

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do not exceed 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 Board and may be changed or terminated by us at any time after October 1, 2014. If the Fund’s total annual operating expense ratio is lower than 0.90%, the Fund will operate at the lower expense ratio.

Cornerstone Moderate Fund

For our services, the Fund pays us an investment management fee, which is comprised of a base investment management fee and a performance adjustment. The base investment management fee, which is accrued daily and paid monthly, is equal to an annualized rate of three-fourths of one percent (0.75%) of the Fund’s average net assets.

The performance adjustment is calculated monthly by comparing the Fund’s performance to that of the Lipper Balanced Funds Index over the performance period. The Lipper Balanced Funds Index tracks the total return performance of the 30 largest funds within the Lipper Balanced Funds category. This category includes funds whose primary objective is to conserve principal by maintaining at all times a balanced portfolio of both stocks and bonds. Typically, the stock/bond ratio ranges around 60%/40%. The performance period for the Fund consists of the current month plus the previous 35 months.

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 investment management fee as referenced in the following chart:

OVER/UNDER PERFORMANCE ANNUAL ADJUSTMENT RATE

RELATIVE TO INDEX (IN BASIS POINTS AS A PERCENTAGE

(IN BASIS POINTS) 1 OF THE FUND’S AVERAGE NET ASSETS) 1

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

+/ – 100 to 400 +/ – 4

+/ – 401 to 700 +/ – 5

+/ – 701 and greater +/ – 6

1 Based on the difference between average annual performance of the Fund and its relevant index, rounded to the nearest basis point (0.01%). Average net assets are calculated over a rolling 36-month period.

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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 fiscal year ended May 31, 2013, the performance adjustment subtracted from the base investment management fee of 0.75% by less than 0.01%.

We have agreed through October 1, 2014, to make payments or waive management, administration, and other fees to limit the expenses of the Fund so that total annual operating expenses (exclusive of commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed 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 Board and may be changed or terminated by us at any time after October 1, 2014. If the Fund’s total annual operating expense ratio is lower than 1.00%, the Fund will operate at the lower expense ratio.

Cornerstone Moderately Aggressive Fund

The performance adjustment is calculated monthly by comparing the Fund’s performance to that of the Lipper Global Flexible Funds Index over the performance period. The Lipper Global Flexible Funds Index tracks the total return performance of the 30 largest funds within the Lipper Global Flexible Portfolio Funds category. This category includes 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. At least 25% of each portfolio is invested in securities traded outside of the United States. The performance period for the Fund consists of the current month plus the previous 35 months.

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years). The resulting amount is then added to (in the case of overperformance) or subtracted from (in the case of underperformance) the base investment management fee as referenced in the following chart:

OVER/UNDER PERFORMANCE ANNUAL ADJUSTMENT RATE (IN BASIS

RELATIVE TO INDEX POINTS AS A PERCENTAGE OF THE

(IN BASIS POINTS) 1 FUND’S AVERAGE NET ASSETS) 1

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

+/ – 100 to 400 +/ – 4

+/ – 401 to 700 +/ – 5

+/ – 701 and greater +/ – 6

Under the performance fee arrangement, the Fund will pay a positive performance fee adjustment for a performance period whenever the Fund outperforms the Lipper Global Flexible Funds Index over that period, even if the Fund had overall negative returns during the performance period. For the fiscal year ended May 31, 2013, the performance adjustment added to the base investment management fee of 0.75% by 0.02%.

Cornerstone Aggressive Fund

For our services, the Fund pays us an investment management fee, which is accrued daily and paid monthly, equal to an annualized rate of three-fourths of one percent (0.75%) of the Fund’s average net assets.

We have agreed, through October 1, 2014, to make payments to the Fund 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 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 Board and may be changed or terminated by us at any time after October 1, 2014. If the Fund’s total annual operating expense ratio is lower than 1.10%, the Fund will operate at the lower expense ratio.

Cornerstone Equity Fund

AMCO does not receive any investment management fees for performing such investment management services for the Fund.

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However, we reserve the right at any time in the future, subject to the approval of the Board, to cease operating as a fund-of-funds and instead invest directly in equity, fixed income, and other instruments issued by operating companies and other types of issuers, rather than exclusively in shares of underlying USAA Funds. If the Fund is restructured in this manner, the Fund will pay us an investment management fee, which is accrued daily and paid monthly, equal to an annualized rate of three-quarters of one percent (0.75%) of the Fund's average net assets.

SUBADVISER

We have entered into an Investment Subadvisory Agreement with QMA, under which QMA provides day-to-day discretionary management of certain of the Cornerstone Moderately Aggressive Fund’s assets in accordance with the Fund’s investment objectives, policies, and restrictions, subject to the general supervision of the Board and AMCO. The subadviser is compensated directly by AMCO and not by the Fund.

Cornerstone Moderately Aggressive Fund

QMA, located at Gateway Center Two, 100 Mulberry Street, Newark, New Jersey 07102, is an SEC registered investment adviser. QMA manages equity and balanced portfolios for institutional and retail clients. As of June 30, 2013, QMA managed approximately $98.9 billion in assets.

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PORTFOLIO MANAGER(S)

Cornerstone Conservative Fund

John P. Toohey, CFA, is Vice President of Equity Investments and joined USAA in February 2009. He has 15 years of investment management experience and has co-managed the Fund since its inception in June 2012. Prior to joining USAA, Mr. Toohey was a managing director at AIG Investments from December 2000 to January 2009, where he was responsible for the investments supporting AIG’s pension plans worldwide. He also was co-portfolio manager for four lifestyle and asset allocation funds, oversaw the equity index fund business, and served as a senior member of the external client asset allocation team. Education: B.A., Mathematics, Williams College. He holds the Chartered Financial Analyst (CFA) designation.

Wasif A. Latif is Vice President of Equity Investments and joined USAA in June 2006. Mr. Latif has 15 years of investment management experience and has worked for us for seven years. He has co-managed the Fund since its inception in June 2012. Education: B.S. in finance, University of Indianapolis; M.B.A., University of Illinois at Chicago.

Cornerstone Moderately Conservative Fund

John P. Toohey , is responsible for the Fund's asset allocation and has co-managed the Fund since its inception in June 2012.

Wasif A. Latif is responsible for the Fund's asset allocation and has co-managed the Fund since its inception in June 2012.

Arnold J. Espe, CFA, Vice President of Mutual Fund Portfolios, has co-managed the Fund since its inception in June 2012. Mr. Espe has 29 years of investment management experience and has worked for us for 13 years. Education: B.S., Willamette University; M.B.A., University of Oregon. He holds the CFA

designation and is a member of the CFA Institute and the CFA Society of San Antonio.

Julianne Bass, CFA, Assistant Vice President of Mutual Fund Portfolios, has co-managed the Fund since its inception in June 2012. She has 25 years of investment management experience and has worked for us for 14 years. Education: B.B.A., University of Texas at Austin; M.B.A., University of Houston. She is a member of the CFA Institute and the CFA Society of San Antonio.

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Dan Denbow , CFA, Assistant Vice President of Equity Investments, has co-managed the Fund since its inception in June 2012. Mr. Denbow has 21 years of investment management experience and has worked for us for 15 years. Education: B.B.A. and M.B.A., Texas Christian University. He holds the CFA designation and is a member of the CFA Institute and the CFA Society of San Antonio.

Cornerstone Moderate Fund

John P. Toohey is responsible for the Fund's asset allocation and has co-managed the Fund since July 2009.

Wasif A. Latif is responsible for the Fund's asset allocation and has co-managed the Fund since July 2009.

Arnold J. Espe has co-managed the Fund since January 2004.

Julianne Bass has co-managed the Fund since December 2011.

Dan Denbow has co-managed the Fund since June 2012.

Cornerstone Moderately Aggressive Fund

AMCO:

John P. Toohey is responsible for the Fund's asset allocation and has co-managed the Fund since July 2009.

Wasif A. Latif is responsible for the Fund's asset allocation and has co-managed the Fund since July 2009.

Arnold J. Espe has co-managed the Fund since January 2004.

Julianne Bass has co-managed the Fund since October 2011.

Dan Denbow has co-managed the Fund since October 2008.

QMA:

QMA typically follows a team approach in the management of its portfolios. It uses a disciplined investment process based on fundamental data, driven by its quantitative investment algorithm. QMA combines the investment insights gained from its original research with the seasoned judgment of its investment professionals. The members of QMA’s portfolio management team with primary responsibility for subadvising the international portion of the Fund are listed below.

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Jacob Pozharny, Ph.D. is a Managing Director of QMA. He has co-managed the Fund since August 2010. Mr. Pozharny is the Head of Research and Portfolio Management for Non-U.S. Core Equity. Managing Director and head of International Quantitative Equity at the TIAA-CREF organization and Teachers Advisors, Inc., where he was responsible for quantitative stock selection and portfolio construction for the international portfolios. Earlier in his career, he held positions at the University of California, Nicholas-Applegate Capital Management and the Federal Reserve. He earned a B.A. in economics, an M.S. in statistics, an M.S. in finance and applied economics, and a Ph.D. in applied statistics from the University of California.

John Van Belle , Ph.D., is a Managing Director of QMA. Mr. Van Belle manages the global and non-U.S. portfolios. He also has been a vice president in Currency Management Consulting at both Bankers Trust and Citibank. He began his career in the research department of the Federal Reserve Bank of New York. He has taught Economics and Finance at the University of Virginia and Rutgers Graduate School of Management and has published numerous articles in the fields of Economics and Finance. Mr. Van Belle has co-managed the Fund since October 2007. He joined QMA’s predecessor in 1983. Education: B.S. in economics, St. Joseph’s College; and Ph.D., University of Virginia.

Cornerstone Aggressive Fund

John P. Toohey , is responsible for the Fund's asset allocation and has co-managed the Fund since its inception in June 2012.

Wasif A. Latif is responsible for the Fund's asset allocation and has co-managed the Fund since its inception in June 2012.

Arnold J. Espe has co-managed the Fund since its inception in June 2012.

Julianne Bass has co-managed the Fund since its inception in June 2012.

Dan Denbow has co-managed the Fund since its inception in June 2012.

Cornerstone Equity Fund

John P. Toohey has co-managed the Fund since its inception in June 2012.

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Wasif A. Latif has co-managed the Fund since its inception in June 2012.

The SAI provides additional information about the portfolio managers’ compensation, other accounts, and ownership of Fund securities.

MANAGEMENT OF THE UNDERLYING FUNDS

AMCO serves as investment manager to all of the underlying USAA Funds and, in conjunction with each underlying USAA Fund’s subadviser(s), is responsible for the selection and management of the underlying USAA Funds’ portfolio investments.

DESCRIPTION OF UNDERLYING USAA FUNDS

The assets of the Cornerstone Conservative and Cornerstone Equity Funds are invested in a selection of underlying USAA Funds. Therefore, the Cornerstone Conservative and Cornerstone Equity Funds' investment performance is directly related to the investment performance of these underlying USAA Funds. Although the underlying USAA Funds are categorized generally as equity, fixed-income, and alternatives, many of these funds may invest in a mix of securities of domestic and foreign issuers, investment-grade and high-yield bonds, and other securities.

Each of the underlying USAA Funds may temporarily depart from its normal investment policies in response to extraordinary market, economic, political, or other conditions. In doing so, the underlying USAA Fund may succeed in avoiding losses, but may otherwise fail to achieve its investment objective, which in turn may prevent a Fund from achieving its investment objective.

The following table gives a brief description of the objective and principal investment strategy of the underlying USAA Funds. Additional investment practices are described in more detail under the Investment Policies in the SAI and in each underlying USAA Fund’s prospectus.

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Equity Funds	Objective/Strategy
USAA Aggressive Growth Fund	capital appreciation/primarily invests in equity securities of large companies selected for growth potential
USAA Emerging Markets Fund	capital appreciation/80% in equity securities of emerging market companies
USAA Growth Fund	long-term growth of capital/invests primarily in a diversified portfolio of equity securities that are selected for their growth potential
USAA Income Stock Fund	current income with prospect of increasing dividend income and potential for capital appreciation/80% in common stocks with at least 65% normally invested in common stocks of companies that pay dividends
USAA International Fund	capital appreciation/80% in equity securities of foreign companies (including emerging market companies)
USAA Small Cap Stock Fund	long-term growth of capital/80% in equity securities of companies with small market capitalizations
USAA S&P 500 Index Fund	an index fund that seeks to match, before fees and expenses, the performance of the stocks composing the S&P 500 Index /80% in common stocks of companies composing the S&P 500 Index
USAA Value Fund	long-term growth of capital/primarily invests in equity securities of companies considered to be undervalued

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Fixed-Income Funds	Objective/Strategy
USAA High Income Fund	attractive total return primarily through high current income and secondarily through capital appreciation/primarily invests in a broad range of U.S. dollar denominated high-yield securities
USAA Income Fund	maximum current income without undue risk to principal/primarily in U.S. dollar-denominated debt securities that have been selected for their high yields relative to the risk involved
USAA Intermediate-Term Bond Fund	high current income without undue risk to principal/80% in debt securities with a dollar-weighted average portfolio maturity between three to 10 years
USAA Short-Term Bond Fund	high current income consistent with preservation of principal/80% in investment-grade debt securities with a dollar-weighted average portfolio maturity of three years or less
Alternative Funds	Objective/Strategy
USAA Precious Metals and Minerals Fund	long-term capital appreciation and to protect the purchasing power of your capital against inflation/80% in equity securities of domestic and foreign companies principally engaged in the exploration, mining, or processing of gold and other precious metals and minerals

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USAA Real Return Fund

seeks a total return that exceeds the rate of inflation over an economic cycle/ principally invests in a portfolio of investments that the adviser believes will have a total return that exceeds the rate of inflation over an economic cycle

PURCHASES

You may purchase shares directly from the Fund or through certain financial intermediaries as described below.

OPENING AN ACCOUNT WITH THE FUND

You may open an account with us and purchase shares as described below. If opening by mail, you should return a complete, signed application to open your initial account. However, after you open your initial account with us, you will not need to fill out another application to invest in another fund of the USAA family of funds unless the registration is different or we need further information to verify your identity.

As required by federal law, we must obtain certain information from you prior to opening an account with us. If we are unable to verify your identity, we may refuse to open your account, or we may open your account and take certain actions without prior notice to you, including restricting account transactions pending verification of your identity. If we subsequently are unable to verify your identity, we may close your account and return to you the value of your shares at the next calculated net asset value (NAV). We prohibit opening accounts for, among others, foreign financial institutions, shell banks, correspondent accounts for foreign shell banks, and correspondent accounts for foreign financial institutions. A “foreign shell bank” is a foreign bank without a physical presence in any country. A “correspondent account” is an account established for a foreign bank to receive deposits from, or to make payments or other disbursements on behalf of, the foreign bank, or to handle other financial transactions related to such foreign bank.

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TAXPAYER IDENTIFICATION NUMBER

Each shareholder named on an account with us must provide a Social Security number or other taxpayer identification number to avoid possible tax withholding required by the Internal Revenue Code of 1986, as amended (the Code). See the section on Taxes for additional tax information.

PURCHASING SHARES

You may open an account with us and purchase shares of a Fund on the Internet, by telephone, or by mail. Shares of a Fund also are available through USAA Brokerage Services and certain financial intermediaries, as described below.

To purchase shares of a Fund through your USAA brokerage account, please contact USAA Brokerage Services directly. These shares will become part of your USAA brokerage account and will be subject to the USAA Brokerage Services’ applicable policies and procedures. Additional fees also may apply.

If shares of a Fund are purchased through a retirement account or an investment professional ( e.g., financial intermediary), the policies and procedures on these purchases may differ from those discussed in this prospectus. Additional fees also may apply to your investment in a Fund, including a transaction fee, if you buy or sell shares of a Fund through a broker or other investment professional. For more information on these fees, check with your investment professional.

MINIMUM INITIAL PURCHASE

$1,000 minimum or $500 minimum initial investment with a $50 monthly systematic investment. However, a Fund reserves the right to waive or lower purchase minimums of Fund Shares in certain circumstances.

ADDITIONAL PURCHASES

$50 minimum per transaction, per account. Employees of USAA and its affiliated companies may make additional purchases through payroll deduction for as little as $25 per pay period with a $500 initial investment.

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EFFECTIVE DATE OF PURCHASE

When you make a purchase, your purchase price will be the NAV per share next determined after we or the financial intermediary receive your request in proper form ( e.g., complete, signed application and payment). A Fund’s NAV is determined as of the close of the regular trading session (generally 4 p.m. Eastern time) of the New York Stock Exchange (NYSE) each day it is open for trading. If we or the financial intermediary receive your purchase request in proper form prior to that time, your purchase price will be the NAV per share determined for that day. If we or the financial intermediary receive your purchase request in proper form after that time, the purchase price will be the NAV per share calculated as of the close of the next regular trading session of the NYSE.

The Funds or the Funds' transfer agent may enter into agreements with Servicing Agents, which hold shares of a Fund in omnibus accounts for their customers, under which the Servicing Agents are authorized to receive orders for shares of a Fund on the Fund’s behalf. Under these arrangements, the Fund will be deemed to have received an order when an authorized Servicing Agent receives the order. Accordingly, customer orders will be priced at the Fund’s NAV next computed after they are received by an authorized Servicing Agent even though the orders may be transmitted to the Fund by the Servicing Agent after the time the Fund calculates its NAV.

PAYMENT

If you plan to purchase shares from us with a check, money order, traveler’s check, or other similar instrument, the instrument must be written in U.S. dollars and drawn on a U.S. bank. We do not accept the following foreign instruments: checks, money orders, traveler’s checks, or other similar instruments. In addition, we do not accept cash or coins. If you plan to purchase shares through a financial intermediary, please check with that financial intermediary regarding acceptable forms of payment.

REDEMPTIONS

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gains or losses are based on the difference between your basis in the redeemed shares and the proceeds you receive upon their redemption. See Taxes for information regarding basis election and reporting.

A Fund may elect to suspend the redemption of shares or postpone the date of payment in limited circumstances ( e.g., if the NYSE is closed or when permitted by order of the SEC).

REDEEMING SHARES

If you have an account with us, you may redeem shares of a Fund by Internet, by telephone, or by mail on any day the NAV per share is calculated. Your redemptions will receive a redemption price of the NAV per share next determined after we receive your request in proper form. If we receive your redemption request in proper form prior to the close of the NYSE's regular trading session (generally 4 p.m. Eastern time), your redemption price will be the NAV per share determined for that day. If we receive the redemption request after that time, the redemption price will be the NAV per share calculated as of the close of the next regular trading session of the NYSE.

Telephone redemption privileges are established automatically when you complete your application. Each Fund has undertaken certain authentication procedures regarding telephone transactions and will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. Before any discussion regarding your account, we will obtain certain information from you to verify your identity. Additionally, your telephone calls may be recorded or monitored, and confirmations of account transactions are sent to the address of record or by electronic delivery to your designated e-mail address.

If shares of a Fund are held through USAA, we will send your money within seven days after the effective date of redemption. However, payment for redemption of shares purchased by electronic funds transfer (EFT) or check will be sent after the EFT or check has cleared, which could take up to seven days from the purchase date.

If shares of the Fund are held in your USAA brokerage account, please contact USAA Brokerage Services regarding redemption policies. These shares are part of your USAA brokerage account, and any redemption request received in proper form prior to the close of the NYSE (generally 4 p.m. Eastern time) will receive the NAV per share determined

Prospectus | 80

for that day, subject to USAA Brokerage Services' applicable policies and procedures.

If shares of the Fund are held in your account with another financial intermediary, please contact your financial intermediary regarding redemption policies. Generally, any redemption request you place with your financial intermediary in proper form prior to the close of the NYSE (generally 4 p.m. Eastern time) will receive the NAV per share determined for that day, subject to the financial intermediary's applicable policies and procedures.

EXCHANGES

For federal income tax purposes, an exchange between funds is a taxable event unless you hold the shares in a tax-deferred account or are a tax-exempt investor; as such, you may realize a capital gain or loss. Such capital gains or losses are based on the difference between your basis in the exchanged shares and the NAV of the shares when they are exchanged. See Taxes for information regarding basis election and reporting.

EXCHANGE PRIVILEGE

The exchange privilege is automatic when you complete your application with us. You may exchange shares among funds in the USAA family of funds, provided the shares to be acquired are offered in your state of residence. The Funds, however, reserve the right to terminate or change the terms of an exchange offer.

Exchanges made through the USAA self-service telephone system and on usaa.com require an Electronic Services Agreement (ESA) and EFT Buy/Sell authorization on file. After we receive the exchange orders, the Fund’s transfer agent will simultaneously process exchange redemptions and purchases at the share prices next determined pursuant to the procedures set forth herein. See section on Effective Date of Purchase for additional information. The investment minimums applicable to share purchases also apply to exchanges.

81 | USAA Cornerstone Funds

erally 4 p.m. Eastern time) will receive the NAV per share determined for that day, subject to the applicable policies and procedures.

If shares of the Fund are held through a retirement account or an investment professional ( i.e., financial intermediary), the policies and procedures on an exchange may differ from those discussed in this prospectus. Additional fees also may apply to your investment in a Fund, including a transaction fee, if you buy, sell, or exchange shares of a Fund through a broker or other investment professional. For more information on these fees, check with your investment professional.

OTHER IMPORTANT INFORMATION ABOUT PURCHASES, REDEMPTIONS, AND EXCHANGES

CONTACTING USAA

The following features may be available to you to purchase, redeem, and exchange shares of the Fund you hold in a USAA mutual fund account with us.

Internet Access – usaa.com

Log on to usaa.com and select “register now” or call (800) 759-8722. Once you have established Internet access to your account, you will be able to access account information and make most account transactions. This includes opening and funding a new mutual fund account; making purchases, exchanges, and redemptions; reviewing account activity; checking balances; and more.

Mobile Access – mobile.usaa.com

n	Review account information and make most account transactions.

USAA Self-Service Telephone System (800) 531-USAA (8722)

n	Access account information and make most account transactions. This service is available with an ESA and EFT Buy/Sell authorization on file.

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Telephone

n	Call toll free (800) 531-USAA (8722) Monday – Friday, 7:30 a.m. to 8 p.m. Central time and Saturday, 8 a.m. to 5 p.m. Central time to speak with a member service representative.

Fax

n	Send a signed fax with your written redemption instructions to (800) 292-8177. In certain instances we may require a signature from all owners associated with an account.

Mail

n	If you would like to open an account or request a redemption by mail, send your application and check or written instructions to:

Regular Mail:

USAA Investment Management Company

P.O. Box 659453

San Antonio, TX 78265-9825

Registered or Express Mail:

USAA Investment Management Company

9800 Fredericksburg Road

San Antonio, TX 78240

Bank Wire

n	To add to your account or request a redemption by bank wire, v isit us at usaa.com or call (800) 531-USAA (8722) for instructions. This helps to ensure that your account will be credited or debited promptly and correctly.

Electronic Funds Transfer

n	Additional purchases on a regular basis may be deducted electronically from a bank account, paycheck, income-producing investment, or USAA money market fund account. Sign up for these services when opening an account or log on to usaa.com or call (800) 531-USAA (8722) to add them.

DISTRIBUTION FEES

The Fund may apply a distribution fee to all full IRA distributions, except for those due to death, disability, divorce, or transfer to other

83 | USAA Cornerstone Funds

USAA lines of business. Partial IRA distributions are not charged a distribution fee.

ACCOUNT BALANCE

SAS may assess annually a small balance account fee of $12 to each shareholder account with a balance of less than $2,000 at the time of assessment. Accounts exempt from the fee include: (1) any account regularly purchasing additional shares each month through an automatic investment plan; (2) any UGMA/UTMA account; (3) all (non-IRA) money market fund accounts; (4) any account whose registered owner has an aggregate balance of $50,000 or more invested in USAA mutual funds; and (5) all IRAs (for the first year the account is open).

EXCESSIVE SHORT-TERM TRADING

The USAA Funds generally are not intended as short-term investment vehicles (except for the money market funds, Short-Term Bond Fund, Ultra Short-Term Bond Fund, and Tax Exempt Short-Term Fund). Some investors try to profit by using excessive short-term trading practices involving mutual fund shares, frequently referred to as “market timing.”

Excessive short-term trading activity can disrupt the efficient management of a fund and raise its transaction costs by forcing portfolio managers to first buy and then sell portfolio securities in response to a large investment or redemption by short-term traders. While there is no assurance that the USAA Funds can deter all excessive and short-term trading, the Board of the USAA Funds has adopted the following policies (except for the money market funds, Short-Term Bond Fund, Ultra Short-Term Bond Fund, and Tax Exempt Short-Term Fund). These policies are designed to deter disruptive, excessive short-term trading without needlessly penalizing bona fide investors.

To deter such trading activities, the USAA Funds’ policies and procedures state that:

n	Each fund reserves the right to reject any purchase order, including an exchange, that it regards as disruptive to the efficient management of the particular fund.

n	Each fund may use a fair value pricing service or other model to assist in establishing the current value of foreign securities held by any of the USAA Funds. Fair value pricing is used to adjust for

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stale pricing that may occur between the close of certain foreign exchanges or markets and the time the USAA Funds calculate their NAV. Using fair value pricing is intended to deter those trying to take advantage of time-zone differences in the valuation of foreign securities and to prevent dilution to long-term investors. Fair value pricing of a foreign security can result in the USAA Funds’ using a price that is higher or lower than the closing price of a foreign security for purposes of calculating a fund’s NAV.

THE USAA FUNDS’ RIGHT TO REJECT PURCHASE AND EXCHANGE ORDERS AND LIMIT TRADING IN ACCOUNTS

The USAA Funds’ main safeguard against excessive short-term trading is their right to reject purchase or exchange orders if in the best interest of the affected fund. In exercising this discretion to reject purchase and exchange orders, the USAA Funds deem that certain excessive short-term trading activities are not in the best interest of the fund because such activities can hamper the efficient management of the fund. Generally, persons who engage in an “in and out” (or ”out and in”) transaction within a 30-day period will violate the USAA Funds’ policy if they engage in another “in and out” (or “out and in”) transaction in the same fund within 90 days. The USAA Funds also reserve the right to restrict future purchases or exchanges if an investor is classified as engaged in other patterns of excessive short-term trading, including after one large disruptive purchase and redemption or exchange. Finally, the USAA Funds reserve the right to reject any other purchase or exchange order in other situations that do not involve excessive short-term trading activities if in the best interest of a fund.

The following transactions are exempt from the excessive short-term trading activity policies described above:

n	Transactions in the money market funds, Short-Term Bond Fund, Ultra Short-Term Bond Fund, and Tax Exempt Short-Term Fund;

n	Purchases and sales pursuant to automatic investment or withdrawal plans;

n	Purchases and sales made through USAA Managed Portfolios – UMP TM , USAA 529 College Savings Plan TM , USAA Federal Savings Bank Trust Department, or other designated USAA managed investment accounts;

85 | USAA Cornerstone Funds

n	Purchases and sales of the Institutional Shares by the Target Retirement Funds, Cornerstone Conservative Fund and/or Cornerstone Equity Fund; and

n	Other transactions that are not motivated by short-term trading considerations if they are approved by transfer agent management personnel and are not disruptive to a fund.

If a person is classified as having engaged in excessive short-term trading, the remedy will depend upon the trading activities of the investor in the account and related accounts and its disruptive effect, and can include warnings to cease such activity and/or restrictions or termination of trading privileges in a particular fund or all USAA Funds.

The USAA Funds rely on the transfer agent to review trading activity for excessive short-term trading. There can be no assurance, however, that its monitoring activities will successfully detect or prevent all excessive short-term trading. The USAA Funds or the transfer agent may exclude transactions below a certain dollar amount from monitoring and may change that dollar amount from time to time.

The USAA Funds seek to apply these policies and procedures uniformly to all investors; however, some investors purchase shares of USAA Funds through financial intermediaries that establish omnibus accounts to invest in the USAA Funds for their clients and submit net orders to purchase or redeem shares after combining their client orders. The USAA Funds subject to the short-term trading policies generally treat these omnibus accounts as an individual investor and will apply the short-term trading policies to the net purchases and sales submitted by the omnibus account unless the USAA Funds or their transfer agent have entered into an agreement requiring the omnibus account to submit the underlying trading information for their clients upon our request and/or monitor for excessive trading. For those omnibus accounts for which we have entered into agreements to monitor excessive trading or provide underlying trade information, the financial intermediary or USAA Funds will review net activity in these omnibus accounts for activity that indicates potential excessive short-term trading activity. If we detect suspicious trading activity at the omnibus account level, we will request underlying trading information and review the underlying trading activity to identify individual accounts engaged in excessive short-term trading activity. We will instruct the omnibus account to restrict, limit, or terminate trading privileges in

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a particular fund for individual accounts identified as engaging in excessive short-term trading through these omnibus accounts.

We also may rely on the financial intermediary to review for and identify underlying trading activity for individual accounts engaged in excessive short-term trading activity, and to restrict, limit, or terminate trading privileges if the financial intermediary’s policies are determined by us to be at least as stringent as the USAA Funds’ policy. For shares purchased through financial intermediaries there may be additional or more restrictive policies. You may wish to contact your financial intermediary to determine the policies applicable to your account.

Because of the increased costs to review underlying trading information, the USAA Funds will not enter into agreements with every financial intermediary that operates an omnibus account. The USAA Funds or their transfer agent could decide to enter into such contracts with financial intermediaries for all funds or particular funds and can terminate such agreements at any time.

OTHER FUND RIGHTS

The Funds reserve the right to:

n	Reject or restrict purchase or exchange orders when in the best interest of the Fund;

n	Limit or discontinue the offering of shares of the Fund without notice to the shareholders;

n	Calculate the NAV per share and accept purchase, exchange, and redemption orders on a business day that the NYSE is closed;

n	Require a signature guarantee for transactions or changes in account information in those instances where the appropriateness of a signature authorization is in question (the SAI contains information on acceptable guarantors);

n	Redeem an account with less than $250, with certain limitations; and

n	Restrict or liquidate an account when necessary or appropriate to comply with federal law.

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SHAREHOLDER INFORMATION

SHARE PRICE CALCULATION

The price at which you purchase and redeem shares of a Fund is equal to the NAV per share determined on the effective date of the purchase or redemption. The NAV per share is calculated by adding the value of the Fund’s assets ( i.e., the value of its investment in the Fund and other assets), deducting liabilities, and dividing by the number of shares outstanding. Fund shares may be purchased and sold at the NAV per share without a sales charge. The Fund’s NAV per share is calculated as of the close of the NYSE (generally 4 p.m. Eastern time) each day that the NYSE is open for regular trading. The NYSE is closed on most national holidays and Good Friday.

The Cornerstone Conservative and Cornerstone Equity Funds' NAV are calculated based upon the NAVs of the underlying USAA Funds in which these Funds invest, which are calculated on the same day and time as the NAV of the respective Cornerstone Fund. The assets of each underlying USAA Fund are valued generally by using available market quotations or at fair value as determined in good faith by or under the direction of the underlying Board. The prospectus for the underlying USAA Funds explains the circumstances under which those funds will use fair value pricing and the effects of doing so.

DIVIDENDS AND OTHER DISTRIBUTIONS

The Cornerstone Moderately Aggressive, Cornerstone Aggressive, and Cornerstone Equity Funds pay distributions of net investment income (dividends) annually. The Cornerstone Conservative, Cornerstone Moderately Conservative, and Cornerstone Moderate Funds pay dividends quarterly. Ordinarily, any distributions of net realized capital gains are paid in December of each year. Each Fund may make additional distributions to shareholders when considered appropriate or necessary. For example, a Fund could make an additional distribution to avoid the imposition of federal income or excise taxes.

Each Fund will automatically reinvest all dividends and other distributions in additional shares of the Fund unless you request to receive the distributions by way of electronic funds transfer. The share price for a reinvestment will be the NAV per share of the Fund shares computed on the ex-distribution date. Any distribution made by a Fund will reduce the NAV per share by the amount of the distribution on the

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ex-distribution date. You should consider carefully the effects of purchasing shares of a Fund shortly before any distribution. Some or all distributions will be subject to income taxes. Each Fund will invest in your account, at the current NAV per share, any distribution payment returned to the Fund by your financial institution.

TAXES

The following tax information is quite general and refers to the federal income tax law in effect as of the date of this prospectus.

n Treatment of the Funds

Each Fund, which is treated as a separate corporation for federal tax purposes, has qualified for each past taxable year or intends to qualify for its first taxable year, and intends to continue to qualify, for treatment as a “regulated investment company” under the Code. By doing so, a Fund (but not its shareholders) will be relieved of federal income tax on the part of its investment company taxable income (consisting generally of net investment income, the excess, if any, of net short-term capital gain over net long-term capital loss (net short-term capital gain), and net gains and losses from certain foreign currency transactions, if any, all determined without regard to any deduction for dividends paid) and net capital gain ( i.e. , the excess of net long-term capital gain over net short-term capital loss) that it distributes to its shareholders.

n Shareholder Taxation

Distributions that shareholders receive from a Fund are subject to federal income tax and may be subject to state and/or local taxes. Dividends and distributions of net short-term capital gain are taxable to you as ordinary income, whether received in cash or reinvested in additional shares of the Fund. A portion of a Fund's dividends may qualify for the 70% dividends-received deduction available to corporations and for the lower maximum federal income tax rates applicable to "qualified dividend income" of individuals and certain other non-corporate shareholders (each, an individual shareholder) who satisfy certain holding period and other restrictions with respect to their shares held in the Fund -- a maximum of 15% for a single shareholder with taxable income not exceeding $400,000 ($450,000 for married shareholders filing jointly) and 20% for those individual shareholders with taxable income exceeding those respective amounts (which will be adjusted for inflation annually after 2013).

89 | USAA Cornerstone Funds

Regardless of the length of time you have held shares of a Fund, distributions of net capital gain that the Fund realizes are taxable to you as long-term capital gains, whether received in cash or reinvested in additional shares of the Fund. Those distributions to individual shareholders will qualify for the 15% and 20% maximum tax rates described above.

You may realize a capital gain or loss for federal income tax purposes on a redemption or an exchange, which is treated like a redemption, of shares of a Fund. Your gain or loss is based on the difference between your basis in the redeemed or exchanged shares and the redemption proceeds, or the NAV of the shares of a Fund in which you exchange, you receive. Any capital gain an individual shareholder recognizes on a redemption or exchange of his or her shares of a Fund that have been held for more than one year will qualify for a 15% and 20% maximum tax rates mentioned above. In addition, beginning in 2013 an individual shareholder is subject to a 3.8% federal tax on the lesser of (1) the individual's "net investment income," which generally includes distributions a Fund pays and net gains realized on the redemption or exchange of shares of a Fund, or (2) the excess of his or her "modified adjusted gross income" over $200,000 (or $250,000 if married and filing jointly). This tax is in addition to any other taxes due on that income. A similar tax applies to estates and trusts. You should consult your tax adviser regarding the effect, if any, this provision may have on your investment in shares of the Fund.

Your basis in shares of a Fund that you acquire after December 31, 2011 (Covered Shares), will be determined in accordance with the Fund's default method, which is average basis, unless you affirmatively elect in writing (which may be electronic) to use a different acceptable basis determination method, such as a specific identification method. The basis determination method you elect (or the default method) may not be changed with respect to a redemption of Covered Shares after the settlement date of the redemption. You should consult with your tax adviser to determine the best Internal Revenue Service (IRS)-accepted basis determination method.

n Withholding

Federal law requires each Fund to withhold (referred to as “backup withholding”) and remit to the U.S. Treasury 28% of (1) dividends, capital gain distributions, and proceeds of redemptions, regardless of the extent to which gain or loss may be realized, otherwise payable to

Prospectus | 90

any individual shareholder who fails to furnish the Fund with a correct taxpayer identification number and (2) those dividends and distributions otherwise payable to any such shareholder who:

n Underreports dividend or interest income, or

n Fails to certify that he or she is not subject to backup withholding.

Backup withholding is not an additional tax, and any amounts so withheld may be credited against a shareholder's federal income tax liability or refunded. To avoid this withholding requirement, you must certify, on your application or on a separate IRS Form W-9 supplied by the Funds' transfer agent, that your taxpayer identification number is correct and you currently are not subject to backup withholding.

n Reporting

Each Fund will report information to you annually concerning the tax status of dividends and other distributions for federal income tax purposes . In addition, each Fund (or its administrative agent) must report to the IRS and furnish to its shareholders the basis information for Covered Shares and indicate whether they had a short-term (one year or less) or long-term (more than one year) holding period. You should consult with your tax adviser to obtain more information about how the basis reporting law applies to you .

SHAREHOLDER MAILINGS

n Householding

Through our ongoing efforts to help reduce Fund expenses, each household will receive a single copy of the Fund’s most recent financial reports and prospectus. You will receive the single copy if you or a family member owns more than one account in the Fund. For many of you, this eliminates duplicate copies and saves paper and postage costs for the Fund. However, if you would like to receive individual copies, please contact us; and we will begin your individual delivery within 30 days of your request.

n Electronic Delivery

Log on to usaa.com and sign up to receive your statements, confirmations, financial reports, and prospectuses electronically instead of through the mail.

91 | USAA Cornerstone Funds

FINANCIAL HIGHLIGHTS

The following financial highlights table is intended to help you understand each Fund’s financial performance for the past five years (or shorter period during which it has been operating). Certain information reflects financial results for a single share of a Fund. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all income dividends and capital gain distributions).

The information has been derived from the financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the Funds' financial statements, is included in the Funds' annual report to shareholders, which is available upon request.

Prospectus | 92

CORNERSTONE CONSERVATIVE FUND
		Period Ended
		May 31,
			2012***
Net asset value at beginning of period		$	10.00
Income from investment operations:
	Net investment income (a)		.35
	Net realized and unrealized gain (a)		.46
Total from investment operations (a)			.81
Less distributions from:
	Net investment income		(.21)
	Realized capital gains		(.00)	(d)
Total distributions			(.21)
Net asset value at end of period		$	10.60
Total return (%)*			8.11
Net assets at end of period (000)		$	68,571
Ratios to average net assets:**
	Expenses (%) (b),(c)		.10
	Expenses, excluding reimbursements (%) (b),(c)		.52
	Net investment income (%) (b)		3.27
Portfolio turnover (%)			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 period ended May 31, 2013, average net assets were $34,789,000.
***Fund commenced operations on June 8, 2012.
(a) Calculated using average shares. For period ended May 31, 2013, average shares were 3,232,000.
(b) Annualized. The ratio is not necessarily indicative of 12 months of operation.
(c) Reflects total operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios by less than 0.01%.
(d) Represents less than $0.01 per share.

93 | USAA Cornerstone Funds

CORNERSTONE MODERATELY CONSERVATIVE FUND
		Period Ended
		May 31,
			2012***
Net asset value at beginning of period		$	10.00
Income (loss) from investment operations:
	Net investment income (a)		.28
	Net realized and unrealized gain (loss) (a)		.99
Total from investment operations (a)			1.27
Less distributions from:
	Net investment income		(.22)
Net asset value at end of period		$	11.05
Total return (%)*			12.81
Net assets at end of period (000)		$	99,683
Ratios to average net assets:** (c)
	Expenses (%) (b),(c)		.90
	Expenses, excluding reimbursements (%) (b),(c)		1.25
	Net investment income (%) (c)		2.56
Portfolio turnover (%)			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 period ended May 31, 2013, average net assets were $59,784,000.
*** Fund commenced operations on June 8, 2012.
(a) Calculated using average shares. For period ended May 31, 2013, average shares were 5,363,000.
(b) Reflects total operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios by less than 0.01%.
(c) Annualized. The ratio is not necessarily indicative of 12 months of operation.

Prospectus | 94

CORNERSTONE MODERATE FUND

		Year Ended May 31,
			2013		2012		2011		2010		2009
Net asset value at
beginning of period		$	13.07	$	14.29	$	12.26	$	10.08	$	14.01
Income (loss) from investment operations:
	Net investment income		.40		.40		.38		.47		.43
	Net realized and unrealized gain (loss)		1.42		(1.22)		2.05		2.18		(3.95)
Total from investment operations			1.82		(.82)		2.43		2.65		(3.52)
Less distributions from:
	Net investment income		(.40)		(.40)		(.40)		(.47)		(.41)
	Realized capital gains		-		-		-		-		(.00)	(a)
Total distributions			(.40)		(.40)		(.40)		(.47)		(.41)
Net asset value at end of period		$	14.49	$	13.07	$	14.29	$	12.26	$	10.08
Total return (%)*			14.17		(5.70)		20.21		26.63		(25.13)
Net assets at end of period (000)		$	944,828	$	766,037	$	785,016	$	592,088	$	449,984
Ratios to average net assets:**
	Expenses (%) (b)		1.00		1.00		1.00		1.00		1.00
	Expenses, excluding reimbursements (%) (b)		1.30		1.38		1.36		1.38		1.42
	Net investment income (%)		2.87		3.03		2.92		3.95		4.12
	Portfolio turnover (%)		66	(c)	119	(c)	145		110		115

* 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 less than one year are not annualized.
** For the year ended May 31, 2013, average net assets were $855,263,000.
(a) Represents less than $0.01 per share.
(b) Reflects total operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decrease the expense ratio by less than 0.01%.
(c) Reflects decreased trading activity due to asset allocation strategies.

95 | USAA Cornerstone Funds

CORNERSTONE MODERATELY AGGRESSIVE FUND

			Year Ended May 31,
			2013		2012		2011		2010		2009
Net asset value at beginning of period		$	21.48	$	24.05	$	20.43	$	17.21	$	24.17
Income (loss) from investment operations:
	Net investment income		.61		.65		.57		.65		.57
	Net realized and unrealized gain (loss)		2.69		(2.58)		3.67	(a)	3.19		(7.02)
Total from investment operations			3.30		(1.93)		4.24		3.84		(6.45)
Less distributions from:
	Net investment income		(.61)		(.64)		(.62)		(.62)		(.51)
Net asset value at end of period		$	24.17	$	21.48	$	24.05	$	20.43	$	17.21
Total return (%)*			15.49		(7.96)		20.93	(a)	22.31		(26.39)
Net assets at end of period (000)		$	2,294,760	$	2,030,805	$	2,294,249	$	1,924,153	$	1,603,954
Ratios to average net assets:**
	Expenses (%) (b)		1.22		1.27		1.25	(c)	1.19		1.19
	Expenses, excluding reimbursements (%) (b)		1.22		1.27		1.27		1.31		1.37
	Net investment income (%)		2.54		2.87		2.51		3.23		3.23
Portfolio turnover (%)			81		77	(d)	117		151		162

* Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. generally accepted accounting principles and could differ from the Lipper reported return. Total returns for periods of less than one year are not annualized.
** For the year ended May 31, 2013, average net assets were $2,181,240,000.
(a) During the year ended May 31, 2011, the Manager reimbursed the Fund $10,000 for a loss incurred from the disposal of a investment in error. The effect of this reimbursement on the Fund's net realized loss and total return was less than $0.01/0.01% per share.
(b) Reflects total operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund’s expenses paid indirectly decreased the expense ratios by less than 0.01%.
(c) Effective October 1, 2010, the Manager voluntarily agreed to limit the annual expenses of the Fund to 1.28% of the Fund's average net assets. Prior to this date, the voluntary expense limit was 1.19%.
(d) Reflects decreased trading activity due to changes in subadvisers and asset allocation strategies.

Prospectus | 96

CORNERSTONE AGGRESSIVE FUND
		Period Ended
		May 31,
			2012***
Net asset value at beginning of period		$	10.00
Income from investment operations:
	Net investment income (a)		.16
	Net realized and unrealized gain (a)		1.43
Total from investment operations (a)			1.59
Less distributions from:
	Net investment income		(.12)
	Realized capital gains		(.17)
Total distributions			(.29)
Net asset value at end of period		$	11.30
Total return (%)*			16.05
Net assets at end of period (000)		$	83,585
Ratios to average net assets:**
	Expenses (%) (b),(c)		1.10
	Expenses, excluding reimbursements (%) (b),(c)		1.65
	Net investment income (%) (c)		1.46
Portfolio turnover (%)			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 period ended May 31, 2013, average net assets were $50,416,000.
***Fund commenced operations on June 8, 2012.
(a) Calculated using average shares. For period ended May 31, 2013, average shares were 4,426,000.
(b) Reflects total operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios by less than 0.01%.
(c) Annualized. The ratio is not necessarily indicative of 12 months of operation.

97 | USAA Cornerstone Funds

CORNERSTONE EQUITY FUND
		Period Ended
		May 31,
			2012***
Net asset value at beginning of period		$	10.00
Income from investment operations:
	Net investment income (a)		.12
	Net realized and unrealized gain (a)		1.71
Total from investment operations (a)			1.83
Less distributions from:
	Net investment income		(.12)
	Realized capital gains		(.00)	(d)
Total distributions			(.12)
Net asset value at end of period		$	11.71
Total return (%)*			18.39
Net assets at end of period (000)		$	31,555
Ratios to average net assets:**
	Expenses (%) (b),(c)		.10
	Expenses, excluding reimbursements (%) (b),(c)		1.13
	Net investment income (%) (b)		1.09
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 May 31, 2013, average net assets were $15,261,000.
*** Fund commenced operations on June 8, 2012.
(a) Calculated using average shares. For period ended May 31, 2013, average shares were 1,337,000.
(b) Annualized. The ratio is not necessarily indicative of 12 months of operation.
(c) Reflects total operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios by less than 0.01%.
(d) Represents less than $0.01 per share.

Prospectus | 98

NOTES

99 | USAA Cornerstone Funds

Prospectus | 100

101 | USAA Cornerstone Funds

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San Antonio, Texas 78288

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Set your Documents Preferences to USAA documents online

If you would like more information about the Funds, you may

call (800) 531-USAA (8722) to request a free copy of the Funds’

statement of additional information (SAI), annual or semiannual

reports, or to ask other questions about the Funds. The SAI has

been filed with the SEC and is incorporated by reference to and

legally a part of this prospectus. In the Funds’ annual report, you

will find a discussion of the market conditions and investment

strategies that significantly affected each Fund’s performance

during the last fiscal year. The Funds’ annual and semiannual

reports also may be viewed, free of charge, on usaa.com . A

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[USAA EAGLE LOGO (R)] We Know what it means to serve ®.

Part A

Prospectus for the

Growth and Tax Strategy Fund

Filed herein

[USAA Eagle Logo (R)]

[GRAPHIC OMITTED]

PROSPECTUS

USAA GROWTH AND TAX STRATEGY FUND

TICKER SYMBOL: USBLX

OCTOBER 1, 2013

The Securities and Exchange Commission has not approved or disapproved of this Fund’s shares or determined whether this prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.

TABLE OF CONTENTS

Investment Objective	1
Fees and Expenses	1
Principal Investment Strategy	2
Principal Risks	2
Performance	4
Investment Adviser	6
Subadviser(s)	6
Portfolio Manager(s)	6
Purchase and Sale of Shares	7
Tax Information	7
Payments to Broker-Dealers and
Other Financial Intermediaries	8
Investment Objective	9
Principal Investment Strategy	9
Risks	16
Portfolio Holdings	20
Fund Management	20
Portfolio Manager(s)	22
Purchases	23
Redemptions	26
Exchanges	27
Other Important Information
About Purchases, Redemptions, and Exchanges	28
Shareholder Information	34
Financial Highlights	39

INVESTMENT 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.

FEES AND EXPENSES

Shareholder Fees
(fees paid directly from your investment)		None

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
	Management Fee (fluctuates based on the Fund's performance relative to a securities market index)	0.54%
	Distribution and/or Service (12b-1) Fees	None
	Other Expenses	0.42%
	Acquired fund fees and expenses	0.01%
	Total Annual Operating Expenses	0.97%

Example

	1 Year		3 Years		5 Years		10 Years
	$	99	$	309	$	536	$	1,190

1 | USAA Growth and Tax Strategy Fund

Portfolio Turnover

For the most recent fiscal year, the Fund’s portfolio turnover rate was 5% of the average value of its whole portfolio.

PRINCIPAL INVESTMENT STRATEGY

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.

PRINCIPAL RISKS

Credit risk is the possibility that a borrower cannot make timely dividend, interest, and principal payments on its securities or that negative market perceptions of the issuer’s ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor’s return. All securities varying from the highest quality to the very speculative have some degree of credit risk. Securities rated below investment-grade, also known as junk bonds, generally entail greater economic, credit, and liquidity risk than investment-grade

Prospectus | 2

securities. Their prices may be more volatile, especially during economic down-turns and financial setbacks or liquidity events.

During a period of declining interest rates, many municipal bonds may be “called,” or redeemed, by the issuer before the stated maturity. An issuer might call, or refinance, a higher-yielding bond for the same reason that a homeowner would refinance a home mortgage. When bonds are called, the Fund is affected in several ways. Most likely, the Fund must reinvest the bond-call proceeds at lower interest rates. The Fund’s income may drop as a result. The Fund also may realize a taxable capital gain.

In purchasing and selling securities to rebalance its portfolio, the Fund will pay more in brokerage commissions than it would without a rebalancing policy. As a result of the need to rebalance, the Fund also has less flexibility in the timing of purchases and sales of securities than it would otherwise. While the Fund attempts to minimize any adverse impact to it or its shareholders, the Fund may have a higher proportion of capital gains and a lower return than a fund that does not have a rebalancing policy.

The equity securities in the Fund’s portfolio are subject to stock market risk. A company’s stock price in general may decline over short or even extended periods, regardless of the success or failure of a company’s operations. Stock markets tend to run in cycles, with periods when stock prices generally go up and periods when stock prices generally go down. Equity securities tend to be more volatile than bonds.

The target ranges of securities categories and the techniques for minimizing the impact of taxes are all based on current federal tax law. Any future changes in that law could result in significant changes in the Fund’s investment strategies and techniques.

Some tax-exempt securities are subject to special risks due to their unique structure. For instance, variable-rate demand notes (VRDNs) generally are long-term municipal bonds combined with a demand feature, which represents the right to sell the instrument back to the remarketer or liquidity provider, usually a bank, for repurchase on short notice, normally one day or seven days. Because the demand feature is dependent upon the bank, the Fund will only purchase VRDNs of this type where it believes that the banks would be able to honor their guarantees on the demand feature. Some VRDNs, sometimes referred to as “structured instruments” or “synthetic instruments,” are created by combining an intermediate- or long-term municipal bond with a right

3 | USAA Growth and Tax Strategy Fund

to sell the instrument back to the remarketer or liquidity provider for repurchase on short notice, referred to as a “tender option.” However, the tender option usually is subject to a conditional guarantee, which means that the bank is not required to pay under the guarantee if there is a default by the municipality or if certain other events occur. Because there is the risk that the Fund will not be able to exercise the demand feature at all times, the Fund will not purchase a synthetic instrument of this type unless the Fund believes there is only minimal risk that the Fund will not be able to exercise the tender option at all times. We will not purchase a synthetic instrument unless counsel for the issuer has issued an opinion that the instrument is entitled to tax-exempt treatment.

PERFORMANCE

Prospectus | 4

RISK/RETURN BAR CHART

Annual Returns for Periods Ended December 31

[Bar chart]

2003	2004	2005	2006	2007	2008	2009	2010	2011	2012
15.15%	9.34%	7.03%	8.86%	2.53%	-25.30%	24.06%	7.13%	7.38%	12.03%


	SIX-MONTH YTD TOTAL RETURN
	4.90% (6/30/13)
	BEST QUARTER*	WORST QUARTER*
	12.52% 3rd Qtr. 2009	-14.23% 4th Qtr. 2008
	* Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.

