Address of principal executive offices and zip code: 9800 FREDERICKSBURG ROAD
ITEM 1. REPORT TO STOCKHOLDERS.
USAA MUTUAL FUNDS TRUST - ANNUAL REPORT FOR PERIOD ENDING JULY 31, 2013
[LOGO OF USAA]
USAA(R)
[GRAPHIC OF USAA MONEY MARKET FUND]
ANNUAL REPORT
USAA MONEY MARKET FUND
JULY 31, 2013
PRESIDENT'S MESSAGE
"THE DECLINE WAS INSTRUCTIVE BECAUSE
IT REVEALED HOW ATTACHED INVESTORS [PHOTO OF DANIEL S. McNAMARA]
HAD BECOME TO FED STIMULUS."
AUGUST 2013
If there was any doubt the Federal Reserve's (the Fed) stimulus programs were
driving the performance of the U.S. stock and bond markets, it was greatly
diminished during the reporting period. Just a hint of eventual Fed tapering
sparked a broad selloff in the financial markets during June. The decline was
instructive because it revealed how attached investors had become to rely on the
Fed's stimulus policies. The Fed's bond-buying programs have pushed down
interest rates and driven bond prices higher. Lower interest rates, meanwhile,
have incentivized investors to seek higher returns in riskier asset classes,
such as stocks and corporate bonds.
In response to the selloff, the Fed moved quickly to remind investors it would
not raise short-term interest rates until it became clear that economic growth
was self-sustaining. The Fed also said it could change the terms of its
quantitative easing programs if the economy takes an unexpected turn, such as
strong growth or renewed weakness. (The term quantitative easing is generally
used to reference programs in which the Fed uses newly created money to purchase
financial assets.) In fact, I believe that the economy is weaker at the time of
this writing than when the Fed expanded quantitative easing in 2012.
Furthermore, inflation pressures remain modest. As a result, the Fed is likely
to continue its quantitative easing programs for some time, though I believe it
may purchase fewer securities if market conditions are favorable. However, with
a change in leadership coming at the end of 2013, Fed Chairman Ben Bernanke may
seek -- economic conditions permitting -- to preserve his legacy by setting the
stage for future tapering.
Although interest rates increased during the reporting period, they remain
exceptionally low by historical measures. I think investors have less to fear
from gradually rising interest rates than they do from a return to low rates,
which some believe could be caused by a Japan-like deflationary economy. That
said, higher interest rates do mean that bond investors are likely to
see a decrease in their principal (bond prices move in the opposite direction of
interest rates), but they will also -- for the first time in a long time -- see
an increase in the income they receive from their fixed-income investments.
However, it is important to remember that the fixed-income market is not a
"bond" market. It is a market of bonds, which includes U.S. Treasuries,
mortgage-backed securities, investment-grade bonds, high-yield bonds, municipal
securities and more. Many of these fixed-income asset classes perform
differently from each other.
Within equities, the selloff was relatively short lived and stocks reached new
highs just after the end of the reporting period. However, only about a third of
the gains can be attributed to earnings and dividend growth. Much of price
appreciation seems to be the result of higher valuations or multiple expansion.
While we believe current valuations are fair, 2008 should be a reminder that
investor preferences can change. Increasing valuations that are not supported by
earnings growth could decline in the future.
In this environment, I think it's more important than ever to keep emotion out
of the investment process. Shareholders should have an investment plan, remain
disciplined and hold diversified portfolios directly tied to their objectives,
risk tolerance and time horizon. If you think you might be over-allocated to
your fixed-income portfolio, you should reassess your investment risk and if
necessary, rebalance your portfolio. Regular rebalancing can potentially help
you protect your gains and prepare for what happens next. USAA advisors are
available to help you free of charge if you have questions or need assistance
updating your investment plan.
Though no one really knows what lies ahead, you can rest assured that we will
continue to monitor Fed policy and the many factors shaping the performance of
the financial markets. From all of us here at USAA Asset Management Company,
thank you for your continued investment in our family of mutual funds.
Sincerely,
/S/ DANIEL S. MCNAMARA
Daniel S. McNamara
President
USAA Investment Management Company
|
Past performance is no guarantee of future results. o Diversification is a
technique to help reduce risk and does not guarantee a profit or prevent a loss.
o Financial advice provided by USAA Financial Planning Services Insurance
Agency, Inc. (known as USAA Financial Insurance Agency in California, License #
0E36312), and USAA Financial Advisors, Inc., a registered broker dealer.
TABLE OF CONTENTS
FUND OBJECTIVE 1
MANAGER'S COMMENTARY 2
INVESTMENT OVERVIEW 5
FINANCIAL INFORMATION
Distributions to Shareholders 9
Report of Independent Registered Public Accounting Firm 10
Portfolio of Investments 11
Notes to Portfolio of Investments 31
Financial Statements 34
Notes to Financial Statements 37
EXPENSE EXAMPLE 46
ADVISORY AGREEMENT(S) 48
TRUSTEES' AND OFFICERS' INFORMATION 53
|
THIS REPORT IS FOR THE INFORMATION OF THE SHAREHOLDERS AND OTHERS WHO HAVE
RECEIVED A COPY OF THE CURRENTLY EFFECTIVE PROSPECTUS OF THE FUND, MANAGED BY
USAA ASSET MANAGEMENT COMPANY. IT MAY BE USED AS SALES LITERATURE ONLY WHEN
PRECEDED OR ACCOMPANIED BY A CURRENT PROSPECTUS, WHICH PROVIDES FURTHER DETAILS
ABOUT THE FUND.
(C)2013, USAA. All rights reserved.
FUND OBJECTIVE
THE USAA MONEY MARKET FUND'S (THE FUND) INVESTMENT OBJECTIVE IS THE HIGHEST
INCOME CONSISTENT WITH PRESERVATION OF CAPITAL AND THE MAINTENANCE OF LIQUIDITY.
TYPES OF INVESTMENTS
The Fund invests its assets in high-quality, U.S. dollar-denominated, short-term
debt securities of domestic and foreign issuers that have been determined to
present minimal credit risk and comply with strict Securities and Exchange
Commission (SEC) guidelines applicable to money market funds.
IRA DISTRIBUTION WITHHOLDING DISCLOSURE
We generally must withhold federal income tax at a rate of 10% of the taxable
portion of your distribution and, if you live in a state that requires state
income tax withholding, at your state's set rate. However, you may elect not to
have withholding apply or to have income tax withheld at a higher rate. If you
wish to make such an election, please call USAA Asset Management Company at
(800) 531-USAA (8722).
If you must pay estimated taxes, you may be subject to estimated tax penalties
if your estimated tax payments are not sufficient and sufficient tax is not
withheld from your distribution.
For more specific information, please consult your tax adviser.
FUND OBJECTIVE | 1
MANAGER'S COMMENTARY ON THE FUND
TONY ERA [PHOTO OF TONY ERA]
USAA Asset Management Company
|
o HOW DID THE USAA MONEY MARKET FUND (THE FUND) PERFORM DURING THE REPORTING
PERIOD?
During the reporting period, the seven-day yield on the Fund remained at
0.01%. The total return for the same period was 0.01%, compared to an average
of 0.01% for all money market funds ranked by iMoneyNet, Inc.
o WHY DID THE FUND AND ITS PEER GROUP PROVIDE NEAR-ZERO RETURNS FOR THE
REPORTING PERIOD?
The Federal Reserve (the Fed) continued its accommodative monetary policy --
holding the target federal funds target rate between 0% and 0.25% --
throughout the reporting period. As a result, yields on money market mutual
funds remained at or near 0%. Despite extremely low absolute yields, investors
continued to rely on money market funds for the safety and liquidity they
provided.
Refer to page 6 for benchmark definitions.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.
2 | USAA MONEY MARKET FUND
o WHAT WERE MARKET CONDITIONS DURING THE REPORTING PERIOD?
When the reporting period began, market sentiment was dominated by concerns
about the upcoming presidential election as well as the potential impact of
sequestration (automatic federal spending cuts), which ultimately had little
impact on the economy. Fixed-income performance was volatile, caused by the
combination of the Fed's ongoing quantitative easing measures and uncertainty
about when they might end. In December 2012, the Fed established a threshold
for the level of unemployment it would like to see before increasing
short-term interest rates. More specifically, the Fed said it would continue
holding the target federal funds rate close to zero for as long as
unemployment is above 6.5% and inflation does not rise above 2.5%.
The market environment changed quite suddenly in May 2013 when Fed Chairman
Ben Bernanke hinted that the Fed could start tapering its asset purchases
during 2013 should economic conditions warrant it. Longer-term interest rates
increased during May and June. (Bond prices, which move in the opposite
direction of interest rates, declined.) The increase in longer-term interest
rates demonstrated the market's concern about the eventual reversal of the
Fed's monetary policy.
o WHAT WERE YOUR STRATEGIES IN THIS ENVIRONMENT?
Because interest rates have been low for a protracted period, variable rate
demand notes (VRDNs) continued to be a major component in the Fund's
composition. The VRDNs owned by the Fund provide flexibility because we can
sell them at par (100% of face value) upon notice of seven days or less. They
also offer a degree of safety and liquidity. Most of these VRDNs are
guaranteed by a bank letter of credit for the payment of both principal and
interest. In addition, credit spreads were generally insufficient during the
reporting period to warrant extending the weighted average maturity of the
Fund much beyond its recent range. To identify securities that we believed
represented
MANAGER'S COMMENTARY ON THE FUND | 3
relative value, we continued to rely on our credit analysts. They also
continued to analyze and monitor every holding in the portfolio.
o WHAT IS THE OUTLOOK?
Our broad economic outlook is one of cautious optimism. While the prospect of
tapering caused a substantial market reaction during the reporting period, we
expect the Fed to begin scaling back on quantitative easing only when it
believes economic data reflects stronger and sustainable growth. In our
opinion, the data dependency of Fed policy making is likely to contribute to
increased market volatility as investors scrutinize each economic report going
forward. Meanwhile, we expect the Fed to continue holding short-term interest
rates at or near zero at least through 2014. Chairman Bernanke has been very
clear that the Fed has no plans to raise short-term rates as long as the
unemployment rate is at or above 6.5% and inflation below 2%. Once interest
rates begin to rise, we plan to look for opportunities to invest at higher
interest rates. In the meantime, we will continue to focus on safety and
liquidity, while striving to maximize the income you receive from the Fund.
Thank you for your confidence in us.
4 | USAA MONEY MARKET FUND
INVESTMENT OVERVIEW
USAA MONEY MARKET FUND (THE FUND) (Ticker Symbol: USAXX)
--------------------------------------------------------------------------------
7/31/13 7/31/12
--------------------------------------------------------------------------------
Net Assets $5,140.2 Million $4,879.9 Million
Net Asset Value Per Share $1.00 $1.00
Dollar-Weighted Average
Portfolio Maturity(+) 29 Days 22 Days
|
(+)Obtained by multiplying the dollar value of each investment by the number of
days left to its maturity, adding those figures together, and dividing them by
the total dollar value of the Fund's portfolio.
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS AS OF 7/31/13
--------------------------------------------------------------------------------
1 Year 5 Years 10 Years
0.01% 0.41% 1.71%
--------------------------------------------------------------------------------
7-DAY YIELD AS OF 7/31/13 EXPENSE RATIO AS OF 7/31/12*
--------------------------------------------------------------------------------
Subsidized 0.01% 0.65%
Unsubsidized -0.43%
|
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF
FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE
DATA QUOTED. THE RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE, SO
THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR
ORIGINAL COST. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT
USAA.COM.
*The expense ratio represents the total annual operating expenses, before
reductions of any expenses paid indirectly and including any acquired fund fees
and expenses, as reported in the Fund's prospectus dated December 1, 2012, and
is calculated as a percentage of average net assets. The expense ratio may
differ from the expense ratio disclosed in the Financial Highlights, which
excludes acquired fund fees and expenses.
An investment in a money market fund is not insured or guaranteed by the FDIC or
any other government agency. Although the Fund seeks to preserve the value of
your investment at $1 per share, it is possible to lose money by investing in
the Fund.
Total return measures the price change in a share assuming the reinvestment of
all net investment income and realized capital gain distributions. The total
returns quoted do not reflect adjustments made to the enclosed financial
statements in accordance with U.S. generally accepted accounting principles or
the deduction of taxes that a shareholder would pay on distributions or the
redemption of shares.
INVESTMENT OVERVIEW | 5
o 7-DAY YIELD COMPARISON o
[CHART OF 7-DAY YIELD COMPARISON]
USAA MONEY MARKET FUND iMONEYNET AVERAGE
7/31/2012 0.01% 0.01%
8/28/2012 0.01 0.01
9/25/2012 0.01 0.01
10/30/2012 0.01 0.01
11/27/2012 0.01 0.01
12/24/2012 0.01 0.01
1/29/2013 0.01 0.01
2/26/2013 0.01 0.01
3/26/2013 0.01 0.01
4/30/2013 0.01 0.01
5/28/2013 0.01 0.01
6/25/2013 0.01 0.01
7/30/2013 0.01 0.01
|
[END CHART]
Data represent the last Tuesday of each month. Ending date 7/30/13.
The graph tracks the USAA Money Market Fund's seven-day yield against iMoneyNet,
Inc. Money Fund Averages(TM)/First Tier, an average of first-tier major money
market fund yields. iMoneyNet, Inc. is an organization that tracks the
performance of money market funds.
Past performance is no guarantee of future results.
6 | USAA MONEY MARKET FUND
o CUMULATIVE PERFORMANCE OF $10,000 o
[CHART OF CUMULATIVE PERFORMANCE]
USAA MONEY MARKET FUND
7/31/2003 $10,000.00
8/31/2003 10,005.97
9/30/2003 10,011.41
10/31/2003 10,017.30
11/30/2003 10,022.23
12/31/2003 10,027.86
1/31/2004 10,032.97
2/29/2004 10,037.89
3/31/2004 10,043.01
4/30/2004 10,048.46
5/31/2004 10,053.32
6/30/2004 10,059.03
7/31/2004 10,066.17
8/31/2004 10,074.45
9/30/2004 10,084.18
10/31/2004 10,095.27
11/30/2004 10,107.52
12/31/2004 10,123.19
1/31/2005 10,137.96
2/28/2005 10,153.68
3/31/2005 10,172.51
4/30/2005 10,192.83
5/31/2005 10,213.73
6/30/2005 10,236.07
7/31/2005 10,260.44
8/31/2005 10,286.31
9/30/2005 10,314.91
10/31/2005 10,342.57
11/30/2005 10,372.93
12/31/2005 10,408.54
1/31/2006 10,440.07
2/28/2006 10,472.56
3/31/2006 10,512.09
4/30/2006 10,546.88
5/31/2006 10,586.85
6/30/2006 10,629.48
7/31/2006 10,669.58
8/31/2006 10,713.33
9/30/2006 10,757.23
10/31/2006 10,799.85
11/30/2006 10,842.67
12/31/2006 10,890.08
1/31/2007 10,931.85
2/28/2007 10,972.19
3/31/2007 11,018.35
4/30/2007 11,060.26
5/31/2007 11,105.26
6/30/2007 11,150.20
7/31/2007 11,193.90
8/31/2007 11,244.43
9/30/2007 11,284.98
10/31/2007 11,328.93
11/30/2007 11,372.03
12/31/2007 11,413.35
1/31/2008 11,450.54
2/29/2008 11,480.94
3/31/2008 11,507.72
4/30/2008 11,534.29
5/31/2008 11,561.47
6/30/2008 11,584.48
7/31/2008 11,607.61
8/31/2008 11,631.62
9/30/2008 11,661.41
10/31/2008 11,701.46
11/30/2008 11,722.93
12/31/2008 11,742.36
1/31/2009 11,756.81
2/28/2009 11,768.36
3/31/2009 11,780.53
4/30/2009 11,791.50
5/31/2009 11,803.53
6/30/2009 11,814.26
7/31/2009 11,823.71
8/31/2009 11,829.88
9/30/2009 11,834.07
10/31/2009 11,837.01
11/30/2009 11,838.51
12/31/2009 11,841.28
1/31/2010 11,841.47
2/28/2010 11,841.56
3/31/2010 11,841.66
4/30/2010 11,841.76
5/31/2010 11,841.85
6/30/2010 11,841.95
7/31/2010 11,842.06
8/31/2010 11,842.15
9/30/2010 11,842.25
10/31/2010 11,842.35
11/30/2010 11,842.45
12/31/2010 11,843.88
1/31/2011 11,843.98
2/28/2011 11,844.07
3/31/2011 11,844.17
4/30/2011 11,844.27
5/31/2011 11,844.37
6/30/2011 11,844.46
7/31/2011 11,844.56
8/31/2011 11,844.66
9/30/2011 11,844.76
10/31/2011 11,844.86
11/30/2011 11,844.95
12/31/2011 11,845.06
1/31/2012 11,847.20
2/29/2012 11,847.29
3/31/2012 11,847.39
4/30/2012 11,847.49
5/31/2012 11,847.59
6/30/2012 11,847.69
7/31/2012 11,847.78
8/31/2012 11,847.89
9/30/2012 11,847.98
10/31/2012 11,848.08
11/30/2012 11,848.19
12/31/2012 11,848.64
1/31/2013 11,848.74
2/28/2013 11,848.83
3/31/2013 11,848.93
4/30/2013 11,849.02
5/31/2013 11,849.12
6/30/2013 11,849.22
7/31/2013 11,849.32
|
[END CHART]
Data from 7/31/03 through 7/31/13.