5 | USAA Growth and Tax Strategy Fund

AVERAGE ANNUAL TOTAL RETURNS
For Periods Ended December 31, 2012

		Past	Past	Past
		1 Year	5 Years	10 Years
	Growth and Tax Strategy Fund
	Return Before Taxes	12.03%	3.61%	6.03%
	Return After Taxes on Distributions	11.90%	3.49%	5.51%
	Return After Taxes on Distributions and Sale of Fund Shares	8.67%	3.36%	5.37%
	Indexes
	S&P 500 Index ® (reflects no deduction for fees , expenses or taxes)	16.00%	1.66%	7.09%
	Barclays Municipal Bond Index (reflects no deduction for fees, expenses, or taxes)	6.78%	5.91%	5.10%
	Composite Index (reflects no deduction for taxes)	12.35%	3.43%	5.48%

INVESTMENT ADVISER

USAA Asset Management Company (AMCO)

SUBADVISER(S)

Northern Trust Investments, Inc. (NTI)

PORTFOLIO MANAGER(S)

AMCO

§	TAX-EXEMPT BONDS AND MONEY MARKET INSTRUMENTS

John Bonnell, CFA, Assistant Vice President of Fixed Income Mutual Fund Portfolios, has managed the Tax-Exempt Bonds and Money Market Instruments investment category of the Fund since March 2010.

Prospectus | 6

NTI

§	BLUE CHIP STOCKS

Jacob C. Weaver, Senior Vice President of NTI, has managed the Blue Chip Stocks investment category of the Fund since June 2012.

Christopher A. Fronk, Senior Vice President of NTI, has managed the Blue Chip Stocks investment category of the Fund since December 2005.

PURCHASE AND SALE OF SHARES

·	Minimum initial purchase: $3,000

·	Minimum subsequent investment: $50

TAX INFORMATION

Dividends the Fund pays that are attributable to the tax-exempt interest it earns in excess of certain disallowed deductions (exempt-interest dividends) are excludable from its shareholders’ gross income for federal income tax purposes if the Fund satisfies a certain federal income tax requirement (which it has satisfied for each previous taxable year).The income exemption for federal income tax purposes does not necessarily mean that income is exempt under the income or other tax laws of any state or local taxing authority. Distributions of the Fund’s interest income also may be a tax preference item for purposes of the federal alternative minimum tax.

The Fund intends to make other distributions that may be taxed as ordinary income and long-term capital gains.

7 | USAA Growth and Tax Strategy Fund

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

Prospectus | 8

USAA Asset Management Company (AMCO) manages this Fund. For easier reading, AMCO may be referred to as “we” or “us” throughout the prospectus.

INVESTMENT OBJECTIVE

n What is the Fund’s investment objective?

The Fund 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. The Fund’s Board of Trustees (the Board) may change this investment objective without shareholder approval.

PRINCIPAL INVESTMENT STRATEGY

n What is the Fund’s principal investment strategy?

The Fund provides a diversified investment program within one mutual fund by allocating its assets in each of the following investment categories according to the following targeted ranges. Securities are classified by category at the time of purchase.

Investment Category	Percentage Target Range Of Net Assets
Tax-Exempt Bonds and Money Market Instruments	50% - 70%
Blue Chip Stocks	30% - 50%

The ranges allow for a variance within each investment category. The Board may revise the target ranges without prior written notice to shareholders.

In addition, the Fund may invest up to 15% of its net assets in illiquid securities, which generally are securities that the Fund cannot expect to sell or dispose of in the ordinary course of business within seven days at approximately the value ascribed to such securities.

9 | USAA Growth and Tax Strategy Fund

We may go outside the ranges on a temporary defensive basis whenever we believe it is in the best interest of the Fund and its shareholders.

n Why are stocks and bonds mixed in the same Fund?

From time to time, the stock and bond markets may fluctuate independently of each other. In other words, a decline in the stock market may, in certain instances, be offset by a rise in the bond market, or vice versa. As a result, the Fund, with its mix of stocks and bonds, is expected in the long run to entail less market risk (and potentially less return) than a mutual fund investing exclusively in stocks.

n Why were these investment categories and target ranges selected?

The investment categories and target ranges were selected to provide investors with a diversified investment in a single mutual fund. Tax-exempt bonds provide income exempt from federal income tax. Blue chip stocks provide the potential for long-term capital growth. Tax-exempt money market instruments provide a means for temporary investment of cash balances arising in the normal course of business.

During normal market conditions, the Fund’s assets will be invested so that at least 50% of the Fund’s annual income will be exempt from federal income tax and excluded from the calculation of federal alternative minimum tax for individual taxpayers. This policy may only be changed by a shareholder vote.

n How will the impact of federal income tax be minimized on the Fund’s shareholders?

The Fund’s managers intend to use various techniques to minimize the impact of federal income tax on the Fund’s shareholders while maxi-mizing capital appreciation, including:

v	Investing in bonds and similar instruments that provide income which is exempt from federal income tax,

v	Investing in a portfolio of stocks with a low dividend yield,

v	Selecting stocks that the subadviser expects to hold for sufficient periods to minimize the cost of trading and the receipt of capital gains,

v	When selling securities, considering the sale of those with the highest tax basis to minimize the realization of capital gains, and

Prospectus | 10

v	Offsetting capital gains with capital losses, if available and appropriate.

Although the Fund seeks to minimize taxable income and the reali-zation of capital gains, it may nevertheless earn taxable income and realize capital gains from time to time. Additionally, you may owe taxes on realized capital gains, if any, when you redeem your Fund shares.

n What actions are taken to keep the Fund’s asset allocations within the target ranges?

If market action causes the actual assets of the Fund in one or more investment categories to move outside the ranges, we will make adjustments to rebalance the portfolio. In general, we will rebalance the portfolio at least once during each quarter.

TAX EXEMPT BONDS AND MONEY MARKET INSTRUMENTS

n What are tax-exempt securities?

Tax-exempt securities include municipal debt obligations that have been issued by states and their political subdivisions, and duly constituted state and local authorities and corporations as well as securities issued by certain U.S. territories or possessions, such as Puerto Rico, the Virgin Islands, or Guam. They are issued to fund public infrastructure projects such as streets and highways, schools, water and sewer systems, hospitals, and airports. Tax-exempt securities also may be issued to refinance outstanding obligations as well as to obtain funds for general operating expenses and for loans to other public institutions and facilities.

Because the projects benefit the public, Congress has granted an exemption from federal income tax for the interest income arising from these securities.

n What types of tax-exempt securities are included in the Fund’s portfolio?

The Fund’s portfolio may include, but is not limited to, any of the following tax-exempt securities:

v	general obligation bonds, which are secured by the issuer’s pledge of its faith, credit, and taxing power for the payment of principal and interest.

11 | USAA Growth and Tax Strategy Fund

v	revenue bonds, which are payable from the revenue derived from a particular facility or class of facilities or, in some cases, from proceeds of a special excise tax or other specific revenue source, but not from the general taxing power.

v	municipal lease obligations, which are backed by the munici-pality’s covenant to budget for the payments due under the lease obligation.

Municipal lease obligations may be determined to be liquid in accord-ance with the guidelines established by the Board. In determining the liquidity of a municipal lease obligation, we will consider among other things: (1) the frequency of trades and quotes for the municipal lease obligation; (2) the number of dealers willing to purchase or sell the municipal lease obligation and the number of other potential pur-chasers; (3) dealer undertakings to make a market in the municipal lease obligation; (4) the nature of the marketplace trades, including the time needed to dispose of the municipal lease obligation, the method of soliciting offers, and the mechanics of transfer; (5) whether the municipal lease obligation is of a size that will be attractive to institutional investors; (6) whether the municipal lease obligation contains a non-appropriation clause and the likelihood that the obligor will fail to make an appropriation therefor; and (7) such other factors as we may determine to be relevant to such determination.

v	industrial development revenue bonds, such as pollution control revenue bonds, which are issued by or on behalf of public authorities to obtain funds for privately operated facilities.

v	inverse floating rate securities, whose coupons vary inversely with changes in short-term tax-exempt interest rates and thus are considered leveraged investments in an underlying municipal bond.

when-issued and delayed-delivery securities , the Fund’s assets may be invested in securities offered on a when-issued or delayed delivery basis, which means that delivery and payment take place after the date of the commitment to purchase, normally within 45 days, both price and interest rate are fixed at the time of commit-ment, the Fund does not earn interest on the securities until settlement, and the market value of the securities may fluctuate between purchase and settlement. Such securities can be sold before settlement date.

v	synthetic instruments, which combine a municipality’s long-term obligation to pay interest and principal with the obligation of a third

Prospectus | 12

party to repurchase the instrument on short notice. These securities are often specifically structured so that they are eligible investments for a money market fund. For example, in order to satisfy the maturity restrictions of a money market fund, some money market securities have demand or put features, which have the effect of shortening the maturity of the securities.

tax-exempt liquidity protected preferred shares (or similar securities), which are issued by other funds that principally invest in tax-exempt securities and generally are designed to pay exempt-interest dividends that reset on or about every seven days in a remarketing process and possess an obligation from a liquidity provider (typically a high-quality bank) to purchase, at a price equal to the par amount of the preferred shares plus accrued dividends, all liquidity protected preferred shares that are subject to sale and not remarketed. The maturity of liquidity protected preferred shares will be deemed to be the date on which the underlying principal amount may be recovered or the next dividend rate adjustment date consistent with applicable regulatory requirements.

Variable-rate demand notes (VRDNs), which 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 normally will trade as if the maturity is the earlier put date, even though stated maturity is longer.

n What is the weighted average maturity of the securities in the Tax-Exempt Bonds category and how is it calculated?

The Tax-Exempt Bonds category includes tax-exempt securities that will have a remaining maturity at the time of purchase of more than one year. Although the weighted average maturity of the securities in this category is not restricted, we expect it to exceed 10 years. In determining a security’s maturity for purposes of calculating the Fund’s weighted average maturity, we may use estimates of the expected time for the security’s principal to be paid. This can be substantially shorter than the security’s stated final maturity. For a discussion on the method of calculating the weighted average maturity of the Fund’s portfolio, see Investment Policies in the statement of additional information (SAI).

13 | USAA Growth and Tax Strategy Fund

n What types of tax-exempt money market instruments are included in the Fund’s portfolio?

The tax-exempt money market instruments in the portfolio are tax-exempt money market funds or debt securities that have remaining stated maturities at the time of purchase of one year or less or are subject to puts or similar demand features resulting in an effective maturity of one year or less.

n What are the credit ratings of the tax-exempt securities?

The Fund will invest primarily in investment-grade tax-exempt securities with at least 50% of the combined total market value of the tax-exempt bonds and tax-exempt money market instruments being rated within the three highest long-term rating categories (A or higher) by such rating agencies as Moody’s Investors Service, Inc. (Moody’s), Standard & Poor’s Rating Services (S&P), Fitch Ratings, Inc. (Fitch), or Dominion Bond Rating Service Limited (Dominion), or in the highest short-term rating category by Moody’s, S&P, Fitch, or Dominion.

Investment-grade securities include securities issued or guaranteed by the U.S. government, its agencies and instrumentalities, as well as securities rated or subject to a guarantee that is rated within the categories listed by at least one of the Nationally Recognized Statistical Rating Organizations (NRSROs) approved by the Securities and Exchange Commission (SEC). Below are investment-grade ratings for four of the current NRSRO rating agencies:

Rating Agency	Long-Term Debt Securities	Short-Term Debt Securities
Moody’s Investors Service, Inc.	At least Baa3	At least Prime–3 or MIG 3
Standard & Poor’s Rating Services	At least BBB –	At least A–3 or SP–2
Fitch Ratings, Inc.	At least BBB –	At least F3
Dominion Bond Rating Service Limited	At least BBB low	At least R–2 low

If a security does not meet the requirements set forth above or is not rated, we may make a determination that the security is of equivalent investment quality to a comparable security.

The Fund also may invest up to 10% of its net assets that at the time of purchase are below-investment-grade tax-exempt securities, which are

Prospectus | 14

sometimes referred to as high-yield or “junk” bonds. Below-investment-grade securities are considered speculative and are subject to significant credit risk since they are believed to represent a greater risk of default than more creditworthy investment-grade securities. These lower quality securities generally have less interest rate risk and higher credit risk than higher quality securities. At the same time, the volatility of below-investment-grade securities historically has been notably less than that of the equity market as a whole. The market on which below-investment-grade securities are traded also may be less liquid than the market for investment-grade securities.

On occasion, we may pay a rating agency to rate a particular security when we believe it will provide an anticipated benefit to a Fund. On securities possessing a third party guarantor, we reserve the right to place such security in the rating category of the underlying issuer (or if unrated in the comparable rating category as determined by us), if the third party guarantor is no longer relied upon for ratings eligibility.

You will find a further description of tax-exempt ratings in the Fund’s SAI.

n How are the decisions to buy and sell tax-exempt securities made?

We will buy securities that offer an attractive balance of tax-exempt income against credit risk and price volatility. We will sell a security if we become concerned about its credit risk, are forced by market factors to raise money, or an attractive replacement security is available.

BLUE CHIP STOCKS

n What types of stocks are included in the Fund’s portfolio?

We define a blue chip company as one that has a market capitalization of at least $500 million and is included in the list of companies that make up the Standard & Poor's 500 Composite Index (S&P 500 Index) or the Dow Jones Industrial Average, or at least $1 billion.

NTI will invest in common stocks of companies that make up the S&P 500 Index. NTI may invest up to 5% of the Fund’s total assets in blue chip stocks of foreign issuers or in American depositary receipts (ADRs), global depositary receipts (GDRs), or similar forms of ownership interest in securities of foreign issuers that are traded on U.S. securities exchanges or in U.S. over-the-counter markets.

15 | USAA Growth and Tax Strategy Fund

In addition, to provide liquidity to pay redemptions and fees, the Fund may invest its assets in short-term debt securities, money market instruments, stock index futures, and options. The Fund generally will not use these derivative instruments for speculative purposes or as leveraged investments that magnify the gains or losses of an investment. These instruments tend to reduce transaction costs or add value when they are favorably priced.

n How are the decisions to buy and sell stocks made?

The investment objective of this portion of the Fund is to generate pre-tax returns similar to the S&P 500 Index and after-tax outperformance through active tax management. Securities are purchased and sold using stock selection aiming to provide aggregate investment characteristics similar to those of the S&P 500 Index without sacrificing performance. Generally, the Fund will not be invested in all the stocks in the S&P 500 Index. Active tax management is used to limit the sale of securities that have increased in value and to realize capital losses on securities that have decreased in value, in order to offset any capital gains that are realized.

TEMPORARY DEFENSIVE STRATEGY

The Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, or other conditions. The effect of taking such a temporary defensive position is that the Fund may not achieve its investment objective.

RISKS

Call Risk: Many municipal bonds may be “called,” or redeemed, by the issuer before the stated maturity. During a period of declining interest rates, an issuer might call, or refinance, a higher-yielding bond for the same reason that a homeowner would refinance a home mortgage.

Intermediate- and long-term municipal bonds have the greatest call risk, because most municipal bonds may not be called until after 10 years from the date of issue. The period of “call protection” may be longer or shorter than 10 years, but regardless, bonds purchased closest to the date of issue will have the most call protection. Typically, bonds with original maturities of 10 years or less are not callable.

Prospectus | 16

Although bond prices rise when interest rates drop, falling interest rates create the environment necessary to “call” the higher-yielding bonds from your Fund. When bonds are called, a Fund is affected in several ways. Most likely, we must reinvest the bond-call proceeds at lower interest rates. The Fund’s income may drop as a result. The Fund also may realize a taxable capital gain.

Changes in Tax Laws Risk: The target ranges of securities categories and the techniques for minimizing the impact of taxes are all based on current federal tax law. Any future changes in those laws could result in significant changes in the Fund’s investment strategies and techniques.

Credit Risk: Credit risk is the possibility that an issuer of a fixed-income security cannot make timely dividend, interest, and principal payments on its securities. The fixed-income securities in the Fund’s portfolio are subject to credit risk. The Fund accepts some credit risk as a recognized means to enhance investors’ return. All securities varying from the highest quality to the very speculative have some degree of credit risk. We attempt to minimize the Fund’s overall credit risk by:

Primarily investing in securities considered at least investment grade at the time of purchase. Nevertheless, even investment-grade securities are subject to some credit risk. In addition, the ratings of securities are the rating agencies’ estimates of the credit quality of the securities. The ratings may not take into account every risk related to whether interest or principal will be repaid on a timely basis.

v	When evaluating potential investments for the Fund, our credit analysts also independently assess credit risk and its impact on the Fund’s portfolio.

Diversifying the Fund’s portfolio by investing in securities of a large number of unrelated issuers, which reduces a Fund’s exposure to the risks of an investment in the securities of any one issuer or group of issuers. We invest in many securities with slightly different risk characteristics and across different economic sectors and geographic regions. If a random credit event should occur, such as a default, the Fund would suffer a much smaller loss than if the Fund were concentrated in relatively large holdings with highly correlated risks.

17 | USAA Growth and Tax Strategy Fund

companies. High-yield bond issuers include small companies lacking the history or capital to merit investment-grade status, former blue chip companies downgraded because of financial problems, and firms with heavy debt loads. If the Fund invests in securities whose issuers develop unexpected credit problems, the Fund’s NAV could decline. Changes in economic conditions or other circumstances are more likely to lead to a weakened capability to make principal and interest payments on these securities than is the case on higher-rated securities.

Derivatives Risk: The Fund may invest in futures and options and other types of derivatives. Risks associated with derivatives include the risk that the derivative is not well-correlated with the security, index, or currency to which it relates; the risk th at derivatives used for risk management may not have the intended effects and may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk of interest rate movements; and the risk that the derivatives transaction could expose the Fund to the effects of leverage, which could increase the Fund’s exposure to the market and magnify potential losses. There is no guarantee that derivatives activities will be employed or that they will work, and their use could reduce potential returns or even cause losses to the Fund.

Interest Rate Risk: As a mutual fund investing in bonds, the Fund is subject to the risk that the market value of the bonds in the Fund's portfolio will fluctuate because of changes in interest rates, changes in supply and demand for tax-exempt securities, or other market factors. Bond prices are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall, and when interest rates fall, bond prices rise. The price volatility of a bond also depends on its maturity. Generally, the longer the maturity of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer maturities generally offer higher yields than bonds with shorter maturities.

v	If interest rates increase, the yield of the Fund may increase and the market value of the Fund’s securities may decline, adversely affecting the Fund’s NAV and total return.

v	If interest rates decrease, the yield of the Fund may decrease. In addition, the market value of the Fund’s securities may increase, which may increase the Fund’s NAV and total return.

Prospectus | 18

Liquidity Risk: Liquidity in the tax-exempt bond market may be reduced for a number of reasons including as a result of overall economic conditions and credit tightening. During times of reduced market liquidity, there may be little trading in the secondary market for particular bonds and other debt securities, which may make them more difficult to value or sell at the time desired.

Management Risk: Because the Fund is actively managed, it is subject to management risk, which is the possibility that the investment techniques and risk analyses used by the Fund’s manager(s) will not produce the desired results. There is no guarantee that the investment techniques and risk analyses used by the Fund’s manager(s) will produce the desired results. In addition, we operate under a “manager-of-managers” structure, which gives us the right, with the prior approval of the Board and without shareholder approval, to change subadvisers. If we add or replace a subadviser of the Fund, the Fund could experience higher portfolio turnover and higher transaction costs than normal if the new subadviser realigns the portfolio to reflect its investment techniques and philosophy. A realignment of the Fund’s portfolio could result in higher capital gains and distributions, which could affect the tax efficiency of the Fund negatively.

Stock Market Risk: Because the Fund invests in stocks, it is subject to stock market risk. A company’s stock price in general may decline over short or even extended periods regardless of the success or failure of a company’s operations. Stock markets tend to run in cycles, with periods when stock prices generally go up, and periods when stock prices generally go down. Stocks tend to be more volatile than bonds.

ADDITIONAL INFORMATION

19 | USAA Growth and Tax Strategy Fund

be invested, you may want to request a copy of the statement of additional information (SAI) (the back cover tells you how to do this).

PORTFOLIO HOLDINGS

The Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities are available in the Fund’s SAI, which is available upon request.

FUND MANAGEMENT

AMCO serves as the manager of this Fund. The Fund is one of 52 no-load mutual funds offered by USAA Mutual Funds Trust. We are an affiliate of United Services Automobile Association (USAA), a large, diversified financial services institution. Our mailing address is P.O. Box 659453, San Antonio, Texas 78265-9825. We had approximately $116 billion in total assets under management as of August 31, 2013.

We provide investment management services to the Fund pursuant to an Advisory Agreement. Under this agreement, we are responsible for managing the business and affairs of the Fund, subject to the authority of and supervision by the Board. A discussion regarding the basis of the Board’s approval of the Fund’s Advisory and Subadvisory Agreements is available in the Fund’s annual report to shareholders for the period ended May 31.

For our services, the Fund pays us an investment management fee, which is comprised of a base investment management fee and a performance adjustment. The base investment management fee, which is accrued daily and paid monthly, is equal to an annualized rate of one-half of one percent (0.50%) of the Fund’s average net assets.

The performance adjustment for the Fund will add to or subtract from the base investment management fee depending upon the performance of a composite index comprised of 51% of the Lipper General Municipal Bond Funds Index and 49% of the Lipper Large-Cap Core Funds Index. The Lipper General Municipal Bond Funds Index tracks the total return performance of the 30 largest funds within the Lipper General Muni-cipal Bond Funds category. This category includes funds that invest at least 65% of their assets in municipal debt issues in the top four credit categories, and the Lipper Large-Cap Core Funds Index tracks the total return performance of the 30 largest funds within the Lipper Large-Cap Core Funds category. This category includes funds that, by portfolio

Prospectus | 20

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-weigted median market capitalization of the middle 1,000 securities of the S&P 1500 Index. Large-cap core funds have more latitude in the companies in which they invest. These funds will normally have an above-average price-to-earnings ratio, price-to-book ratio, and three-year sales growth figure, compared to the S&P 500 Index. The performance period for the Fund consists of the current month plus the previous 35 months.

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 over-performance) or subtracted from (in the case of underperformance) the base investment management fee as referenced in the following chart:

OVER/UNDER PERFORMANCE	ANNUAL ADJUSTMENT RATE
RELATIVE TO INDEX	(IN BASIS POINTS AS A PERCENTAGE
(IN BASIS POINTS) 1	OF THE FUND’S AVERAGE NET ASSETS) 1
+/ – 20 to 50	+/ – 4
+/ – 51 to 100	+/ – 5
+/ – 101 and greater	+/ – 6

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 fiscal year ended May 31, 2013, the performance adjustment added to the base investment management fee of 0.50% by 0.04%.

The Fund uses a “manager-of-managers” structure. We are 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 the Fund’s assets. We monitor each subadviser’s performance through quantitative and qualitative analysis and periodically report to the Board as to whether each subadviser’s agreement should be renewed, terminated, or modified. We also are responsible for allo-

21 | USAA Growth and Tax Strategy Fund

cating assets to the subadvisers. The allocation for each subadviser can range from 0% to 100% of the Fund’s assets, and we can change the allocations without shareholder approval. We also are responsible for the day-to-day investment management of the portions of the Fund that invest in tax-exempt bonds and tax-exempt money market instruments.

We have entered into an Investment Subadvisory Agreement with NTI, located at 50 S. LaSalle Street, Chicago, Illinois 60603. NTI, an indirect subsidiary of Northern Trust Corporation, is an Illinois State Banking Corporation and an investment adviser registered under the Invest-ment Advisers Act of 1940, as amended. It primarily manages assets for institutional and individual separately managed accounts, investment companies and bank common and collective funds. NTI is compensated directly by AMCO and not by the Fund.

Northern Trust Corporation is regulated by the Board of Governors of the Federal Reserve System as a financial holding company under the U.S. Bank Holding Company Act of 1956, as amended. As of June 30, 2013, Northern Trust Corporation, through its subsidiaries, had assets under custody of $4.99 trillion and assets under investment management of $803 billion.

In addition to providing investment management services, we also provide administration and servicing to the Fund. Our affiliate, USAA Shareholder Account Services (SAS), provides transfer agency services to the Fund. The Fund or the Fund’s transfer agent may enter into agreements with third parties (Servicing Agents) to pay such Servicing Agents for certain administrative and servicing functions. USAA Investment Management Company acts as the Funds distributor.

PORTFOLIO MANAGER(S)

AMCO

§	Tax-Exempt Bonds and Money Market Instruments

John C. Bonnell, CFA, Assistant Vice President of Fixed Income Mutual Fund Portfolios, has managed the Tax-Exempt Bonds and Money Market Instruments investment category of the Fund since March 2010. He has 24 years of investment management experience and has worked for us for 19 years. Education: B.B.A., University of Texas at San Antonio; M.B.A., St. Mary’s University. He holds the Chartered Financial Analyst

Prospectus | 22

(CFA) designation and is a member of the CFA Institute, the CFA Society of San Antonio, and the National Federation of Municipal Analysts.

NTI

§	Blue Chip Stocks

Christopher A. Fronk and Jacob C. Weaver are primarily responsible for the day-to-day management of the Blue Chip Stocks investment category of the Fund.

Jacob C. Weaver , Senior Vice President of NTI, has managed tax advantaged equity, quality dividend focus, and quantitative active strategies, as well as international indexes since joining NTI in 2002. He has managed the Blue Chip Stocks investment category of the Fund since June 2012.

Christopher A. Fronk is a Senior Vice President of NTI where he is responsible for the management of various equity and equity index portfolios. Mr. Fronk joined NTI in 1999 and has been a member of the quantitative management group for quantitative equity strategies. He has managed the Blue Chip Stocks investment category of the Fund since December 2005.

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

CHANGE OF SUBADVISERS

We have received an exemptive order from the SEC that permits us, subject to certain conditions, including prior approval of the Board, to appoint and replace subadvisers, enter into subadvisory agreements, and amend subadvisory agreements on behalf of the Fund without shareholder approval. As a result, we can change the fee rate payable to a subadviser or appoint a new subadviser at a fee rate different than that paid to the current subadviser, which in turn may result in a different fee retained by AMCO. We will notify shareholders within 90 days after hiring any new subadviser for the Fund.

PURCHASES

You may purchase shares directly from the Fund or through certain financial intermediaries as described below.

23 | USAA Growth and Tax Strategy Fund

OPENING AN ACCOUNT WITH THE FUND

As required by federal law, we must obtain certain information from you prior to opening an account with us. If we are unable to verify your identity, we may refuse to open your account, or we may open your account and take certain actions without prior notice to you, including restricting account transactions pending verification of your identity. If we subsequently are unable to verify your identity, we may close your account and return to you the value of your shares at the next calculated net asset value (NAV). We prohibit opening accounts for, including but not limited to, foreign financial institutions, shell banks, correspondent accounts for foreign shell banks, and correspondent accounts for foreign financial institutions. A “foreign shell bank” is a foreign bank without a physical presence in any country. A “corres-pondent account” is an account established for a foreign bank to receive deposits from, or to make payments or other disbursements on behalf of, the foreign bank, or to handle other financial transactions related to such foreign bank.

TAXPAYER IDENTIFICATION NUMBER

PURCHASING SHARES

You may open an account with us and purchase shares of the Fund on the Internet, by telephone, or by mail. Shares of the Fund also are available through USAA Brokerage Services and certain financial intermediaries, as described below.

Prospectus | 24

the USAA Brokerage Services’ applicable policies and procedures. Additional fees also may apply.

If shares of the Fund are purchased through a retirement account or an investment professional ( e.g., financial intermediary), the policies and procedures on these purchases may differ from those discussed in this prospectus. Additional fees also may apply to your investment in the Fund, including a transaction fee, if you buy or sell shares of the Fund through a broker or other investment professional. For more inform-ation on these fees, check with your investment professional.

MINIMUM INITIAL PURCHASE

$3,000. However, a Fund reserves the right to waive or lower purchase minimums of Fund Shares in certain circumstances.

ADDITIONAL PURCHASES

$50 minimum per transaction, per account. Employees of USAA and its affiliated companies may make additional purchases through payroll deduction for as little as $25 per pay period.

NOTE: THE FUND IS NOT AVAILABLE FOR AN INDIVIDUAL RETIREMENT ACCOUNT OR 401(k) PLAN BECAUSE THE MAJORITY OF ITS DIVIDENDS ARE TAX-EXEMPT.

EFFECTIVE DATE OF PURCHASE

When you make a purchase, your purchase price will be the NAV per share next determined after we or the financial intermediary receive your request in proper form ( e.g., complete, signed application and payment). The Fund’s NAV is determined as of the close of the regular trading session (generally 4 p.m. Eastern time) of the New York Stock Exchange (NYSE) each day it is open for trading. If we or the financial intermediary receive your purchase request in proper form prior to that time, your purchase price will be the NAV per share determined for that day. If we or the financial intermediary receive your purchase request in proper form after that time, the purchase price will be the NAV per share calculated as of the close of the next regular trading session of the NYSE.

The Fund or the Fund's transfer agent may enter into agreements with Servicing Agents, which hold Fund shares in omnibus accounts for their customers, under which the Servicing Agents are authorized to receive orders for shares of the Fund on the Fund’s behalf. Under these

25 | USAA Growth and Tax Strategy Fund

arrangements, the Fund will be deemed to have received an order when an authorized Servicing Agent receives the order. Accordingly, customer orders will be priced at the Fund’s NAV next computed after they are received by an authorized Servicing Agent even though the orders may be transmitted to the Fund by the Servicing Agent after the time the Fund calculates its NAV.

PAYMENT

REDEMPTIONS

For federal income tax purposes, a redemption is a taxable event unless you hold the shares in a tax-deferred account or are a tax-exempt investor; as such, you may realize a capital gain or loss. Such capital gains or losses are based on the difference between your basis in the redeemed shares and the proceeds you receive upon their redemption. See Taxes for information regarding basis election and reporting.

The Fund may elect to suspend the redemption of shares or postpone the date of payment in limited circumstances ( e.g., if the NYSE is closed or when permitted by order of the SEC).

REDEEMING SHARES

If you have an account with us, you may redeem shares of the Fund by Internet, by telephone, or by mail on any day the NAV per share is calculated. Your redemptions will receive a redemption price of the NAV per share next determined after we receive your request in proper form. If we receive your redemption request in proper form prior to the close of the NYSE's regular trading session (generally 4 p.m. Eastern time), your redemption price will be the NAV per share determined for that day. If we receive the redemption request after that time, the redemption price will be the NAV per share calculated as of the close of the next regular trading session of the NYSE.

Prospectus | 26

Telephone redemption privileges are established automatically when you complete your application. The Fund has undertaken certain authentication procedures regarding telephone transactions and will employ reasonable procedures to confirm that instructions com-municated by telephone are genuine. Before any discussion regarding your account, we will obtain certain information from you to verify your identity. Additionally, your telephone calls may be recorded or monitored, and confirmations of account transactions are sent to the address of record or by electronic delivery to your designated e-mail address.

If shares of the Fund are held through USAA, we will send your money within seven days after the effective date of redemption. However, payment for redemption of shares purchased by electronic funds transfer (EFT) or check will be sent after the EFT or check has cleared, which could take up to seven days from the purchase date.

EXCHANGES

EXCHANGE PRIVILEGE

For federal income tax purposes, an exchange between funds is a taxable event unless you hold the shares in a tax-deferred account or are a tax-exempt investor; as such, you may realize a capital gain or loss. Such capital gains or losses are based on the difference between your basis in the exchanged shares and the price of the shares when they are exchanged. See Taxes for information regarding basis election and reporting.

27 | USAA Growth and Tax Strategy Fund

The exchange privilege is automatic when you complete your appli-cation with us. You may exchange shares among funds in the USAA family of funds, provided the shares to be acquired are offered in your state of residence. The Fund, however, reserves the right to terminate or change the terms of an exchange offer.

If shares of the Fund are held in your USAA brokerage account, please contact USAA Brokerage Services regarding exchange policies. These shares are part of your USAA brokerage account, and any exchange request received in proper form prior to the close of the NYSE (generally 4 p.m. Eastern time) will receive the NAV per share determined for that day, subject to the applicable policies and procedures.

If shares of the Fund are held through a retirement account or an investment professional ( i.e., financial intermediary), the policies and procedures on an exchange may differ from those discussed in this prospectus. Additional fees also may apply to your investment in the Fund, including a transaction fee, if you buy, sell, or exchange shares of the Fund through a broker or other investment professional. For more information on these fees, check with your investment professional.

OTHER IMPORTANT INFORMATION ABOUT PURCHASES, REDEMPTIONS, AND EXCHANGES

CONTACTING USAA

The following features may be available to you to purchase, redeem, and exchange shares of the Fund you hold in a USAA mutual fund account with us.

Prospectus | 28

Internet Access – usaa.com

Mobile Access – mobile.usaa.com

n	Review account information and make most account transactions.

USAA Self-Service Telephone System (800) 531-USAA (8722)

n	Access account information and make most account transactions. This service is available with an ESA and EFT Buy/Sell authorization on file.

Telephone

n	Call toll free (800) 531-USAA (8722) Monday – Friday, 7:30 a.m. to 8 p.m. Central time and Saturday, 8 a.m. to 5 p.m. Central time to speak with a member service representative.

Fax

n	Send a signed fax with your written redemption instructions to (800) 292-8177. In certain instances we may require a signature from all owners associated with an account.

Mail

n	If you would like to open an account or request a redemption by mail, send your application and check or written instructions to:

Regular Mail:

USAA Investment Management Company

P.O. Box 659453

San Antonio, TX 78265-9825

Registered or Express Mail:

USAA Investment Management Company

9800 Fredericksburg Road

San Antonio, TX 78240

29 | USAA Growth and Tax Strategy Fund

Bank Wire

n	To add to your account or request a redemption by bank wire, visit us at usaa.com or call (800) 531-USAA (8722) for instructions. This helps to ensure that your account will be credited or debited promptly and correctly.

Electronic Funds Transfer

n	Additional purchases on a regular basis may be deducted electronically from a bank account, paycheck, income-producing investment, or USAA money market fund account. Sign up for these services when opening an account or log on to usaa.com or call (800) 531-USAA (8722) to add them.

ACCOUNT BALANCE

EXCESSIVE SHORT-TERM TRADING

Prospectus | 30

excessive short-term trading without needlessly penalizing bona fide investors.

To deter such trading activities, the USAA Funds’ policies and procedures state that:

n	Each fund reserves the right to reject any purchase order, including an exchange, that it regards as disruptive to the efficient manage-ment of the particular fund.

Each fund may use a fair value pricing service or other model to assist in establishing the current value of foreign securities held by any of the USAA Funds. Fair value pricing is used to adjust for stale pricing that may occur between the close of certain foreign exchanges or markets and the time the USAA Funds calculate their NAV. Using fair value pricing is intended to deter those trying to take advantage of time-zone differences in the valuation of foreign securities and to prevent dilution to long-term investors. Fair value pricing of a foreign security can result in the USAA Funds’ using a price that is higher or lower than the closing price of a foreign security for purposes of calculating a fund’s NAV.

THE USAA FUNDS’ RIGHT TO REJECT PURCHASE AND EXCHANGE ORDERS AND LIMIT TRADING IN ACCOUNTS

The USAA Funds’ main safeguard against excessive short-term trading is their right to reject purchase or exchange orders if in the best interest of the affected fund. In exercising this discretion to reject purchase and exchange orders, the USAA Funds deem that certain excessive short-term trading activities are not in the best interest of the fund because such activities can hamper the efficient management of the fund. Generally, persons who engage in an “in and out” (or ”out and in”) transaction within a 30-day period will violate the USAA Funds’ policy if they engage in another “in and out” (or “out and in”) trans-action in the same fund within 90 days. The USAA Funds also reserve the right to restrict future purchases or exchanges if an investor is classified as engaged in other patterns of excessive short-term trading, including after one large disruptive purchase and redemption or exchange. Finally, the USAA Funds reserve the right to reject any other purchase or exchange order in other situations that do not involve excessive short-term trading activities if in the best interest of a fund.

The following transactions are exempt from the excessive short-term trading activity policies described above:

31 | USAA Growth and Tax Strategy Fund

n	Transactions in the money market funds, Short-Term Bond Fund, Ultra Short-Term Bond Fund, and Tax Exempt Short-Term Fund;

n	Purchases and sales pursuant to automatic investment or withdrawal plans;

n	Purchases and sales made through USAA Managed Portfolios – UMP TM , USAA 529 College Savings Plan TM , USAA Federal Savings Bank Trust Department, or other designated USAA managed investment accounts;

n	Purchases and sales of the Institutional Shares by the Target Retirement Funds, Cornerstone Conservative Fund and/or Cornerstone Equity Fund; and

n	Other transactions that are not motivated by short-term trading considerations if they are approved by transfer agent management personnel and are not disruptive to a fund.

Prospectus | 32

excessive trading or provide underlying trade information, the financial intermediary or USAA Funds will review net activity in these omnibus accounts for activity that indicates potential excessive short-term trading activity. If we detect suspicious trading activity at the omnibus account level, we will request underlying trading information and review the underlying trading activity to identify individual accounts engaged in excessive short-term trading activity. We will instruct the omnibus account to restrict, limit, or terminate trading privileges in a particular fund for individual accounts identified as engaging in excessive short-term trading through these omnibus accounts.

OTHER FUND RIGHTS

The Fund reserves the right to:

n	Reject or restrict purchase or exchange orders when in the best interest of the Fund;

n	Limit or discontinue the offering of shares of the Fund without notice to the shareholders;

n	Calculate the NAV per share and accept purchase, exchange, and redemption orders on a business day that the NYSE is closed;

n	Require a signature guarantee for transactions or changes in account information in those instances where the appropriateness of a signature authorization is in question (the SAI contains information on acceptable guarantors);

33 | USAA Growth and Tax Strategy Fund

n	Redeem an account with less than $250, with certain limitations; and

n	Restrict or liquidate an account when necessary or appropriate to comply with federal law.

SHAREHOLDER INFORMATION

SHARE PRICE CALCULATION

VALUATION OF SECURITIES

Portfolio securities, including exchange-traded funds (ETFs), except as otherwise noted, traded primarily on domestic securities exchanges 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. Portfolio 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.

Debt securities with maturities greater than 60 days are valued each business day by a pricing service (the Service) approved by the Board. The Service uses an evaluated mean between quoted bid and asked prices or the last sales price to price securities when, in the Service’s judgment, these prices are readily available and are representative of the securities’ market values. For many securities, such prices are not readily available. The Service generally prices these securities based on methods that include consideration of yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers in securities; and general market conditions.

Prospectus | 34

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

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

Securities for which market quotations are not readily available or are considered unreliable, or whose values have been materially affected by events occurring after the close of their primary markets but before the pricing of the Fund, are valued in good faith at fair value, using methods determined by us under valuation procedures approved by the Board. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded, and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund’s NAV to be more reliable than it otherwise would be.

Fair value methods used by the Fund include, but are not limited to, obtaining market quotations from secondary pricing services, broker-dealers, or widely used quotation systems. General factors considered in determining the fair value of securities include fundamental analytical data, the nature and duration of any restrictions on disposition of the securities, and an evaluation of the forces that influenced the market in which the securities are purchased and sold.

For additional information on how securities are valued, see Valuation of Securities in the Fund’s SAI.

DIVIDENDS AND OTHER DISTRIBUTIONS

The Fund pays net investment income dividends quarterly. Ordinarily, any net realized capital gains are distributed in December of each year. The Fund may make additional distributions to shareholders when considered appropriate or necessary. For example, the Fund could make an additional distribution to avoid the imposition of any federal income or excise taxes.

35 | USAA Growth and Tax Strategy Fund

made by the Fund will reduce the NAV per share by the amount of the dividends or other distributions on the ex-distribution date. You should consider carefully the effects of purchasing shares of the Fund shortly before any dividend or distribution. Some or all of these distributions are subject to taxes. The Fund will invest in your account, at the current NAV per share any distribution payment returned to us by your financial institution.

TAXES

The following tax information is quite general and refers to the federal income tax law in effect as of the date of this prospectus.

n Treatment of the Fund

The Fund, which is treated as a separate corporation for federal tax purposes, has qualified for each past taxable year, and intends to continue to qualify, for treatment as a “regulated investment company” under the Code. By doing so, it (but not its shareholders) will be relieved of federal income tax on the part of its investment company taxable income (consisting generally of taxable net investment income, the excess, if any, of net short-term capital gain over net long-term capital loss (net short-term capital gain), and net gains and losses from certain foreign currency transactions, if any, all determined without regard to any deduction for dividends paid) and net capital gain ( i.e., the excess of net long-term capital gain over net short-term capital loss) that it distributes to its shareholders.

n Shareholder Taxation

If the Fund satisfies a certain federal tax law requirement, dividends it pays attributable to tax-exempt interest it earns (exempt-interest dividends) will be excludable from its shareholders' gross income for federal income tax purposes. Other distributions that shareholders receive from the Fund are subject to federal income tax, and all Fund distributions, including exempt-interest dividends, may be subject to state and/or local taxes. Dividends (other than exempt-interest dividends) and distributions of net short-term capital gain are taxable to you as ordinary income, whether received in cash or reinvested in additional shares of the Fund. A portion of the Fund's dividends may qualify for the 70% dividends-received deduction available to corporations and for the lower maximum federal income tax rates applicable to "qualified dividend income" of individuals and certain other non-corporate shareholders (each, an individual shareholder) who satisfy certain holding period and other restrictions with respect to

Prospectus | 36

their shares held in the Fund -- a maximum of 15% for a single shareholder with taxable income not exceeding $400,000 ($450,000 for married shareholders filing jointly) and 20% for those individual shareholders with taxable income exceeding those respective amounts (which will be adjusted for inflation annually after 2013).

Regardless of the length of time you have held shares of the Fund, distributions of net capital gain that the Fund realizes are taxable to you as long-term capital gains, whether received in cash or reinvested in additional shares of the Fund. Those distributions to individuals and certain other non-corporate shareholders will qualify for the 15% and 20% maximum federal income tax rates described above.

You may realize a capital gain or loss for federal income tax purposes on a redemption or an exchange, which is treated like a redemption of shares of the Fund. Your gain or loss is based on the difference between your basis in the redeemed or exchanged shares and the redemption proceeds, or the NAV of the shares of the fund in which you exchange, you receive. Any capital gain an individual or certain other non-corporate shareholder recognizes on a redemption or exchange of his or her shares of the Fund that have been held for more than one year will qualify for the 15% and 20% maximum tax rates mentioned above. In addition, beginning in 2013 an individual shareholder is subject to a 3.8% federal tax on the lesser of (1) the individual's "net investment income," which generally includes distributions the Fund pays and net gains realized on the redemption or exchange of shares of the Fund, or (2) the excess of his or her "modified adjusted gross income" over $200,000 (or $250,000 if married and filing jointly). This tax is in addition to any other taxes due on that income. A similar tax applies to estates and trusts. You should consult your tax adviser regarding the effect, if any, this provision may have on your investment in shares of the Fund.

Your basis in shares of the Fund that you acquire after December 31, 2011 (Covered Shares), will be determined in accordance with the Fund's default method, which is average basis, unless you affirmatively elect in writing (which may be electronic) to use a different acceptable basis determination method, such as a specific identification method. The basis determination method you elect (or the default method) may not be changed with respect to a redemption of Covered Shares after the settlement date of the redemption. You should consult with your tax adviser to determine the best Internal Revenue Service (IRS)-accepted basis determination method.

37 | USAA Growth and Tax Strategy Fund

IN CERTAIN INSTANCES, TAX-EXEMPT INTEREST HAS FEDERAL INCOME TAX IMPLICATIONS.

For corporations, exempt-interest dividends are included in adjusted current earnings for purposes of calculating alternative minimum tax liability.

Exempt-interest dividends are considered in computing the portion, if any, of social security and railroad retirement benefits subject to federal and, in some cases, state taxes.

n Withholding

Federal law requires the Fund to withhold (referred to as “backup withholding”) and remit to the U.S. Treasury 28% of (1) taxable dividends, capital gain distributions, and proceeds of redemptions, regardless of the extent to which gain or loss may be realized, otherwise payable to any individual shareholder who fails to furnish the Fund with a correct taxpayer identification number and (2) those dividends and distributions otherwise payable to any such shareholder who:

n Underreports dividend or interest income, or

n	Fails to certify that he or she is not subject to backup withholding.

Backup withholding is not an additional tax, and any amounts so withheld may be credited against a shareholder's federal income tax liability or refunded. To avoid this withholding requirement, you must certify, on your application or on a separate IRS Form W-9 supplied by the Fund’s transfer agent, that your taxpayer identification number is correct and you currently are not subject to backup withholding.

n Reporting

The Fund will report information to you annually concerning the tax status of dividends and other distributions for federal income tax purposes . In addition, the Fund (or its administrative agent) must report to the IRS and furnish to its shareholders the basis information for Covered Shares and indicate whether they had a short-term (one year or less) or long-term (more than one year) holding period. You should consult with your tax adviser to obtain more information about how the basis reporting law applies to you .

Prospectus | 38

SHAREHOLDER MAILINGS

n Householding

Through our ongoing efforts to help reduce Fund expenses, each household will receive a single copy of the Fund’s most recent financial reports and prospectus. You will receive the single copy if you or a family member owns more than one account. For many of you, this eliminates duplicate copies and saves paper and postage costs for the Fund. However, if you would like to receive individual copies, please contact us; and we will begin your individual delivery within 30 days of your request.

n Electronic Delivery

Log on to usaa.com and sign up to receive your statements, confirmations, financial reports, and prospectuses electronically instead of through the mail.

FINANCIAL HIGHLIGHTS

The following financial highlights table is intended to help you understand the Fund’s financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all income dividends and capital gain distributions).

The information has been derived from the financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report to shareholders, which is available upon request.

39 | USAA Growth and Tax Strategy Fund

GROWTH AND TAX STRATEGY FUND

			Year Ended May 31,
			2013		2012		2011		2010		2009
Net asset value at
beginning of period		$	14.02	$	13.44	$	12.28	$	11.00	$	13.80
Income (loss) from investment operations:
	Net investment income		.37		.36		.35		.37		.40
	Net realized and unrealized gain (loss)		1.57		.57		1.16		1.28		(2.80)
Total from investment operations			1.94		.93		1.51		1.65		(2.40)
Less distributions from:
	Net investment income		(.37)		(.35)		(.35)		(.37)		(.40)
Net asset value at end of period		$	15.59	$	14.02	$	13.44	$	12.28	$	11.00
Total return (%)*			14.07		7.11		12.54		15.17	(a)	(17.38)
Net assets at end of period (000)		$	188,461	$	162,718	$	154,493	$	144,251	$	132,807
Ratios to average net assets:**
	Expenses (%) (b)		.96		.98		.93		.88	(a)	.90
	Net investment income (%)		2.51		2.65		2.73		3.08		3.46
Portfolio turnover (%)			5		8		19		18		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 year ended May 31, 2013, average net assets were $174,006,000.
(a) During the year ended May 31, 2010, SAS reimbursed the Fund $21,000 for corrections in fees paid for the administration and servicing of certain accounts. The effect of this reimbursement on the Fund’s total return was less than 0.01%. The reimbursement decreased the Fund’s expense ratios by 0.01%. This decrease is excluded from the expense ratios above.
(b) Reflects total operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund’s expenses paid indirectly decreased the expense ratios by less than 0.01%.

Prospectus | 40

NOTES

41 | USAA Growth and Tax Strategy Fund

9800 Fredericksburg Road

San Antonio, Texas 78288

PRSRT STD

U.S. Postage

PAID

USAA

S AVE PAPER AND FUND COSTS

Under My Profile usaa.com select Manage Preferences

Set your Documents Preferences to USAA documents online

If you would like more information about the Fund, you may call

(800) 531-USAA (8722) to request a free copy of the Fund’s

statement of additional information (SAI), annual or semiannual

reports, or to ask other questions about the Fund. The SAI has

been filed with the SEC and is incorporated by reference to and

legally a part of this prospectus. In the Fund’s annual report, you

will find a discussion of the market conditions and investment

strategies that significantly affected the Fund’s performance

during the last fiscal year. The Fund’s annual and semiannual

reports also may be viewed, free of charge, on usaa.com . A

complete description of the Fund’s policies and procedures with

respect to the disclosure of the Fund’s portfolio securities is

available in the Fund’s SAI. The SAI is not available on usaa.com

because of cost considerations and lack of investor demand.

To view these documents, along with other related documents,

you may visit the EDGAR database on the SEC’s website (www.sec.

gov) or the Commission’s Public Reference Room in Washington,

DC. Information on the operation of the Public Reference Room

may be obtained by calling (202) 551-8090. Additionally, copies of

this information may be obtained, after payment of a duplicating

fee, by electronic request at the following e-mail address: publicinfo@

sec.gov or by writing the Public Reference Section of the

Commission, Washington, DC 20549- 1520.

[USAA EAGLE LOGO (R)] We Know what it means to serve ®.

Part A

Prospectus for the

Emerging Markets Fund, Emerging Markets Fund Institutional Shares,

Emerging Markets Fund Advisor Shares

Filed herein

[USAA EAGLE LOGO (R)]

[GRAPHIC OMITTED]

PROSPECTUS

USAA EMERGING MARKETS FUND

FUND SHARES (USEMX) n INSTITUTIONAL SHARES (UAEMX) n ADVISER SHARES (UAEMX)

OCTOBER 1, 2013

The Fund is comprised of multiple classes of shares. The Securities and Exchange Commission has not approved or disapproved of this Fund’s shares or determined whether this prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.

TABLE OF CONTENTS

Investment Objective	1
Fees and Expenses	1
Principal Investment Strategy	2
Principal Risks	2
Performance	4
Investment Adviser	6
Subadviser(s)	7
Portfolio Manager(s)	7
Purchase and Sale of Shares	8
Tax Information	9
Payments to Broker-Dealers and
Other Financial Intermediaries	9
Investment Objective	10
Principal Investment Strategy	10
Risks	14
Portfolio Holdings	17
Fund Management	17
Portfolio Manager(s)	20
Purchases	23
Redemptions	27
Converting Shares	29
Exchanges	29
Other Important Information
About Purchases, Redemptions, and Exchanges	30
Multiple Class Information	36
Shareholder Information	38
Financial Highlights	45

INVESTMENT OBJECTIVE

The USAA Emerging Markets Fund (the Fund) seeks capital appreciation.

FEES AND EXPENSES

Shareholder Fees
(fees paid directly from your investment)
		Fund Shares	Inst. Shares	Adviser Shares
	Redemption Fee (on shares held less than 60 days)	None	None	1.00%

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
		Fund Shares	Inst. Shares	Adviser Shares
	Management Fee (fluctuates based on the Fund's performance relative to a securities market index)	0.94%	0.98%	0.96%
	Distribution and/or Service (12b-1) Fees	None	None	0.25%
	Other Expenses	0.64%	0.32%	0.83%
	Acquired Fund Fees and Expenses	0.04%	0.04%	0.04%
	Total Annual Operating Expenses	1.62%	1.34%	2.08%
	Reimbursement From Adviser	N/A	N/A	(0.04%) (a)
	Total Annual Operating Expenses After Reimbursement	1.62%	1.34%	2.04%

	(a) The Adviser has agreed, through October 1, 2014, to make payments or waive management, administration, and other fees to limit the expenses of the Adviser Shares 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 2.00% 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 Adviser at any time after October 1, 2014.

1 | USAA Emerging Markets Fund

Example

This example is intended to help you compare the cost of investing in this Fund with the cost of investing in other mutual funds. Although your actual costs may be higher or lower, you would pay the following expenses on a $10,000 investment, assuming (1) a 5% annual return, (2) the Fund’s operating expenses remain the same, (3) you redeem all of your shares at the end of the periods shown, and (4) the expense limitation arrangement for the Adviser Shares is not continued.

	1 Year		3 Years		5 Years		10 Years
Fund Shares	$	165	$	511	$	881	$	1,922
Institutional Shares	$	136	$	425	$	734	$	1,613
Adviser Shares	$	211	$	652	$	1,119	$	2,410

Portfolio Turnover

For the most recent fiscal year, the Fund’s portfolio turnover rate was 148% of the average value of its whole portfolio.

PRINCIPAL INVESTMENT STRATEGY

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.

PRINCIPAL RISKS

Any investment involves risk, and there is no assurance that the Fund’s objective will be achieved. The Fund is actively managed, and the

Prospectus | 2

investment techniques and risk analyses used by the Fund’s manager(s) may not produce the desired results. As you consider an investment in the Fund, you also should take into account your tolerance for the daily fluctuations of the financial markets and whether you can afford to leave your money in the investment for long periods of time to ride out down periods. As with other mutual funds, losing money is a risk of investing in this Fund.