The graph illustrates the performance of a hypothetical $10,000 investment in
the USAA Money Market Fund.
Past performance is no guarantee of future results. The cumulative performance
quoted assumes reinvestment of all net investment income and realized capital
gain distributions and does not reflect the deduction of taxes that a
shareholder would pay on distributions or the redemption of shares. For
seven-day yield information, please refer to the Fund's investment overview
page.
INVESTMENT OVERVIEW | 7
o PORTFOLIO MIX -- 7/31/2013 o
[PIE CHART OF PORTFOLIO MIX]
VARIABLE-RATE DEMAND NOTES 57.9%
COMMERCIAL PAPER 25.0%
FIXED-RATE INSTRUMENTS 16.4%
REPURCHASE AGREEMENT 0.5%
PUT BONDS 0.4%
|
[END CHART]
Percentages are of the net assets of the Fund and may not equal 100%.
You will find a complete list of securities that the Fund owns on pages 11-30.
8 | USAA MONEY MARKET FUND
DISTRIBUTIONS TO SHAREHOLDERS
The following federal tax information related to the Fund's fiscal year ended
July 31, 2013, is provided for information purposes only and should not be used
for reporting to federal or state revenue agencies. Federal tax information for
the calendar year will be reported to you on Form 1099-DIV in January 2014.
For the fiscal year ended July 31, 2013, certain dividends paid by the Fund
qualify as interest-related dividends. The Fund designates $502,000 as
qualifying interest income.
DISTRIBUTIONS TO SHAREHOLDERS | 9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
THE SHAREHOLDERS AND BOARD OF TRUSTEES OF USAA MONEY MARKET FUND:
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of the USAA Money Market Fund (one of the
portfolios constituting USAA Mutual Funds Trust) (the "Fund") as of July 31,
2013, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Fund's internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of July 31, 2013, by correspondence with the custodian and
brokers or by other appropriate auditing procedures where replies from brokers
were not received. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
USAA Money Market Fund at July 31, 2013, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years in
the period then ended, in conformity with U.S. generally accepted accounting
principles.
/S/ ERNST & YOUNG LLP
San Antonio, Texas
September 17, 2013
|
10 | USAA MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS
July 31, 2013
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
FIXED-RATE INSTRUMENTS (16.4%)
DIVERSIFIED BANKS (7.4%)
$25,000 BNP Paribas S.A. 0.41% 9/04/2013 $ 25,000
25,000 BNP Paribas S.A. 0.38 9/17/2013 25,000
25,000 BNP Paribas S.A. 0.23 10/08/2013 25,000
25,000 BNP Paribas S.A. 0.35 2/03/2014 25,000
25,000 Branch Banking & Trust Co. 0.43 10/24/2013 25,000
20,000 Helaba Landesbank Hessen-Thuringen Girozentrale 0.41 11/15/2013 20,000
30,000 Lloyds TSB Bank plc 0.34 11/12/2013 30,000
25,000 Skandinaviska Enskilda Banken AB 0.29 10/16/2013 25,000
25,000 Skandinaviska Enskilda Banken AB 0.28 12/06/2013 25,000
30,000 Skandinaviska Enskilda Banken AB 0.28 1/03/2014 30,000
25,000 Standard Chartered Bank 0.25 12/17/2013 25,000
25,000 Standard Chartered Bank 0.33 12/18/2013 25,000
25,000 Sumitomo Mitsui Banking Corp. 0.22 10/22/2013 25,000
25,000 Swedbank AB 0.27 12/18/2013 25,000
25,000 Swedbank AB 0.29 1/02/2014 25,000
----------
380,000
----------
DIVERSIFIED CAPITAL MARKETS (2.5%)
25,000 Credit Suisse AG 0.27 12/05/2013 25,000
25,000 Deutsche Bank AG 0.41 9/09/2013 25,000
25,000 Deutsche Bank AG 0.30 12/27/2013 25,000
25,000 UBS AG 0.33 10/08/2013 25,000
25,000 UBS AG 0.35 10/09/2013 25,000
----------
125,000
----------
GENERAL OBLIGATION (3.6%)
25,263 Amherst 1.25 11/14/2013 25,326
14,445 Ballston Spa CSD 1.00 9/27/2013 14,460
4,000 Becker ISD (NBGA) 1.50 9/04/2013 4,004
8,000 Clinton County 1.00 6/13/2014 8,037
16,730 Cortland Enlarged CSD 1.00 6/27/2014 16,829
13,000 Duluth ISD (NBGA) 1.50 9/20/2013 13,022
17,024 Frontier CSD 1.00 7/23/2014 17,111
4,500 Minnetonka ISD (NBGA) 1.50 8/15/2013 4,502
21,569 North Syracuse CSD 1.00 8/16/2013 21,575
|
PORTFOLIO OF INVESTMENTS | 11
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
$11,000 Schoharie County 1.50% 11/15/2013 $ 11,019
50,000 Texas 2.50 8/30/2013 50,090
----------
185,975
----------
REGIONAL BANKS (2.9%)
20,000 Fifth Third Bank 0.30 8/28/2013 20,000
30,000 Fifth Third Bank 0.30 9/06/2013 30,000
20,000 Norinchukin Bank 0.27 10/17/2013 20,000
25,000 Union Bank, N.A. 0.27 9/12/2013 25,000
30,000 Union Bank, N.A. 0.25 12/03/2013 30,000
25,000 Union Bank, N.A. 0.23 12/23/2013 25,000
----------
150,000
----------
Total Fixed-Rate Instruments (cost: $840,975) 840,975
----------
COMMERCIAL PAPER (25.0%)
ASSET-BACKED FINANCING (10.4%)
7,497 Fairway Finance Corp.(a),(b) 0.15 8/09/2013 7,497
30,000 Fairway Finance Corp.(a),(b) 0.17 10/22/2013 29,988
15,000 Gotham Funding Corp.(a),(b) 0.18 8/05/2013 15,000
15,000 Gotham Funding Corp.(a),(b) 0.16 8/07/2013 15,000
17,190 Gotham Funding Corp.(a),(b) 0.15 8/28/2013 17,188
32,000 Hannover Funding Co., LLC(a) 0.20 8/01/2013 32,000
25,000 Hannover Funding Co., LLC(a) 0.20 8/08/2013 24,999
23,000 Hannover Funding Co., LLC(a) 0.24 8/12/2013 22,998
20,000 Liberty Street Funding, LLC(a),(b) 0.17 8/05/2013 20,000
15,000 Liberty Street Funding, LLC(a),(b) 0.15 8/14/2013 14,999
30,000 Liberty Street Funding, LLC(a),(b) 0.15 8/20/2013 29,998
5,950 Liberty Street Funding, LLC(a),(b) 0.17 9/04/2013 5,949
10,000 Liberty Street Funding, LLC(a),(b) 0.18 9/27/2013 9,997
20,000 LMA Americas, LLC(a),(b) 0.26 8/28/2013 19,996
15,000 Manhattan Asset Funding Co., LLC(a),(b) 0.22 8/01/2013 15,000
40,000 Manhattan Asset Funding Co., LLC(a),(b) 0.20 8/09/2013 39,998
45,000 Manhattan Asset Funding Co., LLC(a),(b) 0.18 8/14/2013 44,997
30,000 Nieuw Amsterdam Receivables Corp.(a),(b) 0.16 8/13/2013 29,999
30,000 Nieuw Amsterdam Receivables Corp.(a),(b) 0.17 8/15/2013 29,998
25,000 Nieuw Amsterdam Receivables Corp.(a),(b) 0.18 10/17/2013 24,990
35,000 Victory Receivables Corp.(a),(b) 0.17 8/01/2013 35,000
25,000 Working Capital Management Co.(a),(b) 0.18 8/07/2013 24,999
10,000 Working Capital Management Co.(a),(b) 0.18 8/16/2013 9,999
15,000 Working Capital Management Co.(a),(b) 0.18 8/23/2013 14,998
----------
535,587
----------
|
12 | USAA MONEY MARKET FUND
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
EDUCATION (3.0%)
$25,000 Board of Regents of the Univ. of Texas System 0.15% 8/21/2013 $ 25,000
25,000 Board of Regents of the Univ. of Texas System 0.15 12/05/2013 25,000
18,000 Emory Univ. 0.10 8/19/2013 18,000
13,000 Emory Univ. 0.14 10/10/2013 13,000
28,500 Michigan State Univ. 0.12 9/09/2013 28,500
11,292 Univ. of Virginia 0.13 10/07/2013 11,289
19,150 Yale Univ. 0.10 9/05/2013 19,148
15,150 Yale Univ. 0.11 11/13/2013 15,145
----------
155,082
----------
EDUCATION SERVICES (0.4%)
19,200 Cornell Univ. 0.14 8/12/2013 19,199
----------
ELECTRIC/GAS UTILITIES (2.1%)
25,739 New York Power Auth. 0.14 8/13/2013 25,738
13,000 San Antonio 0.17 8/02/2013 13,000
8,000 San Antonio 0.17 8/07/2013 8,000
14,000 South Carolina Public Service Auth. 0.18 8/14/2013 14,000
15,000 South Carolina Public Service Auth. 0.15 8/22/2013 15,000
10,000 South Carolina Public Service Auth. 0.14 9/03/2013 10,000
20,000 South Carolina Public Service Auth. 0.14 9/05/2013 20,000
3,047 South Carolina Public Service Auth. 0.15 9/16/2013 3,047
800 South Carolina Public Service Auth. 0.15 9/16/2013 800
----------
109,585
----------
GENERAL OBLIGATION (1.6%)
21,700 Houston 0.14 8/05/2013 21,700
15,000 Houston 0.14 9/18/2013 15,000
10,000 Houston 0.14 9/19/2013 10,000
10,000 Regional Transportation Auth.
(LOC - Wells Fargo Bank, N.A.) 0.20 8/01/2013 10,000
25,000 Texas Public Finance Auth. 0.17 8/06/2013 25,000
----------
81,700
----------
HEALTH CARE FACILITIES (1.2%)
25,000 Trinity Health Corp. 0.13 8/19/2013 24,999
35,000 Trinity Health Corp. 0.15 9/03/2013 34,995
----------
59,994
----------
HOSPITAL (3.6%)
11,600 Catholic Health Initiatives 0.19 8/06/2013 11,600
10,000 Catholic Health Initiatives 0.15 8/22/2013 9,999
35,600 Catholic Health Initiatives 0.15 9/09/2013 35,594
12,000 Catholic Health Initiatives 0.14 9/12/2013 11,998
7,900 Catholic Health Initiatives 0.15 10/09/2013 7,898
|
PORTFOLIO OF INVESTMENTS | 13
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
$50,000 Catholic Health Initiatives 0.14% 10/17/2013 $ 49,985
30,000 Inova Health System Foundation 0.16 8/12/2013 29,999
30,000 Inova Health System Foundation 0.15 10/10/2013 29,991
----------
187,064
----------
MUNICIPAL FINANCE (1.7%)
11,300 Vermont EDA (LOC - JPMorgan Chase Bank, N.A.) 0.16 8/12/2013 11,300
77,700 Vermont EDA (LOC - JPMorgan Chase Bank, N.A.) 0.18 8/12/2013 77,700
----------
89,000
----------
PHARMACEUTICALS (0.5%)
25,000 Sanofi(a),(b) 0.13 9/27/2013 24,995
----------
SOFT DRINKS (0.5%)
25,000 Coca-Cola Co.(a),(b) 0.12 9/20/2013 24,996
----------
Total Commercial Paper (cost: $1,287,202) 1,287,202
----------
PUT BONDS (0.4%)
BUILDINGS (0.4%)
20,000 New York Liberty Dev. Corp. (cost: $20,000) 0.23 12/01/2049 20,000
----------
VARIABLE-RATE DEMAND NOTES (57.9%)
AGRICULTURAL PRODUCTS (2.2%)
2,100 Dallam County IDC (LOC - Wells Fargo Bank, N.A.) 0.09 1/01/2027 2,100
15,000 Indiana Finance Auth. 0.10 6/01/2041 15,000
15,000 Iowa Finance Auth. 0.09 6/01/2036 15,000
20,000 Iowa Finance Auth. 0.09 9/01/2036 20,000
25,000 Iowa Finance Auth. 0.08 6/01/2039 25,000
35,000 Iowa Finance Auth. 0.10 6/01/2039 35,000
3,360 Washington Economic Dev. Finance Auth.
(LOC - Bank of the West) 0.27 9/01/2032 3,360
----------
115,460
----------
AIRLINES (0.8%)
38,900 Chicago-O'Hare International Airport
(LOC - Bayerische Landesbank) 0.11 5/01/2035 38,900
----------
AIRPORT SERVICES (0.5%)
1,910 Des Moines (LOC - U.S. Bank, N.A.) 0.08 8/01/2027 1,910
9,065 Holland-Sheltair Aviation Funding, LLC
(LOC - Federal Home Loan Bank of Atlanta) 0.06 5/01/2035 9,065
13,200 Holland-Sheltair Aviation Funding, LLC
(LOC - Federal Home Loan Bank of Atlanta) 0.06 5/01/2048 13,200
2,100 San Antonio (LOC - Bank of America, N.A.) 0.35 4/01/2020 2,100
----------
26,275
----------
|
14 | USAA MONEY MARKET FUND
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
AIRPORT/PORT (0.4%)
$ 4,600 Cleveland-Cuyahoga County
(LOC - FirstMerit Bank, N.A.) 0.31% 6/01/2031 $ 4,600
8,600 Denver City and County Airport System
(LOC - Lloyds TSB Bank plc) 0.13 11/15/2025 8,600
9,875 San Jose Airport (LIQ)(LOC - Deutsche Bank A.G.)(a) 0.07 3/01/2037 9,875
----------
23,075
----------
ALUMINUM (0.2%)
7,815 Hancock County (LOC - Wells Fargo Bank, N.A.) 0.26 4/01/2028 7,815
----------
APPAREL, ACCESSORIES & LUXURY GOODS (0.1%)
5,550 St. Charles Parish
(LOC - Federal Home Loan Bank of Atlanta) 0.28 9/01/2024 5,550
----------
APPROPRIATED DEBT (0.4%)
18,150 Pasadena (LOC - Bank of America, N.A.) 0.08 2/01/2035 18,150
----------
ASSET-BACKED FINANCING (0.0%)
2,410 Capital Markets Access Co., LLC
(LOC - Federal Home Loan Bank of Atlanta) 0.18 8/01/2031 2,410
----------
AUTO PARTS & EQUIPMENT (0.4%)
2,605 Dayton Wheel Concepts, Inc.
(LOC - PNC Bank, N.A.) 0.20 5/01/2024 2,605
4,665 Illinois Finance Auth.
(LOC - Federal Home Loan Bank of Chicago) 0.35 7/01/2040 4,665
3,400 Savanna (LOC - Bank of America, N.A.) 0.28 5/01/2019 3,400
10,000 Shelbyville (LOC - Bank of
Tokyo-Mitsubishi UFJ, Ltd.) 0.10 4/01/2035 10,000
----------
20,670
----------
AUTOMOBILE MANUFACTURERS (0.2%)
10,120 Franklin IDB (LOC - Fifth Third Bank) 0.37 4/01/2030 10,120
----------
AUTOMOTIVE RETAIL (0.1%)
955 Athens-Clarke County (LOC - SunTrust Bank) 0.28 12/01/2024 955
2,683 Kenwood Lincoln-Mercury, Inc.
(LOC - PNC Bank, N.A.) 0.20 5/01/2015 2,683
1,915 Kenwood Lincoln-Mercury, Inc.
(LOC - PNC Bank, N.A.) 0.20 3/01/2021 1,915
----------
5,553
----------
BIOTECHNOLOGY (0.0%)
2,115 Washington Economic Dev. Finance Auth.
(LOC - U.S. Bank, N.A.) 0.10 6/01/2027 2,115
----------
BUILDING PRODUCTS (0.9%)
3,645 Atchison (LOC - Key Bank, N.A.) 0.22 1/01/2033 3,645
|
PORTFOLIO OF INVESTMENTS | 15
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
$ 4,030 Cornell Iron Works, Inc.