The equity securities in the Fund’s portfolio are subject to stock market risk. A company's stock price in general may decline over short or even extended periods, regardless of the success or failure of a company’s operations. Equity securities tend to be more volatile than bonds. In addition, to the degree the Fund invests in foreign securities, there is a possibility that the value of the Fund’s investments in foreign securities will decrease because of unique risks, such as currency exchange-rate fluctuations; foreign market illiquidity; emerging market risk; increased price volatility; uncertain political conditions; exchange control regulations; foreign ownership limits; different accounting, reporting, and disclosure requirements; difficulties in obtaining legal judgments; and foreign withholding taxes. These risks are particularly heightened in this Fund due to the fact that within the universe of foreign investing, investments in emerging market countries are most volatile. Emerging market countries are less diverse and mature than other countries and tend to be politically less stable.

The Fund’s performance could be closely tied to the market, currency, economic, political, regulatory, geopolitical, or other conditions in the countries or regions in which the Fund invests and could be more volatile than the performance of more geographically-diversified funds.

The Fund also is subject to over-the counter (OTC) risk, OTC transactions involve risk in addition to those incurred by transactions in securities traded on exchanges. OTC-listed companies may have limited product lines, markets, or financial resources. Many OTC stocks trade less frequently and in smaller volume than exchange-listed stocks.

3 | USAA Emerging Markets Fund

PERFORMANCE

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The Fund has three classes of shares: Fund Shares, Institutional Shares, and Adviser Shares. The bar chart provides some indication of the risks of investing in the Fund and illustrates the Fund Shares' volatility and performance from year to year for each full calendar year over the past 10 years. The table shows how the average annual total returns of the share classes for the periods indicated compared to those of the Fund’s benchmark index and an index of funds with similar investment objectives.

Prospectus | 4

RISK/RETURN BAR CHART

Annual Returns for Periods Ended December 31

[Bar chart]

2003	2004	2005	2006	2007	2008	2009	2010	2011	20 12
53.04%	26.19%	25.54%	29.36%	33.61%	-51.65%	74.82%	17.22%	-23.79%	12.61%


	SIX-MONTH YTD TOTAL RETURN
	-8.22% (6/30/13)
	BEST QUARTER*	WORST QUARTER*
	35.11% 2nd Qtr. 2009	-28.92% 4th Qtr. 2008
	* Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In certain situations, the return after taxes on distributions and sale of fund shares may be higher than the other return amounts. A higher after-tax return may result when a capital loss occurs upon redemption and translates into an assumed tax deduction that benefits the shareholder. The actual after-tax returns depend on your tax situation and may differ from those shown. If you hold your shares through a tax-deferred arrangement, such as an individual retirement account (IRA) or 401(k) plan, the after-tax returns shown in the table are not relevant to you. Please note that after-tax returns are shown only for the Fund Shares and may differ for each share class.

5 | USAA Emerging Markets Fund

AVERAGE ANNUAL TOTAL RETURNS
For Periods Ended December 31, 2012
	Past	Past	Past
	1 Year	5 Years	10 Years
Emerging Markets Fund Shares
Return Before Taxes	12.61%	-3.19%	13.55%
Return After Taxes on Distributions	12.85%	-3.57%	13.10%
Return After Taxes on Distributions and Sale of Fund Shares	8.74%	-2.71%	12.23%
				Inception
	Past			Date
	1 Year			08/01/08
Emerging Markets Fund Institutional Shares
Return Before Taxes	12.95%			-0.06%

				Inception
	Past			Date
	1 Year			08/01/10
Emerging Markets Fund Adviser Shares
Return Before Taxes	12.19%			-1.61%

			Institutional
				Shares
				Inception
	Past	Past	Past	Date
	1 Year	5 Years	10 Years	08/01/08*
Indexes
MSCI Emerging Markets Index (reflects no deduction for fees, expenses, or taxes)	18.63%	-0.61%	16.88%	3.00%

Lipper Emerging Markets Funds Index (reflects no deduction for taxes)	20.08%	-1.48%	15.89%	2.30%

* The average annual total return for the MSCI Emerging Markets Index and Lipper Emerging Markets Funds Index from August 1, 2010 – the inception date of the Adviser Shares – through December 31, 2012, was 5.42% and 5.76%, respectively.

INVESTMENT ADVISER

USAA Asset Management Company (AMCO)

Prospectus | 6

SUBADVISER(S)

Lazard Asset Management (Lazard)

Victory Capital Management (Victory)

Brandes Investment Partners, L.P. (Brandes)

PORTFOLIO MANAGER(S)

Lazard

Jai Jacob, a Managing Director, is a portfolio manager/analyst on Lazard's Multi-Strategy team. Mr. Jacob has managed a portion of the Fund since October 2012.

James M. Donald, CFA, a Managing Director, is a portfolio manager/ analyst on Lazard’s Emerging Markets Equity team and Head of the Emerging Markets Group. Mr. Donald has managed a portion of the Fund since October 2012.

Stephen Marra, Senior Vice President, is a portfolio manager/analyst on Lazard's Multi-Strategy team, specializing in strategy research. Mr. Marra has managed a portion of the Fund since October 2013.

Victory

Margaret Lindsay is the CIO and Lead Portfolio Manager of Victory’s International and Emerging Markets Small Cap Equity Strategies. Ms. Lindsay has managed a portion of the Fund since October 2012.

Tiffany Kuo, CFA, is a Senior Portfolio Manager/Analyst on the Emerging Markets Small Cap strategy. Ms. Kuo has managed a portion of the Fund since October 2012.

Joshua Lindland, CFA, is a Senior Portfolio Manager/Analyst on the Emerging Markets Small Cap strategy. Mr. Lindland has managed a portion of the Fund since October 2012.

7 | USAA Emerging Markets Fund

Brandes

Doug Edman, CFA – Director, Investments at Brandes has managed a portion of the Fund since October 2012.

Chris Garrett, CFA, Institutional Portfolio Manager at Brandes has managed a portion of the Fund since October 2012.

Louis Lau, Director, Investments at Brandes has managed a portion of the Fund since October 2012.

Greg Rippel, CFA, Senior Analyst at Brandes has managed a portion of the Fund since October 2012.

Gerardo Zamorano, CFA, Director, Investments at Brandes has managed a portion of the Fund since October 2012.

PURCHASE AND SALE OF SHARES

Fund Shares:

·	Minimum initial purchase: $3,000

·	Minimum subsequent investment: $50

Institutional Shares:

The Institutional Shares are not offered for sale directly to the general public. The minimum initial purchase is $1 million; however, the Fund reserves the right to waive or lower purchase minimums of Institutional Shares in certain circumstances.

Adviser Shares :

Adviser Shares are available for investment through financial intermediaries. Your ability to purchase, exchange, redeem, and transfer shares will be affected by the policies of the financial intermediary through which you do business. The minimum initial purchase is $3,000; however, financial intermediaries may require their clients to meet different investment minimums.

Prospectus | 8

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

9 | USAA Emerging Markets Fund

USAA Asset Management Company (AMCO) manages this Fund. For easier reading, AMCO may be referred to as “we” or “us” throughout the prospectus.

INVESTMENT OBJECTIVE

n What is the Fund’s investment objective?

Capital appreciation. The Fund’s Board of Trustees (the Board) may change this investment objective without shareholder approval.

PRINCIPAL INVESTMENT STRATEGY

n What is the Fund’s principal investment strategy?

The Fund normally invests at least 80% of its assets in equity securities of emerging market companies. This 80% policy may be changed upon at least 60 days’ written notice to shareholders.

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.

We believe that attractive investment opportunities exist in many emerging markets. Investing a person’s assets solely in an emerging markets fund may not be suitable for everyone. For those who are willing to accept higher risk and volatility, including the Fund in a well-diversified portfolio, while not guaranteed or assured, could enhance overall portfolio returns. The Fund combines the advantages of a diversified investment in emerging markets with the convenience and liquidity of a mutual fund based in the United States. In pursuing these aims, the Fund may implement its views through the use of exchange-traded funds (ETFs) that invest in emerging market securities.

n What is an “emerging market company”?

An issuer is an emerging market company if:

v	It is organized under the laws of an emerging market country (as defined below);

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v	The principal trading market for its stock is in an emerging market country; or

v	At least 50% of its revenues or profits are derived from operations within emerging market countries or at least 50% if its assets are located within emerging market countries.

n What countries are considered emerging markets countries?

For our purposes, emerging market countries are all countries of the world excluding the following countries and markets, which are referred to as developed countries:

ASIA: Australia, Hong Kong Special Administrative Region, Japan, Singapore, New Zealand

AMERICAS: Canada, the United States

AFRICA/MIDDLE EAST : Israel

EUROPE: Austria, Belgium, Denmark, Finland, France, Germany, Greece, Holland, Ireland, Italy, Luxembourg, Norway, Portugal, Spain, Sweden, Switzerland, the United Kingdom

n What are the characteristics of the economic and political systems of emerging market countries?

The economic and political systems of emerging market countries can be described as possessing two or more of the following characteristics:

v	The countries in which these stock markets are found have a less developed economy than the developed countries.

v	Economies of these countries may be undergoing rapid growth or some major structural change, such as a change in economic systems, rapid development of an industrial or value-added economic sector, or attainment of significantly better terms of trade for primary goods, to name a few examples.

v	Economic growth rates are higher, or potentially higher, than developed countries.

v	Economies of these countries may be benefitting from the rapid growth of neighboring countries and/or may be significantly influenced by growth of demand in the developed markets.

v	Personal income levels and consumption are generally lower than those in developed countries, but may be growing at a faster rate.

11 | USAA Emerging Markets Fund

v	The political system may be less stable than the developed countries listed above.

n Will the Fund’s assets be invested in any other securities?

The Fund may invest up to 20% of its net assets in equity securities of selected issuers that have favorable growth prospects, but are not organized or otherwise situated in emerging markets, and short-term sovereign debt securities of emerging market countries.

The Fund also may invest its assets in public and private sector debt and fixed-income instruments of emerging market issuers, including exchange-traded notes (ETNs), and equity-linked structured notes, which are believed to have the potential for significant capital appreciation (due, for example, to its assessment of prospects for an issuer or the issuer’s domicile country), without regard to any interest or dividend yields payable pursuant to such securities. These latter investments may be considered to be speculative in nature.

To provide liquidity to pay redemptions and fees, the Fund may invest its assets in short-term debt securities, money market instruments, stock index futures, and options. The Fund generally will not use these derivative instruments for speculative purposes or as leveraged investments that magnify the gains or losses of an investment. These instruments tend to reduce transaction costs or add value when they are favorably priced.

n Will the Fund’s assets be invested in illiquid securities?

The Fund may invest up to 15% of its net assets in illiquid securities, which generally are securities that the Fund cannot expect to sell or dispose of in the ordinary course of business within seven days at approximately the value ascribed to such securities.

n Are there any restrictions as to the types of businesses or operations of companies in which the Fund’s assets may be invested?

No, there are no restrictions except that the Fund may not invest more than 25% of its total assets in any one industry. Additionally, the Fund’s investments will be diversified in four or more countries.

n How are the decisions to buy and sell securities made?

With respect to the portion of the Fund managed by Lazard, Lazard has expertise in managing relative value and relative growth emerging

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markets equity strategies and may allocate assets to either of those strategies. In the emerging markets relative value strategy, assets are invested in companies that Lazard believes are undervalued based on their earnings, cash flow or asset values. In the emerging markets relative growth strategy, Lazard employs a relative growth investment philosophy that is based on value creation through the process of bottom-up stock selection. The philosophy is implemented by assessing the trade-off between forward earnings growth rates and valuations for an individual security. Lazard’s approach consists of an analytical framework, accounting validation, fundamental analysis, and portfolio construction parameters.

Lazard will make allocation decisions between the relative value and relative growth strategies based on quantitative and qualitative analysis through proprietary software models. Quantitative analysis includes, among others, statistical analysis of portfolio risks, factor dependencies and trading tendencies. Qualitative analysis includes, among others, analysis of the global economic environment as well as internal and external research on individual securities, portfolio holdings, attribution factors, behavioral patterns, and overall market views and scenarios.

With respect to the portion of the Fund managed by Victory, Victory believes that over a full market cycle greater returns can be achieved with lower fundamental risk by investing in companies that operate in industries and provide products and services that have sound and improving prospects going forward Victory looks for high-quality and exceptionally dynamic companies, with a focus on those operating in industries offering attractive investment opportunities as a result of changes to longer-term trends. Victory seeks to find the companies with the highest probability of achieving success through industry-leading proprietary products and services, sustainable margins, and strong balance sheets. Valuation analysis is then conducted to determine whether the company’s stock is undervalued. Although portfolio country and sector weightings are the result of bottom-up stock selection, for the purposes of diversification and risk control, a broad country and industry representation is sought in the portfolio. Specific reasons to sell a stock include: full valuation realized; reasons for purchase changed; company unable to sustain a competitive advantage; anticipated deterioration in fundamentals; loss of confidence in management; or a stock is displaced by better opportunities.

13 | USAA Emerging Markets Fund

With respect to the portion of the Fund managed by Brandes, Brandes uses the principles of value investing to analyze and select equity securities for the Fund. When buying equity securities, Brandes assesses the “intrinsic” value of a company based on measurable data such as a company's earnings, book value, and cash flow. By buying equity securities at what it believes are favorable prices relative to intrinsic value, Brandes looks for the potential for appreciation over the business cycle, and for a margin of safety against price declines. Brandes may sell a security when its price reaches a target set by Brandes or Brandes believes that other investments are more attractive.

TEMPORARY DEFENSIVE STRATEGY

RISKS

Derivatives Risk: The Fund may invest in futures and options and other types of derivatives. Risks associated with derivatives include the risk that the derivative is not well-correlated with the security, index, or currency to which it relates; the risk that derivatives used for risk management may not have the intended effects and may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk of interest rate movements; and the risk that the derivatives transaction could expose the Fund to the effects of leverage, which could increase the Fund’s exposure to the market and magnify potential losses. There is no guarantee that derivatives activities will be employed or that they will work, and their use could reduce potential returns or even cause losses to the Fund.

ETF Risk: The Fund may invest in shares of ETFs, which generally are investment companies that hold a portfolio of common stocks or debt securities designed to track the price performance and yield of a particular securities market index (or sector of an index). ETFs, as investment companies, incur their own management and other fees and expenses, such as trustees’ fees, operating expenses, registration fees,

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and marketing expenses, a proportionate share of which would be borne by the Fund. As a result, an investment by the Fund in an ETF could cause the Fund’s operating expenses to be higher and, in turn, performance to be lower than if it were to invest directly in the securities underlying the ETF. In addition, the Fund will be exposed indirectly to all of the risk of securities held by the ETFs.

v	Emerging Markets Risk : Investments in countries that are in the early stages of their industrial development involve exposure to economic structures that generally are less diverse and mature than those in the United States and to political systems that may be less stable.

v	Political Risk: Political risk includes a greater potential for coups d’etat, revolts, and expropriation by governmental organizations.

These risks are particularly heightened in this Fund due to the fact that within the universe of foreign investing, investments in emerging market countries are most volatile. Emerging market countries are less diverse and mature than other countries and tend to be politically less stable.

Geographic Concentration Risk: Because the Fund may invest a large percentage of its assets in issuers located in a single country, a small number of countries, or a particular geographic region, the Fund’s performance could be closely tied to the market, currency, economic, political, regulatory, geopolitical, or other conditions and developments in those countries or that region, and could be more volatile and risky than the performance of more geographically-diversified funds.

Liquidity Risk: Liquidity risk is the risk that the Fund’s investment generally cannot be disposed of in the ordinary course of business, seven days or less, at approximately the same value at which the Fund has valued the investment.

15 | USAA Emerging Markets Fund

Management Risk : Because the Fund is actively managed, it is subject to management risk, which is the possibility that the investment techniques and risk analyses used by the Fund’s manager(s) will not produce the desired results. There is no guarantee that the investment techniques and risk analyses used by the Fund’s manager(s) will produce the desired results. In addition, we operate under a “manager-of-managers” structure, which gives us the right, with the prior approval of the Fund’s Board and without shareholder approval, to change subadvisers. If we add or replace a subadviser of the Fund, the Fund could experience higher portfolio turnover and higher transaction costs than normal if the new subadviser realigns the portfolio to reflect its investment techniques and philosophy. A realignment of the Fund’s portfolio could result in higher capital gains and distributions, which could affect the tax efficiency of the Fund negatively.

Over-the-Counter (OTC) Risk: OTC transactions involve risk in addition to those incurred by transactions in securities traded on exchanges. OTC-listed companies may have limited product lines, markets, or financial resources. Many OTC stocks trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more volatile than exchange-listed stocks, and a Fund may experience difficulty in purchasing or selling these securities at a fair price.

Stock Market Risk: The equity securities in the Fund's portfolio are subject to stock market risk. A company’s stock price in general may decline over short or even extended periods regardless of the success or failure of a company’s operations. Stock markets tend to run in cycles, with periods when stock prices generally go up, and periods when stock prices generally go down. Equity securities tend to be more volatile than bonds.

ADDITIONAL INFORMATION

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PORTFOLIO HOLDINGS

The Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities are available in the Fund’s SAI, which is available upon request.

FUND MANAGEMENT

For our services, the Fund pays us an investment management fee, which is comprised of a base investment management fee and a performance adjustment. The base investment management fee, which is accrued daily and paid monthly, is equal on an annual basis to one percent (1.00%) of the Fund’s average net assets.

The performance adjustment is calculated separately for each class of shares of the Fund and will be added to or subtracted from the base investment management fee depending upon the performance of the respective share class relative to the performance of the Lipper Emerging Markets Funds Index, which tracks the total return performance of the 30 largest funds within this category. This category includes funds that seek long-term capital appreciation by investing at least 65% of total assets in emerging market equity securities, where “emerging market” is defined by a country’s GNP per capita or other economic measures.

The performance adjustment is calculated monthly by comparing the performance of the relevant share class to that of the Lipper Emerging Markets Funds Index over the performance period. The performance

17 | USAA Emerging Markets Fund

period for each share class consists of the current month plus the previous 35 months.

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 over-performance) or subtracted from (in the case of underperformance) the base investment management fee as referenced in the following chart:

OVER/UNDER PERFORMANCE A NNUAL ADJUSTMENT RATE

RELATIVE TO INDEX (IN BASIS POINTS AS A PERCENTAGE

(IN BASIS POINTS) 1 OF THE FUND’S AVERAGE NET ASSETS) 1

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

+/ – 100 to 400 +/ – 4

+/ – 401 to 700 +/ – 5

+/ – 701 and greater +/ – 6

Under the performance fee arrangement, the Fund will pay a positive performance fee adjustment for a performance period whenever the Fund outperforms the Lipper Emerging Markets Funds Index over that period, even if the Fund had overall negative returns during the performance period. For the fiscal year ended May 31, 2013, the performance adjustment subtracted from the base investment management fee of 1.00% for the Fund Shares by 0.06%, Institutional Shares by 0.02%, and Adviser Shares by 0.04%.

We have agreed, through October 1, 2014, to make payments or waive management, administration, and other fees to limit the expenses of the Fund’s Adviser Shares so that the total annual operating expenses (excluding commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 2.00% of the Adviser Shares’ average net assets. This reimbursement arrangement may not be changed or terminated during this time period without approval of the Board and may be changed or terminated by us at any time after October 1, 2014. If the total annual operating expense ratio of the Adviser Shares is lower than 2.00%, the Adviser Shares will operate at that lower expense ratio.

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The Fund uses a “manager-of-managers” structure. We are 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 the Fund’s assets. We monitor each subadviser’s performance through quantitative and qualitative analysis and periodically report to the Fund’s Board as to whether each subadviser’s agreement should be renewed, terminated, or modified. We also are responsible for allocating assets to the subadvisers. The allocation for each subadviser can range from 0% to 100% of the Fund’s assets, and we can change the allocations without shareholder approval.

We have entered into Investment Subadvisory Agreements with Lazard, Victory, and Brandes, under which Lazard, Victory, and Brandes provide day-to-day discretionary management of certain of the Fund’s assets in accordance with the Fund’s investment objective, policies, and restrictions, subject to the general supervision of the Board and AMCO.

Lazard, located at 30 Rockefeller Plaza, New York, New York 10112-6300, provides investment management services to client discretion-ary accounts with assets totaling approximately $147.3 billion as of June 30, 2013. Lazard is compensated directly by AMCO and not by the Fund.

Victory, located at 4900 Tiedeman Road, Cleveland, Ohio 44144, is an SEC-registered investment adviser with $20 billion in assets under management and advisement as of June 30, 2013, primarily for institutional clients. Through predecessor firms, Victory was founded in 1894, and is an independent firm with the senior management team, portfolio managers, and other employees owning a significant amount of the outstanding equity. Victory is compensated directly by AMCO and not by the Fund.

Brandes, located at 11988 El Camino Real, San Diego, California 92130, is 100% beneficially owned by senior professionals of the firm. As of June 30, 2013, firm-wide assets under management were $24.7 billion. Brandes is compensated directly by AMCO and not by the Fund.

In addition to providing investment management services, we also provide administration and servicing to the Fund. Our affiliate, USAA Shareholder Account Services (SAS), provides transfer agency services to the Fund. The Fund or the Fund’s transfer agent may enter into agreements with third parties (Servicing Agents) to pay such Servicing Agents for certain administrative and servicing functions. USAA Investment Management Company acts as the Fund's distributor.

19 | USAA Emerging Markets Fund

PORTFOLIO MANAGER(S)

Lazard

Jai Jacob , a Managing Director, is a portfolio manager/analyst on Lazard's Multi Strategy team. Mr. Jacob began working in the investment field in 1998 when he joined Lazard. He has managed a portion of the Fund since October 2012.

James M. Donald, CFA, a Managing Director, is a portfolio manager/ analyst on Lazard’s Emerging Markets Equity team and Head of the Emerging Markets Group. Prior to joining Lazard in 1996, Mr. Donald was a portfolio manager with Mercury Asset Management. Mr. Donald is a CFA charter holder. He has managed a portion of the Fund since October 2012.

Kevin O’Hare, CFA, a Managing Director, is a portfolio manager/ analyst on Lazard’s Developing Markets Equity team, focusing on the technology, health care, telecommunications, and consumer discretionary sectors. He began working in the investment field in 1991. Prior to joining Lazard in 2001, Mr. O’Hare was with Merrill Lynch and Moore Capital Management. Mr. O’Hare is a CFA charter holder. He has managed a portion of the Fund since October 2012.

Stephen Marra , CFA, is a Senior Vice President and Portfolio Manager/Analyst on the Lazard Multi Strategy team, specializing in strategy research. Prior to joining the Multi Strategy investment team, Stephen worked in Settlements, Fixed Income Risk and Quantitative Technology where he helped design and develop Lazard's proprietary trading and risk management systems. He began working in the investment field in 1999 upon joining Lazard. He has managed a portion of the Fund since October 2013.

Victory

Victory’s Emerging Markets Small Cap portfolio managers and analysts together constitute the decision-making body for the team with Margaret Lindsay, the CIO and lead portfolio manager of the strategy, having final authority for the team.

Margaret Lindsay is the CIO and Lead Portfolio Manager of Victory's International and Emerging Markets Small Cap Equity Strategies. She joined Victory in 2006 following 25 years' prior investment experience. Ms. Lindsay is the originator of the team’s investment philosophy, the

Prospectus | 20

architect of the process, and lead portfolio manager for the strategy. She has managed a portion of the Fund since October 2012.

Tiffany Kuo, CFA, is a Senior Portfolio Manager/Analyst on the Emerging Markets Small Cap strategy. Ms. Kuo leads smaller cap research for markets in Asia, with a special focus on Japan and Greater China, as well as guiding Victory’s work on the technology sectors in Asia. She joined Victory in 2006 following four years' prior investment experience. She has managed a portion of the Fund since October 2012.

Joshua Lindland, CFA, is a Senior Portfolio Manager/Analyst on the Emerging Markets Small Cap strategy. Mr. Lindland is responsible for research in Southern Europe, Benelux, Latin America, and Canada. He also is responsible for leading research in the financial sector as well as providing quantitative and portfolio construction support across Victory’s international and emerging markets small cap strategies. He joined Victory in 2006 following eight years' prior investment experience. He has managed a portion of the Fund since October 2012.

Brandes

All investment decisions for the portion of the Fund managed by Brandes are the responsibility of the Brandes’ Emerging Markets Investment Committee. The voting members of the committee are the following:

Douglas C. Edman, CFA, Director of Investments, is a Senior Analyst and a member of the Emerging Markets Investment Committee at Brandes. He performs research in the oil & gas industry. He has worked for Brandes since 1995 and has 23 years of investment experience. Education: B.S. in chemical engineering, University of Southern California, and an M.B.A. in finance, Wharton Business School at the University of Pennsylvania. Mr. Edman is a member of the CFA Society of San Diego. He has managed a portion of the Fund since October 2012.

Christopher J. Garrett, CFA, is an Institutional Portfolio Manager and a member of the Brandes' Emerging Markets Investment Committee. He also serves as a Product Coordinator for the Emerging Markets Portfolio. He has worked for Brandes since 2000 and has 21 years of investment experience. Education: B.S. in finance, Arizona State University, and an M.B.A., Columbia University’s Columbia Business School. He has managed a portion of the Fund since October 2012.

21 | USAA Emerging Markets Fund

Louis Y. Lau , Director of Investments, is a Senior Analyst on the Financial Institutions Research Team at Brandes. In addition, he is a member of the Emerging Markets Investment Committee. He has worked for Brandes since 2004 and has 15 years of investment experience. Education: B.B.A in finance with merit, the National University of Singapore and attended the University of Michigan (Ann Arbor) and New York University, and an M.B.A. with honors in finance and accounting, Wharton School at the University of Pennsylvania. He has managed a portion of the Fund since October 2012.

Greg Rippel is a Senior Analyst on the Consumer Products Team and is responsible for fundamental research on companies in several consumer-related industries at Brandes. He also is a member of the firm's Emerging Markets Investment Committee. He has worked for Brandes since 2001. Mr. Rippel is a Certified Public Accountant and has 18 years of accounting, finance, and investment experience. Education: B.A. in business economics, University of California, Santa Barbara, and an M.B.A., McCombs School of Business at the University of Texas at Austin. He has managed a portion of the Fund since October 2012.

Gerardo Zamorano, CFA, is a Director of Investments and leads the research efforts in the telecommunications sector at Brandes. He is a member of the Emerging Markets Investment Committee. He has worked for Brandes since 1999 and has 17 years of investment experience. Education: B.S.E., magna cum laude, Wharton School of Business of the University of Pennsylvania, and an M.B.A., Kellogg Graduate School of Management of Northwestern University. He has managed a portion of the Fund since October 2012.

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

CHANGE OF SUBADVISERS

We have received an exemptive order from the Securities and Exchange Commission (SEC) that permits us, subject to certain conditions, including prior approval of the Fund’s Board, to appoint and replace subadvisers, enter into subadvisory agreements, and amend subadvisory agreements on behalf of the Fund without shareholder approval. As a result, we can change the fee rate payable to a subadviser or appoint a new subadviser at a fee rate different than that paid to the current subadviser, which in turn may result in a different

Prospectus | 22

fee retained by AMCO. We will notify shareholders within 90 days after hiring any new subadviser for the Fund.

PURCHASES

You may purchase shares directly from the Fund or through certain financial intermediaries as described below.

OPENING AN ACCOUNT WITH THE FUND

As required by federal law, we must obtain certain information from you prior to opening an account with us. If we are unable to verify your identity, we may refuse to open your account, or we may open your account and take certain actions without prior notice to you, including restricting account transactions pending verification of your identity. If we subsequently are unable to verify your identity, we may close your account and return to you the value of your shares at the next calculated net asset value (NAV). We prohibit opening accounts for, including but not limited to, foreign financial institutions, shell banks, correspondent accounts for foreign shell banks, and correspondent accounts for foreign financial institutions. A “foreign shell bank” is a foreign bank without a physical presence in any country. A “correspondent account” is an account established for a foreign bank to receive deposits from, or to make payments or other disbursements on behalf of, the foreign bank, or to handle other financial transactions related to such foreign bank.

TAXPAYER IDENTIFICATION NUMBER

23 | USAA Emerging Markets Fund

PURCHASING SHARES

Fund Shares:

The Fund Shares are a separate share class of the Fund and are not a separate mutual fund. You may open an account with us and purchase Fund Shares on the Internet, by telephone, by mail, or through a third-party intermediary. Fund Shares also are available through USAA Brokerage Services and certain financial intermediaries, as described below.

To purchase Fund Shares through your USAA brokerage account, please contact USAA Brokerage Services directly. These shares will become part of your USAA brokerage account and will be subject to the USAA Brokerage Services’ applicable policies and procedures. Additional fees also may apply.

If Fund Shares are purchased through a retirement account or an investment professional ( e.g., financial intermediary), the policies and procedures on these purchases may differ from those discussed in this prospectus. Additional fees also may apply to your investment in the Fund, including a transaction fee, if you buy or sell shares of the Fund through a broker or other investment professional. For more information on these fees, check with your investment professional.

Institutional Shares:

The Institutional Shares are a separate share class of the Fund and are not a separate mutual fund. 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, for purchase by a USAA Fund participating in a fund-of-funds investment strategy as well as other persons or legal entities that the Fund may approve from time to time.

Adviser Shares:

The Adviser Shares are a separate share class of the Fund and are not a separate mutual fund. The Adviser Shares are available for invest-ment through financial intermediaries, including banks, broker-dealers, insurance companies, investment advisers, plan sponsors, and financial professionals that provide various administrative and distribution services.

Prospectus | 24

Your ability to purchase, exchange, redeem, and transfer shares will be affected by the policies of the financial intermediary through which you do business. Some policy differences may include: minimum investment requirements, exchange policies, fund choices, cutoff time for invest-ments, and trading restrictions.

In addition, your financial intermediary may charge a transaction or other fee for the purchase or sale of Adviser Shares. Those charges are retained by the financial intermediary and are not shared with us. Please contact your financial intermediary or plan sponsor for a complete description of its policies.

Copies of the Fund's annual report, semiannual report, and statement of additional information are available from your financial intermediary or plan sponsor.

MINIMUM INITIAL PURCHASE

Fund Shares:

$3,000. However, the Fund reserves the right to waive or lower purchase minimums Fund Shares in certain circumstances.

Institutional Shares:

$1 million. However, the Fund reserves the right to waive or lower purchase minimums of Institutional Shares in certain circumstances.

Adviser Shares:

$3,000. Financial intermediaries may require their clients to meet different investment minimums.

ADDITIONAL PURCHASES

Fund Shares:

$50 minimum per transaction, per account . Employees of USAA and its affiliated companies may make additional purchases through payroll deduction for as little as $25 per pay period.

Institutional Shares:

There is no subsequent purchase minimum for investment in the Institutional Shares of the Fund through any applicable discretionary managed account or similar investment program and/or certain other USAA affiliated product.

Adviser Shares :

There is no subsequent purchase minimum for financial intermediaries or employer-sponsored retirement plans, but financial intermediaries,

25 | USAA Emerging Markets Fund

including but not limited to banks, broker-dealers, insurance companies, investment advisers, plan sponsors, and financial professionals that provide various administrative and distribution services, may require their clients to meet different subsequent purchase requirements.

Contact your financial intermediary for trade deadlines and the applicable procedures for purchasing, selling, or exchanging your shares as well as initial and subsequent investment minimums.

EFFECTIVE DATE OF PURCHASE

When you make a purchase, your purchase price will be the NAV per share next determined after we or the financial intermediary receive your request in proper form ( e.g., complete, signed application and payment). The Fund’s NAV for each share class is determined as of the close of the regular trading session (generally 4 p.m. Eastern time) of the New York Stock Exchange (NYSE) each day it is open for trading. If we or the financial intermediary receive your purchase request in proper form prior to that time, your purchase price will be the NAV per share determined for that day. If we or the financial intermediary receive your purchase request in proper form after that time, the purchase will be the NAV per share calculated as of the close of the next regular trading session of the NYSE.

The Fund or the Fund's transfer agent may enter into agreements with Servicing Agents, which hold Fund shares, Institutional shares, or Adviser shares in omnibus accounts for their customers, under which the Servicing Agents are authorized to receive orders for shares of the Fund on the Fund’s behalf. Under these arrangements, the Fund will be deemed to have received an order when an authorized Servicing Agent receives the order. Accordingly, customer orders will be priced at the Fund’s NAV next computed after they are received by an authorized Servicing Agent even though the orders may be transmitted to the Fund by the Servicing Agent after the time the Fund calculates its NAV.

PAYMENT

Prospectus | 26

REDEMPTIONS

The Fund may elect to suspend the redemption of shares or postpone the date of payment in limited circumstances ( e.g., if the NYSE is closed or when permitted by order of the SEC).

REDEEMING SHARES

Fund Shares:

If you have an account with us, you may redeem Fund Shares by Internet, by telephone, by mail, or through your financial intermediary on any day the NAV per share is calculated. Fund Share redemptions will receive a redemption price of the NAV per share next determined after we receive your request in proper form. If we receive your redemption request in proper form prior to the close of the NYSE's regular trading session (generally 4 p.m. Eastern time), your redemption price will be the NAV per share determined for that day.

If we receive the redemption request after that time, the redemption price will be the NAV per share calculated as of the close of the next regular trading session of the NYSE.

Telephone redemption privileges are established automatically when you complete your application. The Fund has undertaken certain authentication procedures regarding telephone transactions and will employ reasonable procedures to confirm that instructions communi-cated by telephone are genuine. Before any discussion regarding your account, we will obtain certain information from you to verify your identity. Additionally, your telephone calls may be recorded or monitored, and confirmations of account transactions are sent to the address of record or by electronic delivery to your designated e-mail address.

27 | USAA Emerging Markets Fund

or check will be sent after the EFT or check has cleared, which could take up to seven days from the purchase date.

If Fund Shares are held in your USAA brokerage account, please contact USAA Brokerage Services regarding redemption policies. These shares are part of your USAA brokerage account, and any redemption request received in proper form prior to the close of the NYSE (generally 4 p.m. Eastern time) will receive the NAV per share determined for that day, subject to the USAA Brokerage Services’ applicable policies and procedures.

If Fund Shares are held in your account with another financial intermediary, please contact your financial intermediary regarding redemption policies. Generally, any redemption request you place with your financial intermediary in proper form prior to the close of the NYSE (generally 4 p.m. Eastern time) will receive the NAV per share determined for that day, subject to the financial intermediary's applicable policies and procedures.

Institutional Shares:

Redemptions of Institutional Shares will receive a redemption price of the NAV per share next determined after we receive the request in proper form. If we receive the redemption request in proper form prior to the close of the NYSE's regular trading session (generally 4 p.m. Eastern time), the redemption price will be the NAV per share deter-mined for that day. If we receive the redemption request after that time, the redemption price will be the NAV per share calculated as of the close of the next regular trading session of the NYSE. We will send your money within seven days after the effective date of redemption .

Adviser Shares:

Check with your financial intermediary for its policies on redemptions. Adviser Shares purchased through a financial intermediary should be redeemed through the financial intermediary. Normally, the Fund transmits proceeds to intermediaries for redemption orders received in proper form on the next business day after receipt. Under certain circumstances and when deemed to be in the Fund’s best interests, proceeds may not be sent to intermediaries for up to seven days after receipt of the redemption order.

Prospectus | 28

CONVERTING SHARES

CONVERTING FROM INSTITUTIONAL SHARES INTO FUND SHARES

If you no longer meet the eligibility requirements to invest in Institutional Shares of a Fund ( e.g., you terminate participation in a USAA discretionary management account program), we may convert your Institutional Shares of the Fund into Fund Shares. The Fund will notify you before any mandatory conversion into Fund Shares occurs.

CONVERTING FROM ADVISER SHARES INTO FUND SHARES

If you hold Adviser Shares of a Fund through an account maintained with another financial institution and subsequently transfer your shares into an account established with the Fund’s transfer agent or into your USAA brokerage account, we may convert your Adviser Shares of the Fund into Fund Shares.

PRICING

When a conversion occurs, you receive shares of one class of a Fund for shares of another class of the same Fund. At the time of conversion, the dollar value of the “new” shares you receive equals the dollar value of the “old” shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes. A conversion between share classes of the same fund is a nontaxable event.

EXCHANGES

For federal income tax purposes, an exchange between funds is a taxable event unless you hold the shares in a tax-deferred account or are a tax-exempt investor; as such, you may realize a capital gain or loss. Such capital gains or losses are based on the difference between your basis in the exchanged shares and the price of the shares when they are exchanged. See Taxes for information regarding basis election and reporting.

29 | USAA Emerging Markets Fund

EXCHANGE PRIVILEGE

The exchange privilege is automatic when you complete your application with us. You may exchange shares among funds in the USAA family of funds, provided the shares to be acquired are offered in your state of residence. The Fund, however, reserves the right to terminate or change the terms of an exchange offer.

If shares of the Fund are held through a retirement account or an investment professional ( i.e., financial intermediary), the policies and procedures on an exchange may differ from those discussed in this prospectus. Additional fees also may apply to your investment in the Fund, including a transaction fee, if you buy, sell, or exchange shares of the Fund through a broker or other investment professional. For more information on these fees, check with your investment professional.

OTHER IMPORTANT INFORMATION ABOUT PURCHASES, REDEMPTIONS, AND EXCHANGES

CONTACTING USAA

The following features may be available to you to purchase, redeem, and exchange Fund Shares you hold in a USAA mutual fund account with us.

Prospectus | 30

Internet Access – usaa.com

Mobile Access – mobile.usaa.com

n	Review account information and make most account transactions.

USAA Self-Service Telephone System (800) 531-USAA (8722)

n	Access account information and make most account transactions. This service is available with an ESA and EFT Buy/Sell authorization on file.

Telephone

n	Call toll free (800) 531-USAA (8722) Monday – Friday, 7:30 a.m. to 8 p.m. Central time and Saturday, 8 a.m. to 5 p.m. Central time to speak with a member service representative.

Fax

n	Send a signed fax with your written redemption instructions to (800) 292-8177. In certain instances we may require a signature from all owners associated with an account.

Mail

n	If you would like to open an account or request a redemption by mail, send your application and check or written instructions to:

Regular Mail:

USAA Investment Management Company

P.O. Box 659453

San Antonio, TX 78265-9825

Registered or Express Mail:

USAA Investment Management Company

9800 Fredericksburg Road

San Antonio, TX 78240

31 | USAA Emerging Markets Fund

Bank Wire

n	To add to your account or request a redemption by bank wire, visit us at usaa.com or call (800) 531-USAA (8722) for instructions. This helps to ensure that your account will be credited or debited promptly and correctly.

Electronic Funds Transfer

n	Additional purchases on a regular basis may be deducted electronically from a bank account, paycheck, income-producing investment, or USAA money market fund account. Sign up for these services when opening an account or log on to usaa.com or call (800) 531-USAA (8722) to add them.

DISTRIBUTION FEES

The Fund may apply a distribution fee to all full IRA distributions, except for those due to death, disability, divorce, or transfer to other USAA lines of business. Partial IRA distributions are not charged a distribution fee.

ACCOUNT BALANCE

REDEMPTION FEES

The Fund may charge a 1.00% fee on Adviser Shares redeemed before they have been held for more than 60 days. The fee applies if you redeem Adviser Shares by selling or by exchanging to another fund. Shares you have held the longest will be redeemed first. The redemption fee may be waived in certain circumstances, including in situations involving hardship, mandatory or systematic actions, and in other circumstances as further described in the Fund's SAI.

Prospectus | 32

to ensure that short-term investors pay their share of the Fund's transaction costs and that long-term investors do not subsidize the activities of short-term traders.

EXCESSIVE SHORT-TERM TRADING

term trading without needlessly penalizing bona fide investors.

To deter such trading activities, the USAA Funds’ policies and procedures state that:

n	Each fund reserves the right to reject any purchase order, including an exchange, that it regards as disruptive to the efficient management of the particular fund.

33 | USAA Emerging Markets Fund

THE USAA FUNDS’ RIGHT TO REJECT PURCHASE AND EXCHANGE ORDERS AND LIMIT TRADING IN ACCOUNTS

The USAA Funds’ main safeguard against excessive short-term trading is their right to reject purchase or exchange orders if in the best interest of the affected fund. In exercising this discretion to reject purchase and exchange orders, the USAA Funds deem that certain excessive short-term trading activities are not in the best interest of the fund because such activities can hamper the efficient management of the fund. Generally, persons who engage in an “in and out” (or ”out and in”) transaction within a 30-day period will violate the USAA Funds’ policy if they engage in another “in and out” (or “out and in”) trans-action in the same fund within 90 days. The USAA Funds also reserve the right to restrict future purchases or exchanges if an investor is classified as engaged in other patterns of excessive short-term trading, including after one large disruptive purchase and redemption or exchange. Finally, the USAA Funds reserve the right to reject any other purchase or exchange order in other situations that do not involve excessive short-term trading activities if in the best interest of a fund.

The following transactions are exempt from the excessive short-term trading activity policies described above:

n	Transactions in the money market funds, Short-Term Bond Fund, Ultra Short-Term Bond Fund, and Tax Exempt Short-Term Fund;

n	Purchases and sales pursuant to automatic investment or withdrawal plans;

n	Purchases and sales made through USAA Managed Portfolios – UMP TM , USAA 529 College Savings Plan TM , USAA Federal Savings Bank Trust Department, or other designated USAA managed investment accounts;

n	Purchases and sales of the Institutional Shares by the Target Retirement Funds, Cornerstone Conservative Fund and/or Cornerstone Equity Fund; and

n	Other transactions that are not motivated by short-term trading considerations if they are approved by transfer agent management personnel and are not disruptive to a fund.

Prospectus | 34

and can include warnings to cease such activity and/or restrictions or termination of trading privileges in a particular fund or all USAA Funds.

35 | USAA Emerging Markets Fund

Because of the increased costs to review underlying trading informa-tion, the USAA Funds will not enter into agreements with every financial intermediary that operates an omnibus account. The USAA Funds or their transfer agent could decide to enter into such contracts with financial intermediaries for all funds or particular funds and can terminate such agreements at any time.

OTHER FUND RIGHTS

The Fund reserves the right to:

n	Reject or restrict purchase or exchange orders when in the best interest of the Fund;

n	Limit or discontinue the offering of shares of the Fund without notice to the shareholders;

n	Calculate the NAV per share and accept purchase, exchange, and redemption orders on a business day that the NYSE is closed;

n	Require a signature guarantee for transactions or changes in account information in those instances where the appropriateness of a signature authorization is in question (the SAI contains information on acceptable guarantors);

n	Redeem an account with less than $250, with certain limitations; and

n	Restrict or liquidate an account when necessary or appropriate to comply with federal law.

MULTIPLE CLASS INFORMATION

The Fund is comprised of multiple classes of shares. Each class shares the Fund’s investment objective and investment portfolio. The classes have different fees, expenses and/or minimum investment require-ments. The difference in the fee structures between the classes is the result of their separate arrangements for shareholder and distribution services and performance fee arrangements. It is not the result of any difference in advisory or custodial fee rate schedules or other expenses related to the management of the Fund's assets, which do not vary by class.

Except as described below, the share classes have identical voting, dividend, liquidation and other rights, preferences, terms and condi-

Prospectus | 36

tions. The primary differences between the classes are (a) each class may be subject to different expenses specific to that class; (b) each class has a different identifying designation or name; (c) each class has exclusive voting rights with respect to matters solely affecting that class; and (d) each class may have different purchase, exchange, and redemption privileges.

SERVICE, DISTRIBUTION, AND ADMINISTRATIVE FEES

Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan to pay certain expenses associated with the distribution of their shares out of fund assets. The Adviser Shares offered by this prospectus are subject to a 12b-1 plan. Under the plan, the Adviser Shares of the Fund pay annual fees of 0.25% of the Fund’s average net assets attributable to the Adviser Shares to the distributor for distribution and individual shareholder services, including past distribution services. The distributor pays all or a portion of such fees to financial intermediaries that make the Adviser Shares available for investment by their customers. Because these fees may be used to pay for services that are not related to prospective sales of the Fund, the Adviser Shares may continue to make payments under the plan even if the Fund terminates the sale of Adviser Shares to investors. Because these fees are paid out of

the Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. For additional information about the plan and its terms, see Multiple Class Information in the SAI.

ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES

37 | USAA Emerging Markets Fund

by such financial intermediaries; (2) shareholder services, such as providing individual and custom investment advisory services to clients of the financial intermediaries; and (3) marketing and promotional services, including business planning assistance, educating personnel about the Fund, and sponsorship of sales meetings, which may include covering costs of providing speakers. The distributor may sponsor seminars and conferences designed to educate financial intermediaries about the Fund and may cover the expenses associated with attendance at such meetings, including travel costs. These payments and activities are intended to educate financial intermediaries about the Fund and help defray the costs associated with offering the Fund. These payments may create a conflict of interest by influencing the financial intermediary to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information. The amount of any payments described by this paragraph is determined by us or the distributor, and all such amounts are paid out of the available assets of the advisor and distributor and do not affect the total expense ratio of the Fund.

SHAREHOLDER INFORMATION

SHARE PRICE CALCULATION

The price at which you purchase and redeem shares of the Fund is equal to the NAV per share determined on the effective date of the purchase or redemption. The NAV per share is calculated by adding the value of the Fund’s assets ( i.e., the value of its investment in the Fund and other assets), deducting liabilities, and dividing by the number of shares outstanding. Shares of the Fund may be purchased and sold at the NAV per share without a sales charge. The Fund’s NAV per share is calculated as of the close of the NYSE (generally 4 p.m. Eastern time) each day that the NYSE is open for regular trading. The NYSE is closed on most national holidays and Good Friday.

VALUATION OF SECURITIES

Portfolio securities, including ETFs, exchange traded notes (ETNs), and equity-linked structured notes, except as otherwise noted, traded primarily on domestic securities exchanges or the Nasdaq over-the-counter markets are valued at the last sales price or official closing price on the exchange or primary market on which they trade. Portfolio securities traded primarily on foreign securities exchanges or markets are valued at the last quoted sales price, or the most recently deter-

Prospectus | 38

mined 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.

Debt securities with maturities greater than 60 days are valued each business day by a pricing service approved by the Board. Debt securities purchased with original or remaining maturities of 60 days or less may be valued at amortized cost, which approximates market value. Repurchase agreements are valued at cost.

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 NAV may not take place at the same time the prices of certain foreign securities held by the Fund are determined. In most cases, events affecting the values of foreign securities that occur between the time of their last quoted sales or official closing prices and the close of normal trading on the NYSE on a day the Fund’s NAV is calculated will not be reflected in the value of the Fund’s foreign securities. However, we and the subadvisers will monitor for events that would materially affect the value of the Fund’s foreign securities. The subadvisers have agreed to notify us of significant events they identify that may materially affect the value of the Fund’s foreign securities. If we determine that a particular event would materially affect the value of the Fund’s foreign securities, then we, under valuation procedures approved by the Board, will consider such available information that we deem relevant to determine a fair value for the affected foreign securities. In addition, the Fund may use information from an external vendor or other sources to adjust the foreign market closing prices of foreign equity securities to reflect what the Fund believes to be the fair value of the securities as of the close of the NYSE. Fair valuation of affected foreign equity securities may occur frequently based on an assessment that events which occur on a fairly regular basis (such as U.S. market movements) are significant.

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

Futures contracts are valued based upon the last quoted sales price at the close of market on the principal exchange on which they are traded.

39 | USAA Emerging Markets Fund

Option contracts are valued by a pricing service at the National Best Bid/Offer (NBBO) composite price, which is derived from the best available bid and ask prices in all participating options exchanges determined to most closely reflect market value of the options at the time of computation of the Fund’s NAV.

For additional information on how securities are valued, see Valuation of Securities in the Fund’s SAI.

DIVIDENDS AND OTHER DISTRIBUTIONS

The Fund pays net investment income dividends annually. Ordinarily, any net realized capital gains are distributed in December of each year. The Fund may make additional distributions to shareholders when considered appropriate or necessary. For example, the Fund could make an additional distribution to avoid the imposition of any federal income or excise taxes.

Prospectus | 40

purchasing shares of the Fund shortly before any distribution. Some or all distributions may be subject to taxes. The Fund will invest in your account, at the current NAV per share, any distribution payment returned to the Fund by your financial institution.

TAXES

The following tax information is quite general and refers to the federal income tax law in effect as of the date of this prospectus.

n Treatment of the Fund

The Fund, which is treated as a separate corporation for federal tax purposes, has qualified for each past taxable year, and intends to continue to qualify, for treatment as a "regulated investment company” under the Code. By doing so, it (but not its shareholders) will be relieved of federal income tax on the part of its investment company taxable income (consisting generally of taxable net investment income, the excess, if any, of net short-term capital gain over net long-term capital loss (net short-term capital gain), and net gains and losses from certain foreign currency transactions, if any, all determined without regard to any deduction for dividends paid) and net capital gain ( i.e., the excess of net long-term capital gain over net short-term capital loss) that it distributes to its shareholders.

n Shareholder Taxation

Distributions that shareholders receive from the Fund are subject to federal income tax and may be subject to state and/or local taxes. Dividends and distributions of net short-term capital gain are taxable to you as ordinary income, whether received in cash or reinvested in additional shares of the Fund. A portion of the Fund's dividends may qualify for the 70% dividends-received deduction available to corporations and for the lower maximum federal income tax rates applicable to "qualified dividend income" of individuals and certain other non-corporate shareholders (each, an individual shareholder) who satisfy certain holding period and other restrictions with respect to their shares held in the Fund -- a maximum of 15% for a single shareholder with taxable income not exceeding $400,000 ($450,000 for married shareholders filing jointly) and 20% for those individual shareholders with taxable income exceeding those respective amounts (which will be adjusted for inflation annually after 2013).

Regardless of the length of time you have held shares of the Fund, distributions of net capital gain that the Fund realizes are taxable to

41 | USAA Emerging Markets Fund

you as long-term capital gains, whether received in cash or reinvested in additional shares of the Fund. Those distributions to individual shareholders will qualify for the 15% and 20% maximum income tax rates described above.

n Foreign Taxes

Dividends and interest the Fund receives, and gains it realizes, on foreign securities may be subject to income, withholding, or other taxes foreign countries and U.S. possessions impose (collectively foreign taxes) that would reduce the yield and/or total return on its invest-ments. Tax conventions between certain countries and the United States may reduce or eliminate foreign taxes, however, and many

Prospectus | 42

foreign countries do not impose taxes on capital gains in respect of investments by foreign investors.

If more than 50% of the value of the Fund’s total assets at the close of any taxable year consists of securities of foreign corporations, the Fund may file an election with the IRS (the Foreign Election) that would permit you to take a credit (or a deduction) for foreign taxes paid by the Fund. If the Foreign Election is made, you would include in your gross income both dividends you received from the Fund and the amount of your proportionate share of those foreign taxes. As a shareholder of the Fund, you would be entitled to treat your share of the foreign taxes paid as a credit against your federal income tax, subject to the limitations set forth in the Code with respect to the foreign tax credit generally. Alternatively, you could, if it were to your advantage, treat the foreign taxes paid by the Fund as an itemized deduction in computing your taxable income rather than as a tax credit. It is anticipated that the Fund will make the Foreign Election, in which event it will report to you shortly after each taxable year your share of the foreign taxes it paid and its foreign-source income.

n Withholding

n Underreports dividend or interest income, or

n Fails to certify that he or she is not subject to backup withholding.

Backup withholding is not an additional tax, and any amounts so withheld may be credited against a shareholder's federal income tax liability or refunded. To avoid this withholding requirement, you must certify, on your application or on a separate IRS Form W-9 supplied by the Fund’s transfer agent, that your taxpayer identification number is correct and you currently are not subject to backup withholding.

43 | USAA Emerging Markets Fund

n Reporting

The Fund will report information to you annually concerning the tax status of dividends and other distributions for federal income tax purposes . In addition, the Fund (or its administrative agent) must report to the IRS and furnish to its shareholders the basis information for Covered Shares and indicate whether they had a short-term (one year or less) or long-term (more than one year) holding period. Fund shareholders should consult with their tax adviser to obtain more information about how the basis reporting law applies to them .

SHAREHOLDER MAILINGS

n Householding

n Electronic Delivery

Log on to usaa.com and sign up to receive your statements, confirmations, financial reports, and prospectuses electronically instead of through the mail.

Prospectus | 44

FINANCIAL HIGHLIGHTS

The following financial highlights tables are intended to help you understand the financial performance of the Fund Shares, Institutional Shares, and Advisers Shares for the Fund over the past five years or since inception. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor in Fund Shares, Institutional Shares, or Adviser Shares would have earned (or lost) on an investment in the Fund (assuming reinvestment of all income dividends and capital gain distributions).

The information has been derived from the financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the Fund’s financial statements, is included in the Fund’s annual repo rt to shareholders, which is available upon request.

45 | USAA Emerging Markets Fund

EMERGING MARKETS FUND SHARES

		Year Ended May 31,
			2013		2012		2011		2010		2009
Net asset value at beginning of period		$	15.45	$	21.57	$	17.20	$	14.41	$	24.47
Income (loss) from investment operations:
	Net investment income		.17	(e)	.15		.13		.11		.23
	Net realized and unrealized gain (loss)		1.96	(e)	(5.57)		4.37		2.79		(9.15)
Total from investment operations			2.13	(e)	(5.42)		4.50		2.90		(8.92)
Less distributions from:
	Net investment income		(.14)		(.14)		(.13)		(.11)		(.20)
	Realized capital gains		-		(.56)		-		-		(.94)
Total distributions			(.14)		(.70)		(.13)		(.11)		(1.14)
Net asset value at end of period		$	17.44	$	15.45	$	21.57	$	17.20	$	14.41
Total return (%)*			13.78		(25.21)		26.19		20.07	(a)	(34.71)
Net assets at end of period (000)		$	476,735	$	670,698	$	821,004	$	557,639	$	425,934
Ratios to average net assets:**
	Expenses (%) (b),(c)		1.58		1.58		1.59		1.66	(a)	1.79
	Net investment income (%)		1.00		1.06		.68		.61		1.98
Portfolio turnover (%)			148	(d)	72		66		66		76

* 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 year ended May 31, 2013, average net assets were $581,076,000.
(a) During the year ended May 31, 2010, SAS reimbursed the Fund Shares $102,000 for corrections in fees paid for the administration and servicing of certain accounts. The effect of this reimbursement on the Fund Shares' total return was less than 0.01%. The reimbursement decreased the Fund Shares' expense ratios by 0.02%. This decrease is excluded from the expense ratios above.
(b) Reflects total 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%.
(c) Effective March 1, 2004, through September 30, 2008, the Manager voluntarily agreed to limit the annual expenses of the Fund Shares to 1.80% of the Fund Shares’ average net assets.
(d) Reflects increased trading activity due to changes in advisers and asset allocation strategies.
(e) Calculated using average shares. For the year ended May 31, 2013, average shares were 33,918,000.

Prospectus | 46

EMERGING MARKETS FUND INSTITUTIONAL SHARES

		Year Ended May 31,								Period Ended May 31,
			2013		2012		2011		2010		2009***

Net asset value at beginning of period		$	15.45	$	21.60	$	17.22	$	14.41	$	21.26
Income (loss) from investment operations:
	Net investment income		.20	(e)	.20		.22		.21	(a)	.31	(a)
	Net realized and unrealized gain (loss)		1.99	(e)	(5.58)		4.37		2.78	(a)	(5.98)	(a)
Total from investment operations			2.19	(e)	(5.38)		4.59		2.99	(a)	(5.67)	(a)
Less distributions from:
	Net investment income		(.23)		(.21)		(.21)		(.18)		(.24)
	Realized capital gains		-		(.56)		-		-		(.94)
Total distributions			(.23)		(.77)		(.21)		(.18)		(1.18)
Net asset value at e nd of period		$	17.41	$	15.45	$	21.60	$	17.22	$	14.41
Total return (%)*			14.18		(25.01)		26.71		20.74		(24.59)
Net assets at end of period (000)		$	540,580	$	202,173	$	185,493	$	77,410	$	23,255
Ratios to average net assets:**
	Expenses (%) (b)		1.30		1.27		1.20	(d)	1.13	(d)	1.13	(c), (d)
	Expenses, excluding reimbursements (%) (b)		1.30		1.27		1.22		1.24		1.28	(c)
	Net investment income (%)		1.19		1.40		1.13		1.17		3.30	(c)
Portfolio turnover (%)			148	(f)	72		66		66		76

* 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 year ended May 31, 2013, average net assets were $402,451,000.
*** Institutional Shares were initiated on August 1, 2008.
(a) Calculated using average shares.
(b) Reflects total 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) Annualized. The ratio is not necessarily indicative of 12 months of operations.
(d) Prior to October 1, 2010, the Manager agreed to limit the annual expense of the Institutional Shares to 1.13% of the Institutional Shares' average net assets.
(e) Calculated using average shares. For the year ended May 31, 2013, average shares were 23,629,000.
(f) Reflects increase trading activity due to changes in subadvisers and asset allocation strategies.

47 | USAA Emerging Markets Fund

EMERGING MARKETS FUND ADVISER SHARES
		Year Ended May 31,					Period Ended May 31,
		2013			2012		2011***

Net asset value at beginning of period		$	15.40		$	21.50	$	19.22
Income (loss) from investment operations:
	Net investment income		. 11			.10		.03	(a)
	Net realized and unrealized gain (loss)		1.94			(5.57)		2.36	(a)
Total from investment operations			2.05			(5.47)		2.39	(a)
Less distributions from:
	Net investment income		(.10)			(.07)		(.11)
	Realized capital gains		-			(.56)		-
Total distributions			(.10)			(.63)		(.11)
Net asset value at end of period		$	17.35		$	15.40	$	21.50
Total return (%)*			13.31			(25.53)		12.48
Net assets at end of period (000)		$	4,784		$	4,237	$	5,919
Ratios to average net assets:**
	Expenses (%) (b)		2.00			2.00		2.00	(c)
	Expenses, excluding reimbursements (%) (b)		2.04			2.16		2.26	(c)
	Net investment income (%)		.55			.63		.16	(c)
Portfolio turnover (%)			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 year ended May 31, 2013, average net assets were $4,692,000.
*** Adviser Shares were initiated on August 1, 2010.
(a) Calculated using average shares.
(b) Reflects total 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.

Prospectus | 48

9800 Fredericksburg Road

San Antonio, Texas 78288

PRSRT STD

U.S. Postage

PAID

USAA

S AVE PAPER AND FUND COSTS

Under My Profile usaa.com select Manage Preferences

Set your Documents Preferences to USAA documents online

If you would like more information about the Fund, you may call

(800) 531-USAA (8722) to request a free copy of the Fund’s

statement of additional information (SAI), annual or semiannual

reports, or to ask other questions about the Fund. The SAI has

been filed with the SEC and is incorporated by reference to and

legally a part of this prospectus. In the Fund’s annual report, you

will find a discussion of the market conditions and investment

strategies that significantly affected the Fund’s performance

during the last fiscal year. The Fund’s annual and semiannual

reports also may be viewed, free of charge, on usaa.com . A

complete description of the Fund’s policies and procedures with

respect to the disclosure of the Fund’s portfolio securities is

available in the Fund’s SAI. The SAI is not available on usaa.com

because of cost considerations and lack of investor demand.

To view these documents, along with other related documents,

you may visit the EDGAR database on the SEC’s website (www.sec.

gov) or the Commission’s Public Reference Room in Washington,

DC. Information on the operation of the Public Reference Room

may be obtained by calling (202) 551-8090. Additionally, copies of

this information may be obtained, after payment of a duplicating

fee, by electronic request at the following e-mail address: publicinfo@

sec.gov or by writing the Public Reference Section of the

Commission, Washington, DC 20549- 1520.

[USAA EAGLE LOGO (R)] We Know what it means to serve ®.

Part A

Prospectus for the

International Fund Shares, International Fund Institutional Shares,

International Fund Advisor Shares

Filed herein

[USAA EAGLE LOGO (R)]

[GRAPHIC OMITTED]

PROSPECTUS

USAA INTERNATIONAL FUND

FUND SHARES (USIFX) n INSTITUTIONAL SHARES (UIIFX) n ADVISER SHARES (UAIFX)

OCTOBER 1, 2013

The Fund is comprised of multiple classes of shares. The Securities and Exchange Commission has not approved or disapproved of these Fund’s shares or determined whether this prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.

TABLE OF CONTENTS

Investment Objective	1
Fees and Expenses	1
Principal Investment Strategy	2
Principal Risks	3
Performance	4
Investment Adviser	7
Subadviser(s)	7
Portfolio Manager(s)	7
Purchase and Sale of Shares	7
Tax Information	8
Payments to Broker-Dealers and
Other Financial Intermediaries	8
Investment Objective	9
Principal Investment Strategy	9
Risks	11
Portfolio Holdings	12
Fund Management	13
Portfolio Manager(s)	15
Purchases	16
Redemptions	20
Converting Shares	22
Exchanges	22
Other Important Information
About Purchases, Redemptions, and Exchanges	24
Multiple Class Information	29
Shareholder Information	31
Financial Highlights	38

INVESTMENT OBJECTIVE

The USAA International Fund (the Fund) seeks capital appreciation.

FEES AND EXPENSES

Shareholder Fees
(fees paid directly from your investment)
		Fund Shares	Inst. Shares	Adviser Shares
	Redemption Fee (on shares held less than 60 days)	None	None	1.00%

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
		Fund Shares	Inst. Shares	Adviser Shares
	Management Fee (fluctuates based on the Fund's performance relative to a securities market index)	0.79%	0.77%	0.78%
	Distribution and/or Service (12b-1) Fees	None	None	0.25%
	Other Expenses	0.42%	0.25%	0.65%
	Total Annual Operating Expenses	1.21%	1.02%	1.68%
	Reimbursement From Adviser	N/A	N/A	(0.13)% (a)
	Total Annual Operating Expenses After Reimbursement	1.21%	1.02%	1.55%

	(a) The Adviser has agreed, through October 1, 2014, to make payments or waive management, administration, and other fees to limit the expenses of the Adviser Shares 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 1.55% 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 Adviser at any time after October 1, 2014.

1 | USAA International Fund

Example

This example is intended to help you compare the cost of investing in this Fund with the cost of investing in other mutual funds. Although your actual costs may be higher or lower, you would pay the following expenses on a $10,000 investment, assuming (1) a 5% annual return, (2) the Fund’s operating expenses remain the same, (3) you redeem all of your shares at the end of the periods shown, and (4) the expense limitation arrangement for the Adviser Shares is not continued.

	1 Year		3 Years		5 Years		10 Years
Fund Shares	$	123	$	384	$	665	$	1,466
Institutional Shares	$	104	$	325	$	563	$	1,248
Adviser Shares	$	171	$	530	$	913	$	1,987

Portfolio Turnover

For the most recent fiscal year, the Fund’s portfolio turnover rate was 20% of the average value of its whole portfolio.

PRINCIPAL INVESTMENT STRATEGY

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.

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.

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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.

PRINCIPAL RISKS

The equity securities in the Fund’s portfolio are subject to stock market risk. A company's stock price in general may decline over short or even extended periods, regardless of the success or failure of a company’s operations. Equity securities tend to be more volatile than bonds. In addition, to the degree the Fund invests in foreign securities, there is a possibility that the value of the Fund’s investments in foreign securities will decrease because of unique risks, such as currency exchange-rate fluctuations; foreign market illiquidity; emerging market risk; increased price volatility; uncertain political conditions; exchange control regulations; foreign ownership limits; different accounting, reporting, and disclosure requirements; difficulties in obtaining legal judgments; and foreign withholding taxes. These risks are particularly heightened in this Fund due to the fact that within the universe of foreign investing, investments in emerging market countries are most volatile. Emerging market countries are less diverse and mature than other countries and tend to be politically less stable.

The Fund’s performance could be closely tied to the market, currency, economic, political, regulatory, geopolitical, or other conditions and developments in the countries or regions in which the Fund invests and could be more volatile than the performance of more geographically-diversified funds.

3 | USAA International Fund

PERFORMANCE

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The Fund has three classes of shares: Fund Shares, Institutional Shares, and Adviser Shares. The bar chart provides some indication of the risks of investing in the Fund and illustrates the Fund Shares' volatility and performance from year to year for each full calendar year over the past 10 years. The table shows how the average annual total returns of the shares classes for the periods indicated compared to those of the Fund’s benchmark index and an additional index of funds with similar investment objectives.

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RISK/RETURN BAR CHART

Annual Returns for Periods Ended December 31

[Bar chart]

2003	2004	2005	2006	2007	2008	2009	2010	2011	2012
31.90%	18.46%	12.68%	27.35%	8.83%	-35.25%	32.43%	9.87%	-9.81%	22.07%


	SIX-MONTH YTD TOTAL RETURN
	1.46% (6/30/13)
	BEST QUARTER*	WORST QUARTER*
	20.90% 3rd Qtr. 2009	-20.30% 3rd Qtr. 2011
	* Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.

5 | USAA International Fund

the table are not relevant to you. Please note that after-tax returns are shown only for the Fund Shares and may differ for each share class.

	AVERAGE ANNUAL TOTAL RETURNS
	For Periods Ended December 31, 2012
		Past	Past	Past
		1 Year	5 Years	10 Years
International Fund Shares
Return Before Taxes		22.07%	0.73%	9.73%
Return After Taxes on Distributions		22.06%	0.64%	9.21%
Return After Taxes on Distributions and Sale of Fund Shares		14.87%	0.73%	8.67%
					Inception
		Past			Date
		1 Year			08/01/08
International Fund Institutional Shares
Return Before Taxes		22.28%			3.94%

					Inception
		Past			Date
		1 Year			08/01/10
International Fund Adviser Shares
Return Before Taxes		21.63%			8.16%

					Institutional
					Shares
					Inception
		Past	Past	Past	Date
		1 Year	5 Years	10 Years	08/01/08*
Indexes

MSCI EAFE Index (reflects no deduction for fees, expenses, or taxes)		17.90%	-3.21%	8.70%	-0.43%
Lipper International Funds Index (reflects no deduction for taxes)		19.70%	-2.82%	8.81%	0.24%

* The average annual total return for the MSCI EAFE Index and Lipper International Funds Index from August 1, 2010 - the inception date of Adviser Shares - through December 31, 2012, was 7.13% and 6.68%, respectively.

Prospectus | 6

INVESTMENT ADVISER

USAA Asset Management Company (AMCO)

SUBADVISER(S)

Massachusetts Financial Services Company d/b/a MFS Investment Management (MFS)

PORTFOLIO MANAGER(S)

Marcus L. Smith, Investment Officer and Portfolio Manager of MFS, has managed the Fund since June 2002.

Daniel Ling, Investment Officer and Portfolio Manager of MFS, has managed the Fund since October 2009.

PURCHASE AND SALE OF SHARES

Fund Shares:

·	Minimum initial purchase: $3,000

·	Minimum subsequent investment: $50

Institutional Shares:

Adviser Shares:

7 | USAA International Fund

purchase is $3,000; however, financial intermediaries may require their clients to meet different investment minimums.

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

Prospectus | 8

USAA Asset Management Company (AMCO) manages this Fund. For easier reading, AMCO may be referred to as “we” or “us” throughout the prospectus.

INVESTMENT OBJECTIVE

n What is the Fund’s investment objective?

Capital appreciation. The Fund’s Board of Trustees (the Board) may change this investment objective without shareholder approval.

PRINCIPAL INVESTMENT STRATEGY

n What is the Fund’s principal investment strategy?

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, preferred stocks, securities convertible into common stocks, depositary receipts, and securities that carry the right to buy common stocks.

n	What is considered to be a “foreign company”?

A company will be designated as a foreign company by considering several factors, including the country in which the company was legally organized, the location of the company’s assets, the location of the company’s headquarters, the countries where the company’s revenues are derived, the principal trading market for the company’s stock, and whether the company is included in an index that is representative of that country.

n Will the Fund’s assets be invested in any other securities?

MFS may invest the remainder of the Fund’s assets in equity securities of companies that have at least one foreign characteristic, as determined by fund management, utilizing the same factors stated in the definition of a foreign company.

n Will the Fund’s assets be invested in illiquid securities?

In addition, the Fund may invest up to 15% of its net assets in illiquid securities, which generally are securities that the Fund cannot expect

9 | USAA International Fund

to sell or dispose of in the ordinary course of business within seven days at approximately the value ascribed to such securities.

n Are there any restrictions as to the types of businesses or operations of companies in which the Fund’s assets may be invested?

No, there are no restrictions except that MFS may not invest more than 25% of the Fund’s total assets in any one industry. The Fund will normally invest its assets in investments that are tied economically to a number of countries throughout the world. However, MFS may invest a large percentage of the Fund’s assets in securities of issuers in a single country, a small number of countries, or a particular geographic region. MFS may invest the Fund’s assets in companies of any size.

We believe the Fund combines the advantages of investing in diversified international markets with the convenience and liquidity of a mutual fund based in the United States.

n How are the decisions to buy and sell securities made?

In selecting investments for the Fund, MFS is not constrained to any particular investment style. MFS may invest the Fund’s assets in the stocks of companies it believes to have above-average earnings growth potential compared to other companies (growth companies), in the stocks of companies it believes are undervalued compared to their perceived worth (value companies), or in a combination of growth and value companies.

MFS uses a bottom-up investment approach to buying and selling investments for the Fund. 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.

MFS may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into opportunities believed to be more promising, among others.

Prospectus | 10

TEMPORARY DEFENSIVE STRATEGY

RISKS

v	Emerging Markets Risk : Investments in countries that are in the early stages of their industrial development involve exposure to economic structures that generally are less diverse and mature than those in the United States and to political systems that may be less stable.

v	Political Risk: Political risk includes a greater potential for coups d’etat, revolts, and expropriation by governmental organizations.

11 | USAA International Fund

ADDITIONAL INFORMATION

PORTFOLIO HOLDINGS

The Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities are available in the Fund’s SAI, which is available upon request.

Prospectus | 12

FUND MANAGEMENT

For our services, the Fund pays us an investment management fee, which is comprised of a base investment management fee and a performance adjustment. The base investment management fee, which is accrued daily and paid monthly, is equal on an annual basis to three-fourths of one percent (0.75%) of the Fund’s average net assets.

The performance adjustment is calculated separately for each class of shares of the Fund and will be added to or subtracted from the base investment management fee depending upon the performance of the respective share class relative to the performance of the Lipper International Funds Index, which tracks the total return performance of the 30 largest funds within this category. This category includes funds that invest their assets in securities with primary trading markets outside of the United States.

The performance adjustment is calculated monthly by comparing the performance of the relevant share class to that of the Lipper International Funds Index over the performance period. The performance period for each share class consists of the current month plus the previous 35 months.

13 | USAA International Fund

the base investment management fee as referenced in the following chart:

OVER/UNDER PERFORMANCE ANNUAL ADJUSTMENT RATE

RELATIVE TO INDEX (IN BASIS POINTS AS A PERCENTAGE

(IN BASIS POINTS) 1 OF THE FUND’S AVERAGE NET ASSETS) 1

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

+/ – 100 to 400 +/ – 4

+/ – 401 to 700 +/ – 5

+/ – 701 and greater +/ – 6

Under the performance fee arrangement, the Fund will pay a positive performance fee adjustment for a performance period whenever the Fund outperforms the Lipper International Funds Index over that period, even if the Fund had overall negative returns during the performance period. For the fiscal year ended May 31, 2013, the performance adjustment added to the base investment management fee of 0.75% by 0.04% for the Fund Shares, 0.02% for the Institutional Shares, and 0.03% for the Adviser Shares.

We have agreed, through October 1, 2014, to make payments or waive management, administration, and other fees to limit the expenses of the International Fund’s Adviser Shares 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 1.55% of the Adviser Shares’ average net assets. This reimbursement arrangement may not be changed or terminated during this time period without approval of the Board and may be changed or terminated by us at any time after October 1, 2014. If the total annual operating expense ratio of the Adviser Shares is lower than 1.55%, the Adviser Shares will operate at that lower expense ratio.

Prospectus | 14

can range from 0% to 100% of the Fund’s assets, and we can change the allocations without shareholder approval.

We have entered into an Investment Subadvisory Agreement with MFS, under which MFS provides day-to-day discretionary management of the Fund’s assets in accordance with the Fund’s investment objective, policies, and restrictions, subject to the general supervision of the Board and AMCO.

MFS, located at 111 Huntington Ave, Boston, Massachusetts 02199, is a registered investment adviser and America’s oldest mutual fund organization. MFS and its predecessor organizations have a history of money management dating from 1924 and the founding of the first mutual fund. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company). As of June 30, 2013, net assets under the management of the MFS organization were approximately $353 billion. MFS is compensated directly by AMCO and not by the Fund.

In addition to providing investment management services, we also provide administration and servicing to the Fund. Our affiliate, USAA Shareholder Account Services (SAS), provides transfer agency services to the Fund. The Fund or the Fund’s transfer agent may enter into agreements with third parties (Servicing Agents) to pay such Servicing Agents for certain administrative and servicing functions. USAA Investment Management Company acts as the Fund's distributor.

PORTFOLIO MANAGER(S)

Marcus L. Smith, Investment Officer and Portfolio Manager, has been employed in the investment area of MFS since 1994 and has managed the Fund since June 2002.

Daniel Ling, Investment Officer and Portfolio Manager, has managed the Fund since October 2009. He has been employed in the investment area of MFS since 2006.

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

15 | USAA International Fund

CHANGE OF SUBADVISERS

We have received an exemptive order from the Securities and Exchange Commission (SEC) that permits us, subject to certain conditions, including prior approval of the Board, to appoint and replace subadvisers, enter into subadvisory agreements, and amend subadvisory agreements on behalf of the Fund without shareholder approval. As a result, we can change the fee rate payable to a subadviser or appoint a new subadviser at a fee rate different than that paid to the current subadviser, which in turn may result in a different fee retained by AMCO. We will notify shareholders within 90 days after hiring any new subadviser for the Fund.

PURCHASES

You may purchase shares directly from the Fund or through certain financial intermediaries as described below.

OPENING AN ACCOUNT WITH THE FUND

As required by federal law, we must obtain certain information from you prior to opening an account with us. If we are unable to verify your identity, we may refuse to open your account, or we may open your account and take certain actions without prior notice to you, including restricting account transactions pending verification of your identity. If we subsequently are unable to verify your identity, we may close your account and return to you the value of your shares at the next calculated net asset value (NAV). We prohibit opening accounts for, including but not limited to, foreign financial institutions, shell banks, correspondent accounts for foreign shell banks, and correspondent accounts for foreign financial institutions. A “foreign shell bank” is a foreign bank without a physical presence in any country. A “correspondent account” is an account established for a foreign bank to receive deposits from, or to make payments or other disbursements on

Prospectus | 16

behalf of, the foreign bank, or to handle other financial transactions related to such foreign bank.

TAXPAYER IDENTIFICATION NUMBER

PURCHASING SHARES

Fund Shares:

The Fund Shares are a separate share class of the Fund and are not a separate mutual fund. You may open an account with us and purchase Fund Shares on the Internet, by telephone, or by mail. Fund Shares also are available through USAA Brokerage Services and certain financial intermediaries, as described below.

If Fund Shares are purchased through a retirement account or an investment professional ( e.g., financial intermediary), the policies and procedures on these purchases may differ from those discussed in this prospectus. Additional fees also may apply to your investment in a Fund, including a transaction fee, if you buy or sell shares of the Fund through a broker or other investment professional. For more information on these fees, check with your investment professional.

Institutional Shares:

17 | USAA International Fund

as other persons or legal entities that the Fund may approve from time to time.

Adviser Shares:

Copies of the Fund's annual report, semiannual report, and SAI are available from your financial intermediary or plan sponsor.

MINIMUM INITIAL PURCHASE

Fund Shares:

$3,000. However, the Fund reserves the right to waive or lower purchase minimums of Fund Shares in certain circumstances.

Institutional Shares:

$1 million. However, the Fund reserves the right to waive or lower purchase minimums of Institutional Shares in certain circumstances.

Adviser Shares:

$3,000. However, financial intermediaries may require their clients to meet different investment minimums.

ADDITIONAL PURCHASES

Fund Shares:

$50 minimum per transaction, per account. Employees of USAA and its affiliated companies may make additional purchases through payroll deduction for as little as $25 per pay period.

Prospectus |18

Institutional Shares:

Adviser Shares:

There is no subsequent purchase minimum for financial intermediaries or employer-sponsored retirement plans, but financial intermediaries, including but not limited to banks, broker-dealers, insurance companies, investment advisers, plan sponsors, and financial professionals that provide various administrative and distribution services, may require their clients to meet different subsequent purchase requirements.

Contact your financial intermediary for trade deadlines and the applicable procedures for purchasing, selling, or exchanging your shares as well as initial and subsequent investment minimums.

EFFECTIVE DATE OF PURCHASE

When you make a purchase, your purchase price will be the NAV per share next determined after we or the financial intermediary receive your request in proper form ( e.g., complete, signed application and payment). The Fund’s NAV is determined as of the close of the regular trading session (generally 4 p.m. Eastern time) of the New York Stock Exchange (NYSE) each day it is open for trading. If we or the financial intermediary receive your purchase request in proper form prior to that time, your purchase price will be the NAV per share determined for that day. If we or the financial intermediary receive your purchase request in proper form after that time, the purchase price will be NAV per share calculated as of the close of the next regular trading session of the NYSE.

A Fund or a Fund's transfer agent may enter into agreements with Servicing Agents, which hold Fund Shares, Adviser Shares, or Institutional Shares in omnibus accounts for their customers, under which the Servicing Agents are authorized to receive orders for shares of the Fund on the Fund’s behalf. Under these arrangements, the Fund will be deemed to have received an order when an authorized Servicing Agent receives the order. Accordingly, customer orders will be priced at the Fund’s NAV next computed after they are received by an author-ized Servicing Agent even though the orders may be transmitted to the Fund by the Servicing Agent after the time the Fund calculates its NAV.

19 | USAA International Fund

PAYMENT

REDEMPTIONS

The Fund may elect to suspend the redemption of shares or postpone the date of payment in limited circumstances ( e.g., if the NYSE is closed or when permitted by order of the SEC).

REDEEMING SHARES

Fund Shares:

If you have an account with us, you may redeem Fund Shares by Internet, by telephone, by mail, or through your financial intermediary on any day the NAV per share is calculated. Fund Share redemptions will receive a redemption price of the NAV per share next determined after we receive your request in proper form. If we receive your redemption request in proper form prior to the close of the NYSE's regular trading session (generally 4 p.m. Eastern time), your redemp-tion price will be the NAV per share determined for that day. If we receive the redemption request after that time, the redemption price will be the NAV per share calculated as of the close of the next regular trading session of the NYSE.

Prospectus |20

account, we will obtain certain information from you to verify your identity. Additionally, your telephone calls may be recorded or monitored, and confirmations of account transactions are sent to the address of record or by electronic delivery to your designated e-mail address.

If Fund Shares are held through USAA, we will send your money within seven days after the effective date of redemption. However, payment for redemption of shares purchased by electronic funds transfer (EFT) or check will be sent after the EFT or check has cleared, which could take up to seven days from the purchase date.

Institutional Shares:

Adviser Shares:

21| USAA International Fund

form on the next business day after receipt. Under certain circum-stances and when deemed to be in the Fund’s best interests, proceeds may not be sent to intermediaries for up to seven days after receipt of the redemption order.

CONVERTING SHARES

CONVERTING FROM INSTITUTIONAL SHARES INTO FUND SHARES

CONVERTING FROM ADVISER SHARES INTO FUND SHARES

PRICING

When a conversion occurs, you receive shares of one class of the Fund for shares of another class of the same Fund. At the time of conversion, the dollar value of the “new” shares you receive equals the dollar value of the “old” shares that were converted. In other words, the conversion has no effect on the value of your investment in the Fund at the time of the conversion. However, the number of shares you own after the con-version may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes. A conversion between share classes of the same Fund is a nontaxable event.

EXCHANGES

Prospectus |22

they are exchanged. See Taxes for information regarding basis election and reporting.

EXCHANGE PRIVILEGE

The exchange privilege is automatic when you complete your application with us. You may exchange shares among funds in the USAA family of funds, provided the shares to be acquired are offered in your state of residence. The Fund, however, reserves the right to terminate or change the terms of an exchange offer.

23| USAA International Fund

OTHER IMPORTANT INFORMATION ABOUT PURCHASES, REDEMPTIONS, AND EXCHANGES

CONTACTING USAA

The following features may be available to you to purchase, redeem, and exchange Fund Shares you hold in a USAA mutual fund account with us.

Internet Access – usaa.com

Mobile Access – mobile.usaa.com

n	Review account information and make most account transactions.

USAA Self-Service Telephone System (800) 531-USAA (8722)

n	Access account information and make most account transactions. This service is available with an ESA and EFT Buy/Sell authorization on file.

Telephone

n	Call toll free (800) 531-USAA (8722) Monday – Friday, 7:30 a.m. to 8 p.m. Central time and Saturday, 8 a.m. to 5 p.m. Central time to speak with a member service representative.

Fax

n	Send a signed fax with your written redemption instructions to (800) 292-8177. In certain instances we may require a signature from all owners associated with an account.

Mail

n	If you would like to open an account or request a redemption by mail, send your application and check or written instructions to:

Prospectus |24

Regular Mail:

USAA Investment Management Company

P.O. Box 659453

San Antonio, TX 78265-9825

Registered or Express Mail:

USAA Investment Management Company

9800 Fredericksburg Road

San Antonio, TX 78240

Bank Wire

n	To add to your account or request a redemption by bank wire, visit us at usaa.com or call (800) 531-USAA (8722) for instructions. This helps to ensure that your account will be credited or debited promptly and correctly.

Electronic Funds Transfer

n	Additional purchases on a regular basis may be deducted electronically from a bank account, paycheck, income-producing investment, or USAA money market fund account. Sign up for these services when opening an account or log on to usaa.com or call (800) 531-USAA (8722) to add them.

DISTRIBUTION FEES

REDEMPTION FEES

Unlike sales charges or a load paid to a broker or a fund management company, the redemption fee is paid directly to the Fund to offset the costs of buying and selling securities. The redemption fee is designed to ensure that short-term investors pay their share of the Fund's

25| USAA International Fund

transaction costs and that long-term investors do not subsidize the activities of short-term traders.

ACCOUNT BALANCE

EXCESSIVE SHORT-TERM TRADING

To deter such trading activities, the USAA Funds’ policies and procedures state that:

n	Each fund reserves the right to reject any purchase order, including an exchange, that it regards as disruptive to the efficient management of the particular fund.

n	Each fund may use a fair value pricing service or other model to assist in establishing the current value of foreign securities held by any of the USAA Funds. Fair value pricing is used to adjust for

Prospectus |26

THE USAA FUNDS’ RIGHT TO REJECT PURCHASE AND EXCHANGE ORDERS AND LIMIT TRADING IN ACCOUNTS

The USAA Funds’ main safeguard against excessive short-term trading is their right to reject purchase or exchange orders if in the best interest of the affected fund. In exercising this discretion to reject purchase and exchange orders, the USAA Funds deem that certain excessive short-term trading activities are not in the best interest of the fund because such activities can hamper the efficient management of the fund. Generally, persons who engage in an “in and out” (or ”out and in”) transaction within a 30-day period will violate the USAA Funds’ policy if they engage in another “in and out” (or “out and in”) trans-action in the same fund within 90 days. The USAA Funds also reserve the right to restrict future purchases or exchanges if an investor is classified as engaged in other patterns of excessive short-term trading, including after one large disruptive purchase and redemption or exchange. Finally, the USAA Funds reserve the right to reject any other purchase or exchange order in other situations that do not involve excessive short-term trading activities if in the best interest of a fund.

The following transactions are exempt from the excessive short-term trading activity policies described above:

n	Transactions in the money market funds, Short-Term Bond Fund, Ultra Short-Term Bond Fund, and Tax Exempt Short-Term Fund;

n	Purchases and sales pursuant to automatic investment or withdrawal plans;

n	Purchases and sales made through USAA Managed Portfolios – UMP TM , USAA 529 College Savings Plan TM , USAA Federal Savings Bank Trust Department, or other designated USAA managed investment accounts;

27| USAA International Fund

n	Purchases and sales of the Institutional Shares by the Target Retirement Funds, Cornerstone Conservative Fund and/or Cornerstone Equity Fund; and

n	Other transactions that are not motivated by short-term trading considerations if they are approved by transfer agent management personnel and are not disruptive to a fund.

Prospectus | 28

OTHER FUND RIGHTS

The Fund reserves the right to:

n	Reject or restrict purchase or exchange orders when in the best interest of the Fund;

n	Limit or discontinue the offering of shares of the Fund without notice to the shareholders;

n	Calculate the NAV per share and accept purchase, exchange, and redemption orders on a business day that the NYSE is closed;

n	Require a signature guarantee for transactions or changes in account information in those instances where the appropriateness of a signature authorization is in question (the SAI contains information on acceptable guarantors);

n	Redeem an account with less than $250, with certain limitations; and

n	Restrict or liquidate an account when necessary or appropriate to comply with federal law.

MULTIPLE CLASS INFORMATION

29| USAA International Fund

result of their separate arrangements for shareholder and distribution services and performance fee arrangements. It is not the result of any difference in advisory or custodial fee rate schedules or other expenses related to the management of the Fund's assets, which do not vary by class.

Except as described below, the share classes have identical voting, dividend, liquidation and other rights, preferences, terms and conditions. The primary differences between the classes are (a) each class may be subject to different expenses specific to that class; (b) each class has a different identifying designation or name; (c) each class has exclusive voting rights with respect to matters solely affecting that class; and (d) each class may have different purchase, exchange, and redemption privileges.

SERVICE, DISTRIBUTION, AND ADMINISTRATIVE FEES

ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES

Prospectus | 30

services, other expenses and/or the financial intermediaries’ distribution of the Fund. Such payments may be made for one or more of the following: (1) distribution, which may include expenses incurred by financial intermediaries for their sales activities with respect to the Fund, such as preparing, printing, and distributing sales literature and advertising materials and compensating registered representatives or other employees of such financial intermediaries for their sales activities, as well as the opportunity for the Fund to be made available by such financial intermediaries; (2) shareholder services, such as providing individual and custom investment advisory services to clients of the financial intermediaries; and (3) marketing and promotional services, including business planning assistance, educating personnel about the Fund, and sponsorship of sales meetings, which may include covering costs of providing speakers. The distributor may sponsor seminars and conferences designed to educate financial intermediaries about the Fund and may cover the expenses associated with attendance at such meetings, including travel costs. These payments and activities are intended to educate financial intermediaries about the Fund and help defray the costs associated with offering the Fund. These payments may create a conflict of interest by influencing the financial intermediary to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information. The amount of any payments described by this paragraph is determined by us or the distributor, and all such amounts are paid out of the available assets of the advisor and distributor and do not affect the total expense ratio of the Fund.

SHAREHOLDER INFORMATION

SHARE PRICE CALCULATION

The price at which you purchase and redeem shares of a Fund is equal to the NAV per share determined on the effective date of the purchase or redemption. The NAV per share is calculated by adding the value of the Fund’s assets ( i.e., the value of its investment in the Fund and other assets), deducting liabilities, and dividing by the number of shares outstanding. Shares of the Fund may be purchased and sold at the NAV per share without a sales charge. The Fund’s NAV per share is calculated as of the close of the NYSE (generally 4 p.m. Eastern time) each day that the NYSE is open for regular trading. The NYSE is closed on most national holidays and Good Friday.

31| USAA International Fund

VALUATION OF SECURITIES

Prospectus | 32

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

Futures contracts are valued based upon the last quoted sales price at the close of market on the principal exchange on which they are traded.

For additional information on how securities are valued, see Valuation of Securities in the Fund’s SAI.

DIVIDENDS AND OTHER DISTRIBUTIONS

33| USAA International Fund

The Fund will automatically reinvest all dividends and other distributions in additional shares of the Fund unless you request to receive the distributions by way of electronic funds transfer. The share price for a reinvestment will be the NAV per share of the Fund shares computed on the ex-distribution date. Any distribution made by the Fund will reduce the NAV per share by the amount of the distribution on the ex-distribution date. You should consider carefully the effects of purchasing shares of the Fund shortly before any distribution. Some or all distributions may be subject to taxes. The Fund will invest in your account, at the current NAV per share, any distribution payment returned to the Fund by your financial institution.

TAXES

The following tax information is quite general and refers to the federal income tax law in effect as of the date of this prospectus.

n Treatment of the Fund

The Fund, which is treated as a separate corporation for federal tax purposes, has qualified for each past taxable year, and intends to continue to qualify, for treatment as a "regulated investment company” under the Code. By doing so, it (but not its shareholders) will be relieved of federal income tax on the part of its investment company taxable income (consisting generally of net investment income, the excess, if any, of net short-term capital gain over net long-term capital loss (“net short-term capital gain”), and net gains and losses from certain foreign currency transactions, if any, all determined without regard to any deduction for dividends paid) and net capital gain ( i.e., the excess of net long-term capital gain over net short-term capital loss) that it distributes to its shareholders.

n Shareholder Taxation

Distributions that shareholders receive from the Fund are subject to federal income tax and may be subject to state and/or local taxes. Dividends and distributions of net short-term capital gain are taxable to you as ordinary income, whether received in cash or reinvested in additional shares of the Fund. A portion of the Fund's dividends may qualify for the 70% dividends-received deduction available to corporations and for the 15% maximum federal income tax rates applicable to "qualified dividend income" of individuals and certain other non-corporate shareholders (each, an individual shareholder) who satisfy certain holding period and other restrictions with respect t o their shares held in the Fund -- a maximum of 15% for a single

Prospectus | 34

shareholder with taxable income not exceeding $400,000 ($450,000 for married shareholders filing jointly) and 20% for those individual shareholders with taxable income exceeding those respective amounts (which will be adjusted for inflation annually after 2013).

Regardless of the length of time you have held shares of the Fund, distributions of net capital gain that the Fund realizes are taxable to you as long-term capital gains, whether received in cash or reinvested in additional shares of the Fund. Those distributions to individual shareholders will qualify for the 15% and 20% maximum federal income tax rates described above.

35| USAA International Fund

n Foreign Taxes

n Withholding

Federal law requires the Fund to withhold (referred to as “backup withholding”) and remit to the U.S. Treasury 28% of (1) dividends, capital gain distributions, and proceeds of redemptions, regardless of the extent to which gain or loss may be realized, otherwise payable to any individual shareholder who fails to furnish the Fund with a correct taxpayer identification number and (2) those dividends and distributions otherwise payable to any such shareholder who:

n Underreports dividend or interest income, or

n Fails to certify that he or she is not subject to backup withholding.

Backup withholding is not an additional tax, and any amounts so withheld may be credited against a shareholder's federal income tax

Prospectus | 36

liability or refunded. To avoid this withholding requirement, you must certify, on your application or on a separate IRS Form W-9 supplied by the Fund’s transfer agent, that your taxpayer identification number is correct and you currently are not subject to backup withholding.

n Reporting

SHAREHOLDER MAILINGS

n Householding

n Electronic Delivery

Log on to usaa.com and sign up to receive your statements, confirmations, financial reports, and prospectuses electronically instead of through the mail.

37| USAA International Fund

FINANCIAL HIGHLIGHTS

The information has been derived from the financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report to shareholders, which is available upon request.

Prospectus | 38

INTERNATIONAL FUND SHARES

			Year Ended May 31,
			2013		2012		2011		2010		2009
Net asset value at beginning of period		$	21.59	$	26.30	$	19.71	$	18.08	$	27.77
Income (loss) from investment operations:
	Net investment income		.32	(c)	.35		.29		.21		.35
	Net realized and unrealized gain (loss)		5.71	(c)	(4.76)		6.52		1.66		(9.35)
Total from investment operations			6.03	(c)	(4.41)		6.81		1.87		(9.00)
Less distributions from:
	Net investment income		(.33)		(.30)		(.22)		(.24)		(.44)
	Realized capital gains		-		-		-		-		(.25)
Total distributions			(.33)		(.30)		(.22)		(.24)		(.69)
Net asset value at end of period		$	27.29	$	21.59	$	26.30	$	19.71	$	18.08
Total return (%)*			28.01		(16.71)		34.67		10.19	(a)	(32.16)
Net assets at end of period (000)		$	1,509,000	$	1,587,445	$	1,840,770	$	1,215,443	$	1,048,966
Ratios to average net assets:**
	Expenses (%) (b)		1.21		1.21		1.21		1.25	(a)	1.31
	Net investment income (%)		1.27		1.56		1.37		1.09		1.89
Portfolio turnover (%)			20		17		25		20		22

* 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 Lipper reported return. Total returns for periods of less than one year are not annualized.
** For the year ended May 31, 2013, average net assets were $1,547,543,000.
(a) During the year ended May 31, 2010, SAS reimbursed the Fund Shares $249,000 for corrections in fees paid for the administration and servicing of certain accounts. The effect of this reimbursement on the Fund Shares’ total return was less than 0.01%. The reimbursement decreased the Fund Shares’ expense ratios by 0.02%. This decrease is excluded from the expense ratios above.
(b) Reflects total 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%.
(c) Calculated using average shares. For the year ended May 31, 2013, average shares were 61,595,000.

39| USAA International Fund

INTERNATIONAL FUND INSTITUTIONAL SHARES

		Year Ended May 31,								Period Ended May 31,
			2013		2012		2011		2010		2009***

Net asset value at beginning of period		$	21.59	$	26.32	$	19.72	$	18.09	$	24.30
Income (loss) from investment operations:
	Net investment income		.42	(c)	.45		.45		.41		.59
	Net realized and unrealized gain (loss)		5.65	(c)	(4.82)		6.45		1.53		(6.07)
Total from investment operations			6.07	(c)	(4.37)		6.90		1.94		(5.48)
Less distributions from:
	Net investment income		(.43)		(.36)		(.30)		(.31)		(.48)
	Realized capital gains		-		-		-		-		(.25)
Total distributions			(.43)		(.36)		(.30)		(.31)		(.73)
Net asset value at end of period		$	27.23	$	21.59	$	26.32	$	19.72	$	18.09
Total return (%)*			28.23		(16.54)		35.13		10.57		(22.25)
Net assets at end of period (000)		$	1,235,652	$	443,089	$	385,203	$	183,062	$	58,059
Ratios to average net assets:**
	Expenses (%) (a)		1.02		.99		.90		.87		.87	(b)
	Expenses, excluding reimbursements (%) (a)		1.02		.99		.91		.91		.91	(b)
	Net investment income (%)		1.65		1.94		1.91		1.95		4.46	(b)
Portfolio turnover (%)			20		17		25		20		22

* 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 year ended May 31, 2013, average net assets were $900,116,000.
*** Institutional Shares were initiated on August 1, 2008.
(a) Reflects total 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%.
(b) Annualized. The ratio is not necessarily indicative of 12 months of operations.
(c) Calculated using average shares. For the year ended May 31, 2013, average shares were 35,416,000.

Prospectus | 40

INTERNATIONAL FUND ADVISER SHARES
						Period Ended
		Year Ended May 31,				May 31,
			2013		2012	2011***

Net asset value at beginning of period		$	21.54	$	26.24	$	22.17
Income (loss) from investment operations:
	Net investment income		.23		.28		.23
	Net realized and unrealized gain (loss)		5.69		(4.75)		4.05
Total from investment operations			5.92		(4.47)		4.28
Less distributions from:
	Net investment income		(.29)		(.23)		(.21)
Total distributions			(.29)		(.23)		(.21)
Net asset value at end of period		$	27.17	$	21.54	$	26.24
Total return (%)*			27.56		(17.00)		19.38
Net assets at end of period (000)		$	6,641	$	5,223	$	6,361
Ratios to average net assets:**
	Expenses (%) (b)		1.55		1.55		1.55	(a)
	Expenses, excluding reimbursements (%) (b)		1.68		1.76		1.90	(a)
	Net investment income (%)		.97		1.20		1.23	(a)
Portfolio turnover (%)			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 year ended May 31, 2013, average net assets were $6,212,000.
*** Adviser Shares were initiated on August 1, 2010.
(a) Annualized. The ratio is not necessarily indicative of 12 months of operations.
(b) Reflects total 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%.

41| USAA International Fund

NOTES

Prospectus | 42

43| USAA International Fund

Prospectus | 44

45| USAA International Fund

Prospectus | 46

47| USAA International Fund

9800 Fredericksburg Road

San Antonio, Texas 78288

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USAA

S AVE PAPER AND FUND COSTS

Under My Profile usaa.com select Manage Preferences

Set your Documents Preferences to USAA documents online

If you would like more information about the Fund, you may call

(800) 531-USAA (8722) to request a free copy of the Fund’s

statement of additional information (SAI), annual or semiannual

reports, or to ask other questions about the Fund. The SAI has

been filed with the SEC and is incorporated by reference to and

legally a part of this prospectus. In the Fund’s annual report, you

will find a discussion of the market conditions and investment

strategies that significantly affected the Fund’s performance

during the last fiscal year. The Fund’s annual and semiannual

reports also may be viewed, free of charge, on usaa.com . A

complete description of the Fund’s policies and procedures with

respect to the disclosure of the Fund’s portfolio securities is

available in the Fund’s SAI. The SAI is not available on usaa.com

because of cost considerations and lack of investor demand.

To view these documents, along with other related documents,

you may visit the EDGAR database on the SEC’s website (www.sec.

gov) or the Commission’s Public Reference Room in Washington,

DC. Information on the operation of the Public Reference Room

may be obtained by calling (202) 551-8090. Additionally, copies of

this information may be obtained, after payment of a duplicating

fee, by electronic request at the following e-mail address: publicinfo@

sec.gov or by writing the Public Reference Section of the

Commission, Washington, DC 20549- 1520.

[USAA EAGLE LOGO (R)] We Know what it means to serve ®.

Part A

Prospectus for the

Precious Metals and Minerals Fund Shares, Precious Metals

and Minerals Fund Institutional Shares, Precious

Metals and Minerals Fund Advisor Shares

Filed herein

[USAA EAGLE LOGO (R)]

[GRAPHIC OMITTED]

PROSPECTUS

USAA PRECIOUS METALS AND MINERALS FUND

FUND SHARES (USAGX) n INSTITUTIONAL SHARES (UIPMX) n ADVISER SHARES (UPMMX)

OCTOBER 1, 2013

TABLE OF CONTENTS

Investment Objective	1
Fees and Expenses	1
Principal Investment Strategy	2
Principal Risks	2
Performance	4
Investment Adviser	7
Portfolio Manager(s)	7
Purchase and Sale of Shares	7
Tax Information	8
Payments to Broker-Dealers and
Other Financial Intermediaries	8
Investment Objective	9
Principal Investment Strategy	9
Risks	10
Portfolio Holdings	13
Fund Management	13
Portfolio Manager(s)	15
Purchases	15
Redemptions	19
Converting Shares	21
Exchanges	22
Other Important Information
About Purchases, Redemptions, and Exchanges	23
Multiple Class Information	29
Shareholder Information	31
Financial Highlights	37

INVESTMENT 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.

FEES AND EXPENSES

Shareholder Fees
(fees paid directly from your investment)
		Fund Shares	Inst. Shares	Adviser Shares
	Redemption Fee (on shares held less than 60 days)	None	None	1.00%

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
		Fund Shares	Inst. Shares	Adviser Shares
	Management Fee (fluctuates based on the Fund's performance relative to a securities market index)	0.71%	0.74%	0.73%
	Distribution and/or Service (12b-1) Fees	None	None	0.25%
	Other Expenses	0.47%	0.25%	0.51%
	Total Annual Operating Expenses	1.18%	0.99%	1.49%
	Reimbursement From Adviser	N/A	N/A	(0.04%) (a)
	Total Annual Operating Expenses After Reimbursement	1.18%	0.99%	1.45%

	(a) The Adviser has agreed, through October 1, 2014, to make payments or waive management, administration, and other fees to limit the expenses of the Adviser Shares 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 1.45% 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 Adviser at any time after October 1, 2014.

1 | USAA Precious Metals and Minerals Fund

Example

This example is intended to help you compare the cost of investing in this Fund with the cost of investing in other mutual funds. Although your actual costs may be higher or lower, you would pay the following expenses on a $10,000 investment, assuming (1) a 5% annual return, (2) the Fund’s operating expenses remain the same, (3) you redeem all of your shares at the end of the periods shown, and (4) the expense limitation arrangement for the Adviser Shares is not continued.

	1 Year		3 Years		5 Years		10 Years
Fund Shares	$	120	$	375	$	649	$	1,432
Institutional Shares	$	101	$	315	$	547	$	1,213
Adviser Shares	$	152	$	471	$	813	$	1,779

Portfolio Turnover

For the most recent fiscal year, the Fund’s portfolio turnover rate was 15% of the average value of its whole portfolio.

PRINCIPAL INVESTMENT STRATEGY

The Fund normally invests at least 80% of its assets in equity securities of domestic and foreign companies (including those located in emerg-ing 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.

PRINCIPAL RISKS

Any investment involves risk, and there is no assurance that the Fund’s objective will be achieved. The Fund is actively managed, and the

Prospectus | 2

Because of commodity price volatility and the increased impact such volatility has on the profitability of precious metals and minerals companies and the natural resources industries, there are additional risks involved in investing in the securities of companies in these industries. Precious metals and minerals companies could be affected by sharp price volatility caused by global economic, financial, and political factors. Resource availability, government regulation, and economic cycles could also adversely affect these companies. The natural resources industries can be significantly affected by events relating to international political and economic developments, the means of global transportation, energy conservation, the success of exploration projects, commodity prices, natural and/or man-made disasters, and tax and other government regulations. Because the Fund focuses on investments in securities of precious metals and minerals companies, the Fund’s performance largely depends on the overall condition of these companies, and the Fund could be subject to greater risks and greater market fluctuations than other funds with a portfolio of securities representing a broader range of investment objectives. However, since the market action of such securities has tended to move independently of the broader financial markets, the addition of precious metals and minerals securities to your portfolio may reduce overall fluctuations in portfolio value.

The equity securities in the Fund’s portfolio are subject to stock market risk. A company's stock price in general may decline over short or even extended periods, regardless of the success or failure of a company’s operations. Equity securities tend to be more volatile than bonds. In addition, to the degree the Fund invests in foreign securities, there is a possibility that the value of the Fund’s investments in foreign securities will decrease because of unique risks, such as currency exchange-rate fluctuations; foreign market illiquidity; emerging market risk; increased price volatility; uncertain political conditions; exchange control regulations; foreign ownership limits; different accounting, reporting, and disclosure requirements; difficulties in obtaining legal judgments; and foreign withholding taxes. These risks are particularly heightened

3 | USAA Precious Metals and Minerals Fund

in this Fund due to the fact that within the universe of foreign investing, investments in emerging market countries are most volatile. Emerging market countries are less diverse and mature than other countries and tend to be politically less stable.

The Fund is nondiversified, which means that it may invest a greater percentage of its assets in 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 than a diversified fund.

PERFORMANCE

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The Fund has three classes of shares: Fund Shares, Institutional Shares, and Adviser Shares. The bar chart provides some indication of the risks of investing in the Fund and illustrates the Fund Shares' volatility and performance from year to year for each full calendar year over the past 10 years. The table shows how the average annual total returns for the periods indicated compared to those of the Fund’s benchmark index and an index of funds with similar investment objectives.

Prospectus | 4

RISK/RETURN BAR CHART

Annual Returns for Periods Ended December 31

[Bar chart]

2003	2004	2005	2006	2007	2008	2009	2010	2011	2012
71.43%	-10.75%	39.25%	43.19%	27.68%	-24.58%	62.41%	39.92%	-19.52%	-11.86%


	SIX-MONTH YTD TOTAL RETURN
	-48.19% (6/30/13)
	BEST QUARTER*	WORST QUARTER*
	29.74% 3rd Qtr. 2003	-30.36% 3rd Qtr. 2008
	* Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.

5 | USAA Precious Metals and Minerals Fund

retirement account (IRA) or 401(k) plan, the after-tax returns shown in the table are not relevant to you. Please note that after-tax returns are shown only for the Fund Shares and may differ for each share class.