(LOC - Bank of America, N.A.) 0.39% 4/01/2019 $ 4,030
2,855 Delaware EDA (LOC - Key Bank, N.A.) 0.22 4/01/2023 2,855
4,000 Manhattan IDB (LOC - JPMorgan Chase Bank, N.A.) 0.19 4/01/2028 4,000
6,285 Moondance Enterprises, LP (LOC - PNC Bank, N.A.) 0.20 11/01/2020 6,285
2,700 Sheridan (LOC - PNC Bank, N.A.) 0.15 8/01/2020 2,700
2,250 Tazewell County IDA (LOC - PNC Bank, N.A.) 0.15 2/01/2017 2,250
3,400 Union County (LOC - SunTrust Bank) 0.28 10/01/2027 3,400
3,115 Vulcan, Inc. (LOC - Branch Banking & Trust Co.) 0.18 7/01/2021 3,115
10,000 Warren County (LOC - JPMorgan Chase Bank, N.A.) 0.27 12/01/2031 10,000
2,800 West Des Moines (LOC - Wells Fargo Bank, N.A.) 0.25 4/01/2025 2,800
----------
45,080
----------
COMMERCIAL PRINTING (0.4%)
2,525 Blair County IDA (LOC - PNC Bank, N.A.) 0.15 9/01/2017 2,525
1,795 Colorado Housing and Finance Auth.
(LOC - Wells Fargo Bank, N.A.) 0.26 5/01/2027 1,795
1,095 Colorado Housing and Finance Auth.
(LOC - Wells Fargo Bank, N.A.) 0.26 8/01/2030 1,095
1,060 Colorado Housing and Finance Auth.
(LOC - Wells Fargo Bank, N.A.) 0.26 10/01/2032 1,060
2,733 Fairway, LLC (LOC - Federal Home
Loan Bank of San Francisco) 0.15 12/01/2023 2,733
7,125 Harnett County Industrial Facilities &
Pollution Control Financing Auth.
(LOC - PNC Bank, N.A.) 0.13 9/01/2019 7,125
1,970 John E. Staten Properties, Inc.
(LOC - PNC Bank, N.A.) 0.24 10/01/2021 1,970
1,500 Summit County Port Auth. (LOC - Key Bank, N.A.) 0.22 7/01/2023 1,500
----------
19,803
----------
COMMUNITY SERVICE (1.6%)
22,860 California Infrastructure and Economic Dev. Bank
(LOC - Bank of America, N.A.) 0.07 7/01/2034 22,860
2,400 District of Columbia (LOC - SunTrust Bank) 0.25 10/01/2037 2,400
10,000 Illinios Dev. Finance Auth. (LOC - JPMorgan Chase
Bank, N.A.)(LOC - Northern Trust Co.) 0.06 2/01/2029 10,000
11,600 Jackson County IDA (LOC - Commerce Bank, N.A.) 0.11 7/01/2025 11,600
2,915 Rhode Island Health and Educational Building Corp.
(LOC - RBS Citizens, N.A.) 0.14 12/01/2036 2,915
7,505 Toledo Lucas County Port Auth.
(LOC - Fifth Third Bank) 0.14 9/01/2019 7,505
8,600 Village of Morton Grove
(LOC - Bank of America, N.A.) 0.17 12/01/2041 8,600
|
16 | USAA MONEY MARKET FUND
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
$16,305 Wisconsin Public Finance Auth.
(LOC - Fifth Third Bank) 0.20% 2/01/2042 $ 16,305
----------
82,185
----------
COMPUTER STORAGE & PERIPHERALS (0.0%)
1,710 Alameda County IDA (LOC - Bank of the West) 0.49 12/01/2040 1,710
----------
CONSTRUCTION & ENGINEERING (0.3%)
17,555 Boland Holdings, LLC (LOC - PNC Bank, N.A.) 0.19 12/01/2039 17,555
----------
CONSTRUCTION MATERIALS (0.2%)
1,855 Franklin IDB (LOC - Federal Home
Loan Bank of Chicago) 0.17 7/01/2032 1,855
8,900 Paulding County (LOC - Bayerische Landesbank) 0.24 8/01/2026 8,900
----------
10,755
----------
DISTILLERS & VINTNERS (0.0%)
2,000 Kentucky Rural EDA (LOC - PNC Bank, N.A.) 0.15 10/01/2016 2,000
----------
DISTRIBUTORS (0.3%)
15,710 Bhavnani, LLC (LOC - U.S. Bank, N.A.) 0.19 5/01/2038 15,710
----------
DIVERSIFIED CHEMICALS (0.1%)
6,500 Port of Port Arthur Navigation District 0.20 4/01/2033 6,500
----------
DIVERSIFIED METALS & MINING (0.0%)
800 Lancaster IDA (LOC - Fulton Bank) 1.65 1/01/2015 800
1,115 Lancaster IDA (LOC - Fulton Bank) 1.65 1/01/2027 1,115
----------
1,915
----------
DIVERSIFIED REAL ESTATE ACTIVITIES (4.0%)
7,000 Fiore Capital, LLC (LOC - Harris Bank, N.A.) 0.19 8/01/2045 7,000
6,150 Fiore Capital, LLC (LOC - Harris Bank, N.A.) 0.19 8/01/2045 6,150
47,785 New York City Housing Dev. Corp.
(LOC - Landesbank Hessen-Thuringen) 0.12 6/01/2039 47,785
55,150 New York Housing Finance Agency
(LOC - Landesbank Hessen-Thuringen) 0.22 5/01/2042 55,150
15,625 NPJ Properties, LP
(LOC - Manufacturers & Traders Trust Co.)(a) 0.54 2/01/2027 15,625
29,540 Paca-Pratt Associates, Inc.
(LOC - Manufacturers & Traders Trust Co.) 0.54 1/01/2038 29,540
8,002 Pinnacle Properties Dev. Group, LLC
(LOC - Federal Home Loan Bank of Cincinnati) 0.18 6/15/2041 8,002
4,900 Rio Bravo, LLC (LOC - Wells Fargo Bank, N.A.) 0.24 12/01/2033 4,900
11,345 Scion Real Estate Investments, LLC
(LOC - Fifth Third Bank) 0.32 1/02/2048 11,345
1,000 Secor Realty, Inc. (LOC - PNC Bank, N.A.) 0.20 4/01/2020 1,000
|
PORTFOLIO OF INVESTMENTS | 17
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
$ 4,200 Stice-Hill Holding, LC
(LOC - Hancock Bank of Louisiana) 1.50% 12/01/2023 $ 4,200
13,850 Stobro Co., LP
(LOC - Federal Home Loan Bank of Pittsburgh) 0.26 1/01/2032 13,850
----------
204,547
----------
EDUCATION (2.3%)
17,650 Amherst IDA
(LOC - Manufacturers & Traders Trust Co.) 0.11 10/01/2031 17,650
7,645 Colorado Educational and Cultural Facilities Auth.
(LOC - Fifth Third Bank) 0.20 1/01/2029 7,645
8,150 Madison County IDA (LOC - SunTrust Bank) 0.11 10/01/2037 8,150
10,000 Massachusetts Dev. Finance Agency
(LOC - RBS Citizens, N.A.) 0.16 7/01/2043 10,000
2,245 Minnesota Higher Education Facilities Auth.
(LOC - U.S. Bank, N.A.) 0.17 4/01/2027 2,245
8,040 Missouri Health and Educational Facilities Auth.
(LOC - Fifth Third Bank) 0.20 7/15/2037 8,040
4,040 Nebraska Elementary and Secondary School
Finance Auth. (LOC - Fifth Third Bank) 0.20 9/01/2029 4,040
2,795 New York City IDA
(LOC - JPMorgan Chase Bank, N.A.) 0.10 12/01/2034 2,795
20,000 New York City IDA (LOC - Key Bank, N.A.) 0.13 7/01/2038 20,000
9,755 Ohio Higher Education Facility
(LOC - Fifth Third Bank) 0.13 9/01/2030 9,755
4,315 Rhode Island Health and Educational
Building Corp. (LOC - RBS Citizens, N.A.) 0.12 4/01/2035 4,315
3,650 Rockland County IDA (LOC - TD Bank, N.A.) 0.16 5/01/2034 3,650
2,340 Savannah EDA (LOC - SunTrust Bank) 0.25 11/01/2026 2,340
9,595 Summit County (LOC - Fifth Third Bank) 0.10 8/01/2030 9,595
10,425 Washington Higher Education Facilities Auth. 0.11 10/01/2031 10,425
----------
120,645
----------
EDUCATION SERVICES (1.6%)
7,532 Cornerstone Funding Corp. I
(LOC - TD Bank, N.A.) 1.21 1/01/2025 7,532
1,805 Educational Management Corp.