	AVERAGE ANNUAL TOTAL RETURNS
	For Periods Ended December 31, 2012

		Past 1 Year	Past 5 Years	Past 10 Years
Precious Metals and Minerals Fund Shares
	Return Before Taxes	-11.86%	3.99%	16.83%
	Return After Taxes on Distributions	-12.08%	2.74%	15.53%
	Return After Taxes on Distributions and Sale of Fund Shares	-7.42%	3.31%	14.95%

		Past 1 Year			Inception Date 08/01/08
Precious Metals and Minerals Fund Institutional Shares
	Return Before Taxes	- 11.65%			5.43%

		Past 1 Year			Inception Date 08/01/10
Precious Metals and Minerals Fund Adviser Shares
	Return Before Taxes	- 12.07%			3.44%

					Institutional Shares Inception
		Past 1 Year	Past 5 Years	Past 10 Years	Date 08/01/08*
Indexes
	S&P 500 Index ® (reflects no deduction for fees, expenses, or taxes)	16.00%	1.66%	7.09%	5.05%
	NYSE Arca Gold Miners (GDM) Index (reflects no deduction for fees, expenses, or taxes)	-8.46%	1.16%	10.26%	2.50%
	Lipper Precious Metals Equity Funds Index (reflects no deduction for taxes)	-9.63%	2.67%	13.99%	4.14%

* The average annual total return for the S&P 500 Index, GDM Index, and Lipper Precious Metals Equity Funds Index was 13.68%, -0.30%, and -0.97%, respectively, from August 1, 2010 - the inception date of the Adviser Shares - through December 31, 2012.

Prospectus | 6

INVESTMENT ADVISER

USAA Asset Management Company (AMCO)

PORTFOLIO MANAGER(S)

Dan Denbow, CFA, Assistant Vice President and portfolio manager, has managed the Fund since October 2008.

PURCHASE AND SALE OF SHARES

Fund Shares:

·	Minimum initial purchase: $3,000

·	Minimum subsequent investment: $50

Institutional Shares:

Adviser Shares:

7 | USAA Precious Metals and Minerals Fund

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

Prospectus | 8

USAA Asset Management Company (AMCO) manages this Fund. For easier reading, AMCO may be referred to as “we” or “us” throughout the prospectus.

INVESTMENT OBJECTIVE

n What is the Fund’s investment objective?

Long-term capital appreciation and to protect the purchasing power of your capital against inflation. The Fund’s Board of Trustees (the Board) may change this investment objective without shareholder approval.

PRINCIPAL INVESTMENT STRATEGY

n What is the Fund’s principal investment strategy?

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.

Since the majority of the Fund’s assets will be invested in companies principally engaged in the exploration, mining, or processing of gold and other precious metals and minerals, the Fund may be subject to greater risks and greater market fluctuations than other funds with a portfolio of securities representing

a broader range of investment objectives. We define “principally engaged” to mean that a majority of a company’s revenue, earnings, or cash flow comes from the exploration, mining, or processing of gold and other precious metals and minerals, such as platinum, silver, and diamonds, or that a majority of a company’s asset value as determined by us comes from gold and other precious metals and minerals, such as platinum, silver, and diamonds.

9 | USAA Precious Metals and Minerals Fund

n Will the Fund’s assets be invested in any other securities?

We may invest the remainder of the Fund’s assets in equity securities of natural resource companies, such as those engaged in exploration, production, or processing of base metals, oil, coal, or forest products.

n Will the Fund’s assets be invested in illiquid securities?

n How are the decisions to buy and sell securities made?

We look for well-managed and prudently financed low-cost producers with good production or reserve growth potential that sell at a reasonable valuation on a risk-adjusted basis. We will sell these securities when they no longer meet these criteria.

TEMPORARY DEFENSIVE STRATEGY

RISKS

Commodities Investing Risk: The Fund’s investment in commodity-linked derivative instruments such as exchange traded notes may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political, and regulatory developments. The commodity-linked derivative instrument that the Fund may invest in may concentrate its assets in a particular sector of the commodities market (such as oil, metal, or agricultural products). As a result, the security may be more susceptible to risks associated with those sectors.

Prospectus | 10

v	Emerging Markets Risk : Investments in countries that are in the early stages of their industrial development involve exposure to economic structures that generally are less diverse and mature than those in the United States and to political systems that may be less stable.

v	Political Risk: Political risk includes a greater potential for coups d’etat, revolts, and expropriation by governmental organizations.

Management Risk: The Fund is subject to management risk, which is the possibility that the investment techniques and risk analyses used by the Fund’s manager(s) will not produce the desired results.

Natural Resources Investing Risk: The natural resources industries can be significantly affected by events relating to international political and economic developments, the means of global transportation, energy conservation, the success of exploration projects, commodity prices, natural and/or man-made disasters, and tax and other government regulations.

Nondiversification Risk: The Fund is nondiversified, which means that it 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

11 | USAA Precious Metals and Minerals Fund

more susceptible to risks associated with a single issuer or economic, political, or regulatory event than a diversified fund.

Precious Metals and Minerals Securities Risk: Because of commodity price volatility and the increased impact such volatility has on the profitability of precious metals and minerals companies, there are additional risks involved in investing in precious metals and minerals securities. In addition, because the Fund focuses on investments in securities of precious metals and minerals companies, the Fund’s performance largely depends on the overall condition of these com-panies, and the Fund could be subject to greater risks and greater market fluctuations than other funds with a portfolio of securities representing a broader range of investment objectives. Precious metals and minerals companies could be affected by sharp price volatility caused by global economic, financial, and political factors. Resource availability, government regulation, and economic cycles could also adversely affect these companies. However, since the market action of such securities has tended to move independently of the broader financial markets, the addition of precious metals and minerals securities to your portfolio may reduce overall fluctuations in portfolio value.

The Fund is subject to the risk of sharp price volatility of metals or minerals, and of shares of companies principally engaged in activities related to metals or minerals. This risk applies whether the particular metals or minerals are precious and rare (such as gold and diamonds) or base and common (such as nickel and zinc). Investments related to metals or minerals may fluctuate in price significantly over short periods because of a variety of worldwide economic, financial, and political factors. These factors include: economic cycles; changes in inflation or expectations about inflation in various countries; interest rates; currency fluctuations; metal sales by governments, central banks, or international agencies; investment speculation; resource availability; commodity prices; fluctuations in industrial and commercial supply and demand; government regulation of the metals and materials industries; and government prohibitions or restrictions on the private ownership of certain precious and rare metals and minerals.

Prospectus | 12

when stock prices generally go up, and periods when stock prices generally go down. Equity securities tend to be more volatile than bonds.

ADDITIONAL INFORMATION

PORTFOLIO HOLDINGS

The Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities are available in the Fund’s SAI, which is available upon request.

FUND MANAGEMENT

We provide investment management services to the Fund pursuant to an Advisory Agreement. Under this agreement, we are responsible for managing the Fund’s portfolio (including placement of brokerage orders), subject to the authority of and supervision by the Board. A discussion regarding the basis of the Board‘s approval of the Fund’s Advisory Agreement is available in the Fund’s annual report to shareholders for the period ended May 31.

The performance adjustment is calculated monthly by comparing the performance of the relevant share class to that of the Lipper Precious Metals Equity Funds Index over the performance period. The Lipper Precious Metals Equity Funds Index tracks the total return performance

13 | USAA Precious Metals and Minerals Fund

of the 10 largest funds within the Lipper Precious Metals Equity Funds category. This category includes funds that invest at least 65% of their equity portfolio in shares of gold mines, gold-oriented mining finance houses, gold coins, or bullion. The performance period for each share class consists of the current month plus the previous 35 months

OVER/UNDER PERFORMANCE ANNUAL ADJUSTMENT RATE

RELATIVE TO INDEX (IN BASIS POINTS AS A PERCENTAGE

(IN BASIS POINTS) 1 OF THE FUND’S AVERAGE NET ASSETS) 1

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

+/ – 100 to 400 +/ – 4

+/ – 401 to 700 +/ – 5

+/ – 701 and greater +/ – 6

Under the performance fee arrangement, the Fund will pay a positive performance fee adjustment for a performance period whenever the Fund outperforms the Lipper Precious Metals Equity Funds Index over that period, even if the Fund had overall negative returns during the performance period. For the fiscal year ended May 31, 2013, the performance adjustment subtracted from the base investment management fee of 0.75% by 0.04% for the Fund Shares and by 0.01% for the Institutional Shares, and by 0.02% for the Adviser Shares.

We have agreed, through October 1, 2014, to make payments or waive management, administration, and other fees to limit the expenses of the Fund’s Adviser Shares so that the total annual operating expenses (excluding commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 1.45% of the Adviser Shares’ average net assets. This reimbursement arrangement may not be changed or terminated during this time period without approval of the Board and may be changed or terminated by us at any time after October 1, 2014.

Prospectus | 14

If the total annual operating expense ratio of the Adviser Shares is lower than 1.45%, the Adviser Shares will operate at that lower expense ratio.

The Fund is authorized, although we have no present intention of utilizing such authority, to use a “manager-of-managers” structure. We could select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the actual day-to-day investment of the Fund’s assets. We would monitor each subadviser’s performance through quantitative and qualitative analysis and periodically report to the Board as to whether each subadviser’s agreement should be renewed, terminated, or modified. We also would be responsible for allocating assets to the subadvisers. The allocation for each subadviser could range from 0% to 100% of the Fund’s assets, and we could change the allocations without shareholder approval.

In addition to providing investment management services, we also provide administration and servicing to the Fund. Our affiliate, USAA Shareholder Account Services (SAS), provides transfer agency services to the Fund. The Fund or the Fund’s transfer agent may enter into agreements with third parties (Servicing Agents) to pay such Servicing Agents for certain administrative and servicing functions. USAA Investment Management Company acts as the Fund's distributor.

PORTFOLIO MANAGER(S)

Dan Denbow , CFA, Assistant Vice President and portfolio manager, has managed the Fund since October 2008. He has 21 years of investment management experience and has worked for us for 15 years. Education: B.B.A. and M.B.A., Texas Christian University. He holds the Chartered Financial Analyst (CFA)

designation and is a member of the CFA Institute and the CFA Society of San Antonio.

The SAI provides additional information about the portfolio manager's compensation, other accounts managed, and ownership of Fund securities.

PURCHASES

You may purchase shares directly from the Fund or through certain financial intermediaries as described below.

15 | USAA Precious Metals and Minerals Fund

OPENING AN ACCOUNT WITH THE FUND

As required by federal law, we must obtain certain information from you prior to opening an account with us. If we are unable to verify your identity, we may refuse to open your account, or we may open your account and take certain actions without prior notice to you, including restricting account transactions pending verification of your identity. If we subsequently are unable to verify your identity, we may close your account and return to you the value of your shares at the next calculated net asset value (NAV). We prohibit opening accounts for, including but not limited to, foreign financial institutions, shell banks, correspondent accounts for foreign shell banks, and correspondent accounts for foreign financial institutions. A “foreign shell bank” is a foreign bank without a physical presence in any country. A “correspondent account” is an account established for a foreign bank to receive deposits from, or to make payments or other disbursements on behalf of, the foreign bank, or to handle other financial transactions related to such foreign bank.

TAXPAYER IDENTIFICATION NUMBER

PURCHASING SHARES

Fund Shares:

Prospectus | 16

If Fund Shares are purchased through a retirement account or an investment professional ( e.g., financial intermediary), the policies and procedures on these purchases may differ from those discussed in this prospectus. Additional fees also may apply to your investment in a Fund, including a transaction fee, if you buy or sell shares of the Fund through a broker or other investment professional. For more information on these fees, check with your investment professional.

Institutional Shares:

Adviser Shares:

The Adviser Shares are a separate share class of the Fund and are not a separate mutual fund. The Adviser Shares are available for investment through financial intermediaries, including banks, broker-dealers, insurance companies, investment advisers, plan sponsors, and financial professionals that provide various administrative and distribution services.

17 | USAA Precious Metals and Minerals Fund

Please contact your financial intermediary or plan sponsor for a complete description of its policies.

Copies of the Fund's annual report, semiannual report, and SAI are available from your financial intermediary or plan sponsor.

MINIMUM INITIAL PURCHASE

Fund Shares:

$3,000. However, the Fund reserves the right to waive or lower purchase minimums of Fund Shares in certain circumstances.

Institutional Shares:

$1 million. However, the Fund reserves the right to waive or lower purchase minimums of Institutional Shares in certain circumstances.

Adviser Shares:

$3,000. However, financial intermediaries may require their clients to meet different investment minimums.

ADDITIONAL PURCHASES

Fund Shares:

$50 minimum per transaction, per account . Employees of USAA and its affiliated companies may make additional purchases through payroll deduction for as little as $25 per pay period.

Institutional Shares:

Adviser Shares:

Contact your financial intermediary for trade deadlines and the applicable procedures for purchasing, selling, or exchanging your shares as well as initial and subsequent investment minimums.

Prospectus | 18

EFFECTIVE DATE OF PURCHASE

When you make a purchase, your purchase price will be the NAV per share next determined after we or the financial intermediary receive your request in proper form ( e.g., complete, signed application and payment). The Fund’s NAV is determined as of the close of the regular trading session (generally 4 p.m. Eastern time) of the New York Stock Exchange (NYSE) each day it is open for trading. If we or the financial intermediary receive your purchase request in proper form prior to that time, your purchase price will be the NAV per share determined for that day. If we or the financial intermediary receive your purchase request in proper form after that time, the purchase price will be the NAV per share calculated as of the close of the next regular trading session of the NYSE.

The Fund or the Fund's transfer agent may enter into agreements with Servicing Agents, which hold Fund Shares or Institutional Shares in omnibus accounts for their customers, under which the Servicing Agents are authorized to receive orders for shares of the Fund on the Fund’s behalf. Under these arrangements, the Fund will be deemed to have received an order when an authorized Servicing Agent receives the order. Accordingly, customer orders will be priced at the Fund’s NAV next computed after they are received by an authorized Servicing Agent even though the orders may be transmitted to the Fund by the Servicing Agent after the time the Fund calculates its NAV.

PAYMENT

REDEMPTIONS

19 | USAA Precious Metals and Minerals Fund

redeemed shares and the proceeds you receive upon their redemption. See Taxes for information regarding basis election and reporting.

The Fund may elect to suspend the redemption of shares or postpone the date of payment in limited circumstances ( e.g., if the NYSE is closed or when permitted by order of the SEC).

REDEEMING SHARES

Fund Shares:

Telephone redemption privileges are established automatically when you complete your application. The Fund has undertaken certain authentication procedures regarding telephone transactions and will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. Before any discussion regarding your account, we will obtain certain information from you to verify your identity. Additionally, your telephone calls may be recorded or monitored, and confirmations of account transactions are sent to the address of record or by electronic delivery to your designated e-mail address.

Prospectus | 20

for that day, subject to the USAA Brokerage Services’ applicable policies and procedures.

Institutional Shares:

Adviser Shares:

Check with your financial intermediary for its policies on redemptions. Shares purchased through a financial intermediary should be redeemed through the financial intermediary. Normally, the Fund transmits proceeds to intermediaries for redemption orders received in proper form on the next business day after receipt. Under certain circum-stances and when deemed to be in the Fund’s best interests, proceeds may not be sent to intermediaries for up to seven days after receipt of the redemption order.

CONVERTING SHARES

CONVERTING FROM INSTITUTIONAL SHARES INTO FUND SHARES

21 | USAA Precious Metals and Minerals Fund

CONVERTING FROM ADVISER SHARES INTO FUND SHARES

PRICING

When a conversion occurs, you receive shares of one class of a Fund for shares of another class of the same Fund. At the time of conversion, the dollar value of the “new” shares you receive equals the dollar value of the “old” shares that were converted. In other words, the conversion has no effect on the value of your investment in the Fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes. A conversion between share classes of the same Fund is a nontaxable event.

EXCHANGES

For federal income tax purposes, an exchange between funds is a taxable event unless you hold the shares in a tax-deferred account or are a tax-exempt investor; as such, you may realize a capital gain or loss. Such capital gains or losses are based on the difference between your basis in the exchanged shares and the price of the shares when they are exchanged. See Taxes for information regarding basis election and reporting.

EXCHANGE PRIVILEGE

The exchange privilege is automatic when you complete your application with us. You may exchange shares among funds in the USAA family of funds, provided the shares to be acquired are offered in your state of residence. The Fund, however, reserves the right to terminate or change the terms of an exchange offer.

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pursuant to the procedures set forth herein. See the section on Effective Date of Purchase for additional information. The investment minimums applicable to share purchases also apply to exchanges.

OTHER IMPORTANT INFORMATION ABOUT PURCHASES, REDEMPTIONS, AND EXCHANGES

CONTACTING USAA

The following features may be available to you to purchase, redeem, and exchange Fund Shares you hold in a USAA mutual fund account with us.

Internet Access – usaa.com

Mobile Access – mobile.usaa.com

n	Review account information and make most account transactions.

23 | USAA Precious Metals and Minerals Fund

USAA Self-Service Telephone System (800) 531-USAA (8722)

n	Access account information and make most account transactions. This service is available with an ESA and EFT Buy/Sell authorization on file.

Telephone

n	Call toll free (800) 531-USAA (8722) Monday – Friday, 7:30 a.m. to 8 p.m. Central time and Saturday, 8 a.m. to 5 p.m. Central time to speak with a member service representative.

Fax

n	Send a signed fax with your written redemption instructions to (800) 292-8177. In certain instances we may require a signature from all owners associated with an account.

Mail

n	If you would like to open an account or request a redemption by mail, send your application and check or written instructions to:

Regular Mail:

USAA Investment Management Company

P.O. Box 659453

San Antonio, TX 78265-9825

Registered or Express Mail:

USAA Investment Management Company

9800 Fredericksburg Road

San Antonio, TX 78240

Bank Wire

n	To add to your account or request a redemption by bank wire, visit us at usaa.com or call (800) 531-USAA (8722) for instructions. This helps to ensure that your account will be credited or debited promptly and correctly.

Electronic Funds Transfer

n	Additional purchases on a regular basis may be deducted electronically from a bank account, paycheck, income-producing investment, or USAA money market fund account. Sign up for these services when opening an account or log on to usaa.com or call (800) 531-USAA (8722) to add them.

Prospectus | 24

DISTRIBUTION FEES

REDEMPTION FEES

The Fund may charge a 1.00% fee on Adviser Shares redeemed before they have been held for more than 60 days. The fee applies if you redeem Adviser Shares by selling or by exchanging to another fund. Shares you have held the longest will be redeemed first. The redemp-tion fee may be waived in certain circumstances, including in situations involving hardship, mandatory or systematic actions, and in other circumstances as further described in the Fund's SAI.

ACCOUNT BALANCE

EXCESSIVE SHORT-TERM TRADING

Excessive short-term trading activity can disrupt the efficient management of a fund and raise its transaction costs by forcing

25 | USAA Precious Metals and Minerals Fund

portfolio managers to first buy and then sell portfolio securities in response to a large investment or redemption by short-term traders. While there is no assurance that the USAA Funds can deter all excessive and short-term trading, the Board of the USAA Funds has adopted the following policies (except for the money market funds, Short-Term Bond Fund, Ultra Short-Term Bond Fund, and Tax Exempt Short-Term Fund). These policies are designed to deter disruptive, excessive short-term trading without needlessly penalizing bona fide investors.

To deter such trading activities, the USAA Funds’ policies and procedures state that:

n	Each fund reserves the right to reject any purchase order, including an exchange, that it regards as disruptive to the efficient management of the particular fund.

THE USAA FUNDS’ RIGHT TO REJECT PURCHASE AND EXCHANGE ORDERS AND LIMIT TRADING IN ACCOUNTS

The USAA Funds’ main safeguard against excessive short-term trading is their right to reject purchase or exchange orders if in the best interest of the affected fund. In exercising this discretion to reject purchase and exchange orders, the USAA Funds deem that certain excessive short-term trading activities are not in the best interest of the fund because such activities can hamper the efficient management of the fund. Generally, persons who engage in an “in and out” (or ”out and in”) transaction within a 30-day period will violate the USAA Funds’ policy if they engage in another “in and out” (or “out and in”) trans-action in the same fund within 90 days. The USAA Funds also reserve the right to restrict future purchases or exchanges if an investor is classified as engaged in other patterns of excessive short-term trading,

Prospectus | 26

including after one large disruptive purchase and redemption or exchange. Finally, the USAA Funds reserve the right to reject any other purchase or exchange order in other situations that do not involve excessive short-term trading activities if in the best interest of a fund.

The following transactions are exempt from the excessive short-term trading activity policies described above:

n	Transactions in the money market funds, Short-Term Bond Fund, Ultra Short-Term Bond Fund, and Tax Exempt Short-Term Fund;

n	Purchases and sales pursuant to automatic investment or withdrawal plans;

n	Purchases and sales made through USAA Managed Portfolios – UMP TM , USAA 529 College Savings Plan TM , USAA Federal Savings Bank Trust Department, or other designated USAA managed investment accounts;

n	Purchases and sales of the Institutional Shares by the Target Retirement Funds, Cornerstone Conservative Fund and/or Cornerstone Equity Fund; and

n	Other transactions that are not motivated by short-term trading considerations if they are approved by transfer agent management personnel and are not disruptive to a fund.

27 | USAA Precious Metals and Minerals Fund

these omnibus accounts as an individual investor and will apply the short-term trading policies to the net purchases and sales submitted by the omnibus account unless the USAA Funds or their transfer agent have entered into an agreement requiring the omnibus account to submit the underlying trading information for their clients upon our request and/or monitor for excessive trading. For those omnibus accounts for which we have entered into agreements to monitor excessive trading or provide underlying trade information, the financial intermediary or USAA Funds will review net activity in these omnibus accounts for activity that indicates potential excessive short-term trading activity. If we detect suspicious trading activity at the omnibus account level, we will request underlying trading information and review the underlying trading activity to identify individual accounts engaged in excessive short-term trading activity. We will instruct the omnibus account to restrict, limit, or terminate trading privileges in a particular fund for individual accounts identified as engaging in excessive short-term trading through these omnibus accounts.

Because of the increased costs to review underlying trading inform-ation, the USAA Funds will not enter into agreements with every financial intermediary that operates an omnibus account. The USAA Funds or their transfer agent could decide to enter into such contracts with financial intermediaries for all funds or particular funds and can terminate such agreements at any time.

OTHER FUND RIGHTS

The Fund reserves the right to:

n	Reject or restrict purchase or exchange orders when in the best interest of the Fund;

n	Limit or discontinue the offering of shares of the Fund without notice to the shareholders;

Prospectus | 28

n	Calculate the NAV per share and accept purchase, exchange, and redemption orders on a business day that the NYSE is closed;

n	Require a signature guarantee for transactions or changes in account information in those instances where the appropriateness of a signature authorization is in question (the SAI contains information on acceptable guarantors);

n	Redeem an account with less than $250, with certain limitations; and

n	Restrict or liquidate an account when necessary or appropriate to comply with federal law.

MULTIPLE CLASS INFORMATION

SERVICE, DISTRIBUTION, AND ADMINISTRATIVE FEES

29 | USAA Precious Metals and Minerals Fund

distribution services. The distributor pays all or a portion of such fees to financial intermediaries that make the Adviser Shares available for investment by their customers. Because these fees may be used to pay for services that are not related to prospective sales of the Fund, the Adviser Shares may continue to make payments under the plan even if the Fund terminates the sale of Adviser Shares to investors. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. For additional information about the plan and its terms, see Multiple Class Information in the SAI.

ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES

Certain financial intermediaries perform recordkeeping and administrative services for their clients with respect to their investments in the Fund that would otherwise be performed by the Fund’s transfer agent. In some circumstances, we and/or the Fund will pay such service providers a fee for performing those services. Also, we and the Fund’s distributor may make payments to intermediaries for various additional services, other expenses and/or the financial intermediaries’ distribution of the Fund. Such payments may be made for one or more of the following: (1) distribution, which may include expenses incurred by financial intermediaries for their sales activities with respect to the Fund, such as preparing, printing, and distributing sales literature and advertising materials and compensating registered representatives or other employees of such financial intermediaries for their sales activities, as well as the opportunity for the Fund to be made available by such financial intermediaries; (2) shareholder services, such as providing individual and custom investment advisory services to clients of the financial intermediaries; and (3) marketing and promotional services, including business planning assistance, educating personnel about the Fund, and sponsorship of sales meetings, which may include covering costs of providing speakers. The distributor may sponsor seminars and conferences designed to educate financial intermediaries about the Fund and may cover the expenses associated with attendance at such meetings, including travel costs. These payments and activities are intended to educate financial inter-mediaries about the Fund and help defray the costs associated with offering the Fund. These payments may create a conflict of interest by influencing the financial intermediary to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information. The amount of any

Prospectus | 30

payments described by this paragraph is determined by us or the distributor, and all such amounts are paid out of the available assets of the advisor and distributor and do not affect the total expense ratio of the Fund.

SHAREHOLDER INFORMATION

SHARE PRICE CALCULATION

The price at which you purchase and redeem shares of a Fund is equal to the NAV per share determined on the effective date of the purchase or redemption. The NAV per share is calculated by adding the value of the Fund’s assets ( i.e., the value of its investment in the Fund and other assets), deducting liabilities, and dividing by the number of shares outstanding. Shares of the Fund may be purchased and sold at the NAV per share without a sales charge. The Fund’s NAV per share is calculated as of the close of the NYSE (generally 4 p.m. Eastern time) each day that the NYSE is open for regular trading. The NYSE is closed on most national holidays and Good Friday.

VALUATION OF SECURITIES

31 | USAA Precious Metals and Minerals Fund

affecting the values of foreign securities that occur between the time of their last quoted sales or official closing prices and the close of normal trading on the NYSE on a day the Fund’s NAV is calculated will not be reflected in the value of the Fund’s foreign securities. However, we will monitor for events that would materially affect the value of the Fund’s foreign securities. If we determine a particular event would materially affect the value of the Fund’s foreign securities, then we, under valuation procedures approved by the Board, will consider such available information that we deem relevant to determine a fair value for the affected foreign securities. In addition, the Fund may use information from an external vendor or other sources to adjust the foreign market closing prices of foreign equity securities to reflect what the Fund believes to be the fair value of the securities as of the close of the NYSE. Fair valuation of affected foreign equity securities may occur frequently based on an assessment that events which occur on a fairly regular basis (such as U.S. market movements) are significant.

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

Futures contracts are valued based upon the last quoted sales price at the close of market on the principal exchange on which they are traded.

Fair value methods used by the Fund include, but are not limited to, obtaining market quotations from secondary pricing services, broker-

Prospectus | 32

dealers, or widely used quotation systems. General factors considered in determining the fair value of securities include fundamental analytical data, the nature and duration of any restrictions on disposition of the securities, and an evaluation of the forces that influenced the market in which the securities are purchased and sold.

For additional information on how securities are valued, see Valuation of Securities in the Fund’s SAI.

DIVIDENDS AND OTHER DISTRIBUTIONS

Any distribution made by the Fund will reduce the NAV per share by the amount of the distribution on the ex-distribution date. You should consider carefully the effects of purchasing shares of the Fund shortly before any distribution. Some or all distributions may be subject to taxes. The Fund will invest in your account, at the current NAV per share, any distribution payment returned to the Fund by your financial institution.

TAXES

The following tax information is quite general and refers to the federal income tax law in effect as of the date of this prospectus.

n Treatment of the Fund

33 | USAA Precious Metals and Minerals Fund

foreign currency transactions, if any, all determined without regard to any deduction for dividends paid) and net capital gain ( i.e., the excess of net long-term capital gain over net short-term capital loss) that it distributes to its shareholders.

n Shareholder Taxation

Regardless of the length of time you have held shares of the Fund, distributions of net capital gain that the Fund realizes are taxable to you as long-term capital gains, whether received in cash or reinvested in additional shares of the Fund. Those distributions to individual shareholders will qualify for the 15% and 20% maximum federal income tax rates described above.

Prospectus | 34

income" over $200,000 (or $250,000 if married and filing jointly). This tax is in addition to any other taxes due on that income. A similar tax applies to estates and trusts. You should consult your tax adviser regarding the effect, if any, this provision may have on your investment in shares of the Fund.

n Foreign Taxes

Dividends and interest the Fund receives, and gains it realizes, on foreign securities may be subject to income, withholding, or other taxes foreign countries and U.S. possessions impose (foreign taxes) that would reduce the yield and/or total return on its investments. Tax conventions between certain countries and the United States may reduce or eliminate foreign taxes; however, many foreign countries do not impose taxes on capital gains in respect of investments by foreign investors.

35 | USAA Precious Metals and Minerals Fund

n Withholding

n Underreports dividend or interest income, or

n	Fails to certify that he or she is not subject to backup withholding.

Backup withholding is not an additional tax, and any amounts so withheld may be credited against a shareholder's federal income tax liability or refunded. To avoid this withholding requirement, you must certify, on your application or on a separate IRS Form W-9 supplied by the Fund’s transfer agent, that your taxpayer identification number is correct and you currently are not subject to backup withholding.

n Reporting

The Fund will report information to you annually concerning the tax status of dividends and other distributions for federal income tax purposes . In addition, the Fund (or its administrative agent) must report to the IRS and furnish to its shareholders the basis information for Covered Shares and indicate whether they had a short-term (one year or less) or long-term (more than one year) holding period. You should consult with their tax adviser to obtain more information about how the basis reporting law applies to you .

SHAREHOLDER MAILINGS

n Householding

Prospectus | 36

n Electronic Delivery

Log on to usaa.com and sign up to receive your statements, confirmations, financial reports, and prospectuses electronically instead of through the mail.

FINANCIAL HIGHLIGHTS

The information has been derived from the financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report to shareholders, which is available upon request.

37 | USAA Precious Metals and Minerals Fund

PRECIOUS METALS AND MINERALS FUND SHARES

			Year Ended May 31,
			2013		2012		2011		2010			2009
Net asset value at beginning of period		$	25.80	$	40.55	$	36.87	$	29.49		$	35.52
Income (loss) from investment operations:
	Net investment loss (a)		(.00)	(e)	(.07)		(.23)		(.24)			(.07)
	Net realized and unrealized gain (loss) (a)		(8.67)		(10.76)		8.52	(b)		8.15		(3.37)
Total from investment operations (a)			(8.67)		(10.83)		8.29		7.91			(3.44)
Less distributions from:
	Net investment income		-		(.08)		(.67)		(.53)			(.01)
	Realized capital gains		(.44)		(3.84)		(3.94)		-			(2.58)
Total distributions			(.44)		(3.92)		(4.61)		(.53)			(2.59)
Net asset value at end of period		$	16.69	$	25.80	$	40.55	$	36.87		$	29.49
Total return (%)*			(34.23)		(29.04)		21.99	(b)	27.03		(c)	(4.26)
Net assets at end of period (000)		$	841,841	$	1,577,939	$	2,246,060	$	1,767,212		$	1,261,041
Ratios to average net assets:**
	Expenses (%) (d)		1.18		1.17		1.15		1.20		(c)	1.31
	Net investment loss (%)		(.01)		(.21)		(.56)		(.75)			(.31)
Portfolio turnover (%)			15		20		24		23			28

* 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 year ended May 31, 2013, average net assets were $1,385,044,000.
(a) Calculated using average shares. For the year ended May 31, 2013, average shares were 54,276,000.
(b) 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.
(c) During the year ended May 31, 2010, SAS reimbursed the Fund Shares $188,000 for corrections in fees paid for the administration and servicing of certain accounts. The effect of this reimbursement on the Fund Shares' total return was less than 0.01%. The reimbursement decreased the Fund Shares' expense ratios by 0.01%. This decrease is excluded from the expense ratios above.
(d) Reflects total 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%) †			(.01%)
	† Represent less than 0.01% of average net assets.
(e) Represents less than $0.01 per share.

Prospectus | 38

PRECIOUS METALS AND MINERALS FUND INSTITUTIONAL SHARES

			Year Ended May 31,									Period Ended May 31,
					2013		2012		2011		2010	2009***

Net asset value at beginning of period				$	25.87	$	40.67	$	36.95	$	29.54	$	31.64
Income (loss) from investment operations:
	Net investment income (loss ) (a)				.06		.02		(.11)		(.13)		(.05)
	Net realized and unrealized gain (loss) (a)				(8.72)		(10.81)		8.53	(b)	8.16		.54	(c)
Total from investment operations (a)					(8.66)		(10.79)		8.42		8.03		.49
Less distributions from:
	Net investment income				-		(.17)		(.76)		(.62)		(.01)
	Realized capital gains				(.44)		(3.84)		(3.94)		-		(2.58)
Total distributions					(.44)		(4.01)		(4.70)		(.62)		(2.59)
Net asset value at end of period				$	16.77	$	25.87	$	40.67	$	36.95	$	29.54
Total return (%)*					(34.10)		(28.89)		22.32	(b)	27.43		7.66
Net assets at end of period (000)				$	317,818	$	145,782	$	64,034	$	40,197	$	10,039
R Ratios to average net assets:**
	Expenses (%) (d)				.99		.97		.89		.90		.90	(e)
	Expenses, excluding reimbursements (%) (d)				.99		.97		.89	(f)	.90	(f)	.90	(e),(f)
	Net investment loss (%)				.27		.05		(.28)		(.42)		(.28)	(e)
Portfolio turnover (%)					15		20		24		23		28

		* 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 year ended May 31, 2013, average net assets were $293,378,000.
		*** Institutional Shares were initiated on August 1, 2008.
		(a) Calculated using average shares. For the year ended May 31, 2013, average shares were 12,455,000.
		(b) For 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) Reflected a net realized and unrealized gain per share, whereas the statement of operations reflected a net realized and unrealized loss for the period for the Fund in total. The difference in realized and unrealized gains and losses for the Fund versus the Institutional Shares is due to the timing of sales and repurchases of the Institutional Shares in relation to fluctuating market values for the portfolio.
		(d) Reflects total 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%.
		(e) Annualized. The ratio is not necessarily indicative of 12 months of operations.
		(f) Prior to October 1, 2010, the Manager voluntarily agreed to limit the annual expense of the Institutional Shares to 0.90% of the Institutional Shares' average net assets.

39 | USAA Precious Metals and Minerals Fund

PRECIOUS METALS AND MINERALS FUND ADVISER SHARES
		Year Ended May 31					Period Ended May 31,
			2013		2012		2011***

Net asset value at beginning of period		$	25.68		$	40.48	$	36.47
Income (loss) from investment operations:
	Net investment income (loss) (a)		(.06)			(.13)		(.27)
	Net realized and unrealized gain (loss) (a)		(8.61)			(10.78)		8.85	(b)
Total from investment operations (a)			(8.67)			(10.91)		8.58
Less distributions from:
	Net investment income		-			(.06)		(.63)
	Realized capital gains		(.44)			(3.84)		(3.94)
Total distributions			(.44)			(3.90)		(4.57)
Redemption fees			(.00)	(c)		.01		(.00)	(c)
Net asset value at end of period		$	16.57		$	25.68	$	40.48
Total return (%)*			(34.39)			(29.26)		23.02	(b)
Net assets at end of period (000)		$	11,052		$	11,904	$	6,384
Ratios to average net assets:**
	Expenses (%) (d)		1.45			1.45		1.45	(e)
	Expenses, excluding reimbursements (%) (d)		1.49			1.55		1.90	(e)
	Net investment loss (%)		(.23)			(.39)		(.78)	(e)
Portfolio turnover (%)			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 year ended May 31, 2013, average net assets were $13,831,000.
*** Adviser Shares were initiated on August 1, 2010.
(a) Calculated using average shares. For the year ended May 31, 2013, average shares were 562,000.
(b) During the period 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 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%.
(e) Annualized. The ratio is not necessarily indicative of 12 months of operations.

Prospectus | 40

9800 Fredericksburg Road

San Antonio, Texas 78288

PRSRT STD

U.S. Postage

PAID

USAA

S AVE PAPER AND FUND COSTS

Under My Profile usaa.com select Manage Preferences

Set your Documents Preferences to USAA documents online

If you would like more information about the Fund, you may call

(800) 531-USAA (8722) to request a free copy of the Fund’s

statement of additional information (SAI), annual or semiannual

reports, or to ask other questions about the Fund. The SAI has

been filed with the SEC and is incorporated by reference to and

legally a part of this prospectus. In the Fund’s annual report, you

will find a discussion of the market conditions and investment

strategies that significantly affected the Fund’s performance

during the last fiscal year. The Fund’s annual and semiannual

reports also may be viewed, free of charge, on usaa.com . A

complete description of the Fund’s policies and procedures with

respect to the disclosure of the Fund’s portfolio securities is

available in the Fund’s SAI. The SAI is not available on usaa.com

because of cost considerations and lack of investor demand.

To view these documents, along with other related documents,

you may visit the EDGAR database on the SEC’s website (www.sec.

gov) or the Commission’s Public Reference Room in Washington,

DC. Information on the operation of the Public Reference Room

may be obtained by calling (202) 551-8090. Additionally, copies of

this information may be obtained, after payment of a duplicating

fee, by electronic request at the following e-mail address: publicinfo@

sec.gov or by writing the Public Reference Section of the

Commission, Washington, DC 20549- 1520.

[USAA EAGLE LOGO (R)] We Know what it means to serve ®.

Part A

Prospectus for the

World Growth Fund Shares, World Growth Fund Advisor Shares

Filed herein

[USAA Eagle Logo (R)]

PROSPECTUS

USAA WORLD GROWTH FUND

FUND SHARES (USAWX) n ADVISER SHARES (USWGX)

OCTOBER 1, 2013

TABLE OF CONTENTS

Investment Objective	1
Fees and Expenses	1
Principal Investment Strategy	2
Principal Risks	3
Performance	4
Investment Adviser	6
Subadviser(s)	6
Portfolio Manager(s)	7
Purchase and Sale of Shares	7
Tax Information	7
Payments to Broker-Dealers and
Other Financial Intermediaries	8
Investment Objective	9
Principal Investment Strategy	9
Risks	11
Portfolio Holdings	12
Fund Management	12
Portfolio Manager(s)	15
Purchases	16
Redemptions	19
Converting Shares	21
Exchanges	21
Other Important Information
About Purchases, Redemptions, and Exchanges	22
Multiple Class Information	28
Shareholder Information	30
Financial Highlights	36

INVESTMENT OBJECTIVE

The USAA World Growth Fund (the Fund) seeks capital appreciation.

FEES AND EXPENSES

Shareholder Fees
(fees paid directly from your investment)
		Fund Shares	Adviser Shares
	Redemption Fee (on shares held less than 60 days)	None	1.00%

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
		Fund Shares	Adviser Shares
	Management Fee (fluctuates based on the Fund's performance relative to a securities market index)	0.79%	0.78%
	Distribution and/or Service (12b-1) Fees	None	0.25%
	Other Expenses	0.46%	0.60%
	Total Annual Operating Expenses	1.25%	1.63%
	Reimbursement From Adviser	N/A	(0.03%) (a)
	Total Annual Operating Expenses After Reimbursement	1.25%	1.60 %

	(a) The Adviser has agreed, through October 1, 2014, to make payments or waive management, administration, and other fees to limit the expenses of the Adviser Shares 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 1.60% 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 Adviser at any time after October 1, 2014.

1 | USAA World Growth Fund

Example

This example is intended to help you compare the cost of investing in this Fund with the cost of investing in other mutual funds. Although your actual costs may be higher or lower, you would pay the following expenses on a $10,000 investment, assuming (1) a 5% annual return, (2) the Fund’s operating expenses remain the same, (3) you redeem all of your shares at the end of the periods shown, and (4) the expense limitation arrangement for the Adviser Shares is not continued.

	1 Year		3 Years		5 Years		10 Years
Fund Shares	$	127	$	397	$	686	$	1,511
Adviser Shares	$	166	$	514	$	887	$	1,933

Portfolio Turnover

For the most recent fiscal year, the Fund’s portfolio turnover rate was 12% of the average value of its whole portfolio.

PRINCIPAL INVESTMENT STRATEGY

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.

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

Prospectus | 2

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.

PRINCIPAL RISKS

The equity securities in the Fund’s portfolio are subject to stock market risk. A company's stock price in general may decline over short or even extended periods, regardless of the success or failure of a company’s operations. Equity securities tend to be more volatile than bonds. In addition, to the degree the Fund invests in foreign securities, there is a possibility that the value of the Fund’s investments in foreign securities will decrease because of unique risks, such as currency exchange-rate fluctuations; foreign market illiquidity; emerging market risk; increased price volatility; uncertain political conditions; exchange control regulations; foreign ownership limits; different accounting, reporting, and disclosure requirements; difficulties in obtaining legal judgments; and foreign withholding taxes. These risks are particularly heightened in this Fund due to the fact that within the universe of foreign investing, investments in emerging market countries are most volatile. Emerging market countries are less diverse and mature than other countries and tend to be politically less stable.

3 | USAA World Growth Fund

PERFORMANCE

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The Fund has two classes of shares: Fund Shares and Adviser Shares. The bar chart provides some indi-cation of the risks of investing in the Fund and illustrates the Fund Shares' volatility and performance from year to year for each full calendar year over the past 10 years. The table shows how the average annual total returns of the share classes for the periods indicated compared to those of the Fund’s benchmark index and an additional index of funds with similar investment objectives.

Prospectus | 4

RISK/RETURN BAR CHART

Annual Returns for Periods Ended December 31

[Bar chart]

2003	2004	2005	2006	2007	2008	2009	2010	2011	2012
27.73%	18.32%	7.73%	23.96%	9.32%	-34.00%	31.36%	12.19%	-4.35%	23.41%


	SIX-MONTH YTD TOTAL RETURN
	9.23% (6/30/13)
	BEST QUARTER*	WORST QUARTER*
	19.17% 2nd Qtr. 2009	-18.21% 4th Qtr. 2008
	* Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.

5 | USAA World Growth Fund

shown only for the Fund Shares and may differ for the Adviser Share class.

AVERAGE ANNUAL TOTAL RETURNS
For Periods Ended December 31, 2012

	Past	Past	Past
	1 Year	5 Years	10 Years
World Growth Fund Shares
Return Before Taxes	23.41%	2.80%	9.74%
Return After Taxes on Distributions	23.23%	2.65%	9.24%
Return After Taxes on Distributions and Sale of Fund Shares	15.45%	2.41%	8.63%

				Inception
	Past			Date
	1 Year			08/01/10
World Growth Fund Adviser Shares
Return Before Taxes	23.04%			11.92%

				Inception
	Past	Past	Past	Date
	1 Year	5 Years	10 Years	08/01/10
Indexes

MSCI World Index (reflects no deduction for fees, expenses, or taxes)	15.83%	-1.18%	7.51%	9.84%
Lipper Global Funds Index (reflects no deduction for taxes)	16.07%	-1.00%	7.67%	7.98%

INVESTMENT ADVISER

USAA Asset Management Company (AMCO)

SUBADVISER(S)

Massachusetts Financial Services Company d/b/a MFS Investment Management (MFS)

Prospectus | 6

PORTFOLIO MANAGER(S)

David R. Mannheim, Investment Officer and Portfolio Manager of MFS, has managed the Fund since June 2002.

Roger Morley, Investment Officer and Portfolio Manager of MFS, has managed the Fund since October 2009.

PURCHASE AND SALE OF SHARES

Fund Shares:

·	Minimum initial purchase: $3,000

·	Minimum subsequent investment: $50

Adviser Shares:

TAX INFORMATION

7 | USAA World Growth Fund

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

Prospectus | 8

USAA Asset Management Company (AMCO) manages this Fund. For easier reading, AMCO may be referred to as “we” or “us” throughout the prospectus.

INVESTMENT OBJECTIVE

n What is the Fund’s investment objective?

Capital appreciation. The Fund’s Board of Trustees (the Board) may change this investment objective without shareholder approval.

PRINCIPAL INVESTMENT STRATEGY

n What is the Fund’s principal investment strategy?

The Fund invests 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.

n Why are foreign and domestic stocks combined in the Fund’s portfolio?

We believe that foreign stocks may have a balancing impact with regard to domestic stocks during periods of adverse economic and market conditions in the United States. Therefore, the Fund combines the advantages of investing in a diversified international market and domestic market, with the convenience and liquidity of a mutual fund based in the United States.

n Are there any restrictions as to the types of businesses or operations of companies in which the Fund’s assets may be invested?

9 | USAA World Growth Fund

country, a small number of countries, or a particular geographic region. While MFS may invest the Fund’s assets in companies of any size, MFS generally focuses on companies with large capitalizations.

n Will the Fund’s asset be invested in illiquid securities?

n How are the decisions to buy and sell securities made?

MFS may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into opportunities believed to be more promising, among others.

TEMPORARY DEFENSIVE STRATEGY

Prospectus | 10

RISKS

significant examination on foreign investing are:

v	Emerging Markets Risk : Investments in countries that are in the early stages of their industrial development involve exposure to economic structures that generally are less diverse and mature than those in the United States and to political systems that may be less stable.

v	Polit ical Risk: Political risk includes a greater potential for coups d’etat, revolts, and expropriation by governmental organizations.

11 | USAA World Growth Fund

could experience higher portfolio turnover and higher transaction costs than normal if the new subadviser realigns the portfolio to reflect its investment techniques and philosophy. A realignment of the Fund’s portfolio could result in higher capital gains and distributions, which could affect the tax efficiency of the Fund negatively.

ADDITIONAL INFORMATION

PORTFOLIO HOLDINGS

The Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities are available in the Fund’s SAI, which is available upon request.

FUND MANAGEMENT

We provide investment management services to the Fund pursuant to an Advisory Agreement. Under this agreement, we are responsible for managing the business and affairs of the Fund, subject to the authority of and supervision by the Board. A discussion regarding the basis of the Board’s approval of the Fund’s Advisory and Subadvisory Agreements

Prospectus | 12

is available in the Fund’s annual report to shareholders for the period ended May 31.

The performance adjustment is calculated separately for each class of shares of the Fund and will be added to or subtracted from the base investment management fee depending upon the performance of the respective share class relative to the performance of the Lipper Global Funds Index, which tracks the total return performance of the 30 largest funds within this category. This category includes funds that invest at least 25% of their portfolio in securities traded outside of the United States and that may own U.S. securities as well.

The performance adjustment is calculated monthly by comparing the performance of the relevant share class to that of the Lipper Global Funds Index over the performance period. The performance period for each share class consists of the current month plus the previous 35 months.

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 over-performance) or subtracted from (in the case of underperformance) the base investment management fee as referenced in the following chart:

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

13 | USAA World Growth Fund

Under the performance fee arrangement, the Fund will pay a positive performance fee adjustment for a performance period whenever the Fund outperforms the Lipper Global Funds Index over that period, even if the Fund had overall negative returns during the performance period. For the fiscal year ended May 31, 2013, the performance adjustment added to the base investment management fee of 0.75% by 0.04% for the Fund Shares and 0.03% for the Adviser Shares.

We have agreed, through October 1, 2014, to make payments or waive management, administration, and other fees to limit the expenses of the Adviser Shares of the Fund so that the total annual operating expenses (excluding commission recapture, expense offset arrange-ments, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 1.60% of the Adviser’s Shares’ average net assets. This reimbursement arrangement may not be changed or terminated during this time period without approval of the Board and may be changed or terminated by us at any time after October 1, 2014. If the total annual operating expense ratio of the Adviser Shares is lower than 1.60%, the Adviser Shares will operate at that lower expense ratio.

Prospectus | 14

subsidiary of Sun Life Financial Inc. (a diversified financial services company). As of June 30, 2013, net assets under the management of the MFS organization were approximately $353 billion. MFS is compensated directly by AMCO and not by the Fund.

In addition to providing investment management services, we also provide administration and servicing to the Fund. Our affiliate, USAA Shareholder Account Services (SAS), provides transfer agency services to the Fund. The Fund or the Fund’s transfer agent may enter into agreements with third parties (Servicing Agents) to pay such Servicing Agents for certain administrative and servicing functions. USAA Investment Management Company acts as the Fund's distributor.

PORTFOLIO MANAGER(S)

David R. Mannheim, Investment Officer and Portfolio Manager, has been employed in the investment area of MFS since 1988 and has managed the Fund since June 2002.

Roger Morley, Investment Officer and Portfolio Manager, has been employed in the investment area of MFS since 2002 and has managed the Fund since October 2009.

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

CHANGE OF SUBADVISERS

15 | USAA World Growth Fund

PURCHASES

You may purchase shares directly from the Fund or through certain financial intermediaries as described below.

OPENING AN ACCOUNT WITH THE FUND

If we subsequently are unable to verify your identity, we may close your account and return to you the value of your shares at the next calculated net asset value (NAV). We prohibit opening accounts for, including but not limited to, foreign financial institutions, shell banks, correspondent accounts for foreign shell banks, and correspondent accounts for foreign financial institutions. A “foreign shell bank” is a foreign bank without a physical presence in any country. A “correspondent account” is an account established for a foreign bank to receive deposits from, or to make payments or other disbursements on behalf of, the foreign bank, or to handle other financial transactions related to such foreign bank.

TAXPAYER IDENTIFICATION NUMBER

Each shareholder named on an account must provide a Social Security number or other taxpayer identification number to avoid possible tax withholding required by the Internal Revenue Code of 1986, as amended (the Code). See the section on Taxes for additional tax information.

Prospectus | 16

PURCHASING SHARES

Fund Shares:

If Fund Shares are purchased through a retirement account or an investment professional ( e.g., financial intermediary), the policies and procedures on these purchases may differ from those discussed in this prospectus. Additional fees also may apply to your investment in a Fund, including a transaction fee, if you buy or sell shares of the Fund through a broker or other investment professional. For more infor-mation on these fees, check with your investment professional.

Adviser Shares:

Copies of the Fund's annual report, semiannual report, and SAI are available from your financial intermediary or plan sponsor.

17 | USAA World Growth Fund

MINIMUM INITIAL PURCHASE

Fund Shares:

$3,000. However, the Fund reserves the right to waive or lower purchase minimums of Fund Shares in certain circumstances.

Adviser Shares:

$3,000. However, financial intermediaries may require their clients to meet different investment minimums.

ADDITIONAL PURCHASES

Fund Shares:

$50 minimum per transaction, per account. Employees of USAA and its affiliated companies may make additional purchases through payroll deduction for as little as $25 per pay period.

Adviser Shares:

Contact your financial intermediary for trade deadlines and the applicable procedures for purchasing, selling, or exchanging your shares as well as initial and subsequent investment minimums.

EFFECTIVE DATE OF PURCHASE

When you make a purchase, your purchase price will be the NAV per share next determined after we or the financial intermediary receive your request in proper form ( e.g., complete, signed application and payment). The Fund’s NAV is determined as of the close of the regular trading session (generally 4 p.m. Eastern time) of the New York Stock Exchange (NYSE) each day it is open for trading. If we or the financial intermediary receive your purchase request in proper form prior to that time, your purchase price will be the NAV per share determined for that day. If we or the financial intermediary receive your purchase request in proper form after that time, the purchase price will be the NAV per share calculated as of close of the next regular trading session of the NYSE.

A Fund or a Fund's transfer agent may enter into agreements with Servicing Agents, which hold Fund Shares or Adviser Shares in omnibus

Prospectus | 18

accounts for their customers, under which the Servicing Agents are authorized to receive orders for shares of the Fund on the Fund’s behalf. Under these arrangements, the Fund will be deemed to have received an order when an authorized Servicing Agent receives the order. Accordingly, customer orders will be priced at the Fund’s NAV next computed after they are received by an authorized Servicing Agent even though the orders may be transmitted to the Fund by the Servicing Agent after the time the Fund calculates its NAV.

PAYMENT

REDEMPTIONS

The Fund may elect to suspend the redemption of shares or postpone the date of payment in limited circumstances ( e.g., if the NYSE is closed or when permitted by order of the SEC).

REDEEMING SHARES

Fund Shares:

If you have any account with us, you may redeem Fund Shares by Internet, by telephone, by mail, or through your financial intermediary on any day the NAV per share is calculated. Fund Share redemptions will receive a redemption price of the NAV per share next determined after we receive your request in proper form. If we receive your redemption request in proper form prior to the close of the NYSE's regular trading session (generally 4 p.m. Eastern time), your redemption price will be the NAV per share determined for that day.