(LOC - Old National Bank) 0.24 5/01/2023 1,805
7,150 Frisch School (LOC - Sovereign Bank) 1.05 5/01/2036 7,150
240 Grove City Church of the Nazarene
(LOC - PNC Bank, N.A.) 0.24 2/01/2024 240
2,920 Indian Creek Christian Church, Inc.
(LOC - Fifth Third Bank) 0.32 1/01/2056 2,920
4,000 Lexington-Fayette Urban County Government
(LOC - Fifth Third Bank) 0.19 1/01/2033 4,000
|
18 | USAA MONEY MARKET FUND
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
$ 6,890 Loganville Christian Academy, Inc.
(LOC - Key Bank, N.A.) 0.29% 6/01/2038 $ 6,890
13,700 New Jersey EDA (LOC - Sovereign Bank) 1.05 5/01/2036 13,700
5,750 Rhode Island EDC (LOC - RBS Citizens, N.A.) 0.13 3/01/2038 5,750
9,070 Rhode Island Health and Educational
Building Corp. (LOC - RBS Citizens, N.A.) 0.10 6/01/2035 9,070
19,925 Saddleback Valley Community Church
(LOC - Federal Home Loan Bank of San Francisco) 0.11 11/01/2038 19,925
920 St. Louis County IDA (LOC - Fifth Third Bank) 0.19 9/01/2038 920
3,230 Summit Country Day School
(LOC - U.S. Bank, N.A.) 0.38 2/01/2019 3,230
----------
83,132
----------
ELECTRIC UTILITIES (9.6%)
19,500 Appling County Dev. Auth. 0.07 12/01/2018 19,500
39,900 Appling County Dev. Auth. 0.08 9/01/2041 39,900
10,600 Burke County Dev. Auth. 0.08 7/01/2049 10,600
29,200 California Financing Auth.
(LOC - JPMorgan Chase Bank, N.A.) 0.04 11/01/2026 29,200
6,000 Dade County IDA 0.06 6/01/2021 6,000
10,000 Emery County
(LOC - JPMorgan Chase Bank, N.A.) 0.06 7/01/2015 10,000
28,100 Escambia County 0.07 4/01/2039 28,100
38,300 Garfield County Industrial Auth. 0.18 1/01/2025 38,300
4,800 Heard County Dev. Auth. 0.07 12/01/2037 4,800
19,100 Indiana Dev. Finance Auth. 0.31 12/01/2038 19,100
2,730 Jackson County 0.09 7/01/2022 2,730
20,000 Louisa County 0.09 9/01/2016 20,000
30,000 Louisa County 0.09 10/01/2024 30,000
22,000 Martin County 0.09 7/15/2022 22,000
15,000 Miami-Dade County IDA 0.09 2/01/2023 15,000
10,600 Mississippi Business Finance Corp. 0.08 7/01/2025 10,600
9,400 Mississippi Business Finance Corp. 0.07 12/01/2027 9,400
13,520 Mississippi Business Finance Corp. 0.08 5/01/2028 13,520
7,250 Mobile IDB 0.07 9/01/2031 7,250
20,000 Muskogee Industrial Trust 0.11 6/01/2027 20,000
20,800 Putnam County IDA 0.06 4/01/2032 20,800
30,000 St. Lucie County 0.09 5/01/2024 30,000
86,400 St. Lucie County 0.08 9/01/2028 86,400
----------
493,200
----------
ELECTRIC/GAS UTILITIES (1.1%)
10,000 Chatom IDB (NBGA) 0.21 8/01/2041 10,000
22,700 Long Island Power Auth.
(LOC - Bayerische Landesbank) 0.06 5/01/2033 22,700
|
PORTFOLIO OF INVESTMENTS | 19
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
$24,880 New York Energy Research & Dev. Auth.
(LOC - Royal Bank of Scotland plc) 0.06% 12/01/2027 $ 24,880
----------
57,580
----------
ELECTRICAL COMPONENTS & EQUIPMENT (0.0%)
845 Tucson IDA (LOC - JPMorgan Chase Bank, N.A.) 0.31 8/01/2025 845
----------
ELECTRONIC EQUIPMENT & INSTRUMENTS (0.1%)
2,710 Putnam County IDA (LOC - RBS Citizens, N.A.) 0.17 7/01/2032 2,710
----------
ENVIRONMENTAL & FACILITIES SERVICES (0.2%)
8,900 New York State Environmental Facilities Corp.
(LOC - JPMorgan Chase Bank, N.A.) 0.10 5/01/2019 8,900
----------
FOOD DISTRIBUTORS (0.3%)
2,175 Alameda County IDA (LOC - Comerica Bank, N.A.) 0.34 12/01/2040 2,175
4,572 CCO, LLC (LOC - Fifth Third Bank) 0.37 9/01/2024 4,572
8,640 Putnam County IDA (LOC - JPMorgan Chase Bank, N.A.) 0.15 12/01/2024 8,640
----------
15,387
----------
FOOD RETAIL (0.1%)
7,380 Saubels Market, Inc. (LOC - Fulton Bank) 1.65 5/01/2034 7,380
----------
FOREST PRODUCTS (0.1%)
4,555 Rex Lumber, LLC
(LOC - Federal Home Loan Bank of Dallas) 0.18 2/01/2022 4,555
----------
GENERAL MERCHANDISE STORES (0.1%)
6,000 Marion EDA (LOC - Key Bank, N.A.) 0.28 2/01/2035 6,000
----------
GENERAL OBLIGATION (1.7%)
7,500 Bridgeview (LOC - Harris Bank, N.A.) 0.25 12/01/2038 7,500
11,535 Covington (LOC - U.S. Bank, N.A.) 0.38 12/01/2029 11,535
13,865 Fiddler's Business Improvement District
(LOC - Key Bank, N.A.) 0.23 12/01/2037 13,865
5,000 Fiddler's Business Improvement District
(LOC - Key Bank, N.A.) 0.13 12/01/2038 5,000
9,475 Michigan Charter Township of Commerce
(LOC - Comerica Bank, N.A.) 0.23 10/01/2018 9,475
34,745 Michigan Charter Township of Commerce
(LOC - Federal Home Loan Bank of Boston) 0.17 10/01/2034 34,745
4,800 New York City (LOC - KBC Bank N.V.) 0.10 8/01/2038 4,800
----------
86,920
----------
HEALTH CARE FACILITIES (4.3%)
12,330 Bronson Lifestyle Improvement & Research
Center (LOC - Fifth Third Bank) 0.28 9/01/2030 12,330
|
20 | USAA MONEY MARKET FUND
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
$ 550 Columbia County Capital Resource Corp.
(LOC - HSBC Bank USA) 0.18% 7/01/2015 $ 550
2,155 Columbia County IDA (LOC - HSBC Bank USA) 0.18 7/01/2027 2,155
3,010 Community Behavioral Healthcare Cooperative
of Pennsylvania (LOC - Fulton Bank) 1.65 9/01/2027 3,010
3,160 Crozer Keystone Health System
(LOC - TD Bank, N.A.) 0.28 12/15/2021 3,160
995 District of Columbia
(LOC - Manufacturers & Traders Trust Co.) 0.54 7/01/2032 995
4,215 Dunn Nursing Home, Inc. (LOC - Federal
Home Loan Bank of Atlanta) 0.18 2/01/2024 4,215
3,576 Four Flags Properties, Inc. (LOC - Fifth Third Bank) 0.37 10/01/2028 3,576
7,755 Genoa Medical Dev., LLC (LOC - Fifth Third Bank) 0.32 12/01/2045 7,755
5,030 Hamot Surgery Center, LLC
(LOC - PNC Bank, N.A.) 0.20 7/01/2030 5,030
10,700 Healthcare Network Properties, LLC
(LOC - PNC Bank, N.A.) 0.19 1/01/2029 10,700
4,850 Heart Property, LLC (LOC - PNC Bank, N.A.) 0.20 7/01/2026 4,850
5,190 IHA Capital Dev., LLC (LOC - Fifth Third Bank) 0.32 6/01/2053 5,190
9,400 Indiana Finance Auth.
(LOC - Bank of America, N.A.) 0.07 4/01/2038 9,400
1,955 Indiana Finance Auth.
(LOC - Bank of America, N.A.) 0.34 4/01/2038 1,955
1,900 Labcon North America (LOC - Bank of the West) 0.49 1/01/2040 1,900
4,775 Louisiana Public Facilities Auth.