19 | USAA World Growth Fund

If we receive the redemption request after that time, the redemption price will be the NAV per share calculated as of the close of the next regular trading session of the NYSE.

Telephone redemption privileges are established automatically when you complete your application. The Fund has undertaken certain authentication procedures regarding telephone transactions and will employ reasonable procedures to confirm that instructions communi-cated by telephone are genuine. Before any discussion regarding your account, we will obtain certain information from you to verify your identity. Additionally, your telephone calls may be recorded or monitored, and confirmations of account transactions are sent to the address of record or by electronic delivery to your designated e-mail address.

If Fund Shares are held in your USAA brokerage account, please con-tact USAA Brokerage Services regarding redemption policies. These shares are part of your USAA brokerage account, and any redemption request received in proper form prior to the close of the NYSE (generally 4 p.m. Eastern time) will receive the NAV per share determined for that day, subject to the USAA Brokerage Services’ applicable policies and procedures.

Adviser Shares:

Prospectus | 20

may not be sent to intermediaries for up to seven days after receipt of the redemption order.

CONVERTING SHARES

CONVERTING FROM ADVISER SHARES INTO FUND SHARES

PRICING

When a conversion occurs, you receive shares of one class of a Fund for shares of another class of the same Fund. At the time of conversion, the dollar value of the “new” shares you receive equals the dollar value of the “old” shares that were converted. In other words, the conversion has no effect on the value of your investment in the Fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes. A conversion between share classes of the same Fund is a nontaxable event.

EXCHANGES

For federal income tax purposes, an exchange between funds is a taxable event unless you hold the shares in a tax-deferred account or are a tax-exempt investor; as such, you may realize a capital gain or loss. Such capital gains or losses are based on the difference between your basis in the exchanged shares and the price of the shares when they are exchanged. See Taxes for information regarding basis election and reporting.

EXCHANGE PRIVILEGE

The exchange privilege is automatic when you complete your application with us. You may exchange shares among funds in the USAA family of funds, provided the shares to be acquired are offered in your state of residence. The Fund, however, reserves the right to terminate or change the terms of an exchange offer.

21 | USAA World Growth Fund

If shares of the Fund are held in your USAA brokerage account, please contact USAA Brokerage Services regarding exchange policies. These shares are part of your USAA brokerage account, and any exchange request received in proper form prior to the close of the NYSE (gen erally 4 p.m. Eastern time) will receive the NAV per share determined for that day, subject to the applicable policies and procedures.

OTHER IMPORTANT INFORMATION ABOUT PURCHASES, REDEMPTIONS, AND EXCHANGES

CONTACTING USAA

The following features may be available to you to purchase, redeem, and exchange Fund Shares you hold in a USAA mutual fund account with us.

Internet Access – usaa.com

Prospectus | 22

Mobile Access – mobile.usaa.com

n	Review account information and make most account transactions.

USAA Self-Service Telephone System (800) 531-USAA (8722)

n	Access account information and make most account transactions. This service is available with an ESA and EFT Buy/Sell authorization on file.

Telephone

n	Call toll free (800) 531-USAA (8722) Monday – Friday, 7:30 a.m. to 8 p.m. Central time and Saturday, 8 a.m. to 5 p.m. Central time to speak with a member service representative.

Fax

n	Send a signed fax with your written redemption instructions to (800) 292-8177. In certain instances we may require a signature from all owners associated with an account.

Mail

n	If you would like to open an account or request a redemption by mail, send your application and check or written instructions to:

Regular Mail:

USAA Investment Management Company

P.O. Box 659453

San Antonio, TX 78265-9825

Registered or Express Mail:

USAA Investment Management Company

9800 Fredericksburg Road

San Antonio, TX 78240

Bank Wire

n	To add to your account or request a redemption by bank wire, visit us at usaa.com or call (800) 531-USAA (8722) for instructions. This helps to ensure that your account will be credited or debited promptly and correctly.

Electronic Funds Transfer

n	Additional purchases on a regular basis may be deducted electronically from a bank account, paycheck, income-producing

23 | USAA World Growth Fund

investment, or USAA money market fund account. Sign up for these services when opening an account or log on to usaa.com or call (800) 531-USAA (8722) to add them.

DISTRIBUTION FEES

REDEMPTION FEES

ACCOUNT BALANCE

EXCESSIVE SHORT-TERM TRADING

Prospectus | 24

involving mutual fund shares, frequently referred to as “market timing.”

To deter such trading activities, the USAA Funds’ policies and procedures state that:

n	Each fund reserves the right to reject any purchase order, including an exchange, that it regards as disruptive to the efficient management of the particular fund.

THE USAA FUNDS’ RIGHT TO REJECT PURCHASE AND EXCHANGE ORDERS AND LIMIT TRADING IN ACCOUNTS

25 | USAA World Growth Fund

action in the same fund within 90 days. The USAA Funds also reserve the right to restrict future purchases or exchanges if an investor is classified as engaged in other patterns of excessive short-term trading, including after one large disruptive purchase and redemption or exchange. Finally, the USAA Funds reserve the right to reject any other purchase or exchange order in other situations that do not involve excessive short-term trading activities if in the best interest of a fund.

The following transactions are exempt from the excessive short-term trading activity policies described above:

n	Transactions in the money market funds, Short-Term Bond Fund, Ultra Short-Term Bond Fund, and Tax Exempt Short-Term Fund;

n	Purchases and sales pursuant to automatic investment or withdrawal plans;

n	Purchases and sales made through USAA Managed Portfolios – UMP TM , USAA 529 College Savings Plan TM , USAA Federal Savings Bank Trust Department, or other designated USAA managed investment accounts;

n	Purchases and sales of the Institutional Shares by the Target Retirement Funds, Cornerstone Conservative Fund and/or Cornerstone Equity Fund; and

n	Other transactions that are not motivated by short-term trading considerations if they are approved by transfer agent management personnel and are not disruptive to a fund.

Prospectus | 26

to invest in the USAA Funds for their clients and submit net orders to purchase or redeem shares after combining their client orders. The USAA Funds subject to the short-term trading policies generally treat these omnibus accounts as an individual investor and will apply the short-term trading policies to the net purchases and sales submitted by the omnibus account unless the USAA Funds or their transfer agent have entered into an agreement requiring the omnibus account to submit the underlying trading information for their clients upon our request and/or monitor for excessive trading. For those omnibus accounts for which we have entered into agreements to monitor excessive trading or provide underlying trade information, the financial intermediary or USAA Funds will review net activity in these omnibus accounts for activity that indicates potential excessive short-term trading activity. If we detect suspicious trading activity at the omnibus account level, we will request underlying trading information and review the underlying trading activity to identify individual accounts engaged in excessive short-term trading activity. We will instruct the omnibus account to restrict, limit, or terminate trading privileges in a particular fund for individual accounts identified as engaging in excessive short-term trading through these omnibus accounts.

OTHER FUND RIGHTS

The Fund reserves the right to:

n	Reject or restrict purchase or exchange orders when in the best interest of the Fund;

27 | USAA World Growth Fund

n	Limit or discontinue the offering of shares of the Fund without notice to the shareholders;

n	Calculate the NAV per share and accept purchase, exchange, and redemption orders on a business day that the NYSE is closed;

n	Require a signature guarantee for transactions or changes in account information in those instances where the appropriateness of a signature authorization is in question (the SAI contains information on acceptable guarantors);

n	Redeem an account with less than $250, with certain limitations; and

n	Restrict or liquidate an account when necessary or appropriate to comply with federal law.

MULTIPLE CLASS INFORMATION

SERVICE, DISTRIBUTION, AND ADMINISTRATIVE FEES

Prospectus | 28

net assets attributable to the Adviser Shares to the distributor for distribution and individual shareholder services, including past distribution services. The distributor pays all or a portion of such fees to financial intermediaries that make the Adviser Shares available for investment by their customers. Because these fees may be used to pay for services that are not related to prospective sales of the Fund, the Adviser Shares may continue to make payments under the plan even if the Fund terminates the sale of Adviser Shares to investors. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. For additional information about the plan and its terms, see Multiple Class Information in the SAI.

ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES

Certain financial intermediaries perform recordkeeping and administrative services for their clients with respect to their investments in the Fund that would otherwise be performed by the Fund’s transfer agent. In some circumstances, we and/or the Fund will pay such service providers a fee for performing those services. Also, we and the Fund’s distributor may make payments to intermediaries for various additional services, other expenses and/or the financial intermediaries’ distribution of the Fund. Such payments may be made for one or more of the following: (1) distribution, which may include expenses incurred by financial intermediaries for their sales activities with respect to the Fund, such as preparing, printing, and distributing sales literature and advertising materials and compensating registered representatives or other employees of such financial intermediaries for their sales activities, as well as the opportunity for the Fund to be made available by such financial intermediaries; (2) shareholder services, such as providing individual and custom investment advisory services to clients of the financial intermediaries; and (3) marketing and promotional services, including business planning assistance, educating personnel about the Fund, and sponsorship of sales meetings, which may include covering costs of providing speakers. The distributor may sponsor seminars and conferences designed to educate financial intermediaries about the Fund and may cover the expenses associated with attendance at such meetings, including travel costs. These payments and activities are intended to educate financial intermediaries about the Fund and help defray the costs associated with offering the Fund. These payments may create a conflict of interest by influencing the financial intermediary to recommend the Fund over another invest-

29 | USAA World Growth Fund

ment. Ask your salesperson or visit your financial intermediary’s website for more information. The amount of any payments described by this paragraph is determined by us or the distributor, and all such amounts are paid out of the available assets of the advisor and distributor and do not affect the total expense ratio of the Fund.

SHAREHOLDER INFORMATION

SHARE PRICE CALCULATION

The price at which you purchase and redeem shares of a Fund is equal to the NAV per share determined on the effective date of the purchase or redemption. The NAV per share is calculated by adding the value of the Fund’s assets ( i.e., the value of its investment in the Fund and other assets), deducting liabilities, and dividing by the number of shares outstanding. Shares of the Fund may be purchased and sold at the NAV per share without a sales charge. The Fund’s NAV per share is calculated as of the close of the NYSE (generally 4 p.m. Eastern time) each day that the NYSE is open for regular trading. The NYSE is closed on most national holidays and Good Friday.

VALUATION OF SECURITIES

Prospectus | 30

securities held by the Fund are determined. In most cases, events affecting the values of foreign securities that occur between the time of their last quoted sales or official closing prices and the close of normal trading on the NYSE on a day the Fund’s NAV is calculated will not be reflected in the value of the Fund’s foreign securities. However, we and the subadvisers will monitor for events that would materially affect the value of the Fund’s foreign securities. The subadvisers have agreed to notify us of significant events they identify that may materially affect the value of the Fund’s foreign securities. If we determine that a particular event would materially affect the value of the Fund’s foreign securities, then we, under valuation procedures approved by the Board, will consider such available information that we deem relevant to determine a fair value for the affected foreign securities. In addition, the Fund may use information from an external vendor or other sources to adjust the foreign market closing prices of foreign equity securities to reflect what the Fund believes to be the fair value of the securities as of the close of the NYSE. Fair valuation of affected foreign equity securities may occur frequently based on an assessment that events which occur on a fairly regular basis (such as U.S. market movements) are significant.

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

Futures contracts are valued based upon the last quoted sales price at the close of market on the principal exchange on which they are traded.

31 | USAA World Growth Fund

at fair value is intended to cause the Fund’s NAV to be more reliable than it otherwise would be.

For additional information on how securities are valued, see Valuation of Securities in the Fund’s SAI.

DIVIDENDS AND OTHER DISTRIBUTIONS

The Fund will automatically reinvest all dividends and other distri-butions in additional shares of the Fund unless you request to receive the distributions by way of electronic funds transfer. The share price for a reinvestment will be the NAV per share of the Fund shares computed on the ex-distribution date. Any distribution made by the Fund will reduce the NAV per share by the amount of the distribution on the ex-distribution date. You should consider carefully the effects of purchasing shares of the Fund shortly before any distribution. Some or all distributions may be subject to taxes. The Fund will invest in your account, at the current NAV per share, any distribution payment returned to the Fund by your financial institution.

TAXES

The following tax information is quite general and refers to the federal income tax law in effect as of the date of this prospectus.

n Treatment of the Fund

Prospectus | 32

relieved of federal income tax on the part of its investment company taxable income (consisting generally of net investment income, the excess, if any, of net short-term capital gain over net long-term capital loss (“net short-term capital gain”), and net gains and losses from certain foreign currency transactions, if any, all determined without regard to any deduction for dividends paid) and net capital gain ( i.e., the excess of net long-term capital gain over net short-term capital loss) that it distributes to its shareholders.

n Shareholder Taxation

Distributions that shareholders receive from the Fund are subject to federal income tax and may be subject to state and/or local taxes. Dividends and distributions of net short-term capital gain are taxable to you as ordinary income, whether received in cash or reinvested in additional shares of the Fund. A portion of the Fund's dividends may qualify for the 70% dividends-received deduction available to corporations and for the lower maximum federal income tax rate applicable to "qualified dividend income" of individuals and certain other non-corporate shareholders (each, an individual shareholder) who satisfy certain holding period and other restrictions with respect to their shares held in the Fund -- a maximum of 15% for a single shareholder with taxable income not exceeding $400,000 ($450,000 for married shareholders filing jointly) and 20% for those individual shareholders with taxable income exceeding those respective amounts (which will be adjusted for inflation annually after 2013).

Regardless of the length of time you have held shares of the Fund, distributions of net capital gain that the Fund realizes are taxable to you as long-term capital gains, whether received in cash or reinvested in additional shares of the Fund. Those distributions to individual shareholders will qualify for the 15% and 20% maximum federal income tax rates described above.

33 | USAA World Growth Fund

subject to a 3.8% federal tax on the lesser of (1) the individual's "net investment income," which generally includes distributions the Fund pays and net gains realized on the redemption or exchange of shares of the Fund, or (2) the excess of his or her "modified adjusted gross income" over $200,000 (or $250,000 if married and filing jointly). This tax is in addition to any other taxes due on that income. A similar tax applies to estates and trusts. You should consult your tax adviser regarding the effect, if any, this provision may have on your investment in shares of the Fund.

n Foreign Taxes

Prospectus | 34

deduction in computing your taxable income rather than as a tax credit. It is anticipated that the Fund will make the Foreign Election, in which event it will report to you shortly after each taxable year your share of the foreign taxes it paid and its foreign-source income.

n Withholding

Federal law requires the Fund to withhold (referred to as “backup withholding”) and remit to the U.S. Treasury 28% of (1) dividends, capital gain distributions, and proceeds of redemptions, regardless of the extent to which gain or loss may be realized, otherwise payable to any individual shareholder who fails to furnish the Fund with a correct taxpayer identification number and (2) those dividends and distri-butions otherwise payable to any such shareholder who:

n Underreports dividend or interest income, or

n	Fails to certify that he or she is not subject to backup withholding.

Backup withholding is not an additional tax, and any amounts so withheld may be credited against a shareholder's federal income tax liability or refunded. To avoid this withholding requirement, you must certify, on your application or on a separate IRS Form W-9 supplied by the Fund’s transfer agent, that your taxpayer identification number is correct and you currently are not subject to backup withholding.

n Reporting

The Fund will report information to you annually concerning the tax status of dividends and other distributions for federal income tax purposes . In addition, the Fund (or its administrative agent) must report to the IRS and furnish to its shareholders the basis information for Covered Shares and indicate whether they had a short-term (one year or less) or long-term (more than one year) holding period. You should consult with their tax adviser to obtain more information about how the basis reporting law applies to you .

SHAREHOLDER MAILINGS

n Householding

35 | USAA World Growth Fund

you, this eliminates duplicate copies and saves paper and postage costs for the Fund. However, if you would like to receive individual copies, please contact us; and we will begin your individual delivery within 30 days of your request.

n Electronic Delivery

Log on to usaa.com and sign up to receive your statements, confirmations, financial reports, and prospectuses electronically instead of through the mail.

FINANCIAL HIGHLIGHTS

The following financial highlights tables are intended to help you understand the financial performance of the Fund Shares and Advisers Shares for the Fund over the past five years or since inception. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor in Fund Shares or Adviser Shares would have earned (or lost) on an investment in the Fund (assuming reinvestment of all income dividends and capital gain distributions).

The information has been derived from the financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report to shareholders, which is available upon request.

Prospectus | 36

WORLD GROWTH FUND SHARES

			Year Ended May 31,
			2013		2012		2011		2010		2009
Net asset value at beginning of period		$	18.41	$	20.41	$	15.48	$	13.47	$	20.15
Income (loss) from investment operations:
	Net investment income		.19		.17		.16		.12		.18
	Net realized and unrealized gain (loss)		5.85		(2.01)		4.88		2.02		(6.34)
Total from investment operations			6.04		(1.84)		5.04		2.14		(6.16)
Less distributions from:
	Net investment income		(.20)		(.16)		(.11)		(.13)		(.21)
	Realized capital gains		(.01)		–		–		-		(.31)
Total distributions			(.21)		(.16)		(.11)		(.13)		(.52)
Net asset value at end of period		$	24.24	$	18.41	$	20.41	$	15.48	$	13.47
Total return (%)*			32.93		(8.95)		32.63		15.78	(a)	(30.32)
Net assets at end of period (000)		$	879,178	$	615,644	$	642,494	$	434,958	$	364,118
Ratios to average net assets:**
	Expenses (%) (b)		1.25		1.30		1.29		1.34	(a)	1.42
	Net investment income (%)		.93		.96		.95		.76		1.31
Portfolio turnover (%)			12		12		17		15		20

* 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 year ended May 31, 2013, average net assets were $731,952,000.
(a) During the year ended May 31, 2010, SAS reimbursed the Fund Shares $116,000 for corrections in fees paid for the administration and servicing of certain accounts. The effect of this reimbursement on the Fund Shares' total return was less than 0.01%. The reimbursement decreased the Fund Shares' expense ratios by 0.03%. This decrease is excluded from the expense ratios above.
(b) Reflects total 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% of average net assets.

37 | USAA World Growth Fund

WORLD GROWTH FUND ADVISER SHARES

		Year Ended May 31,				Period Ended May 31,
		2013		2012		2011***

Net asset value at beginning of period		$	18.37	$	20.38	$	16.79
Income (loss) from investment operations:
	Net investment income		.13		.12		.12
	Net realized and unrealized gain (loss)		5.82		(2.01)		3.57
Total from investment operations			5.95		(1.89)		3.69
Less distributions from:
	Net investment income		(.14)		(.12)		(.10)
	Realized capital gains		(.01)		-		-
Total distributions			(.15)		(.12)		(.10)
Net asset value at end of period		$	24.17	$	18.37	$	20.38
Total return (%)*			32.47		(9.26)		22.02
Net assets at end of period (000)		$	8,490	$	5,808	$	6,435
Ratios to average net assets:**
	Expenses (%) (a)		1.60		1.60		1.60	(b)
	Expenses, excluding reimbursements (%) (a)		1.63		1.76		1.92	(b)
	Net investment loss (%)		.59		.64		.80	(b)
Portfolio turnover (%)			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 year ended May 31, 2013, average net assets were $6,948,000.
*** Adviser Shares were initiated on August 1, 2010.
(a) Reflects total 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%.
(b) Annualized. The ratio is not necessarily indicative of 12 months of operations.

Prospectus | 38

NOTES

39 | USAA World Growth Fund

9800 Fredericksburg Road

San Antonio, Texas 78288

PRSRT STD

U.S. Postage

PAID

USAA

S AVE PAPER AND FUND COSTS

Under My Profile usaa.com select Manage Preferences

Set your Documents Preferences to USAA documents online

If you would like more information about the Fund, you may call

(800) 531-USAA (8722) to request a free copy of the Fund’s

statement of additional information (SAI), annual or semiannual

reports, or to ask other questions about the Fund. The SAI has

been filed with the SEC and is incorporated by reference to and

legally a part of this prospectus. In the Fund’s annual report, you

will find a discussion of the market conditions and investment

strategies that significantly affected the Fund’s performance

during the last fiscal year. The Fund’s annual and semiannual

reports also may be viewed, free of charge, on usaa.com . A

complete description of the Fund’s policies and procedures with

respect to the disclosure of the Fund’s portfolio securities is

available in the Fund’s SAI. The SAI is not available on usaa.com

because of cost considerations and lack of investor demand.

To view these documents, along with other related documents,

you may visit the EDGAR database on the SEC’s website (www.sec.

gov) or the Commission’s Public Reference Room in Washington,

DC. Information on the operation of the Public Reference Room

may be obtained by calling (202) 551-8090. Additionally, copies of

this information may be obtained, after payment of a duplicating

fee, by electronic request at the following e-mail address: publicinfo@

sec.gov or by writing the Public Reference Section of the

Commission, Washington, DC 20549- 1520.

[USAA EAGLE LOGO (R)] We Know what it means to serve ®.

Part A

Prospectus for the

Government Securities Fund Shares, Government Securities Fund Advisor Shares

Filed herein

[USAA EAGLE LOGO (R)]

[GRAPHIC OMITTED]

PROSPECTUS

USAA GOVERNMENT SECURITIES FUND

FUND SHARES (USGNX) n ADVISER SHARES (UAGNX)

OCTOBER 1, 2013

TABLE OF CONTENTS

Investment Objective	1
Fees and Expenses	1
Principal Investment Strategy	2
Principal Risks	3
Performance	4
Investment Adviser	7
Portfolio Manager(s)	7
Purchase and Sale of Shares	7
Tax Information	7
Payments to Broker-Dealers and
Other Financial Intermediaries	8
Investment Objective	9
Principal Investment Strategy	9
Risks	12
Portfolio Holdings	14
Fund Management	15
Portfolio Manager(s)	17
Purchases	17
Redemptions	21
Converting Shares	22
Exchanges	23
Other Important Information
About Purchases, Redemptions, and Exchanges	24
Multiple Class Information	30
Shareholder Information	32
Financial Highlights	37

INVESTMENT OBJECTIVE

The USAA Government Securities Fund (the Fund) provides investors a high level of current income consistent with preservation of principal.

FEES AND EXPENSES

Shareholder Fees
(fees paid directly from your investment)
		Fund Shares	Adviser Shares
	Redemption Fee (on shares held less than 60 days)	None	1.00%

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
		Fund Shares	Adviser Shares
	Management Fee (fluctuates based on the Fund's performance relative to a securities market index)	0.08%	0.09%
	Distribution and/or Service (12b-1) Fees	None	0.25%
	Other Expenses	0.33%	0.72%
	Total Annual Operating Expenses	0.41%	1.06%
	Reimbursement From Adviser	N/A	(0.16%) (a)
	Total Annual Operating Expenses After Reimbursement	0.41%	0.90%

	(a) The Adviser has agreed, through October 1, 2014, to make payments or waive management, administration, and other fees to limit the expenses of the Adviser Shares 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 Adviser Shares’ average net assets. This reimbursement arrangement may not be changed or termi-nated during this time period without approval of the Fund’s Board of Trustees and may be changed or terminated by the Adviser at any time after October 1, 2014.

1 | USAA Government Securities Fund

Example

This example is intended to help you compare the cost of investing in this Fund with the cost of investing in other mutual funds. Although your actual costs may be higher or lower, you would pay the following expenses on a $10,000 investment, assuming (1) a 5% annual return, (2) the Fund’s operating expenses remain the same, (3) you redeem all of your shares at the end of the periods shown, and (4) the expense limitation arrangement for the Adviser Shares is not continued.

	1 Year		3 Years		5 Years		10 Years
Fund Shares	$	42	$	132	$	230	$	518
Adviser Shares	$	108	$	337	$	585	$	1,294

Portfolio Turnover

For the most recent fiscal year, the Fund’s portfolio turnover rate was 24% of the average value of its whole portfolio.

PRINCIPAL INVESTMENT STRATEGY

The Fund normally invests at least 80% of its assets in government securities, including, but not limited to 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, also known as GNMA), Fannie Mae, and Freddie Mac; U.S. government agency collateralized mortgage obligations; and securities issued by U.S. government agencies and instrumentalities, 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, Federal Housing Administration, Department of Housing and Urban Development, Export-Import Bank, Farmer’s Home

Prospectus | 2

Administration, General Services Administration, Maritime Administration, Small Business Administration, and repurchase agreements collateralized by such investments. This 80% policy may be changed upon at least 60 days’ written notice to shareholders.

PRINCIPAL RISKS

Credit risk should be very low for the Fund because it invests primarily in securities that are considered to be of high quality. However, there is the possibility that a borrower cannot make timely dividend, interest, and principal payments on its securities or that negative market perceptions of the issuer’s ability to make such payments will cause the price of that security to decline.

The Fund is subject to the risk that the value of its investments will fluctuate because of changes in interest rates, changes in supply and demand for fixed-income securities, or other market factors. If interest rates increase, the yield of the Fund may increase and the market value of the Fund's securities may decline, adversely affecting the Fund's NAV and total return. If interest rates decrease, the yield of the Fund may decrease. In addition, the market value of the Fund's securities may increase, which may increase the Fund's NAV and total return.

The Fund is subject to legislative risk, which is the risk that new government policies may affect the value of the investments held by the Fund in ways we cannot anticipate and that such policies will have an adverse impact on the value of the Fund’s investments and the Fund’s NAV.

Mortgage-backed securities pay regularly scheduled payments of principal along with interest payments. In addition, mortgagors generally have the option of paying off their mortgages without penalty at any time. For example, when a mortgaged property is sold, the old

3 | USAA Government Securities Fund

mortgage is usually prepaid. Also, when mortgage interest rates fall, the mortgagor may refinance the mortgage and prepay the old mortgage. A home owner’s default on the mortgage also may cause a prepayment of the mortgage. This unpredictability of the mortgage’s cash flow is called prepayment risk. For the investor, prepayment risk usually means that principal is received at the least opportune time. For example, when interest rates fall, home owners will find it advantageous to refinance their mortgages and prepay principal. In this case, the investor is forced to reinvest the principal at the current, lower rates. On the other hand, when interest rates rise, home owners will generally not refinance their mortgages and prepayments will fall. This causes the average life of the mortgage to extend and be more sensitive to interest rates. In addition, the amount of principal the investor has to invest in these higher interest rates is reduced.

PERFORMANCE

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The Fund has two classes of shares: Fund Shares and Adviser Shares. The bar chart provides some indication of the risks of investing in the Fund and illustrates the Fund Shares' volatility and performance from year to year for each full calendar year over the past 10 years. The table shows how the average annual total returns of the share classes for the periods indicated compared to those of the Fund’s benchmark index and an additional index of funds with similar investment objectives.

Prospectus | 4

RISK/RETURN BAR CHART

Annual Returns for Periods Ended December 31

[Bar chart]

2003	2004	2005	2006	2007	2008	2009	2010	2011	201 2
2.01%	3.44%	2.71%	4.17%	6.29%	7.24%	5.47%	5.42%	5.96%	1.96%


	SIX-MONTH YTD TOTAL RETURN
	-2.09% (6/30/13)
	BEST QUARTER*	WORST QUARTER*
	3.66% 4th Qtr. 2008	-0.98% 2nd Qtr. 2004
	* Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.

5 | USAA Government Securities Fund

shown only for the Fund Shares and may differ for the Adviser Share class.

AVERAGE ANNUAL TOTAL RETURNS
For Periods Ended December 31, 2012
	Past 1 Year	Past 5 Years	Past 10 Years
Government Securities Fund Shares
Return Before Taxes	1.96%	5.19%	4.45%
Return After Taxes on Distributions	0.93%	3.83%	2.90%
Return After Taxes on Distributions and Sale of Fund Shares	1.27%	3.65%	2.88%
				Inception
	Past			Date
	1 Year			08/01/10
Government Securities Fund Adviser Shares
Return Before Taxes	1.46%			2.90%

				Adviser
				Shares
				Inception
	Past	Past	Past	Date
	1 Year	5 Years	10 Years	08/01/10
Indexes
Barclays U.S. Aggregate Government Intermediate & Mortgage-Backed Securities Index (reflects no deduction for fees, expenses, or taxes)	2.13%	5.12%	4.62%	3.35%
Lipper Intermediate U.S. Government Funds Index (reflects no deduction for taxes)	2.98%	5.74%	4.65%	4.39%

Prospectus | 6

INVESTMENT ADVISER

USAA Asset Management Company (AMCO)

PORTFOLIO MANAGER(S)

Donna J. Baggerly, CFA, Vice President, Insurance Portfolios, has managed the Fund since July 2012.

R. Neal Graves, CFA, CPA, Executive Director, Insurance Portfolios, has co-managed the Fund since October, 2013.

PURCHASE AND SALE OF SHARES

Fund Shares:

·	Minimum initial purchase : $3,000

·	Minimum subsequent investment: $50

Adviser Shares:

TAX INFORMATION

7 | USAA Government Securities Fund

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

Prospectus | 8

USAA Asset Management Company (AMCO) manages this Fund. For easier reading, AMCO may be referred to as “we” or “us” throughout the prospectus.

INVESTMENT OBJECTIVE

n What is the Fund’s investment objective?

To provide investors a high level of current income consistent with preservation of principal. The Fund’s Board of Trustees (the Board) may change this investment objective without shareholder approval.

PRINCIPAL INVESTMENT STRATEGY

n	What is the Fund’s principal investment strategy?

The Fund normally invests at least 80% of its assets in government securities, including, but not limited to 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, also known as GNMA), Fannie Mae, and Freddie Mac; U.S. government agency collateralized mortgage obligations; and securities issued by U.S. government agencies and instrumentalities, supported by the credit of the issuing agency, instrumentality or corporation (which are neither issued nor guaran-teed by the U.S. Treasury), including but not limited to Fannie Mae, Freddie Mac, Federal Housing Administration, Department of Housing and Urban Development, Export-Import Bank, Farmer’s Home Administration, General Services Administration, Maritime Administration, Small Business Administration, and repurchase agreements collateralized by such investments. This 80% policy may be changed upon at least 60 days’ written notice to shareholders.

n	What are U.S. Treasury bills, notes, bonds, and TIPS?

U.S. Treasuries are negotiable debt obligations of the U.S. government secured by its full faith and credit and issued at various schedules and maturities. U.S. Treasury bills are short-term securities with maturities of one year or less issued at a discount from face value; U.S. Treasury notes are intermediate securities with maturities of one to 10 years; and U.S. Treasury bonds are long-term debt instruments with

9 | USAA Government Securities Fund

maturities greater than 10 years. The interest income from U.S. Treasury securities is exempt from state and local, but not federal, taxes. TIPS are inflation-indexed bonds issued by the U.S. Treasury. The principal is adjusted to reflect changes in the Consumer Price Index (CPI), the commonly used measure of inflation. When the CPI rises, the principal adjusts upward. If the index falls, the principal adjusts downwards. The coupon rate is constant but generates a different amount of interest when multiplied by the inflation-adjusted principal, thus protecting the holder against inflation.

n What are Agency Mortgage-Backed Securities (MBS)?

Agency Mortgage-Backed Securities (MBS) are backed by one of the federal housing agencies, such as GNMA, Fannie Mae, or Freddie Mac.

GNMA securities represent ownership in a pool of mortgage loans or a single mortgage loan. These loans are individually insured or guaranteed by the federal agencies with which GNMA partners. GNMA’s partners include the Federal Housing Administration, the Veterans Administration, the Rural Housing Service, and the Office of Public and Indian Housing. Once approved by GNMA, each mortgage or pool of mortgages is additionally guaranteed by GNMA as to the timely pay-ment of principal and interest (regardless of whether the mortgagors actually make their payments). The guarantee represents a general obligation of the U.S. Treasury. Therefore, GNMA securities are backed by the full faith and credit of the U.S. government.

Fannie Mae and Freddie Mac securities also represent pools of mort-gage loans or a single mortgage loan, but these are insured by the respective agencies.

n	What is the credit quality of these securities?

Securities that are backed by the full faith and credit of the U.S. government are considered to be of the highest credit quality available. These securities are guaranteed only as to the timely payment of interest and principal when held to maturity and the market prices for such securities will fluctuate. U.S. Treasuries and GNMA securities are backed by the full faith and credit of the U.S. government. Other U.S. government securities are backed by the issuing agencies and supported by the right of the issuer to borrow from the U.S. Treasury.

The financial crisis in the U.S. and global economies over the past several years has resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic

Prospectus | 10

and foreign, and in the net asset values of many mutual funds, including the Fund. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country might adversely impact issuers in a different country. Because the situation is widespread and largely unprece-dented, it may be unusually difficult to identify both risks and opportunities using past models of the interplay of market forces, or to predict the duration of these market conditions. The severity or duration of these conditions also may be affected by policy changes made by governments or quasi-governmental organizations. These conditions could negatively impact the value of the Fund’s investments.

n How do MBS securities differ from conventional bonds?

MBS securities differ from conventional bonds in that principal is paid back to the certificate holders over the life of the loan rather than at maturity. As a result, the Fund will receive monthly scheduled payments of principal and interest. Additionally, the Fund may receive unscheduled principal payments, which represent prepayments on the underlying mortgages. Because the Fund will reinvest these scheduled and unscheduled principal payments at a time when the current interest rate may be higher or lower than the Fund’s current yield, an investment in the Fund may not be an effective means of “locking in” long-term interest rates.

n What is the average maturity of an MBS security?

MBS securities evidence interest in a pool of underlying mortgages (or a single mortgage), which generally have maximum lives of either 15, 20, 30, or 40 years. However, due to both scheduled and unscheduled principal payments, MBS securities generally have a shorter average life and, therefore, have less principal volatility than a bond of comparable maturity.

Since the prepayment rates will vary widely, it is not possible to predict accurately the average life of a particular MBS pool, though it will be shorter than the stated final maturity. Because the expected average life is a better indicator of the maturity characteristics of MBS securities, principal volatility and yield may be more comparable to 5-year or 10-year U.S. Treasury bonds.

11 | USAA Government Securities Fund

n Will the Fund’s assets be invested in illiquid securities?

n How are the decisions to buy and sell securities made?

We manage the Fund to generate high total return with strong emphasis on current income. Of particular importance for mortgage securities is prepayment risk. We generally try to diversify this risk by buying different kinds of mortgage securities, which should have different prepayment characteristics. When weighing our decision to buy or sell a security, we strive to balance the value of the level of income, the prepayment risk, and the price volatility, both for the individual security and its relationship with the rest of the portfolio.

TEMPORARY DEFENSIVE STRATEGY

RISKS

Credit Risk: Credit risk should be very low for the Fund because it invests primarily in securities that are considered to be of high quality. However, there is the possibility that a borrower cannot make timely dividend, interest, and principal payments on its securities or that negative market perceptions of the issuer’s ability to make such payments will cause the price of that security to decline.

Interest Rate Risk: As a mutual fund investing in bonds, the Fund is subject to the risk that the market value of the bonds in the Fund's portfolio will fluctuate because of changes in interest rates, changes in supply and demand for securities, or other market factors. Bond prices are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall, and when interest rates fall, bond prices rise. In addition, when interest rates decrease, the prices of MBS securities typically do not rise as much as the prices of comparable bonds because the market tends to discount the prices

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of MBS securities for prepayment risk when interest rates decline. The price volatility of a bond also depends on its maturity. Generally, the longer the maturity of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer maturities generally offer higher yields than bonds with shorter maturities.

v	If interest rates increase , the yield of the Fund may increase and the market value of the Fund’s securities may decline, adversely affecting the Fund’s NAV and total return.

v	If interest rates decrease, the yield of the Fund may decrease. In addition, the market value of the Fund’s securities may increase, which may increase the Fund’s NAV and total return.

Legislative Risk: The Fund is subject to legislative risk, which is the risk that new government policies may affect the value of the investments held by the Fund in ways we cannot anticipate and that such policies will have an adverse impact on the value of the Fund's investments and the Fund's NAV.

Prepayment Risk : Mortgage-backed securities pay regularly scheduled payments of principal along with interest payments. In addition, mortgagors generally have the option of paying off their mortgages without penalty at any time. For example, when a mortgaged property is sold, the old mortgage is usually prepaid. Also, when mortgage interest rates fall, the mortgagor may refinance the mortgage and prepay the old mortgage. A home owner’s default on the mortgage may also cause a prepayment of the mortgage. This unpredictability of the mortgage’s cash flow is called prepayment risk. For the investor, pre-payment risk usually means that principal is received at the least opportune time. For example, when interest rates fall, home owners will find it advantageous to refinance their mortgages and prepay principal. In this case, the investor is forced to reinvest the principal at the current, lower rates. On the other hand, when interest rates rise, home owners will generally not refinance their mortgages and prepayments

13 | USAA Government Securities Fund

will fall. This causes the average life of the mortgage to extend and be more sensitive to interest rates. In addition, the amount of principal the investor has to invest in these higher interest rates is reduced.

U.S. Government Sponsored Enterprises (GSEs) Risk: While mortgage-backed securities and other securities issued by certain GSEs, such as the Government National Mortgage Association (Ginnie Mae), are supported by the full faith and credit of the U.S. government, securities issued by other GSEs, are supported only by the right of the GSE (including Freddie Mac and Fannie Mae) 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 Freddie Mac and Fannie Mae under conservatorship and appointed the FHFA as their regulator. Freddie Mac and Frannie Mae currently remain under conservatorship. In addition, the U.S. Treasury entered into purchase agreements with Freddie Mac and Fannie Mae 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.

ADDITIONAL INFORMATION

PORTFOLIO HOLDINGS

The Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities are available in the Fund’s SAI, which is available upon request.

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FUND MANAGEMENT

For our services, the Fund pays us an investment management fee, which is comprised of a base investment management fee and a performance adjustment. The base investment management fee, which is accrued daily and paid monthly, is equal to an annualized rate of one-eighth of one percent (0.125%) of the Fund’s average net assets.

The performance adjustment is calculated monthly by comparing the performance of the relevant share class to that of the Lipper Index over the performance period. The performance period for each share class consists of the current month plus the previous 35 months. The portion of the performance adjustment based on the period through January 31, 2012, was calculated monthly by comparing the Fund's performance to that of the Lipper GNMA Funds Index. The portion of the perform-ance adjustment based on the period after January 31, 2012, is cal-culated monthly by comparing the Fund's performance to that of the Lipper Intermediate U.S. Government Funds Index, which measures the performance of funds tracked by Lipper that invest at least 65% of fund assets in securities issued or guaranteed by the U.S. government, its agencies, or its instrumentalities, with dollar-weighted average maturities of five to ten years.

15 | USAA Government Securities Fund

OVER/UNDER PERFORMANCE ANNUAL ADJUSTMENT RATE

RELATIVE TO INDEX (IN BASIS POINTS AS A PERCENTAGE

(IN BASIS POINTS) 1 OF THE FUND’S AVERAGE NET ASSETS) 1

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

+/ – 20 to 50 +/ – 4

+/ – 51 to 100 +/ – 5

+/ – 101 and greater +/ – 6

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 fiscal year ended May 31, 2013, the performance adjustment subtracted from the base investment management fee of 0.125% by 0.05% for the Fund Shares and 0.04% for the Adviser Shares.

We have agreed, through October 1, 2014, to make payments or waive management, administration, and other fees to limit the expenses of the Fund’s Adviser Shares so that the total annual operating expenses (excluding commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 0.90% of the Adviser Shares’ average net assets. This reimbursement arrangement may not be changed or terminated during this time period without approval of the Board and may be changed or terminated by us at any time after October 1, 2014. If the total annual operating expense ratio of the Adviser Shares is lower than 0.90%, the Adviser Shares will operate at that lower expense ratio.

The Fund is authorized, although we have no present intention of using such authority, to use a “manager-of-managers” structure. We are authorized to select (with approval of the Board and without share-

Prospectus | 16

holder approval) one or more subadvisers to manage the actual day-to-day investment of the Fund’s assets. We monitor each subadviser’s performance through quantitative and qualitative analysis and periodically report to the Board as to whether each subadviser’s agreement should be renewed, terminated, or modified. We also are responsible for allocating assets to the subadvisers. The allocation for each subadviser can range from 0% to 100% of the Fund’s assets, and we can change the allocations without shareholder approval.

In addition to providing investment management services, we also provide administration and servicing to the Fund. Our affiliate, USAA Shareholder Account Services (SAS), provides transfer agency services to the Fund. The Fund or the Fund’s transfer agent may enter into agreements with third parties (Servicing Agents) to pay such Servicing Agents for certain administrative and servicing functions. USAA Investment Management Company acts as the Fund's distributor.

PORTFOLIO MANAGER(S)

Donna J. Baggerly , CFA, Vice President, Insurance Portfolios, has managed the Fund since July 2012. She previously managed the Fund from November 1999 through May 2002. She has 26 years of investment management experience and has worked for us for 18 years. Education: M.B.A., St. Mary's University and a B.S.B., Eastern Illinois University. She holds the CFA designation and is a member of the CFA Institute and the CFA Society of San Antonio.

R. Neal Graves, CFA, CPA, Executive Director, Insurance Portfolios, has co-managed the Fund since October, 2013. Mr. Graves has 20 years of finance related experience including 14 years of investment management experience with USAA. Education: Master in Professional Accounting, University of Texas at Austin and a B.B.A., University of Texas at Austin. He holds the CFA designation and is a member of the CFA Institute and the CFA Society of San Antonio.

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

PURCHASES

You may purchase shares directly from the Fund or through certain financial intermediaries as described below.

17 | USAA Government Securities Fund

OPENING AN ACCOUNT WITH THE FUND

As required by federal law, we must obtain certain information from you prior to opening an account with us. If we are unable to verify your identity, we may refuse to open your account, or we may open your account and take certain actions without prior notice to you, including restricting account transactions pending verification of your identity. If we subsequently are unable to verify your identity, we may close your account and return to you the value of your shares at the next calculated net asset value (NAV). We prohibit opening accounts for, including but not limited to, foreign financial institutions, shell banks, correspondent accounts for foreign shell banks, and correspondent accounts for foreign financial institutions. A “foreign shell bank” is a foreign bank without a physical presence in any country. A “correspondent account” is an account established for a foreign bank to receive deposits from, or to make payments or other disbursements on behalf of, the foreign bank, or to handle other financial transactions related to such foreign bank.

TAXPAYER IDENTIFICATION NUMBER

PURCHASING SHARES

Fund Shares:

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If Fund Shares are purchased through a retirement account or an investment professional ( e.g., financial intermediary), the policies and procedures on these purchases may differ from those discussed in this prospectus. Additional fees also may apply to your investment in a Fund, including a transaction fee, if you buy or sell shares of the Fund through a broker or other investment professional. For more information on these fees, check with your investment professional.

Adviser Shares:

Copies of the Fund's annual report, semiannual report, and SAI are available from your financial intermediary or plan sponsor.

MINIMUM INITIAL PURCHASE

Fund Shares:

$3,000. However, the Fund reserves the right to waive or lower purchase minimums of Fund Shares in certain circumstances.

Adviser Shares:

$3,000. However, financial intermediaries may require their clients to meet different investment minimums.

19 | USAA Government Securities Fund

ADDITIONAL PURCHASES

Fund Shares:

$50 minimum per transaction, per account. Employees of USAA and its affiliated companies may make additional purchases through payroll deduction for as little as $25 per pay period.

Adviser Shares:

Contact your financial intermediary for trade deadlines and the applicable procedures for purchasing, selling, or exchanging your shares as well as initial and subsequent investment minimums.

EFFECTIVE DATE OF PURCHASE

When you make a purchase, your purchase price will be the NAV per share next determined after we or the financial intermediary receive your request in proper form ( e.g., complete, signed application and payment). The Fund’s NAV is determined as of the close of the regular trading session (generally 4 p.m. Eastern time) of the New York Stock Exchange (NYSE) each day it is open for trading. If we or the financial intermediary receive your purchase request in proper form prior to that time, your purchase price will be the NAV per share determined for that day. If we or the financial intermediary receive your purchase request in proper form after that time, the purchase price will be the NAV per share calculated as of close of the next regular trading session of the NYSE.

A Fund or a Fund's transfer agent may enter into agreements with Servicing Agents, which hold Fund Shares or Adviser Shares in omnibus accounts for their customers, under which the Servicing Agents are authorized to receive orders for shares of the Fund on the Fund’s behalf. Under these arrangements, the Fund will be deemed to have received an order when an authorized Servicing Agent receives the order. Accordingly, customer orders will be priced at the Fund’s NAV next computed after they are received by an authorized Servicing Agent even though the orders may be transmitted to the Fund by the Servicing Agent after the time the Fund calculates its NAV.

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PAYMENT

REDEMPTIONS

The Fund may elect to suspend the redemption of shares or postpone the date of payment in limited circumstances ( e.g., if the NYSE is closed or when permitted by order of the SEC).

REDEEMING SHARES

Fund Shares:

21 | USAA Government Securities Fund

Adviser Shares:

Check with your financial intermediary for its policies on redemptions. Shares purchased through a financial intermediary should be redeemed through the financial intermediary. Normally, the Fund transmits proceeds to intermediaries for redemption orders received in proper form on the next business day after receipt. Under certain circumstances and when deemed to be in the Fund’s best interests, proceeds may not be sent to intermediaries for up to seven days after receipt of the redemption order.

CONVERTING SHARES

CONVERTING FROM ADVISER SHARES INTO FUND SHARES

If you hold Adviser Shares of a Fund through an account maintained with another financial institution and subsequently transfer your shares

Prospectus | 22

into an account established with the Fund’s transfer agent or into your USAA brokerage account, we may convert your Adviser Shares of the Fund into Fund Shares.

PRICING

When a conversion occurs, you receive shares of one class of a Fund for shares of another class of the same Fund. At the time of conversion, the dollar value of the “new” shares you receive equals the dollar value of the “old” shares that were converted. In other words, the conversion has no effect on the value of your investment in the Fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes. A conversion between share classes of the same Fund is a nontaxable event.

EXCHANGES

For federal income tax purposes, an exchange between funds is a taxable event unless you hold the shares in a tax-deferred account or are a tax-exempt investor; as such, you may realize a capital gain or loss. Such capital gains or losses are based on the difference between your basis in the exchanged shares and the price of the shares when they are exchanged. See Taxes for information regarding basis election and reporting.

EXCHANGE PRIVILEGE

The exchange privilege is automatic when you complete your application with us. You may exchange shares among funds in the USAA family of funds, provided the shares to be acquired are offered in your state of residence. The Fund, however, reserves the right to terminate or change the terms of an exchange offer.

share prices next determined pursuant to the procedures set forth herein. See section on Effective Date of Purchase for additional information. The investment minimums applicable to share purchases also apply to exchanges.

23 | USAA Government Securities Fund

OTHER IMPORTANT INFORMATION ABOUT PURCHASES, REDEMPTIONS, AND EXCHANGES

CONTACTING USAA

The following features may be available to you to purchase, redeem, and exchange Fund Shares you hold in a USAA mutual fund account with us.

Internet Access – usaa.com

Mobile Access – mobile.usaa.com

n	Review account information and make most account transactions.

USAA Self-Service Telephone System (800) 531-USAA (8722)

n	Access account information and make most account transactions. This service is available with an ESA and EFT Buy/Sell authorization on file.

Prospectus | 24

Telephone

n	Call toll free (800) 531-USAA (8722) Monday – Friday, 7:30 a.m. to 8 p.m. Central time and Saturday, 8 a.m. to 5 p.m. Central time to speak with a member service representative.

Fax

n	Send a signed fax with your written redemption instructions to (800) 292-8177. In certain instances we may require a signature from all owners associated with an account.

Mail

n	If you would like to open an account or request a redemption by mail, send your application and check or written instructions to:

Regular Mail:

USAA Investment Management Company

P.O. Box 659453

San Antonio, TX 78265-9825

Registered or Express Mail:

USAA Investment Management Company

9800 Fredericksburg Road

San Antonio, TX 78240

Bank Wire

n	To add to your account or request a redemption by bank wire, visit us at usaa.com or call (800) 531-USAA (8722) for instructions. This helps to ensure that your account will be credited or debited promptly and correctly.

Electronic Funds Transfer

n	Additional purchases on a regular basis may be deducted electronically from a bank account, paycheck, income-producing investment, or USAA money market fund account. Sign up for these services when opening an account or log on to usaa.com or call (800) 531-USAA (8722) to add them.

DISTRIBUTION FEES

The Fund may apply a distribution fee to all full IRA distributions, except for those due to death, disability, divorce, or transfer to other

25 | USAA Government Securities Fund

USAA lines of business. Partial IRA distributions are not charged a distribution fee.

REDEMPTION FEES

ACCOUNT BALANCE

EXCESSIVE SHORT-TERM TRADING

Prospectus | 26

excessive and short-term trading, the Board of the USAA Funds has adopted the following policies (except for the money market funds, Short-Term Bond Fund, Ultra Short-Term Bond Fund, and Tax Exempt Short-Term Fund). These policies are designed to deter disruptive, excessive short-term trading without needlessly penalizing bona fide investors.

To deter such trading activities, the USAA Funds’ policies and procedures state that:

n	Each fund reserves the right to reject any purchase order, including an exchange, that it regards as disruptive to the efficient management of the particular fund.

THE USAA FUNDS’ RIGHT TO REJECT PURCHASE AND EXCHANGE ORDERS AND LIMIT TRADING IN ACCOUNTS

27 | USAA Government Securities Fund

purchase or exchange order in other situations that do not involve excessive short-term trading activities if in the best interest of a fund.

The following transactions are exempt from the excessive short-term trading activity policies described above:

n	Transactions in the money market funds, Short-Term Bond Fund, Ultra Short-Term Bond Fund, and Tax Exempt Short-Term Fund;

n	Purchases and sales pursuant to automatic investment or withdrawal plans;

n	Purchases and sales made through USAA Managed Portfolios – UMP TM , USAA 529 College Savings Plan TM , USAA Federal Savings Bank Trust Department, or other designated USAA managed investment accounts;

n	Purchases and sales of the Institutional Shares by the Target Retirement Funds, Cornerstone Conservative Fund and/or Cornerstone Equity Fund; and

n	Other transactions that are not motivated by short-term trading considerations if they are approved by transfer agent management personnel and are not disruptive to a fund.

Prospectus | 28

the omnibus account unless the USAA Funds or their transfer agent have entered into an agreement requiring the omnibus account to submit the underlying trading information for their clients upon our request and/or monitor for excessive trading. For those omnibus accounts for which we have entered into agreements to monitor excessive trading or provide underlying trade information, the financial intermediary or USAA Funds will review net activity in these omnibus accounts for activity that indicates potential excessive short-term trading activity. If we detect suspicious trading activity at the omnibus account level, we will request underlying trading information and review the underlying trading activity to identify individual accounts engaged in excessive short-term trading activity. We will instruct the omnibus account to restrict, limit, or terminate trading privileges in a particular fund for individual accounts identified as engaging in excessive short-term trading through these omnibus accounts.

OTHER FUND RIGHTS

The Fund reserves the right to:

n	Reject or restrict purchase or exchange orders when in the best interest of the Fund;

n	Limit or discontinue the offering of shares of the Fund without notice to the shareholders;

n	Calculate the NAV per share and accept purchase, exchange, and redemption orders on a business day that the NYSE is closed;

29 | USAA Government Securities Fund

n	Require a signature guarantee for transactions or changes in account information in those instances where the appropriateness of a signature authorization is in question (the SAI contains information on acceptable guarantors);

n	Redeem an account with less than $250, with certain limitations; and

n	Restrict or liquidate an account when necessary or appropriate to comply with federal law.

MULTIPLE CLASS INFORMATION

SERVICE, DISTRIBUTION, AND ADMINISTRATIVE FEES

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for services that are not related to prospective sales of the Fund, the Adviser Shares may continue to make payments under the plan even if the Fund terminates the sale of Adviser Shares to investors. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. For additional information about the plan and its terms, see Multiple Class Information in the SAI.

ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES

Certain financial intermediaries perform recordkeeping and administrative services for their clients with respect to their investments in the Fund that would otherwise be performed by the Fund’s transfer agent. In some circumstances, we and/or the Fund will pay such service providers a fee for performing those services. Also, we and the Fund’s distributor may make payments to intermediaries for various additional services, other expenses and/or the financial intermediaries’ distri-bution of the Fund. Such payments may be made for one or more of the following: (1) distribution, which may include expenses incurred by financial intermediaries for their sales activities with respect to the Fund, such as preparing, printing, and distributing sales literature and advertising materials and compensating registered representatives or other employees of such financial intermediaries for their sales activities, as well as the opportunity for the Fund to be made available by such financial intermediaries; (2) shareholder services, such as providing individual and custom investment advisory services to clients of the financial intermediaries; and (3) marketing and promotional services, including business planning assistance, educating personnel about the Fund, and sponsorship of sales meetings, which may include covering costs of providing speakers. The distributor may sponsor seminars and conferences designed to educate financial intermediaries about the Fund and may cover the expenses associated with attendance at such meetings, including travel costs. These payments and activities are intended to educate financial intermediaries about the Fund and help defray the costs associated with offering the Fund. These payments may create a conflict of interest by influencing the financial intermediary to recommend the Fund over another invest-ment. Ask your salesperson or visit your financial intermediary’s website for more information. The amount of any payments described by this paragraph is determined by us or the distributor, and all such amounts are paid out of the available assets of the advisor and distributor and do not affect the total expense ratio of the Fund.

31 | USAA Government Securities Fund

SHAREHOLDER INFORMATION

SHARE PRICE CALCULATION

VALUATION OF SECURITIES

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

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For additional information on how securities are valued, see Valuation of Securities in the Fund’s SAI.

DIVIDENDS AND OTHER DISTRIBUTIONS

Net investment income is accrued daily and distributed monthly. Dividends begin accruing on shares purchased the day following the effective date and continue to accrue to the effective date of redemption. Ordinarily, any distributions of net realized capital gain (in this section together with net investment income dividends, “distributions”) will be paid in December of each year. The Fund may make additional distributions to shareholders when considered appropriate or necessary. For example, the Fund could make an additional distribution to avoid the imposition of any federal income or excise taxes.

The Fund will automatically reinvest all distributions in additional shares of the Fund unless you request to receive these distributions by way of electronic funds transfer. The share price will be the NAV per share of the Fund shares computed on the ex-distribution date. Any distributions made by the Fund will reduce the NAV per share by the amount of the distributions on the ex-distribution date. You should consider carefully the effects of purchasing shares of the Fund shortly before any distribution. Some or all of these distributions are subject to taxes. The Fund will invest in your account, at the current NAV per share any distribution payment returned to us by your financial institution.

TAXES

The following tax information is quite general and refers to the federal income tax law in effect as of the date of this prospectus.

n Treatment of the Fund

The Fund, which is treated as a separate corporation for federal tax purposes, has qualified for each past taxable year, and intends to

33 | USAA Government Securities Fund

continue to qualify, for treatment as a "regulated investment company” under the Code. By doing so, it (but not its shareholders) will be relieved of federal income tax on the part of its investment company taxable income (consisting generally of taxable net investment income, the excess, if any, of net short-term capital gain over net long-term capital loss (“net short-term capital gain”), and net gains and losses from certain foreign currency transactions, if any, all determined without regard to any deduction for dividends paid) and net capital gain ( i.e., the excess of net long-term capital gain over net short-term capital loss) that it distributes to its shareholders.

n Shareholder Taxation

Distributions that shareholders receive from the Fund are subject to federal income tax and may be subject to state and/or local taxes. Dividends and distributions from net short-term capital gain are taxable to you as ordinary income, whether received in cash or reinvested in additional shares of the Fund. A portion of the Fund’s dividends may qualify for the 70% dividends-received deduction available to corporations and for the lower maximum federal income tax rates applicable to "qualified dividend income" of individuals and certain other non-corporate shareholders (each, an individual shareholder) who satisfy certain holding period and other restrictions with respect to their shares held in the Fund -- a maximum of 15% for a single shareholder with taxable income not exceeding $400,000 ($450,000 for married shareholders filing jointly) and 20% for those individual shareholders with taxable income exceeding those respective amounts (which will be adjusted for inflation annually after 2013).

Regardless of the length of time you have held shares of the Fund, distributions of net capital gain that the Fund realizes are taxable to you as long-term capital gains, whether received in cash or reinvested in additional shares of the Fund. Those distributions to individual shareholders will qualify for the 15% and 20% maximum income tax rates described above.

Prospectus | 34

year will qualify for the 15% and 20% maximum tax rates mentioned above. In addition, beginning in 2013 an individual shareholder is subject to a 3.8% federal tax on the lesser of (1) the individual's "net investment income," which generally includes distributions the Fund pays and net gains realized on the redemption or exchange of shares of the Fund, or (2) the excess of his or her "modified adjusted gross income" over $200,000 (or $250,000 if married and filing jointly). This tax is in addition to any other taxes due on that income. A similar tax applied to estates and trusts. You should consult your tax adviser regarding the effect, if any, this provision may have on your investment in shares of the Fund.

n Withholding

Federal law requires the Fund to withhold (referred to as “backup withholding”) and remit to the U.S. Treasury 28% of (1) dividends, capital gain distributions, and proceeds of redemptions, regardless of the extent to which gain or loss may be realized, otherwise payable to any individual shareholder who fails to furnish the Fund with a correct taxpayer identification number and (2) those dividends and distri-butions otherwise payable to any such shareholder who:

n Underreports dividend or interest income, or

n Fails to certify that he or she is not subject to backup withholding.

Backup withholding is not an additional tax, and any amounts so withheld may be credited against a shareholder's federal income tax liability or refunded. To avoid this withholding requirement, you must certify, on your application or on a separate IRS Form W-9 supplied by the Fund’s transfer agent, that your taxpayer identification number is correct and you currently are not subject to backup withholding.

35 | USAA Government Securities Fund

n Reporting

The Fund will report information to you annually concerning the tax status of dividends and other distributions for federal income tax purposes . In addition, the Fund (or its administrative agent) must report to the IRS and furnish to its shareholders the basis information for Covered Shares and indicate whether they had a short-term (one year or less) or long-term (more than one year) holding period. You should consult with their tax adviser to obtain more information about how the basis reporting law applies to you .

SHAREHOLDER MAILINGS

n Householding

n Electronic Delivery

Log on to usaa.com and sign up to receive your statements, confirmations, financial reports, and prospectuses electronically instead of through the mail.

Prospectus | 36

FINANCIAL HIGHLIGHTS

The information has been derived from the financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report to shareholders, which is available upon request.

37 | USAA Government Securities Fund

GOVERNMENT SECURITIES FUND SHARES

		Year Ended May 31,
			2013		2012		2011		2010		2009
Net asset value at beginning of period		$	10.40	$	10.30	$	10.19	$	9.97	$	9.64
Income (loss) from investment operations:
	Net investment income		.29		.33		.38		.38		.43
	Net realized and unrealized gain (loss)		(.32)		.10		.11		.22		.33
Total from investment operations			(.03)		.43		.49		.60		.76
Less distributions from:
	Net investment income		(.29)		(.33)		(.38)		(.38)		(.43)
Net asset value at end of period		$	10.08	$	10.40	$	10.30	$	10.19	$	9.97
Total return (%)*			(.36)		4.24		4.89		6.15	(b)	8.05
Net assets at end of period (000)		$	553,495	$	641,730	$	604,893	$	609,919	$	564,253
Ratios to average net assets:**
	Expenses (%) (a)		.41		.41		.42		.43	(b)	.55
	Net investment income (%)		2.77		3.19		3.71		3.79		4.38
Portfolio turnover (%)			24		20		19		27		20

* 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 year ended May 31, 2013, average net assets were $617,175,000.
(a) Reflects total 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) During the year ended May 31, 2010, SAS reimbursed the Fund Shares $31,000 for corrections in fees paid for the administration and servicing of certain accounts. The effect of this reimbursement on the Fund Shares' total return was less than 0.01%. The reimbursement decreased the Fund Shares' expense ratios by less than 0.01%. This decrease is excluded from the expense ratios above.

Prospectus | 38

GOVERNMENT SECURITIES FUND ADVISER SHARES

		Year Ended May 31,				Period Ended May 31,
		2013		2012		2011***

Net asset value at beginning of period		$	10.40	$	10.29	$	10.30
Income (loss) from investment operations:
	Net investment income		.24		.28		.27
	Net realized and unrealized gain (loss)		(.33)		.11		(.01)
Total from investment operations			(.09)		.39		.26
Less distributions from:
	Net investment income		(.24)		(.28)		(.27)
Net asset value at end of period		$	10.07	$	10.40	$	10.29
Total return (%)*			(.94)		3.84		2.58
Net assets at end of period (000)		$	5,150	$	5,099	$	5,047
Ratios to average net assets:**
	Expenses (%) (a)		.90		.90		.90	(b)
	Expenses, excluding reimbursements (%) (a)		1.06		1.15		1.39	(b)
	Net investment income (%)		2.28		2.71		3.21	(b)
Portfolio turnover (%)			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 year ended May 31, 2013, average net assets were $5,294,000.
*** Adviser Shares were initiated on August 1, 2010.
(a) Reflects total 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%.
(b) Annualized. The ratio is not necessarily indicative of 12 months of operations.

39 | USAA Government Securities Fund

NOTES

Prospectus | 40

9800 Fredericksburg Road

San Antonio, Texas 78288

PRSRT STD

U.S. Postage

PAID

USAA

S AVE PAPER AND FUND COSTS

Under My Profile usaa.com select Manage Preferences

Set your Documents Preferences to USAA documents online

If you would like more information about the Fund, you may call

(800) 531-USAA (8722) to request a free copy of the Fund’s

statement of additional information (SAI), annual or semiannual

reports, or to ask other questions about the Fund. The SAI has

been filed with the SEC and is incorporated by reference to and

legally a part of this prospectus. In the Fund’s annual report, you

will find a discussion of the market conditions and investment

strategies that significantly affected the Fund’s performance

during the last fiscal year. The Fund’s annual and semiannual

reports also may be viewed, free of charge, on usaa.com . A

complete description of the Fund’s policies and procedures with

respect to the disclosure of the Fund’s portfolio securities is

available in the Fund’s SAI. The SAI is not available on usaa.com

because of cost considerations and lack of investor demand.

To view these documents, along with other related documents,

you may visit the EDGAR database on the SEC’s website (www.sec.

gov) or the Commission’s Public Reference Room in Washington,

DC. Information on the operation of the Public Reference Room

may be obtained by calling (202) 551-8090. Additionally, copies of

this information may be obtained, after payment of a duplicating

fee, by electronic request at the following e-mail address: publicinfo@

sec.gov or by writing the Public Reference Section of the

Commission, Washington, DC 20549- 1520.

[USAA EAGLE LOGO (R)] We Know what it means to serve ®.

Part A

Prospectus for the

Treasury Money Market Trust

Filed herein

[ USAA Eagle Logo (R)]

[GRAPHIC OMITTED]

PROSPECTUS

USAA TREASURY MONEY MARKET TRUST(R)

TICKER SYMBOL: (UATXX)

OCTOBER 1, 2013

TABLE OF CONTENTS

Investment Objective	1
Fees and Expenses	1
Principal Investment Strategy	2
Principal Risks	2
Performance	3
Investment Adviser	4
Portfolio Manager(s)	4
Purchase and Sale of Shares	4
Tax Information	4
Payments to Broker-Dealers and
Other Financial Intermediaries	5
Investment Objective	6
Principal Investment Strategy	6
Risks	8
Portfolio Holdings	9
Fund Management	9
Portfolio Manager(s)	10
Purchases	11
Redemptions	13
Exchanges	14
Other Important Information
About Purchases, Redemptions, and Exchanges	15
Shareholder Information	18
Financial Highlights	21

INVESTMENT OBJECTIVE

The USAA Treasury Money Market Trust (the Fund) provides investors maximum current income while maintaining the highest degree of safety and liquidity.

FEES AND EXPENSES

Shareholder Fees
(fees paid directly from your investment)		None

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
	Management Fee	0.13%
	Distribution and/or Service (12b-1) Fees	None
	Other Expenses	0.36%
	Total Annual Operating Expenses	0.49%

Example

	1 Year		3 Years		5 Years		10 Years
	$	50	$	157	$	274	$	616

1 | USAA Treasury Money Market Trust

PRINCIPAL INVESTMENT STRATEGY

The Fund normally invests at least 80% of its assets in U.S. govern-ment securities with maturities of 397days 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.

PRINCIPAL RISKS

An investment in this 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 (FDIC) or any other government agency. Although the Fund seeks to preserve the value of your invest-ment at $1 per share, it is possible to lose money by investing in this Fund.

Any investment involves risk, and there is no assurance that the Fund’s objective will be achieved. The Fund is actively managed, and the investment techniques and risk analyses used by the Fund’s manager may not produce the desired results. As you consider an investment in the Fund, you also should take into account your tolerance for the daily fluctuations of the financial markets and whether you can afford to leave your money in the investment for long periods of time to ride out down periods. As with other mutual funds, losing money is a risk of investing in this Fund.

The Fund also is subject to the possibility that the value of its investments will fluctuate because of changes in interest rates or other market factors.

Prospectus | 2

PERFORMANCE

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart provides some indi-cation of the risks of investing in the Fund and illustrates the Fund's volatility and performance from year to year for each full calendar year over the past 10 years. The table shows the Fund's average annual total returns for the periods indicated.

RISK/RETURN BAR CHART

Annual Returns for Periods Ended December 31

[Bar chart]

2003	2004	2005	2006	2007	2008	2009	2010	2011	2 012
0.77%	0.91%	2.75%	4.53%	4.47%	1.34%	0.00%	0.00%	0.00%	0.00%


	SIX-MONTH YTD TOTAL RETURN
	0.00% (6/30/13)
	BEST QUARTER*	WORST QUARTER*
	1.22% 4th Qtr. 2006	0.00% 4th Qtr. 2012
	* Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.

3 | USAA Treasury Money Market Trust

AVERAGE ANNUAL TOTAL RETURNS
For Periods Ended December 31, 2012
	Past	Past	Past
	1 Year	5 Years	10 Years
	0.00%	0.27%	1.46%

INVESTMENT ADVISER

USAA Asset Management Company (AMCO)

PORTFOLIO MANAGER(S)

Anthony M. Era, Jr., Vice President of Money Market Funds, has managed the Fund since October 2006.

PURCHASE AND SALE OF SHARES

·	Minimum initial purchase: $3,000

·	Minimum subsequent investment: $50 (except on transfers from brokerage accounts into the Fund, which are exempt from the minimum)

TAX INFORMATION

The Fund intends to make distributions that may be taxed as ordinary income, unless you invest through an individual retirement account (IRA), 401(k) plan, or other tax-deferred account.

Prospectus | 4

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

5 | USAA Treasury Money Market Trust

USAA Asset Management Company (AMCO) manages this Fund. For easier reading, AMCO may be referred to as “we” or “us” throughout the prospectus.

INVESTMENT OBJECTIVE

n What is the Fund’s investment objective?

To provide investors maximum current income while maintaining the highest degree of safety and liquidity. The Fund’s Board of Trustees (the Board) may change this investment objective without shareholder approval.

PRINCIPAL INVESTMENT STRATEGY

n	What is the Fund’s principal investment strategy?

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.

n May the Fund’s assets be invested in any other types of U.S. government securities?

Yes. We may invest the remainder of the Fund’s total assets in other obligations that have been backed by the full faith and credit of the U.S. government, including, but not limited to, securities issued by any of the following agencies and instrumentalities:

v	General Services Administration

v	Government National Mortgage Association

v	Overseas Private Investment Corporation

v	Rural Electrification Administration

v	Small Business Administration

v	Federal Financing Bank

v	Repurchase agreements collateralized by such obligations

Prospectus | 6

In addition, the Fund may invest up to 5% of its net assets in illiquid securities, which generally are securities that the Fund cannot expect to sell or dispose of in the ordinary course of business within seven days at approximately the value ascribed to such securities.

n Will the Fund always maintain a net asset value (NAV) of $1 per share?

While we will endeavor to maintain a constant Fund NAV of $1 per share, there is no assurance that we will be able to do so. Remember, the shares are neither insured nor guaranteed by the U.S. government. As such, the Fund carries some risk.

There also is a risk that rising interest rates will cause the value of the Fund’s securities to decline. Certain securities in which the Fund may invest pay interest at a rate that is periodically adjusted, referred to as adjustable rate securities. We attempt to minimize this interest rate risk by limiting the maturity of each security to 397 days or less and by maintaining a dollar-weighted average portfolio maturity for the Fund of 60 days or less and a weighted average life of 120 days or less. The maturity of each security is calculated based upon Securities and Exchange Commission (SEC) guidelines.

n Will any portion of the Fund’s dividends be exempt from state personal income taxes?

Possibly. Under federal law, the interest income earned on obligations issued by the U.S. government and certain of its agencies and instru-mentalities is exempt from state and local personal income taxes. Many states that impose a personal income tax permit mutual funds to pass this tax exemption through to you as a shareholder of the Fund.

We anticipate that some portion of the dividends paid to shareholders residing in these states will qualify for this exemption from state and local taxation. We urge you to consult your own tax adviser about the status of distributions from the Fund in your own state and locality.

n	How are the decisions to buy and sell securities made?

We evaluate securities in the marketplace based on the Fund’s objective of maximizing current income while maintaining the highest degree of safety and liquidity. For the Treasury Money Market Trust, this process is facilitated by purchasing only full faith and credit obligations of the U.S. government or repurchase agreements collateralized by such securities. On any given day, we evaluate the

7 | USAA Treasury Money Market Trust

government securities market compared to the repurchase agreement market to decide which provides the most value to the shareholder.

TEMPORARY DEFENSIVE STRATEGY

RISKS

Interest Risk: The possibility that the value of the Fund’s investments will fluctuate because of changes in interest rates.

v	If interest rates increase, the yield of the Fund may increase, which may increase the Fund’s total return.

v	If interest rates decrease, the yield of the Fund may decrease, which may decrease the Fund’s total return.

Other Risks: Money market funds are sometimes confused with savings accounts. A savings account is a deposit with a bank. The bank is obligated to return the amount deposited and to pay you interest for the use of your money. Up to a certain amount, the FDIC will insure that the bank meets its obligations. This Fund is not a savings account but, rather, is a money market mutual fund that issues and redeems its shares at the Fund’s per share

Prospectus | 8

NAV. The Fund always seeks to maintain a constant NAV of $1 per share. Just as a savings account pays interest on the amount deposited, the Fund pays dividends on the shares you own. If these dividends are reinvested in the Fund, the value of your account may grow over time.

ADDITIONAL INFORMATION

PORTFOLIO HOLDINGS

The Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities are available in the Fund’s SAI, which is available upon request. Information relating to portfolio holdings of money market funds, as well as their dollar-weighted average maturity and weighted average life, will be posted to usaa.com five business days after the end of each month and will remain posted on the website for six months thereafter. In addition, money market funds will report certain information to the SEC monthly on Form N-MFP, including the Fund’s portfolio holdings and other pricing information, which will be made public 60 days after the end of the month to which the information pertains.

FUND MANAGEMENT

9 | USAA Treasury Money Market Trust

Advisory Agreement is available in the Fund’s annual report to shareholders for the period ended May 31.

For our services, the Fund pays us an investment management fee. The fee, which is accrued daily and paid monthly, is equal to an annualized rate of one-eighth of one percent (0.125%) of the Fund’s average net assets.

We have voluntarily agreed, on a temporary basis, to limit the Fund’s annual expenses and attempt to prevent a negative yield. We can modify or terminate this arrangement at any time. The reimbursement for the fiscal year ended May 31, 2013, was greater than the Fund’s total investment management fee.

In addition to providing investment management services, we also provide administration and servicing to the Fund. Our affiliate, USAA Shareholder Account Services (SAS), provides transfer agency services to the Fund. The Fund or the Fund’s transfer agent may enter into agreements with third parties (Servicing Agents) to pay such Servicing Agents for certain administrative and servicing functions. USAA Investment Management Company acts as the Fund's distributor.

PORTFOLIO MANAGER(S)

Anthony M. Era, Jr., Vice President of Money Market Funds, has managed the Fund since October 2006. He has 27 years of investment management experience and has worked for us for 26 years. Education: B.A., Creighton University, Omaha, Nebraska; M.B.A., University of Texas at San Antonio. Mr. Era is a member of the CFA Institute and the CFA Society of San Antonio.

Prospectus | 10

PURCHASES

You may purchase shares directly from the Fund or through certain financial intermediaries as described below.

OPENING AN ACCOUNT WITH THE FUND

TAXPAYER IDENTIFICATION NUMBER

11 | USAA Treasury Money Market Trust

PURCHASING SHARES

To purchase shares of the Fund through your USAA brokerage account, please contact USAA Brokerage Services directly. These shares will become part of your USAA brokerage account and will be subject to the USAA Brokerage Services’ applicable policies and procedures. Additional fees also may apply.

MINIMUM INITIAL PURCHASE

$3,000. However, there is no minimum initial purchase for investment in the Fund through any USAA discretionary managed account and/or other affiliated product. In addition, the Fund may waive or lower purchase minimums in other circumstances.

ADDITIONAL PURCHASES

$50 minimum per transaction, per account. (Except on transfers from brokerage accounts, which are exempt from the minimum.) Employees of USAA and its affiliated companies may make additional purchases through payroll deduction for as little as $25 per pay period.

EFFECTIVE DATE OF PURCHASE

When you make a purchase, your purchase price will be the NAV per share next determined after we or the financial intermediary receive your request in proper form ( e.g., complete, signed application and payment). The Fund’s NAV is determined as of the close of the regular trading session (generally 4 p.m. Eastern time) of the New York Stock Exchange (NYSE) each day it is open for trading. If we or the financial intermediary receive your purchase request in proper form prior to that time, your purchase price will be the NAV per share determined for that

Prospectus | 12

day. If we or the financial intermediary receive your purchase request in proper form after that time, the purchase price will be the NAV per share calculated as of the close of the next regular trading session of the NYSE.

The Fund or the Fund's transfer agent may enter into agreements with Servicing Agents, which hold shares of the Fund in omnibus accounts for their customers, under which the Servicing Agents are authorized to receive orders for shares of the Fund on the Fund’s behalf. Under these arrangements, the Fund will be deemed to have received an order when an authorized Servicing Agent receives the order. Accordingly, customer orders will be priced at the Fund’s NAV next computed after they are received by an authorized Servicing Agent even though the orders may be transmitted to the Fund by the Servicing Agent after the time the Fund calculates its NAV.

PAYMENT

REDEMPTIONS

The Fund may elect to suspend the redemption of shares or postpone the date of payment in limited circumstances ( e.g., if the NYSE is closed or when permitted by order of the SEC).

REDEEMING SHARES

13 | USAA Treasury Money Market Trust

redemption price will be the NAV per share calculated as of the close of the next regular trading session of the NYSE.

Telephone redemption privileges are established automatically when you complete your application. The Fund has undertaken certain authentication procedures regarding telephone transactions and will employ reasonable procedures to confirm that instructions communi-cated by telephone are genuine. Before any discussion regarding your account, we will obtain certain information from you to verify your identity. Additionally, your telephone calls may be recorded or monitored, and confirmations of account transactions are sent to the address of record or by electronic delivery to your designated e-mail address.

EXCHANGES

EXCHANGE PRIVILEGE

The exchange privilege is automatic when you complete your application with us. You may exchange shares among funds in the USAA family of funds, provided the shares to be acquired are offered

Prospectus | 14

in your state of residence. The Fund, however, reserves the right to terminate or change the terms of an exchange offer.

If shares of the Fund are held in your USAA brokerage account, please contact USAA Brokerage Services regarding exchange policies. These shares are part of your USAA brokerage account, and any exchange request received in proper form prior to the close of the NYSE (gen erally 4 p.m. Eastern time) will receive the NAV per share determined for that day, subject to the applicable policies and procedures.

If shares of the Fund are held through a retirement account or an investment professional ( i.e., financial intermediary), the policies and procedures on an exchange may differ from those discussed in this prospectus. Additional fees also may apply to your investment in the Fund, including a transaction fee, if you buy, sell, or exchange shares of the Fund through a broker or other investment professional. For more information on these fees, check with your investment professional.

OTHER IMPORTANT INFORMATION ABOUT PURCHASES, REDEMPTIONS, AND EXCHANGES

CONTACTING USAA

The following features may be available to you to purchase, redeem, and exchange shares of the Fund you hold in a USAA mutual fund account with us.

Internet Access – usaa.com

n	Log on to usaa.com and select “register now” or call (800) 759-8722. Once you have established Internet access to your account, you will be able to access account information and make most account transactions. This includes opening and funding a new

15 | USAA Treasury Money Market Trust

mutual fund account; making purchases, exchanges, and redemptions; reviewing account activity; checking balances; and more.

Mobile Access – mobile.usaa.com

n	Review account information and make most account transactions.

USAA Self-Service Telephone System (800) 531-USAA (8722)

n	Access account information and make most account transactions. This service is available with an ESA and EFT Buy/Sell authorization on file.

Telephone

n	Call toll free (800) 531-USAA (8722) Monday – Friday, 7:30 a.m. to 8 p.m. Central time and Saturday, 8 a.m. to 5 p.m. Central time to speak with a member service representative.

Fax

n	Send a signed fax with your written redemption instructions to (800) 292-8177. In certain instances we may require a signature from all owners associated with an account.

Mail

n	If you would like to open an account or request a redemption by mail, send your application and check or written instructions to:

Regular Mail:

USAA Investment Management Company

P.O. Box 659453

San Antonio, TX 78265-9825

Registered or Express Mail:

USAA Investment Management Company

9800 Fredericksburg Road

San Antonio, TX 78240

Bank Wire

n	To add to your account or request a redemption by bank wire, visit us at usaa.com or call (800) 531-USAA (8722) for instructions. This helps to ensure that your account will be credited or debited promptly and correctly.

Prospectus | 16

Electronic Funds Transfer

n	Additional purchases on a regular basis may be deducted electronically from a bank account, paycheck, income-producing investment, or USAA money market fund account. Sign up for these services when opening an account or log on to usaa.com or call (800) 531-USAA (8722) to add them.

CHECKWRITING

You will not be charged for the use of checks or any subsequent reorders. You may write checks in the amount of $250 or more. Checks written for less than $250 may be returned unpaid. We reserve the right to assess a processing fee against your account for any redemption check not honored by a clearing or paying agent. Because the value of your account changes daily as dividends accrue, you may not write a check to close your account.

DISTRIBUTION FEES

ACCOUNT BALANCE

EXCESSIVE SHORT-TERM TRADING

At this time, the Board has not adopted policies designed to prevent excessive short-term trading activity for this Fund because the Fund is designed to accommodate short-term investment activity, including checkwriting by shareholders. The Fund does reserve the right to reject any purchase or exchange order if in the best interest of the Fund, but, at this time, has not designated categories of short-term trading activity as detrimental to the Fund. In the future, the Fund can adopt

17 | USAA Treasury Money Market Trust

such procedures if it determines certain patterns of activity are detrimental to this Fund.

OTHER FUND RIGHTS

The Fund reserves the right to:

n	Reject or restrict purchase or exchange orders when in the best interest of the Fund;

n	Limit or discontinue the offering of shares of the Fund without notice to the shareholders;

n	Calculate the NAV per share and accept purchase, exchange, and redemption orders on a business day that the NYSE is closed;

n	Require a signature guarantee for transactions or changes in account information in those instances where the appropriateness of a signature authorization is in question (the SAI contains information on acceptable guarantors);

n	Redeem an account with less than $250, with certain limitations;

n	Restrict or liquidate an account when necessary or appropriate to comply with federal law; and

n	Suspend redemptions as provided under SEC rules applicable to money market funds.

SHAREHOLDER INFORMATION

SHARE PRICE CALCULATION

Prospectus | 18

VALUATION OF SECURITIES

Securities held in the Fund are valued at amortized cost, which approximates market value. Repurchase agreements are valued at cost.

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 us, under valuation procedures and procedures to stabilize net asset value approved by the Board.

For additional information on how securities are valued, see Valuation of Securities in the Fund’s SAI.

DIVIDENDS AND OTHER DISTRIBUTIONS

Net investment income is accrued daily and distributed monthly. Daily dividends are declared at the time the NAV per share is calculated. When buying shares of the Fund through a federal funds wire, however, you can begin earning dividends immediately on the day your instruc-tions to purchase are received if you pay for your purchase by bank wire transfer prior to 10:30 a.m. Eastern time on the same day. Divi-dends continue to accrue to the effective date of redemption. If you redeem shares with a same day wire request before 10:30 a.m. Eastern time, however, the shares will not earn dividends that same day.

Ordinarily, any net realized capital gains are distributed in December of each year. The Fund may make additional distributions to shareholders when considered appropriate or necessary. For example, the Fund could make an additional distribution to avoid the imposition of any federal income or excise taxes. When you choose to receive cash dividends monthly, we will send you those funds that have accrued during the month after the payment date. The Fund will invest in your account, at the current NAV per share, any distribution payment returned to the Fund by your financial institution.

TAXES

The following tax information is quite general and refers to the federal income tax law in effect as of the date of this prospectus.

n Treatment of the Fund

19 | USAA Treasury Money Market Trust

under the Code. By doing so, it (but not its shareholders) will be relieved of federal income tax on the part of its investment company taxable income (consisting generally of net investment income and the excess, if any, of net short-term capital gain over net long-term capital loss (net short-term capital gain), all determined without regard to any deduction for dividends paid) that it distributes to its shareholders.

n Shareholder Taxation

Dividends from net investment income and distributions of short-term capital gain are taxable to you as ordinary income, whether received in cash or reinvested in additional shares of the Fund.

n Withholding

Federal law requires the Fund to withhold (referred to as “backup withholding”) and remit to the U.S. Treasury 28% of (1) taxable dividends, otherwise payable to any individual shareholder who fails to furnish the Fund with a correct taxpayer identification number and (2) those dividends and distributions otherwise payable to any such shareholder who:

n Underreports dividend or interest income, or

n Fails to certify that he or she is not subject to backup wi thholding.

Backup withholding is not an additional tax, and any amounts so withheld may be credited against a shareholder's federal income tax liability or refunded. To avoid this withholding requirement, you must certify, on your application or on a separate IRS Form W-9 supplied by the Fund’s transfer agent, that your taxpayer identification number is correct and you currently are not subject to backup withholding.

n Reporting

Prospectus | 20

SHAREHOLDER MAILINGS

n Householding

n Electronic Delivery

Log on to usaa.com and sign up to receive your statements, confirmations, financial reports, and prospectuses electronically instead of through the mail.

FINANCIAL HIGHLIGHTS

The information has been derived from the financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report to shareholders, which is available upon request.

21 | USAA Treasury Money Market Trust

TREASURY MONEY MARKET TRUST

			Year Ended May 31,
			2013		2012		2011		2010		2009
Net asset value at
beginning of period		$	1.00	$	1.00	$	1.00	$	1.00	$	1.00
Income (loss) from investment operations:
	Net investment income		.00	(a)	.00	(a)	.00	(a)	.00	(a)	.01
Less distributions from:
	Net investment income		.00	(a)	.00	(a)	.00	(a)	.00	(a)	(.01)
Net asset value at end of period		$	1.00	$	1.00	$	1.00	$	1.00	$	1.00
Total return (%)* ,(b)			.00	(c)	.00	(c)	.00	(c)	.00	(c),(d)	.50
Net assets at end of period (000)		$	141,474	$	150,266	$	159,194	$	171,758	$	227,170
Ratios to average net assets:**
	Expenses (%) (b),(e)		.15		.08		.16		.14	(d)	.31
	Expenses, excluding reimbursements (%) (b)		.49		.48		.48		.45	(d)	.44
	Net investment income (%)		.00	(c)	.00	(c)	.00	(c)	.00	(c)	.46

* 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 iMoneyNet reported return. Total returns for periods of less than one year are not annualized.
** For the year ended May 31, 2013, average nets assets were $147,423,000.
(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) Represents less than 0.01%
(d) During the year ended May 31, 2010, SAS reimbursed the Fund $8,000 for corrections in fees paid for the administration and servicing of certain accounts. The effect of this reimbursement on the Fund’s total return was less than 0.01%. The reimbursement decreased the Fund’s expense ratios by the less than 0.01%. This decrease is excluded from the expense ratios above.
(e) Reflects total operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund’s expenses paid indirectly decreased the expense ratios by 0.01%.

Prospectus | 22

NOTES

23 | USAA Treasury Money Market Trust

9800 Fredericksburg Road

San Antonio, Texas 78288

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PAID

USAA

S AVE PAPER AND FUND COSTS

Under My Profile usaa.com select Manage Preferences

Set your Documents Preferences to USAA documents online

If you would like more information about the Fund, you may call

(800) 531-USAA (8722) to request a free copy of the Fund’s

statement of additional information (SAI), annual or semiannual

reports, or to ask other questions about the Fund. The SAI has

been filed with the SEC and is incorporated by reference to and

legally a part of this prospectus. In the Fund’s annual report, you

will find a discussion of the market conditions and investment

strategies that significantly affected the Fund’s performance

during the last fiscal year. The Fund’s annual and semiannual

reports also may be viewed, free of charge, on usaa.com . A

complete description of the Fund’s policies and procedures with

respect to the disclosure of the Fund’s portfolio securities is

available in the Fund’s SAI. The SAI is not available on usaa.com

because of cost considerations and lack of investor demand.

To view these documents, along with other related documents,

you may visit the EDGAR database on the SEC’s website (www.sec.

gov) or the Commission’s Public Reference Room in Washington,

DC. Information on the operation of the Public Reference Room

may be obtained by calling (202) 551-8090. Additionally, copies of

this information may be obtained, after payment of a duplicating

fee, by electronic request at the following e-mail address: publicinfo@

sec.gov or by writing the Public Reference Section of the

Commission, Washington, DC 20549- 1520.

[USAA EAGLE LOGO (R)] We Know what it means to serve ®.

Part A

Prospectus for the

Managed Allocation Fund

Filed herein

[USAA Eagle Logo (R)]

[GRAPHIC OMITTED]

PROSPECTUS

USAA MANAGED ALLOCATION FUND

TICKER SYMBOL: (UMAFX)

OCTOBER 1, 2013

TABLE OF CONTENTS

Investment Objective	1
Fees and Expenses	1
Principal Investment Strategy	2
Principal Risks	2
Performance	4
Investment Adviser	6
Portfolio Manager(s)	6
Purchase and Sale of Shares	7
Tax Information	7
Payments to Broker-Dealers and
Other Financial Intermediaries	7
Investment Objective	8
Principal Investment Strategy	8
Risks	16
Portfolio Holdings	20
Fund Management	20
Portfolio Manager(s)	21
Purchases and Redemptions	22
Other Important Information
About Purchases and Redemptions	23
Shareholder Information	26
Financial Highlights	32

INVESTMENT OBJECTIVE

The USAA Managed Allocation Fund (the Fund) seeks to maximize total return, consisting primarily of capital appreciation.

FEES AND EXPENSES

Shareholder Fees
(fees paid directly from your investment)		None

Annual Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
	Management Fee	0.60%
	Distribution and/or Service (12b-1) Fees	None
	Other Expenses	0.14%
	Acquired Fund Fees and Expenses	0.23%
	Total Annual Operating Expenses	0. 97%

Example

	1 Year		3 Years		5 Years		10 Years
	$	99	$	309	$	536	$	1,190

1 | USAA Managed Allocation Fund

Portfolio Turnover

For the most recent fiscal year, the Fund’s portfolio turnover rate was 65% of the average value of its whole portfolio.

PRINCIPAL INVESTMENT STRATEGY

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 futures contracts and hedge funds.

PRINCIPAL RISKS

Because this Fund invests in stocks and other assets whose value is tied to stocks, it is subject to stock market risk, which is the possibility that the value of the Fund’s investments in stocks will decline regardless of the success or failure of a company’s operations. A company’s stock price in general may decline over short or even extended periods, regardless of the success or failure of a company’s operations. In addition, there is a possibility that the value of the Fund’s investments in foreign securities will decrease because of unique risks, such as currency exchange rate fluctuations; foreign market illiquidity;

Prospectus | 2

emerging market risk; increased price volatility; uncertain political conditions; exchange control regulations; foreign ownership limits; different accounting, reporting, and disclosure requirements; difficulties in obtaining legal judgments; and foreign withholding taxes.

ETFs, as investment companies, incur their own management and other fees and expenses, such as trustees’ fees, operating expenses, registration fees, and marketing expenses, a proportionate share of which would be borne by the Fund. As a result, an investment by the Fund in an ETF could cause the Fund’s operating expenses to be higher and, in turn, performance to be lower than if it were to invest directly in the securities underlying the ETF. In addition, the Fund will be indirectly exposed to all of the risk of securities held by the ETFs.

The fixed-income securities in the Fund’s portfolio may be subject to credit risk, which is the possibility that an issuer of a fixed-income instrument will fail to make timely dividend, interest, and principal payments on its securities or that negative market perceptions of the issuer’s ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor’s return. Many issuers of high-yield or "junk" securities have characteristics (including, but not limited to, high levels of debt, an untested business plan, significant competitive and technological challenges, legal, and political risks), which cast doubt on their ability to honor their financial obligations. They may be unable to pay dividends, interest when due, or return all of the principal amount of their debt obligations at maturity. All securities varying from the highest quality to the very speculative have some degree of credit risk.

As a mutual fund that has the ability to invest in bonds and mutual funds and ETFs that may invest in bonds, there is the risk that the market value of the bonds in the Fund's portfolio will fluctuate because of rising interest rates, changes in supply and demand securities, or other market factors. Bond prices are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall and when interest rates fall, bond prices rise. The price volatility of a bond also depends on its maturity. Generally, the longer the maturity of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer maturities generally offer higher yields than bonds with shorter maturities.

There is a possibility that the Fund’s investment in real estate investment trusts (REITs) will decrease because of a decline in real estate values. Investing in REITs may subject the Fund to many of

3 | USAA Managed Allocation Fund

the same risks associated with the direct ownership of real estate. Additionally, REITs are dependent upon the capabilities of the REIT manager(s), have limited diversification, and could be significantly impacted by changes in tax laws.

PERFORMANCE

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart illustrates the Fund’s performance for each full calendar year since the Fund’s inception. The table shows how the Fund’s average annual total returns for the periods indicated compared to those of the Fund’s benchmark index and index of funds with similar investment objectives.

Remember, historical performance (before and after taxes) does not necessarily indicate what will happen in the future. For the most

Prospectus | 4

current price, total return, and yield information for this Fund, log on to usaa.com or call (800) 531-USAA (8722).

RISK/RETURN BAR CHART

Annual Returns for Periods Ended December 31

[Bar chart]

2011*	201 2
7.05%	9.88%


	SIX-MONTH YTD TOTAL RETURN
	-3.10% (6/30/13)
	BEST QUARTER*	WORST QUARTER*
	4.45% 3rd Qtr. 2012	-1.61% 2nd Qtr. 2012
	* Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.

5 | USAA Managed Allocation Fund

shares through a tax-deferred arrangement, such as an individual retirement account (IRA) or 401(k) plan, the after-tax returns shown in the table are not relevant to you.

	AVERAGE ANNUAL TOTAL RETURNS
	For Periods Ended December 31, 2012

		Past	Inception Date
		1 Year	2/1/10
Managed Allocation Fund
	Return Before Taxes	9.88%	10.11%
	Return After Taxes on Distributions	8.67%	8.38%
	Return After Taxes on Distributions and Sale of Fund Shares	6.81%	7.79%
Indexes
	S&P 500 ® Index (reflects no deduction for fees, expenses, or taxes)	16.00%	12.07%

	Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)	4.22%	5.88%

INVESTMENT ADVISER

USAA Asset Management Company (AMCO)

PORTFOLIO MANAGER(S)

John P. Toohey, CFA, Vice President of Equity Investments, is responsible for the Fund’s asset allocation and has co-managed the Fund since its inception.

Wasif A. Latif, Vice President of Equity Investments, has co-managed the Fund since its inception.

R. Matthew Freund, CFA, Senior Vice President of Investment Portfolio Management, has co-managed the Fund since its inception.

Arnold J. Espe, CFA, Vice President of Mutual Fund Portfolios, has co-managed the Fund since its inception.

Dan Denbow, CFA, Assistant Vice President and portfolio manager, has co-managed the Fund since its inception.

Prospectus | 6

PURCHASE AND SALE OF SHARES

This Fund is not offered for sale directly to the general public and currently is available for investment only through a USAA discretionary managed account program. The Fund may be offered to other persons and legal entities that AMCO may approve from time to time. There are no minimum initial or subsequent purchase payment amounts for investments in the Fund.

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

7 | USAA Managed Allocation Fund

USAA Asset Management Company (AMCO) manages this Fund. For easier reading, AMCO may be referred to as “we” or “us” throughout the prospectus.

INVESTMENT OBJECTIVE

n What is the Fund’s investment objective?

The Fund seeks to maximize total return, consisting primarily of capital appreciation. The Fund’s Board of Trustees (the Board) may change this investment objective without shareholder approval.

PRINCIPAL INVESTMENT STRATEGY

n What is the Fund’s principal investment strategy?

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 ETFs and real estate securities, including REITs. Consistent with the Fund’s investment strategy, it may at times invest directly in U.S. and/or foreign (to include emerging markets) equity securities and fixed-income securities as well as futures contracts and hedge funds.

n What type of investment companies will be considered for investment in the Fund?

With respect to the Fund’s investments in other investment companies, the equity mutual funds may include any type of equity mutual fund ( e.g. , real estate, technology, or health care). However, the Fund may be invested in a manner intended to diminish risk and volatility through allocations of assets to less aggressive equity mutual funds (or to aggressive equity mutual funds in lesser percentages). Furthermore, the Fund may at times invest in fixed-income mutual funds made up of debt securities with varying maturities ( e.g., long-term, intermediate-term, or short-term) and credit qualities ( e.g ., investment grade or non-investment grade), while at other times, a larger emphasis will be given to one particular type of fixed-income mutual fund. As of the date of this prospectus, the Fund’s investments in other investment companies generally have consisted primarily of shares of exchange-traded funds (ETFs). However, the Fund may invest in other types of investment

Prospectus | 8

companies, including other mutual funds we manage, and other pooled investment vehicles, such as hedge funds.

n What are ETFs and why are they part of the Fund’s portfolio?

ETFs are, with a few exceptions, open-end investment companies that trade on exchanges throughout the day. ETFs typically track a market index or specific sectors of the stock or bond markets but also may be managed in a manner that is intended to outperform a market index or sector index. Because they trade like stocks, ETFs offer trading flexibility desired by both individuals and institutions. Like any security that trades on an exchange, the value of the underlying securities is the major factor in determining an ETF’s price. The price of an ETF is determined by supply and demand. Thus, ETFs do not necessarily trade at the net asset values of their underlying securities. The Fund will value any ETF in its portfolio at its last sale or closing market price, which typically approximates its net asset value although there may be times when the market price and net asset value vary.

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

n How will the Fund utilize derivative instruments in its portfolio?

The Fund is permitted to use various types of derivatives (financial instruments whose value is based on, for example, indexes, currencies, commodities, or securities). The Fund may use derivatives such as futures contracts in circumstances where the managers believe they offer an economical means of gaining exposure to a particular asset class or to keep cash on hand to meet shareholder redemptions or other needs while maintaining exposure to the market.

As an alternative investment strategy, in an attempt to reduce the Fund’s volatility over time, the Fund may implement an index option-based strategy by selling index call or corresponding ETF options and buying index put or corresponding ETF options or put spread options.

As the seller of an index call or corresponding ETF option, the Fund receives cash (the premium) from the purchaser. The purchaser of an index call option has the right to any appreciation in the value of the index over a fixed price (the exercise price) on a certain date in the

9 | USAA Managed Allocation Fund

future (the expiration date). If the purchaser does not exercise the option, the Fund retains the premium. If the purchaser exercises the option, the Fund pays the purchaser the difference between the price of the index and the exercise price of the option. The premium, the exercise price, and the market value of the index determine the gain or loss realized by the Fund as the seller of the index call option. The Fund also may repurchase the call or corresponding ETF option prior to the expiration date, ending its obligation. In this case, the cost of repurchasing the option will determine the gain or loss realized by the Fund.

As the buyer of an index put or corresponding ETF option, the Fund attempts to reduce losses on its stock portfolio from a significant market decline over a short period of time. The value of an index put or corresponding ETF option generally increases as stock prices decrease.

n Are there any risks to buying and selling index options?

Written options have varying degrees of risk. An uncovered written call option theoretically carries unlimited risk, as the market price of the underlying asset could rise far above the exercise price before its expiration. This risk is tempered when the call option is covered, that is, when the option writer owns the underlying asset. In this case, the writer runs the risk of the lost opportunity to participate in the appreciation in value of the asset rather than the risk of an out-of-pocket loss. A written put option has defined risk, that is, the difference between the agreed-upon price that the Fund must pay to the buyer upon exercise of the put and the value, which could be zero, of the asset at the time of exercise.

Selling index call or corresponding ETF options can reduce the risk of owning a stock portfolio, because declines in the value of the stock portfolio would be offset to the extent of the up-front cash (premium) received at the time of selling the call option. However, if the value of the index on which the option is based appreciates to a price higher than the option’s exercise price, it can be expected that the purchaser will exercise the option and the Fund will be obligated to pay the purchaser the difference between the exercise price and the appreciated value of the index. Therefore, selling index call or corresponding ETF options also can limit the Fund’s opportunity to profit from an increase in the market value of the stock portfolio.

Purchasing index put or corresponding ETF options can reduce the risk of declines in the value of a stock portfolio, because a put option gives

Prospectus | 10

its purchaser, in return for a premium, the right to receive the difference between the exercise price of the option and any decline in the value of the index below the exercise price. However, the Fund risks losing all or part of the cash paid for purchasing index put or corres-ponding ETF options if the value of the index does not decline below its exercise price. At times, the Fund may not own any put options, resulting in increased exposure to a market decline. Unusual market conditions or the lack of a ready market for any particular option at a specific time may reduce the effectiveness of the Fund’s option strategies.

n What types of real estate securities will be included in the Fund’s portfolio?

Investments in real estate securities will consist primarily of common stocks, mutual funds, and ETFs, and ETFs of REITs and companies that operate as real estate corporations or which have a significant portion of their assets in real estate. We will evaluate the nature of a com-pany’s real estate holdings to determine whether the Fund’s investment in the company’s common stock will be included. In addition, we may invest in preferred stocks, securities convertible into common stocks, and securities that carry the right to buy common stocks of REITs and real estate companies. The Fund generally will not acquire any direct ownership of real estate.

n What role do equity securities play in the Fund’s portfolio?

Up to 100% of the Fund’s portfolio may be allocated to U.S. and/or foreign equity securities (to include emerging markets), and this allocation may consist in part or in whole of mutual funds and ETFs that hold such securities.

From time to time, the U.S. and foreign equity markets may fluctuate independently of each other. In other words, a decline in one market may, in certain circumstances, be offset by a rise in another market. In addition, foreign equity markets may provide attractive returns not otherwise available in the U.S. markets.

n What is considered to be a “foreign company”?

A company will be designated as a foreign company by considering several factors, including the country in which the company was legally organized, the location of the company’s assets, the location of the company’s headquarters, the countries where the company’s revenues are derived, and the principal trading market for the company’s stock.

11 | USAA Managed Allocation Fund

n What is an “emerging market company”?

An issuer is an emerging market company if it is organized under the laws of an emerging market country (as defined below); the principal trading market for its stock is in an emerging market country; or at least 50% of its revenues or profits are derived from operations within emerging market countries or at least 50% of its assets are located within emerging market countries.

n What countries are considered emerging markets countries?

For our purposes, emerging market countries are all countries of the world excluding the following countries and markets, which are referred to as developed countries:

ASIA: Australia, Hong Kong Special Administrative Region, Japan, Singapore, New Zealand

AMERICAS: Canada, the United States

AFRICA/MIDDLE EAST: Israel

EUROPE: Austria, Belgium, Denmark, Finland, France, Germany, Greece, Holland, Ireland, Italy, Luxembourg, Norway, Portugal, Spain, Sweden, Switzerland, the United Kingdom

n How are the decisions to buy and sell equity securities made?

In selecting equity securities for the Fund, we seek to invest in companies, mutual funds, ETFs, or REITs that are attractively priced relative to an assessment of the company’s value, while recognizing that considerations relating to the competitive position of a company’s assets, the quality of its management, the strength of its balance sheet, and the growth prospects of its markets impact the premium or discount to net asset value that might be warranted.

We will sell a security either when a more attractive opportunity is identified or upon a marked deterioration of a company’s fundamentals.

n What types of fixed-income securities may be included in the Fund’s portfolio?

Up to 100% of the Fund’s portfolio may be allocated to U.S. and/or foreign (to include emerging markets) fixed-income securities and/or money market instruments including bonds, convertible securities, leveraged loans, preferred stocks, and mutual funds and ETFs that hold

Prospectus | 12

the same. The Fund may from time to time invest in a broad range of high-yield securities (also sometimes referred to as “junk bonds”).

Fixed-income securities and money market instruments are intended to provide both liquidity and interest income. In addition, bonds provide opportunities for capital gains.

These securities, and the securities held by the mutual funds and ETFs in which we may invest, may include obligations of U.S., state, and local governments, their agencies and instrumentalities; mortgage- and asset-backed securities; corporate debt securities; repurchase agreements; debt REITs; and other securities believed to have debt-like characteristics, including synthetic securities.

The Fund may use various techniques to increase or decrease its exposure to changing security prices, interest rates, commodity prices, or other factors that affect security values. These methods may involve derivative transactions such as buying and selling options and futures contracts, entering into currency exchange contracts, swap agreements, or credit default swap agreements, purchasing indexed securities, and selling securities short.

Certain bond and money market instruments, such as collateralized mortgage obligations, commercial mortgage-backed securities (CMBSs), interest-only CMBS securities, periodic auction reset bonds, loan interests, and direct debt instruments, Eurodollar and Yankee obligations, and synthetic securities, are

subject to special risks that are described in the statement of additional information (SAI).

The Fund also may invest in defaulted securities, non-dollar-denominated foreign securities, trade claims, and certain derivatives such as futures and options. We also may invest, without limitation, in dollar-denominated securities of foreign issuers.

n Will the Fund's assets be invested in illiquid securities?

The Fund is limited to 15% of its net assets in illiquid securities. An illiquid security is an investment that the Fund generally may not expect to sell or dispose of within seven days or less in the ordinary course of business at approximately the value ascribed to such security.

n What are considered “high-yield securities”?

We consider high-yield securities to include a broad range of fixed-income securities that produce high current income. The Fund has no

13 | USAA Managed Allocation Fund

limits on the credit quality and maturity of its investments. Generally, debt securities rated below the four highest credit grades by a credit rating agency (or of equivalent quality if not publicly rated) are considered “non-investment-grade” or “high-yield” securities, which are considered speculative and are subject to significant credit risk. They are sometimes referred to as “junk” since they are believed to represent a greater risk of default than more creditworthy “investment-grade” securities.

High-yield securities may be issued by corporations, governmental bodies, and other issuers. These issuers might be small or obscure, just getting started, or even large, well-known leveraged entities. They are typically more vulnerable to financial setbacks and recession than more creditworthy issuers and may be unable to make timely dividend, interest, and principal payments if economic conditions weaken.

n What is the difference between investing in high-yield and investing in investment-grade bonds?

In the investment-grade bond market (where credit risks are generally considered low), a higher return is normally used to entice investors into buying longer-maturity bonds, thereby accepting greater sensitivity to changes in interest rates. In contrast, high-yield securities are often considered hybrids, with characteristics of both stocks and bonds. High-yield securities generally have less interest rate risk and higher credit risk than higher-quality bonds. A higher return is normally used to entice investors into buying securities with a greater risk of default. Normally, the higher the credit risk, the higher the potential return. In effect, high-yield investors are trading a portion of the interest rate risk inherent in investment-grade bonds for bond-specific credit risk (each high-yield security is a unique story ). At the same time, the volatility of high-yield securities portfolios historically has been notably less than that of the equity market as a whole.

As a result, high-yield securities portfolios often have acted differently than investment-grade bond securities portfolios. High-yield securities are more sensitive to changes in economic conditions than investment-grade bonds. The high-yield securities portfolio may underperform

Prospectus | 14

when the outlook for the economy is negative. Conversely, the high-yield securities portfolio may outperform when the economic outlook turns positive.

n What is a credit rating?