(LOC - Capital One, N.A.) 0.73 7/01/2028 4,775
4,330 MCE MOB IV, LP (LOC - PNC Bank, N.A.) 0.19 8/01/2022 4,330
3,640 Medical Center of Athens (LOC - Federal
Home Loan Bank of Atlanta) 0.24 9/01/2032 3,640
7,685 Medical Properties Investment Co.
(LOC - Fifth Third Bank) 0.32 11/01/2035 7,685
7,840 MediLucent MOB I, LP (LOC - PNC Bank, N.A.) 0.19 8/01/2030 7,840
12,655 MMC Corp. (LOC - JPMorgan Chase Bank, N.A.) 0.60 11/01/2035 12,655
11,445 New Tristate Ventures, LLC
(LOC - Fifth Third Bank) 0.32 5/01/2026 11,445
3,165 Ohio Presbyterian Retirement Services
(LOC - PNC Bank, N.A.) 0.20 7/01/2033 3,165
4,505 Onondaga County IDA (LOC - HSBC Bank USA) 0.17 1/01/2023 4,505
19,960 OSF Finance Co., LLC (LOC - PNC Bank, N.A.) 0.19 12/01/2037 19,960
2,650 Premier Senior Living, LLC
(LOC - Wells Fargo Bank, N.A.) 0.32 8/01/2037 2,650
1,625 Premier Senior Living, LLC
(LOC - Wells Fargo Bank, N.A.) 0.32 8/01/2037 1,625
|
PORTFOLIO OF INVESTMENTS | 21
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
$ 6,915 Premier Senior Living, LLC
(LOC - Wells Fargo Bank, N.A.) 0.32% 8/01/2037 $ 6,915
4,815 Premier Senior Living, LLC
(LOC - Wells Fargo Bank, N.A.) 0.32 8/01/2037 4,815
3,115 Premier Senior Living, LLC
(LOC - Wells Fargo Bank, N.A.) 0.32 8/01/2037 3,115
4,005 Premier Senior Living, LLC
(LOC - Wells Fargo Bank, N.A.) 0.32 8/01/2037 4,005
2,235 Premier Senior Living, LLC
(LOC - Wells Fargo Bank, N.A.) 0.32 8/01/2037 2,235
24,070 Premier Senior Living, LLC
(LOC - Wells Fargo Bank, N.A.) 0.32 8/01/2037 24,070
5,885 Sawmill Creek Lodge Co. (LOC - Fifth Third Bank) 0.37 10/01/2026 5,885
5,955 Wisconsin Health and Educational Facilities
Auth. (LOC - KBC Bank N.V.) 0.30 3/01/2038 5,955
3,400 Woodbury County (LOC - Wells Fargo Bank, N.A.) 0.24 12/01/2014 3,400
----------
221,441
----------
HEALTH CARE SERVICES (0.3%)
7,975 Central Ohio Medical Textiles
(LOC - PNC Bank, N.A.) 0.19 3/01/2023 7,975
6,540 Kaneville Road Joint Venture
(LOC - Federal Home Loan Bank of Chicago) 0.24 11/01/2032 6,540
----------
14,515
----------
HEALTH MISCELLANEOUS (0.1%)
2,060 Kent Hospital Finance Auth.
(LOC - Fifth Third Bank) 0.19 10/01/2041 2,060
4,585 Michigan Strategic Fund Ltd.
(LOC - Fifth Third Bank) 0.19 8/01/2023 4,585
----------
6,645
----------
HOME FURNISHINGS (0.3%)
3,560 Caddo Parish IDB (LOC - Capital One, N.A.) 0.30 7/01/2024 3,560
4,620 California Infrastructure and
Economic Dev. Bank (NBGA) 0.09 11/01/2029 4,620
2,000 Fulton County Dev. Auth.
(LOC - Wells Fargo Bank, N.A.) 0.18 6/01/2027 2,000
295 Maryland EDC (LOC - Manufacturers &
Traders Trust Co.) 0.54 8/01/2016 295
2,200 Michigan Strategic Fund Ltd.
(LOC - JPMorgan Chase Bank, N.A.) 0.10 9/01/2030 2,200
2,050 Walton County Industrial Building Auth.
(LOC - Wells Fargo Bank, N.A.) 0.18 10/01/2017 2,050
----------
14,725
----------
|
22 | USAA MONEY MARKET FUND
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
HOME IMPROVEMENT RETAIL (0.3%)
$ 6,570 Brookhaven IDA (LOC - Capital One, N.A.) 0.50% 1/01/2025 $ 6,570
7,400 Savannah EDA (LOC - SunTrust Bank) 0.24 8/01/2025 7,400
----------
13,970
----------
HOSPITAL (1.7%)
3,505 Albany IDA (LOC - RBS Citizens, N.A.) 0.71 5/01/2035 3,505
2,930 Fayette County (LOC - PNC Bank, N.A.) 0.19 8/01/2023 2,930
2,780 Johnson City Health and Educational Facilities
Board (LOC - U.S. Bank, N.A.) 0.16 7/01/2033 2,780
12,845 Massachusetts Health and Educational Facilities
Auth. (LOC - Wells Fargo Bank, N.A.) 0.03 7/01/2039 12,845
5,000 Massachusetts Health and Educational Facilities
Auth. (LOC - JPMorgan Chase Bank, N.A.) 0.06 10/01/2049 5,000
7,500 Michigan Hospital Finance Auth.
(LOC - Fifth Third Bank) 0.19 12/01/2032 7,500
7,500 Michigan Hospital Finance Auth.
(LOC - Fifth Third Bank) 0.19 12/01/2032 7,500
6,445 Mountain States Health Alliance
(LOC - Mizuho Corporate Bank, Ltd.) 0.16 7/01/2026 6,445
10,000 Nassau Health Care Corp.
(LOC - JPMorgan Chase Bank, N.A.) 0.17 8/01/2022 10,000
21,000 Sullivan County Health, Educational &
Housing Facilities Board
(LOC - JPMorgan Chase Bank, N.A.) 0.06 9/01/2032 21,000
9,125 West Virginia State Hospital Finance Auth.
(LOC - Fifth Third Bank) 0.17 10/01/2033 9,125
----------
88,630
----------
HOTELS, RESORTS & CRUISE LINES (0.4%)
2,915 Connecticut Dev. Auth. (LOC - TD Bank, N.A.) 0.22 12/01/2028 2,915
1,930 Doghouse Properties, LLC (LOC - Federal
Home Loan Bank of Atlanta) 0.25 5/01/2027 1,930
11,310 Forward Corp. (LOC - Fifth Third Bank) 0.32 12/01/2030 11,310
2,000 Massachusetts Port Auth.
(LOC - Royal Bank of Scotland plc)(a) 0.70 3/01/2018 2,000
----------
18,155
----------
INDUSTRIAL MACHINERY (0.2%)
4,045 AL-FE Heat Treating, Inc. (LOC - PNC Bank, N.A.) 0.20 5/01/2021 4,045
2,075 Lynchburg IDA (LOC - PNC Bank, N.A.) 0.15 3/01/2029 2,075
840 Michigan Strategic Fund Ltd.
(LOC - Fifth Third Bank) 0.24 3/01/2023 840
2,345 Trumbull County (LOC - Key Bank, N.A.) 0.22 4/01/2017 2,345
----------
9,305
----------
|
PORTFOLIO OF INVESTMENTS | 23
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
INTEGRATED OIL & GAS (0.4%)
$20,000 Calhoun County Navigation IDA 0.09% 1/01/2024 $ 20,000
----------
INTEGRATED TELECOMMUNICATION SERVICES (0.1%)
7,170 South Central Communications Corp.
(LOC - Fifth Third Bank) 0.32 4/01/2018 7,170
----------
LEISURE FACILITIES (0.3%)
5,180 Cattail Creek Country Club, Inc.
(LOC - Manufacturers & Traders Trust Co.) 0.54 3/01/2031 5,180
9,400 Turfway Park, LLC (LOC - Bank of America, N.A.) 0.55 7/01/2022 9,400
----------
14,580
----------
LEISURE PRODUCTS (0.2%)
5,965 Charter Lakes Capital, LLC
(LOC - U.S. Bank, N.A.) 0.20 10/01/2046 5,965
2,110 Rhode Island Industrial Facilities Corp.