A credit rating is an evaluation reflecting the possibility that an issuer will default on a security. Rating agencies such as Moody’s Investors Service, Inc. (Moody’s), Standard & Poor’s Ratings Services (S&P), Fitch Ratings, Inc. (Fitch), and Dominion Bond Rating Service Limited (Dominion), analyze the financial strength of an issuer, whether the issuer is a corporation or government body. The highest ratings are assigned to those issuers perceived to have the least credit risk. For example, S&P ratings range from AAA (highly unlikely to default) to D (in default). If a security is not rated by the above-mentioned agencies, we will assign an equivalent rating.

n How are the decisions to buy and sell fixed-income securities made?

We seek to invest in shares of companies, mutual funds, ETFs, or REITs that are attractively priced. We assess the share price of prospective companies, mutual funds, ETFs, or REITs based on considerations relative to each type of investment. For example, an assessment of the relative value of a company’s share price might consider, among other things, the competitive position of the company’s assets, the quality of its management, the strength of its balance sheet, and the growth prospects of its markets. An assessment of the relative value of an ETF’s share price might consider, among other things, the index or market segment it tracks, the growth prospects for that index or market segment, the size of the ETF, and its liquidity. When assessing the share price of a mutual fund, we might consider, among other things, the investment objective of the fund, the asset category or industry in which it invests, the growth prospects for that category or industry, and the quality of its investment management team. An assessment of the relative value of a REIT’s share price might consider, among other things, the types of real estate properties in which it invests, the quality of its investment management team and the size of the REIT.

We often will sell a security before a marked deterioration of fundamentals, due to concerns that in the future that we could see a marked deterioration in fundamentals.

15 | USAA Managed Allocation Fund

n What types of money market instruments may be included in the Fund’s portfolio?

The money market instruments generally included in the Fund’s port-folio are U.S. dollar-denominated debt securities that have remaining maturities of one year or less. They may carry either fixed or variable interest rates and may include, but are not limited to, variable-rate demand notes; commercial paper; U.S. Treasury bills, bonds, notes, and certificates of deposit; repurchase agreements; asset-backed securities; Eurodollar and Yankee obligations; and other money market securities. The Fund also may invest in money market mutual funds.

TEMPORARY DEFENSIVE STRATEGY

achieve its investment objective.

RISKS

Credit Risk: Credit risk is the possibility that an issuer of a fixed-income instrument will fail to make timely dividend, interest, and principal payments on its securities or that negative market perceptions of the issuer’s ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. Many issuers of high-yield securities have characteristics (including, but not limited to, high levels of debt, an untested business plan, significant competitive and technological challenges, legal, and political risks), which cast doubt on their ability to honor their financial obligations. They may be unable to pay dividends, interest when due, or return all of the principal amount of their debt obligations at maturity. All securities varying from the highest quality to the very speculative have some degree of credit risk.

When evaluating potential investments for the Fund, our analysts assess credit risk and its impact on the Fund’s portfolio. In addition, the public rating agencies may provide estimates of the credit quality of the securities. The ratings may not take into account every risk that dividends, interest, or principal will be repaid on a timely basis.

Prospectus | 16

Derivatives Risk: The Fund may invest in futures and options and other types of derivatives. Risks associated with derivatives include the risk that the derivative is not well-correlated with the security, index, or currency to which it relates; the risk that derivatives used for risk management may not have the intended effects and may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk of interest rate movements; and the risk that the derivatives transaction could expose the Fund to the effects of leverage, which could increase the Fund’s exposure to the market and magnify potential losses. There is no guarantee that derivatives activities will be employed or that they will work, and their use could reduce potential returns or even cause losses to the Fund.

ETFs Risk: A Fund may invest a substantial portion of its assets in ETFs, which generally are registered investment companies. By investing in a Fund that invest in ETFs, you will be exposed to the same risks of the ETFs’ holdings as the ETFs themselves in direct proportion to the allocation of the Fund’s assets among those ETFs. You also will indirectly bear fees and expenses charged by the ETFs in which a Fund invests in addition to the Fund’s direct fees and expenses. In addition, each ETF typically is a “passive investor” and therefore invests in the securities and sectors contained in the index it seeks to track without regard for or analysis of the prospects of such securities or sectors. An ETF may invest in all of the securities in such index or in a representative sample of such securities. ETFs will not attempt to take defensive positions in volatile or declining markets or under other conditions. Furthermore, ETFs will not be able to duplicate exactly the performance of the underlying indexes they track. The difference in performance between an ETF and the index it seeks to track can be due to, among other factors, the expenses that the ETF pays, regulatory constraints, investment strategies, or techniques undertaken by the ETF, and changes to an underlying index. There also may be a lack of correlation between the securities in an index and those actually held by an ETF. Moreover, the market price of an ETF may be different from the NAV of such ETF ( i.e., the ETF may trade at a discount or premium to its NAV). The performance of a Fund that invests in such an ETF could be adversely impacted. In addition, although ETFs are generally listed on securities exchanges, there can be no assurances that an active trading market for such ETFs will be maintained. Secondary market trading in ETFs also may be halted by a national securities exchange because of market conditions or for other reasons. There

17 | USAA Managed Allocation Fund

can be no assurances that the requirement necessary to maintain the listing of the ETFs will continue to be met or will remain unchanged.

v	Emerging Markets Risk : Investments in countries that are in the early stages of their industrial development involve exposure to economic structures that generally are less diverse and mature than those in the United States and to political systems that may be less stable.

v	Political Risk: Political risk includes a greater potential for coups d’etat, revolts, and expropriation by governmental organizations.

These risks are particularly heightened in this Fund due to the fact that within the universe of foreign investing, investments in emerging market countries are most volatile.

Global Real Estate Securities and REIT Investment Risk: The possibility that the Fund’s investments in global real estate securities and REITs will decrease because of a decline in real estate values in both domestic and foreign locations. Investing in REITs may subject the Fund to many of the same risks associated with the direct ownership of real estate. Additionally, REITs are dependent upon the capabilities of the REIT manager(s), have limited diversification, and could be significantly impacted by changes in tax laws.

Interest Rate Risk: As a mutual fund investing in bonds and mutual funds and ETFs that may invest in bonds, the Fund is subject to the risk that the market value of the bonds will fluctuate because of changes in interest rates. Bond prices are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall, and when interest rates fall, bond prices rise. The price volatility of a bond also depends on its maturity. Generally, the longer the maturity of a bond, the greater is its sensitivity to interest rates. To compensate investors

Prospectus | 18

for this higher interest rate risk, bonds with longer maturities generally offer higher yields than bonds with shorter maturities.

v	If interest rates increase , the yield of the Fund may increase and the market value of the Fund’s securities will likely decline, adversely affecting the Fund’s NAV and total return.

v	If interest rates decrease , the yield of the Fund may decrease. In addition, the market value of the Fund’s securities may increase, which would likely increase the Fund’s NAV and total return.

Management Risk: The Fund is subject to management risk because it is actively managed, and there is no guarantee that the investment techniques and risk analyses used by the Fund’s managers will produce the desired results. The Fund’s ability to achieve its investment objective depends in part on the managers’ skills in determining the Fund’s asset class allocations and in selecting and weighting investments in each asset class. The managers’ evaluations and assumptions regarding asset classes and investments may differ from actual market conditions, which means there is a possibility that the investment techniques and risk analyses used by the Fund’s managers will not produce the desired results.

Reallocation Risk: The Fund may change the allocation of its portfolio holdings on a frequent basis, which may result in high portfolio turnover likely to exceed 100%, varying from year to year depending on the frequency of the investment allocation decisions made. In purchasing and selling securities in order to reallocate the portfolio, the Fund will pay more in brokerage commissions than it would if it did not reallocate assets. The Fund may have a higher proportion of capital gains and a potentially lower return than a fund that does not reallocate from time to time.

19 | USAA Managed Allocation Fund

Stock Market Risk: Because the Fund invests in stocks and other assets whose value is tied to stocks, it is subject to stock market risk. Stock prices in general may decline over short or even extended periods, regardless of the success or failure of a company’s operations. Stock markets tend to run in cycles, with periods when stock prices generally go up and periods when stock prices generally go down. Stocks tend to be more volatile than bonds.

ADDITIONAL INFORMATION

PORTFOLIO HOLDINGS

The Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities are available in the Fund’s SAI, which is available upon request.

FUND MANAGEMENT

We provide investment management services to the Fund pursuant to an Advisory Agreement. Under this agreement, we are responsible for managing the business and affairs of the Fund, subject to the authority of and supervision by the Board. Under the Advisory Agreement, AMCO serves as the asset allocation manager of the Fund. A discussion regarding the basis of the Boards’ approval of the Fund’s Advisory Agreement is available in the Fund’s annual report to shareholders for period ended May 31.

For our services, the Fund pays us an investment management fee, which is accrued daily and paid monthly, equal to an annualized rate of three-fifths of one percent (0.60%) of the Fund’s average net assets.

Prospectus | 20

In addition to providing investment management services, we also provide administration and servicing to the Fund. Our affiliate, USAA Shareholder Account Services (SAS), provides transfer agency services to the Fund. The Fund or the Fund’s transfer agent may enter into agreements with third parties (Servicing Agents) to pay such Servicing Agents for certain administrative and servicing functions. USAA Investment Management Company acts as the Fund's distributor.

PORTFOLIO MANAGER(S)

John P. Toohey , CFA, Vice President of Equity Investments, joined USAA in February 2009. He has 15 years of investment management experience and is responsible for the Fund’s asset allocation and has co-managed the Fund since its inception. Prior to joining USAA, Mr. Toohey was a managing director at AIG Investments from December 2000 to January 2009, where he was responsible for the investments supporting AIG’s pension plans worldwide. He also was co-portfolio manager for four lifestyle and asset allocation funds, oversaw the equity index fund business, and served as a senior member of the external client asset allocation team. Education: B.A., mathematics, Williams College. He is a Fellow of the Society of Actuaries and holds the Chartered Financial Analyst (CFA) designation.

Wasif A. Latif , Vice President of Equity Investments, USAA June 2006 and has co-managed the Fund since its inception. Mr. Latif has 15 years of investment management experience and has worked for us for seven years. Education: B.S., finance, University of Indianapolis, and M.B.A., University of Illinois at Chicago.

R. Matthew Freund , CFA, Senior Vice President of Investment Portfolio management, has co-managed the Fund since its inception. Mr. Freund

21 | USAA Managed Allocation Fund

has 24 years of investment management experience and has worked for us for 18 years. Education: B.A., Franklin & Marshall College; M.B.A., Indiana University. He holds the CFA designation and is a member of the CFA Institute and the CFA Society of San Antonio.

Arnold J. Espe , CFA, Vice President of Mutual Fund Portfolios, has co-managed the Fund since its inception. Mr. Espe has 29 years of investment management experience and has worked for us for 13 years. Education: B.S., Willamette University; M.B.A., University of Oregon. He holds the CFA designation and is a member of the CFA Institute and the CFA Society of San Antonio.

Dan Denbow , CFA, Assistant Vice President and Portfolio Manager, has co-managed the Fund since its inception. Mr. Denbow has 21 years of investment management experience and has worked for us for 15 years. Education: B.B.A. and M.B.A., Texas Christian University. He holds the CFA designation and is a member of the CFA Institute and the CFA Society of San Antonio.

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

PURCHASES AND REDEMPTIONS

OPENING AN ACCOUNT

This Fund is not offered for sale directly to the general public and currently is available for investment only through a USAA discretionary managed account program. The Fund may be offered to other persons and legal entities that AMCO may approve from time to time. There is no minimum initial or subsequent purchase amounts for investment in the Fund.

EFFECTIVE DATE OF PURCHASE

The Fund’s NAV is determined as of the close of the regular trading session (generally 4 p.m. Eastern time) of the NYSE each day it is open for trading. If we receive a request and payment prior to that time, the purchase price will be the NAV per share determined for that day. If we receive a request or payment after that time, the purchase will be effective on the next business day.

Prospectus | 22

REDEEMING SHARES

Redemptions are effective on the day instructions are received in proper form. If instructions are received after the close of the NYSE (generally 4 p.m. Eastern time), redemptions will be effective on the next business day. However, the Fund may elect to suspend the redemption of shares or postpone the date of payment in limited circumstances ( e.g., if the NYSE is closed or when permitted by order of the SEC).

We will send your money within seven days after the effective date of redemption. For federal income tax purposes, a redemption is a taxable event; as such, you may realize a capital gain or loss. Such capital gains or losses are based on the difference between your basis in the redeemed shares and the proceeds you receive upon their redemption. See Taxes for information regarding basis election and reporting.

OTHER IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS

EXCESSIVE SHORT-TERM TRADING

To deter such trading activities, the USAA Funds’ policies and procedures state that:

23 | USAA Managed Allocation Fund

n	Each fund reserves the right to reject any purchase order, including an exchange, that it regards as disruptive to the efficient manage-ment of the particular fund.

THE USAA FUNDS’ RIGHT TO REJECT PURCHASE AND EXCHANGE ORDERS AND LIMIT TRADING IN ACCOUNTS

The following transactions are exempt from the excessive short-term trading activity policies described above:

n	Transactions in the money market funds, Short-Term Bond Fund, Ultra Short-Term Bond Fund, and Tax Exempt Short-Term Fund;

n	Purchases and sales pursuant to automatic investment or withdrawal plans;

Prospectus | 24

n	Purchases and sales made through USAA Managed Portfolios – UMP TM , USAA 529 College Savings Plan TM , USAA Federal Savings Bank Trust Department, or other designated USAA managed investment accounts;

n	Purchases and sales of the Institutional Shares by the Target Retirement Funds, Cornerstone Conservative Fund and/or Cornerstone Equity Fund; and

n	Other transactions that are not motivated by short-term trading considerations if they are approved by transfer agent management personnel and are not disruptive to a fund.

25 | USAA Managed Allocation Fund

review the underlying trading activity to identify individual accounts engaged in excessive short-term trading activity. We will instruct the omnibus account to restrict, limit, or terminate trading privileges in a particular fund for individual accounts identified as engaging in excessive short-term trading through these omnibus accounts.

SHAREHOLDER INFORMATION

SHARE PRICE CALCULATION

The price at which you purchase and redeem Fund shares is equal to the NAV per share determined on the effective date of the purchase or redemption. The NAV per share is calculated by adding the value of the Fund’s assets ( i.e., the value of its investment in the Fund and other assets), deducting liabilities, and dividing by the number of shares outstanding. Fund shares may be purchased and sold at the NAV per share without a sales charge. The Fund’s NAV per share is calculated as of the close of the NYSE (generally 4 p.m. Eastern time) each day that the NYSE is open for regular trading. The NYSE is closed on most national holidays and Good Friday.

VALUATION OF SECURITIES

Prospectus | 26

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.

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 NAV may not take place at the same time the prices of certain foreign securities held by the Fund are determined. In most cases, events affecting the values of foreign securities that occur between the time of their last quoted sales or official closing prices and the close of normal trading on the NYSE on a day the Fund’s NAV is calculated will not be reflected in the value of the Fund’s foreign securities. However, we will monitor for events that would materially affect the value of the Fund’s foreign securities. If we determine a particular event would materially affect the value of the Fund’s foreign securities, then we, under valuation procedures approved by the Board, will consider such available information that we deem relevant to determine a fair value for the affected foreign securities. In addition, the Fund may use information from an external vendor or other sources to adjust the foreign market closing prices of foreign equity securities to reflect what the Fund believes to be the fair value of the securities as of the close of the NYSE. Fair valuation of affected foreign equity securities may occur frequently based on an assessment that events which occur on a fairly regular basis (such as U.S. market movements) are significant.

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

27 | USAA Managed Allocation Fund

day. Futures contracts are valued based upon the last quoted sales price at the close of market on the principal exchange on which they are traded. Option contracts are valued by a pricing service at the National Best Bid/Offer (NBBO) composite price, which is derived from the best available bid and ask prices in all participating options exchanges determined to most closely reflect market value of the options at the time of computation of the Fund’s NAV.

For additional information on how securities are valued, see Valuation of Securities in the Fund’s SAI.

DIVIDENDS AND OTHER DISTRIBUTIONS

Prospectus | 28

Fund will reduce the NAV per share by the amount of the distribution on the ex-distribution date. You should consider carefully the effects of purchasing shares of the Fund shortly before any distribution. Some or all distributions may be subject to taxes. The Fund will invest in your account, at the current NAV per share, any distribution payment returned to the Fund by your financial institution.

TAXES

The following tax information is quite general and refers to the federal income tax law in effect as of the date of this prospectus.

n Treatment of the Fund

The Fund, which is treated as a separate corporation for federal tax purposes, has qualified for each past taxable year, and intends to continue to qualify, for treatment as a "regulated investment company” under the Code. By doing so, it (but not its shareholders) will be relieved of federal income tax on the part of its investment company taxable income (consisting generally of net investment income, the excess, if any, of net short-term capital gain over net long-term capital loss (net short-term capital gain), and net gains and losses from certain foreign currency transactions, if any, all determined without regard to any deduction for dividends paid) and net capital gain ( i.e., the excess of net long-term capital gain over net short-term capital loss) that it distributes to its shareholders.

n Shareholder Taxation

Distributions that shareholders receive from the Fund are subject to federal income tax and may be subject to state and/or local taxes. Dividends and distributions of net short-term capital gain are taxable to you as ordinary income, whether received in cash or reinvested in additional shares of the Fund. A portion of the Fund's dividends may qualify for the 70% dividends-received deduction available to corporations and for the lower maximum federal income tax rate applicable to "qualified dividend income" of individuals and certain other non-corporate shareholders (each, an individual shareholder) who satisfy certain holding period and other restrictions with respect to their shares held in the Fund -- a maximum of 15% for a single shareholder with taxable income not exceeding $400,000 ($450,000 for married shareholders filing jointly) and 20% for those individual shareholders with taxable income exceeding those respective amounts (which will be adjusted for inflation annually after 2013).

29 | USAA Managed Allocation Fund

Regardless of the length of time you have held shares of the Fund, distributions of net capital gain that the Fund realizes are taxable to you as long-term capital gains, whether received in cash or reinvested in additional shares of the Fund. Those distributions to individual shareholders will qualify for the 15% and 20% maximum federal income tax rates described above.

You may realize a capital gain or loss for federal income tax purposes on a redemption or an exchange, which is treated like a redemption of shares of the Fund. Your gain or loss is based on the difference between your basis in the redeemed or exchanged shares and the redemption proceeds, or the NAV of the shares of the fund in which you exchange, you receive. Any capital gain an individual or certain other non-corporate shareholder recognizes on a redemption or exchange of his or her shares of the Fund that have been held for more than one year will qualify for the 15% and 20% maximum tax rates mentioned above. In addition, beginning in 2013 an individual shareholder is subject to a 3.8% federal tax on the lesser of (1) the individual's "net investment income," which generally includes distributions the Fund pays and net gains realized on the redemption or exchange of shares of the Fund, or (2) the excess of his or her "modified adjusted gross income" over $200,000 (or $250,000 if married and filing jointly). This tax is in addition to any other taxes due on that income. A similar tax applied to estates and trusts. You should consult your tax adviser regarding the effect, if any, this provision may have on your investment in shares of the Fund.

n Foreign Taxes

Prospectus | 30

ments. Tax conventions between certain countries and the United States may reduce or eliminate foreign taxes, however, and many foreign countries do not impose taxes on capital gains in respect of investments by foreign investors.

n Withholding

Federal law requires the Fund to withhold (referred to as “backup withholding”) and remit to the U.S. Treasury 28% of (1) dividends, capital gain distributions, and proceeds of redemptions, regardless of the extent to which gain or loss may be realized, otherwise payable to any individual shareholder who fails to furnish the Fund with a correct taxpayer identification number and (2) those dividends and distribu-tions otherwise payable to any such shareholder who:

n Underreports dividend or interest income, or

Fails to certify that he or she is not subject to backup withholding.

Backup withholding is not an additional tax, and any amounts so withheld may be credited against a shareholder's federal income tax liability or refunded. To avoid this withholding requirement, you must certify, on your application or on a separate IRS Form W-9 supplied by the Fund’s transfer agent, that your taxpayer identification number is correct and you currently are not subject to backup withholding.

31 | USAA Managed Allocation Fund

n Reporting

The Fund will report information to you annually concerning the tax status of dividends and other distributions for federal income tax purposes . In addition, the Fund (or its administrative agent) must report to the IRS and furnish to its shareholders the basis information for Covered Shares and indicate whether they had a short-term (one year or less) or long-term (more than one year) holding period. You should consult with their tax adviser to obtain more information about how the basis reporting law applies to you .

SHAREHOLDER MAILINGS

n Householding

Through our ongoing efforts to help reduce Fund expenses, each household will receive a single copy of the Fund’s most recent financial reports and prospectus. You will receive the single copy if you or a family member owns more than one account. For many of you, this eliminates duplicate copies and saves paper and postage costs for the Fund. However, if you would like to receive individual copies, please contact us; and we will begin your individual delivery within 30 days of your request.

n Electronic Delivery

Log on to usaa.com and sign up to receive your statements, confirmations, financial reports, and prospectuses electronically instead of through the mail.

FINANCIAL HIGHLIGHTS

The following financial highlights tables are intended to help you understand the Fund’s financial performance since inception. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all income dividends and capital gain distributions).

The information has been derived from the financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report to shareholders, which is available upon request.

Prospectus | 32

MANAGED ALLOCATION FUND
		Year Ended May 31,							Period Ended
		Year Ended May 31,							May 31,
			2013		2012		2011			2010***
Net asset value at beginning of period		$	10.67	$	11.33	$	10.14		$	10.00
Income (loss) from investment operations:
	Net investment income		.18		.32	(a)	.30	(a)		.05	(a)
	Net realized and unrealized gain (loss)		.95		(.18)	(a)	1.36	(a)		.09	(a),(b)
Total from investment operations			1.13		.14	(a)	1.66	(a)		.14	(a)
Less distributions from:
	Net investment income		(.23)		(.32)		(.22)			-
	Realized capital gains		(.25)		(.48)		(.25)			-
Total distributions			(.48)		(.80)		(.47)			-
Net asset value at end of period		$	11.32	$	10.67	$	11.33		$	10.14
Total return (%)*			10.70		1.29		16.69			1.40
Net assets at end of period (000)		$	714,894	$	519,850	$	474,503		$	281,793
Ratios to average net assets:**
	Expenses (%) (d)		.74		.74		.75			.83	(c)
	Net investment income (%)		1.68		2.87		2.80			1.32	(c)
Portfolio turnover (%)			65	(f)	125	(f)	249	(e)		52

* 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 year ended May 31, 2013, average net assets were $622,803,000.
*** Fund commenced operations on February 1, 2010.
(a) Calculated using average shares.
(b) Reflects a net realized and unrealized gain per share, whereas the statement of operations reflects a net realized and unrealized loss for the period. The difference in realized and unrealized gains and losses is due to the timing of sales and repurchases for the Fund’s in relation to fluctuating market values for the portfolio.
(c) Annualized. The ratio is not necessarily indicative of 12 months of operation.
(d) Reflects total operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios by less than 0.01%.
(e) Reflects increased trading activity due to asset allocation strategies.
(f) Reflects deceased trading activity due to asset allocation strategies.

33 | USAA Managed Allocation Fund

NOTES

Prospectus | 34

35 | USAA Managed Allocation Fund

Prospectus | 36

37 | USAA Managed Allocation Fund

Prospectus | 38

39 | USAA Managed Allocation Fund

9800 Fredericksburg Road

San Antonio, Texas 78288

PRSRT STD

U.S. Postage

PAID

USAA

S AVE PAPER AND FUND COSTS

Under My Profile usaa.com select Manage Preferences

Set your Documents Preferences to USAA documents online

If you would like more information about the Fund, you may call

(800) 531-USAA (8722) to request a free copy of the Fund’s

statement of additional information (SAI), annual or semiannual

reports, or to ask other questions about the Fund. The SAI has

been filed with the SEC and is incorporated by reference to and

legally a part of this prospectus. In the Fund’s annual report, you

will find a discussion of the market conditions and investment

strategies that significantly affected the Fund’s performance

during the last fiscal year. The Fund’s annual and semiannual

reports also may be viewed, free of charge, on usaa.com . A

complete description of the Fund’s policies and procedures with

respect to the disclosure of the Fund’s portfolio securities is

available in the Fund’s SAI. The SAI is not available on usaa.com

because of cost considerations and lack of investor demand.

To view these documents, along with other related documents,

you may visit the EDGAR database on the SEC’s website (www.sec.

gov) or the Commission’s Public Reference Room in Washington,

DC. Information on the operation of the Public Reference Room

may be obtained by calling (202) 551-8090. Additionally, copies of

this information may be obtained, after payment of a duplicating

fee, by electronic request at the following e-mail address: publicinfo@

sec.gov or by writing the Public Reference Section of the

Commission, Washington, DC 20549- 1520.

[USAA EAGLE LOGO (R)] We Know what it means to serve ®.

Part B

Statement of Additional Information for
Cornerstone Conservative Fund, Cornerstone Moderately Conservative Fund,
Cornerstone Moderate Fund, Cornerstone Moderately Aggressive Fund, Cornerstone Aggressive Fund, Cornerstone Equity Fund, Growth and Tax Strategy Fund, Emerging Markets

Filed herein

[USAA EAGLE LOGO (R)]

Growth and Tax Strategy Fund (USBLX)	World Growth Fund Shares (USAWX)
Precious Metals and Minerals Fund Shares (USAGX)	World Growth Fund Adviser Shares (USWGX)
Precious Metals and Minerals Fund Institutional Class (UIPMX)	Government Securities Fund Shares (USGNX)
Precious Metals and Minerals Fund Adviser Shares (UPMMX)	Government Securities Adviser Shares (UAGNX)
Emerging Markets Fund Shares (USEMX)	Treasury Money Market Trust (UATXX)
Emerging Markets Fund Institutional Class (UIEMX)	International Fund Shares (USIFX)
Emerging Markets Fund Adviser Shares (UAEMX)	International Fund Institutional Class (UIIFX)
Cornerstone Conservative Fund (USCCX)	International Fund Adviser Shares (UAIFX)
Cornerstone Moderately Conservative Fund (UCMCX)	Managed Allocation Fund (UMAFX)
Cornerstone Moderate Fund (USBSX)	Cornerstone Aggressive Fund (UCAGX)
Cornerstone Moderately Aggressive Fund (USCRX)	Cornerstone Equity Fund(UCEQX)

Page		Page
1	Valuation of Securities	35	Tax Considerations
2	Conditions of Purchase and Redemption	39	Trustees and Officers of the Trust
3	Additional Information Regarding Redemption of Shares	47	The Trust’s Manager
5	Investment Plans	54	Distribution Services
6	Investment Policies	57	Portfolio Manager Disclosure
28	Investment Restrictions	71	Portfolio Holdings Disclosure
29	Portfolio Transactions and Brokerage Commissions	72	General Information
33	Fund History and Description of Shares	73	Appendix A – Long-Term and Short-Term Debt Ratings

			Value of Securities
Regular Broker-Dealer			As of May 31, 2013
Banc of America Securities, LLC
	Growth and Tax Strategy	$	899,000
Bank of New York
	Growth and Tax Strategy	$	213,000
	World Growth	$	14,142,000
Deutsche Bank Securities, Inc.
	Cornerstone Moderately Aggressive	$	203,000
	International	$	7,311,000
	World Growth	$	4,954,000
Citigroup Global Markets Inc.
	Cornerstone Moderate	$	5,679,000
	Cornerstone Moderately Aggressive	$	12,448,000
	Cornerstone Aggressive	$	718,000
	Cornerstone Moderately Conservative	$	417,000
	Growth and Tax Strategy	$	936,000
Goldman Sachs Group
	Growth and Tax Strategy	$	442,000
	World Growth	$	10,260,000
JP Morgan Chase & Co.
	Cornerstone Moderate	$	32,686,000
	Cornerstone Moderately Aggressive	$	25,520,000
	Cornerstone Aggressive	$	735,000
	Cornerstone Moderately Conservative	$	11,340,000
	Growth and Tax Strategy	$	1,286,000
Morgan Stanley
	Growth and Tax Strategy	$	192,000
RBS Securities, Inc.
	Cornerstone Moderately Aggressive	$	9,332,000
	Cornerstone Aggressive	$	118,000
	Cornerstone Moderate	$	5,087,000
	Cornerstone Moderately Conservative	$	591,000
UBS Warburg LLC
	Cornerstone Moderately Aggressive	$	111,000
	International	$	47,676,000
	World Growth	$	8,055,000

State Street Bank & Trust
	Cornerstone Moderate	$	40,723,000
	Cornerstone Moderately Aggressive	$	15,002,000
	Cornerstone Aggressive	$	406,000
	Cornerstone Moderately Conservative	$	934,000

Fund		2013			2012		2011
Growth and Tax Strategy	$	4,088		$	7,754	$	14,274
Cornerstone Moderate Conservative	$	22,468		$	-	$	-
Cornerstone Moderate	$	386,871		$	602,828	$	606,315
Cornerstone Moderately Aggressive	$	1,346,125		$	1,751,746	$	2,306,577
Cornerstone Aggressive	$	38,852		$	-	$	-
Precious Metals and Minerals	$	591,045		$	1,145,585	$	1,138,623
Emerging Markets	$	3,601,640	(a)	$	2,938,851	$	2,652,038
International	$	1,208,784	(a)	$	1,054,263	$	1,550,333
World Growth	$	195,641		$	156,882	$	232,407
Managed Allocation	$	185,646		$	211,482	$	175,541

		Percentage of Aggregate	Percentage of Aggregate
		Commissions Paid to	Dollar Amount of
	Brokerage Charges	Clearing Broker Affiliate	Transactions Effected
			through Clearing Broker Affiliate
2011	$47,599	1.79%	1.40%
2012	$18,192	0.62%	0.52%
2013	$509	0.01%	0.02%

Fund		Commissions/ Underwriting Concessions		Transaction Amounts
Growth and Tax Strategy	$	3,313	$	810,660
Cornerstone Moderately Aggressive	$	83,200	$	123,571,226
Emerging Markets	$	899,529	$	883,319,389
International	$	36,156	$	1,056,040,220
World Growth	$	30,556	$	213,303,996

Cornerstone Moderately Conservative	59%	(a)	-
Cornerstone Aggressive	74%	(a)	-
Cornerstone Equity	5%	(a)	-
Precious Metals and Minerals	15%		20%
Emerging Markets	148%	(c)	72%
International	20%		17%
World Growth	12%		12%
Government Securities	24%		20%
Managed Allocation	65%	(b)	125%

Name, Address* and Date of Birth	Position(s) Held with Funds	Term of Office** and Length of Time Served	Principal Occupation(s) During the Past 5 Years and Other Directorships Held and Experience	Number of USAA Funds Overseen by Trustee**
Independent Trustees
Robert L. Mason, Ph.D. (July 1946)	Trustee and Chairman	January 1997 and Chair since January 2012	Institute Analyst, Southwest Research Institute (3/02-present), which focuses in the fields of technological research. Dr. Mason brings to the Board particular experience with information technology matters, statistical analysis, and human resources as well as over 16 years’ experience as a Board member of the USAA family of funds.	52

Michael F. Reimherr (August 1945)	Trustee	January 2000	President of Reimherr Business Consulting (5/95-present), which performs business valuations of large companies to include the development of annual business plans, budgets, and internal financial reporting. Mr. Reimherr brings to the Board particular experience with organizational development, budgeting, finance, and capital markets as well as over 13 years’ experience as a Board member of the USAA family of funds. Mr. Reimherr is a member of the Advisory Board for Texas Star & Nut Company.	52
Paul L. McNamara (July 1948)	Trustee	January 2012	Director, Cantor Opportunistic Alternatives Fund, LLC (3/10-present), which is a closed-end fund of funds managed by Cantor Fitzgerald Investment Advisor L.P. Mr. McNamara retired from Lord Abbett & Co. LLC as an Executive Member on 9/30/09, a position he held since 10/02. He has been employed at Lord Abbett since 1996. Mr. McNamara brings to the Board extensive experience with the financial services industry and, in particular, institutional and retail mutual fund markets, including experience with mutual fund marketing, distribution, and risk management, as well as overall experience with compliance and corporate governance issues. Mr. McNamara also has experience serving as a fund director as well as one year as Board member of the USAA family of funds. Paul L. McNamara is no relation to Daniel S. McNamara.	52

Name, Address* and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years and Other Directorships Held and Experience	Total Number of USAA Funds Overseen by Officer
Interested Trustee
Daniel S. McNamara (June 1966)	Trustee, President, and Vice Chairman	December 2009, Trustee, President, and Vice Chairman since January 2012	President, Financial Advice & Solutions Group, USAA (02/13-present); Director of AMCO (01/12-present); President and Director, USAA Investment Management Company (IMCO) and USAA Shareholder Account Services (SAS) (10/09-present); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-present); President and Director of USAA Investment Corporation (ICORP) (03/10-present); President and Director of USAA Financial Advisors, Inc. (FAI) and FPS (10/09-04/11); President, Banc of America Investment Advisors (9/07-9/09); Managing Director Planning and Financial Products Group, Bank of America (09/01-09/09). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.	52
Interested Officers
R. Matthew Freund (July 1963)	Vice President	April 2010	Senior Vice President, Investment Portfolio Management, Chief Investment Officer, AMCO (01/12-present); Senior Vice President, Investment Portfolio Management, IMCO (02/10-12/11); Vice President, Fixed Income Investments, IMCO (02/04-2/10). Mr. Freund also serves as a director of SAS.	52
John P. Toohey (March 1968)	Vice President	June 2009	Vice President, Equity Investments, AMCO (01/12-present); Vice President, Equity Investments, IMCO (02/09-12/11); Managing Director, AIG Investments, (12/03-1/09).	52
James G. Whetzel (February 1978)	Secretary	June 2013	Executive Director and General Counsel, Financial Advice & Solutions Group General Counsel, USAA (10/12-present); Secretary and Director, IMCO (6/13-present); Attorney, Financial Advice & Solutions Group General Counsel, USAA (11/08-10/12); Assistant Secretary , USAA family of funds (4/10-6/13); Reed Smith, LLP, Associate (08/05-11/08). Mr. Whetzel also serves as Secretary of AMCO, SAS, and ICORP.	52

Roberto Galindo, Jr. (November 1960)	Treasurer	February 2008	Assistant Vice President, Portfolio Accounting/ Financial Administration, USAA (12/02-present).	52
William A. Smith (June 1948)	Assistant Treasurer	February 2009	Vice President, Senior Financial Officer and Treasurer, IMCO, FAI, FPS, SAS and USAA Life (02/09- present); Vice President, Senior Financial Officer, USAA (02/07-present).	52
Stephanie Higby (July 1974)	Chief Compliance Officer	February 2013	Executive Director, Institutional Asset Management Compliance, USAA (04/13-present); Director, Institutional Asset Management Compliance, AMCO (03/12-04/13); Compliance Director for USAA Mutual Funds Compliance, IMCO (06/06-02/12). Ms. Higby also serves as the Funds' anti-money laundering compliance officer.	52

	Cornerstone	Cornerstone Moderately	Cornerstone	Cornerstone Moderately
	Conservative Fund	Conservative Fund	Moderate Fund	Aggressive Fund
Interested Trustee
Daniel S. McNamara	$0 - $10,000	$0 - $10,000	$0 - $10,000	$0 - $10,000

Independent Trustees
Robert L. Mason, Ph.D.	None	None	None	$50,001-$100,000
Barbara B. Ostdiek, Ph.D.	None	None	None	None
Michael F. Reimherr	None	None	None	None
Paul L. McNamara	None	None	None	None

	Cornerstone	Cornerstone	Precious Metals	International
	Aggressive Fund	Equity Fund	and Minerals Fund	Fund
Interested Trustee
Daniel S. McNamara	$0 - $10,000	$0 - $10,000	$50,001 - $100,000	$0 - $10,000

Independent Trustees
Robert L. Mason, Ph.D.	None	None	None	None
Barbara B. Ostdiek, Ph.D.	None	None	None	None
Michael F. Reimherr	None	None	$10,001 - $50,000	None
Paul L. McNamara	None	None	$10,001 - $50,000	$10,001 - $50,000

	Emerging Markets	World Growth	Growth and Tax	Government
	Fund	Fund	Strategy Fund	Securities Fund
Interested Trustee
Daniel S. McNamara	$0 - $10,000	$0 - $10,000	$0 - $10,000	$0 - $10,000

Independent Trustees
Robert L. Mason, Ph.D.	None	None	None	None
Barbara B. Ostdiek, Ph.D.	None	$0 - $10,000	None	None
Michael F. Reimherr	None	None	None	None
Paul L. McNamara	None	None	None	None

	Treasury Money	Managed	USAA Family
	Market Trust	Allocation Fund	of Funds Total
Interested Trustee
Daniel S. McNamara	$0 - $10,000	$50,001 - $100,000	Over $100,000

Independent Trustees
Robert L. Mason, Ph.D.	None	None	Over $100,000
Barbara B. Ostdiek, Ph.D.	None	None	$50,000-$100,000
Michael F. Reimherr	None	None	Over $100,000

Name of Trustee	Aggregate Compensation from Funds Listed in this SAI	Total Compensation from the USAA Family of Funds (b)
Interested Trustee
Daniel S. McNamara	None (a)	None (a)

Independent Trustee
Robert L. Mason, Ph.D.	$41,466	$147,020
Barbara B. Ostdiek, Ph.D.	$37,806	$135,020
Michael F. Reimherr	$37,806	$135,020
Paul L. McNamara	$35,566	$127,020
Jefferson C. Boyce	$-	$-

(a) Daniel S. McNamara is affiliated with the Trust’s investment adviser, AMCO, and, accordingly, receives no remuneration from the Trust or any other fund of the USAA Fund Complex.
(b) At May 31, 2013, the Fund Complex consisted of one registered investment company offering 50 individual funds.

Title of Class	Name of Address of	Percent of Class
	Beneficial Owner
Precious Metals and Minerals Fund	TD Ameritrade Inc	5.89%
	PO Box 2226
	Omaha, NE 68103-2226

International Fund	State of Nevada-Upromise Investments Inc	6.53%
	College Savings Plan
	Aggressive Growth Portfolio
	95 Wells Ave Ste 160
	Newton Center, MA 02459-3216

Emerging Markets Fund	State of Nevada-Upromise Investments Inc	7.02%
	College Savings Plan
	Aggressive Growth Portfolio
	95 Wells Ave Ste 160
	Newton Center, MA 02459-3216


Precious Metals and Minerals Fund Institutional Shares	USAA Target Retirement 2040 Fund	6.01%
Precious Metals and Minerals Fund Institutional Shares	9800 Fredericksburg Road	6.01%
	San Antonio, Texas 78288

Treasury Money Market	Mark B. and Shelley R. Wilgus	8.97%
	524 Harmony Ln
	Colleyville, TX

Precious Metals and Minerals Fund Institutional Shares	USAA Target Retirement 2030 Fund	5.09%
Precious Metals and Minerals Fund Institutional Shares	9800 Fredericksburg Road	5.09%
	San Antonio, Texas 78288

Precious Metals and Minerals Fund Institutional Shares	USAA Target Retirement 2040 Fund	6.54%
	9800 Fredericksburg Road
	San Antonio, Texas 78288

International Fund Institutional Shares	USAA Target Retirement 2020 Fund	5.49%
International Fund Institutional Shares	9800 Fredericksburg Road	5.49%
	San Antonio, Texas 78288

International Fund Institutional Shares	USAA Target Retirement 2050 Fund	9.17%
International Fund Institutional Shares	9800 Fredericksburg Road	9.17%
	San Antonio, Texas 78288

International Fund Institutional Shares	USAA Target Retirement 2030 Fund	13.14%
International Fund Institutional Shares	9800 Fredericksburg Road	13.14%
	San Antonio, Texas 78288

International Fund Institutional Shares	USAA Target Retirement 2040 Fund	16.25%
International Fund Institutional Shares	9800 Fredericksburg Road	16.25%
	San Antonio, Texas 78288

Emerging Markets Fund Institutional Shares	USAA Target Retirement 2050 Fund	8.19%
Emerging Markets Fund Institutional Shares	9800 Fredericksburg Road	8.19%
	San Antonio, Texas 78288

Emerging Markets Fund Institutional Shares	USAA Target Retirement 2040 Fund	14.03%
Emerging Markets Fund Institutional Shares	9800 Fredericksburg Road	14.03%
	San Antonio, Texas 78288

Emerging Markets Fund Institutional Shares	USAA Target Retirement 2030 Fund	11.60%
Emerging Markets Fund Institutional Shares	9800 Fredericksburg Road	11.60%
	San Antonio, Texas 78288

International Fund Shares	$	12,214,496	$	12,995,735	$	12,102,682
International Fund Institutional Shares	$	6,886,297	$	2,956,088	$	1,998,818
International Fund Adviser Shares	$	48,139	$	42,746	$	34,024
Government Securities Fund Shares	$	461,679	$	442,974	$	480,097
Government Securities Fund Adviser Shares	$	4,422	$	5,084	$	4,528
Treasury Money Market Trust	$	184,312	$	200,566	$	216,173
Managed Allocation Fund	$	3,731,358	$	3,214,408	$	2,162,719
World Growth Fund Shares	$	5,742,026	$	4,727,481	$	4,122,403
World Growth Fund Adviser Shares	$	53,981	$	45,236	$	34,224

Fund	Lipper Index
Cornerstone Moderate Fund	Balanced Funds Index
Cornerstone Moderately Aggressive Fund	Global Flexible Funds Index
Precious Metals and Minerals Fund	Precious Metals Equity Funds Index
Emerging Markets Fund	Emerging Markets Funds Index
Government Securities Fund	Intermediate U.S. Government Funds Index
Growth and Tax Strategy Fund	Composite Index
International Fund	International Funds Index
World Growth Fund	Global Funds Index

Fixed Income Funds:
Government Securities Fund
Growth and Tax Strategy Fund

		Annual Adjustment Rate
Over/Under Performance Relative to Index		(in basis points as a percentage
(in basis points) 1		of a Fund’s average net assets) 1
+/- 20 to 50		+/– 4
+/– 51 to 100		+/– 5
+/ – 101 and greater		+/ – 6

Equity Funds:
Cornerstone Moderate Fund
Cornerstone Moderately Aggressive Fund
Precious Metals and Minerals Fund
Emerging Markets Fund
International Fund
World Growth Fund

		Annual Adjustment Rate
Over/Under Performance Relative to Index		(in basis points as a percentage
(in basis points) 1		of a Fund’s average net assets) 1
+/– 100 to 400		+/– 4
+/– 401 to 700		+/– 5
+/ – 701 and greater		+/ – 6

1 Based on the difference between average annual performance of the Fund and its relevant index, rounded to the nearest basis point (.01%). Average net assets are calculated over a rolling 36-month period.

	Examples

	1	2	3	4	5	6
Fund Performance (a)	6.80%	5.30%	4.30%	-7.55%	-5.20%	-3.65%
Index Performance (a)	4.75%	5.15%	4.70%	-8.50%	-3.75%	-3.50%
Over/Under Performance (b)	205	15	-40	95	-145	-15
Annual Adjustment Rate (b)	6	-	-4	5	-6	-
Monthly Adjustment Rate (c)	0.00%	n/a	0.00%	0.00%	0.00%	n/a
Base Fee for Month	$221,918	$221,918	$221,918	$221,918	$221,918	$221,918
Performance Adjustment	41,650	-	-28,050	34,850	-41,650	-
Monthly Fee	$263,568	$221,918	$193,868	$256,768	$180,268	$221,918

Fund/Class	Expense Ratio After Reimbursement as a % of Average Net Assets (ANA)
Cornerstone Conservative Fund	0.10%
Cornerstone Moderately Conservative Fund	0.90%
Cornerstone Moderate Fund	1.00%
Cornerstone Aggressive Fund	1.10%
Cornerstone Equity Fund	0.10%
Emerging Markets Fund Adviser Shares	2.00%
Government Securities Fund Adviser Shares	0.90%
Precious Metals and Minerals Fund Adviser Shares	1.45%
International Fund Adviser Shares	1.55%
World Growth Fund Adviser Shares	1.60%

Government Securities Fund Adviser Shares	$8,256	$12,588	$18,743
Treasury Money Market Trust	$501,782	$641,179	$562,069
Cornerstone Conservative Fund	$143,648	–	–
Cornerstone Equity Fund	$154,529	–	–
Cornerstone Aggressive Fund	$273,577	–	–
Cornerstone Moderately Conservative Fund	$206,802	–	–

International Fund Institutional Shares	$	898,466	$	337,746	$	131,029
International Fund Adviser Shares	$	9,306	$	8,447	$	6,763
World Growth Fund Shares	$	1,095,830	$	906,044	$	791,871
World Growth Fund Adviser Shares	$	10,401	$	8,855	$	6,805
Government Securities Fund Shares	$	929,237	$	937,778	$	914,607
Government Securities Fund Adviser Shares	$	7,943	$	7,633	$	5,774
Treasury Money Market Trust	$	147,450	$	160,453	$	172,938
Managed Allocation Fund	$	310,947	$	267,867	$	180,227

	Number of Other Accounts Managed and Assets by Account Type			Number of Accounts and Assets for Which Advisory Fee is Performance-Based
Name of Portfolio Manager	Registered Investment Companies (millions)	Other Pooled Investment Vehicles	Other Accounts	Registered Investment Companies (millions)	Other Pooled Investment Vehicles	Other Accounts
Cornerstone Conservative Fund
John Toohey	17 / $7,472	-	-	6 / $2,954	-	-
Wasif Latif	17 / $7,472	-	-	6 / $2,954	-	-
Cornerstone Moderately Conservative Fund
Arnold Espe	7 / $1,730	-	-	3 / $1,517	-	-
Dan Denbow	7 / $1,882	-	-	3 / $1,770	-	-
John P. Toohey	17 / $7,502	-	-	6 / $2,954	-	-
Wasif A. Latif	17 / $7,502	-	-	6 / $2,954	-	-
Julianne Bass	11 / $15,144	-	-	8 / $14,966	-	-
Cornerstone Moderate Fund
Arnold Espe	7 / $1,318	-	-	2 / $1,043	-	-
John Toohey	17 / $7,085	-	-	5 / $2,498	-	-
Wasif Latif	17 / $7,085	-	-	5 / $2,498	-	-
Julianne Bass	11 / $14,933	-	-	7 / $14,738	-	-
Dan Denbow	7/$1,866	-	-	2/$1,754
Cornerstone Moderately Aggressive Fund
Arnold Espe	7 / $825	-	-	2 / $550	-	-
Dan Denbow	7 / $1,299	-	-	2 / $,1187	-	-
John P. Toohey	17 / $6,519	-	-	5 / $1,933	-	-
Wasif A. Latif	17 / $6,519	-	-	5 / $1,933	-	-
Julianne Bass	11 / $14,617	-	-	7 / $14,476	-	-
Cornerstone Aggressive Fund
Arnold Espe	7 / $1,774	-	-	3/ $1,517	-	-
Dan Denbow	7 / $1,882	-	-	3/ $1,770	-	-
John P. Toohey	17 / $7,474	-	-	6/ $2,954	-	-
Wasif A. Latif	17 / $7,474	-	-	6/ $2,954	-	-

Julianne Bass	11 / $15,132	-	-	8/ $14,966	-	-
Cornerstone Equity Fund
John Toohey	17 / $7,509	-	-	6/ $2,954	-	-
Wasif Latif	17 / $7,509	-	-	6/ $2,954	-	-
Growth and Tax Strategy Fund
John C. Bonnell	3 / $4,196	-	-	3/ $4,196	-	-
Precious Metals and Minerals Fund
Dan Denbow	7 / $711	-	-	2/ $599	-	-
Government Securities Fund
Donna J. Baggerly	-	-	-	-	-	-
Managed Allocation Fund
John P. Toohey	17 / $6,893	-	-	6/ $2,954	-	-
Wasif A. Latif	17 / $6,893	-	-	6/ $2,954	-	-
Dan Denbow	7 / $1,882	-	-	3/ $1,770	-	-
Arnold Espe	7 / $1,724	-	-	3/ $1,517	-	-
R. Matthew Freund	6 / $13,569	-	-	4/ $13,419	-	-
Treasury Money Market Trust
Anthony M Era	3 / $5,540	-	-	2 / $510	-	-

Portfolio Managers	Fund	Benchmark(s)

John Toohey	Cornerstone Moderate	Large Cap Core Index/ Mixed Asset Target Allocation
	Cornerstone Moderately Aggressive	Large Cap Core Index/Global Flexible Fund Index
	Cornerstone Conservative	Mixed Asset Target Allocation
	Cornerstone Moderately Conservative	Mixed Asset Target Allocation
	Cornerstone Aggressive	Large Cap Core Index
	Cornerstone Equity	Multi Cap Core Index
	Managed Allocation

Wasif Latif	Cornerstone Moderate	Large Cap Core Index/ Mixed Asset Target Allocation
	Cornerstone Moderately Aggressive	Large Cap Core Index/Global Flexible Fund Index
	Cornerstone Conservative	Mixed Asset Target Allocation
	Cornerstone Moderately Conservative	Mixed Asset Target Allocation
	Cornerstone Aggressive	Large Cap Core Index
	Cornerstone Equity	Multi Cap Core Index
	Managed Allocation

Arnold Espe	Cornerstone Moderate	Intermediate Investment Grade Debt
	Cornerstone Moderately Aggressive	General U.S. Gov't/Intermediate Investment Grade Debt
	Cornerstone Moderately Conservative	Mixed Asset Target Allocation
	Cornerstone Aggressive	Mixed Asset Target Allocation
	Managed Allocation

Julianne Bass	Cornerstone Moderate	Mixed Asset Target Allocation
	Cornerstone Moderately Aggressive	Large Cap Core Index/Global Flexible Fund Index
	Cornerstone Moderately Conservative	Mixed Asset Target Allocation
	Cornerstone Aggressive	Mixed Asset Target Allocation

Dan Denbow	Cornerstone Moderate	Large Cap Core Index
	Cornerstone Moderately Aggressive	Precious Metals Fund Index
	Cornerstone Moderately Conservative	Mixed Asset Target Allocation
	Cornerstone Aggressive	Large Cap Core Index
	Precious Metals and Minerals	Precious Metals Fund Index
	Managed Allocation

John Bonnell	Growth and Tax Strategy	General Municipal Debt

Donna Baggerly	Government Securities	Intermediate U.S. Government Funds

Portfolio Manager	Fund	Dollar Range
Arnold Espe	Cornerstone Moderately Aggressive Fund	None
	Cornerstone Moderate Fund	None
	Cornerstone Aggressive Fund	None
	Cornerstone Moderately Conservative Fund	None
	Managed Allocation Fund	None

John C. Bonnell	Growth and Tax Strategy Fund	None

R. Matthew Freund	Managed Allocation Fund	None

Dan Denbow	Precious Metals and Minerals Fund	$50,001- $100,000
	Cornerstone Moderate Fund	None
	Cornerstone Moderately Aggressive Fund	$10,001-$50,000
	Cornerstone Moderately Conservative Fund	None
	Cornerstone Aggressive Fund	None
	Managed Allocation Fund	None

John P. Toohey	Cornerstone Moderately Aggressive Fund	$50,001-$100,000
	Cornerstone Moderate Fund	$50,001-$100,000
	Cornerstone Conservative Fund	None
	Cornerstone Aggressive Fund	None
	Cornerstone Moderately Conservative Fund	None
	Cornerstone Equity Fund	None

	Number of Other Accounts Managed and Assets by Account Type			Number of Accounts and Assets for Which Advisory Fee is Performance-Based
Name of Portfolio Manager	Registered Investment Companies	Other Pooled Investment Vehicles	Other Accounts	Registered Investment Companies	Other Pooled Investment Vehicles	Other Accounts
Growth and Tax Strategy Fund
Christopher A. Fronk	0	0	18 / $1.4 billion	0	0	0
Jacob C. Weaver	0	0	5 / $2.4 billion	0	0	0