(LOC - TD Bank, N.A.) 0.13 2/01/2021 2,110
3,010 Robert C. Fox Jr. (LOC - Comerica Bank, N.A.) 0.15 6/01/2033 3,010
----------
11,085
----------
LIFE & HEALTH INSURANCE (0.4%)
2,000 Lavonia O Frick Family Trust
(LOC - Federal Home Loan Bank of Atlanta) 0.18 12/01/2026 2,000
13,355 Lavonne Johnson Life Insurance Trust
(LOC - Federal Home Loan Bank of Atlanta) 0.18 6/01/2031 13,355
5,565 Raymon Lee Ince Irrevocable Trust
(LOC - Bank of Oklahoma, N.A.) 0.21 7/01/2033 5,565
1,850 Ronald Ray Irrevocable Life Insurance Trust
(LOC - Federal Home Loan Bank of Atlanta) 0.18 8/01/2022 1,850
----------
22,770
----------
MARINE (0.1%)
5,655 Washington Economic Dev. Finance Auth.
(LOC - Key Bank, N.A.) 0.59 3/01/2037 5,655
----------
MISCELLANEOUS (0.4%)
22,065 Michigan Municipal Bond Auth.
(LOC - Fifth Third Bank) 0.32 11/01/2037 22,065
----------
MULTIFAMILY HOUSING (3.0%)
8,285 Alabama Housing Finance Auth.
(LOC - U.S. Bank, N.A.) 0.08 4/01/2037 8,285
1,765 Atlanta Urban Residential Finance Auth.
(LOC - SunTrust Bank) 0.29 4/01/2034 1,765
8,750 Dallas Housing Finance Corp. (LIQ)(NBGA)(a) 1.00 9/01/2019 8,750
|
24 | USAA MONEY MARKET FUND
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
$ 2,700 District of Columbia Housing Finance Agency
(LOC - SunTrust Bank) 0.24% 12/01/2032 $ 2,700
8,000 Gwinnett County Housing Auth.
(LOC - SunTrust Bank) 0.30 3/01/2041 8,000
1,460 Hillsborough County Housing Finance Auth.
(LOC - Citibank, N.A.) 0.11 7/15/2039 1,460
2,600 Los Angeles (LOC - Citibank, N.A.) 0.10 12/01/2030 2,600
7,700 Mankato (LOC - Bank of America, N.A.) 0.10 5/01/2027 7,700
3,420 Montana Board of Housing (LIQ)(NBGA)(a) 1.00 10/01/2033 3,420
10,000 Nebraska Investment Finance Auth.
(LOC - Citibank, N.A.) 0.08 10/01/2042 10,000
4,860 Nevada Housing Division (LOC - Citibank, N.A.) 0.16 10/01/2035 4,860
2,950 New York Housing Finance Agency
(LOC - Citibank, N.A.) 0.09 5/01/2037 2,950
20,000 New York Housing Finance Agency
(LOC - Landesbank Hessen-Thuringen) 0.10 11/01/2038 20,000
3,795 New York Housing Finance Agency
(LOC - Citibank, N.A.) 0.09 5/01/2039 3,795
24,150 New York Housing Finance Agency
(LOC - Landesbank Hessen-Thuringen) 0.08 11/01/2041 24,150
6,600 New York Housing Finance Agency
(LOC - Landesbank Hessen-Thuringen) 0.12 11/01/2041 6,600
4,360 New York Housing Finance Agency
(LOC - Landesbank Hessen-Thuringen) 0.11 11/01/2044 4,360
6,000 New York Housing Finance Agency
(LOC - Wells Fargo Bank, N.A.) 0.16 11/01/2049 6,000
500 Phoenix IDA (LOC - Bank of America, N.A.) 0.14 4/01/2033 500
6,790 Southeast Texas Housing
Finance Corp. (LIQ)(NBGA)(a) 1.00 6/01/2019 6,790
6,825 Texas Department of Housing & Community
Affairs (LOC - Citibank, N.A.) 0.07 12/01/2039 6,825
1,010 Vermont Housing Finance Agency
(LOC - Key Bank, N.A.) 0.22 1/01/2038 1,010
3,000 Virginia Beach Dev. Auth. (LOC - SunTrust Bank) 0.23 5/01/2025 3,000
5,290 Washington Housing Finance
Commission (LIQ)(NBGA)(a) 1.00 10/01/2033 5,290
930 Washington Housing Finance Commission
(LOC - Mizuho Corporate Bank, Ltd.) 0.27 6/15/2037 930
----------
151,740
----------
NURSING/CCRC (3.7%)
12,900 Alexandria IDA (LOC - Wells Fargo Bank, N.A.) 0.07 10/01/2035 12,900
2,425 Berks County Municipal Auth. (LOC - Citizens
Bank of Pennsylvania) 0.18 5/15/2022 2,425
|
PORTFOLIO OF INVESTMENTS | 25
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
$ 4,600 Bucks County IDA (LOC - Citizens
Bank of Pennsylvania) 0.08% 1/01/2037 $ 4,600
14,080 Butler County (LOC - Citizens Bank of Pennsylvania) 0.08 10/01/2042 14,080
4,275 Butler County Hospital Auth.
(LOC - Citizens Bank of Pennsylvania) 0.18 10/01/2042 4,275
9,390 Delaware County Auth. (LOC - Citizens
Bank of Pennsylvania) 0.09 4/01/2030 9,390
4,200 Harrisonburg IDA
(LOC - Branch Banking & Trust Co.) 0.06 4/01/2036 4,200
26,690 Hempstead IDA (LIQ)(LOC - Deutsche
Bank A.G.)(a) 0.26 10/01/2045 26,690
11,400 Illinois Finance Auth.
(LOC - JPMorgan Chase Bank, N.A.) 0.07 9/01/2031 11,400
1,260 Indiana Finance Auth.
(LOC - Federal Home Loan Bank of Indianapolis) 0.16 7/01/2029 1,260
15,270 Islip IDA (LIQ)(LOC - Deutsche Bank A.G.)(a) 0.26 12/01/2029 15,270
13,925 Jackson County EDC
(LOC - Bank of America, N.A.) 0.09 11/01/2031 13,925
1,200 Lynchburg Redevelopment & Housing Auth.
(LOC - Manufacturers & Traders Trust Co.) 0.54 12/01/2034 1,200
64,995 Nassau County IDA
(LIQ)(LOC - Deutsche Bank A.G.)(a) 0.26 12/01/2033 64,995
1,035 Roanoke County EDA
(LOC - Branch Banking & Trust Co.) 1.19 10/01/2028 1,035
----------
187,645
----------
PACKAGED FOODS & MEAT (0.8%)
3,570 Brewster Dairy, Inc. (LOC - Bank of Montreal) 0.20 4/03/2023 3,570
11,995 Indianapolis Recovery Zone Facility
(LOC - Fifth Third Bank) 0.19 12/01/2030 11,995
2,455 Lancaster IDA (LOC - Fulton Bank) 1.65 6/01/2027 2,455
1,105 Laurel County (LOC - Rabobank Nederland N.V.) 0.44 3/01/2015 1,105
4,000 Michigan Strategic Fund Ltd.
(LOC - AgriBank, FCB) 0.10 6/01/2024 4,000
5,760 Oregon State Economic Dev.
(LOC - Key Bank, N.A.) 0.22 2/01/2037 5,760
7,500 Premier Mushrooms, Inc. (LOC - CoBank, ACB) 0.18 12/01/2037 7,500
4,660 St. Tammany Parish
(LOC - Federal Home Loan Bank of Dallas) 0.23 7/01/2022 4,660
----------
41,045
----------
PAPER PACKAGING (0.0%)
985 Washington Finance EDA
(LOC - Wells Fargo Bank, N.A.) 0.24 4/01/2033 985
----------
|
26 | USAA MONEY MARKET FUND
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
PAPER PRODUCTS (0.2%)
$ 1,035 Jackson Paper Co.
(LOC - Federal Home Loan Bank of Atlanta) 0.27% 4/01/2027 $ 1,035
2,300 Oregon (LOC - U.S. Bank, N.A.) 0.08 4/01/2041 2,300
5,600 Willacoochee Dev. Auth.
(LOC - Federal Home Loan Bank of Atlanta) 0.16 5/01/2021 5,600
----------
8,935
----------
PERSONAL PRODUCTS (0.0%)
1,890 Suffolk County IDA (LOC - Citibank, N.A.) 0.50 12/01/2019 1,890
----------
PHARMACEUTICALS (1.5%)
7,000 Montgomery County IDA
(LOC - Landesbank Hessen-Thuringen) 0.50 4/01/2022 7,000
20,000 New Hampshire Business Finance Auth.
(LOC - Landesbank Hessen-Thuringen) 0.50 11/01/2020 20,000
19,500 New Hampshire Business Finance Auth.
(LOC - Landesbank Hessen-Thuringen) 0.50 9/01/2025 19,500
30,000 New Hampshire Business Finance Auth.
(LOC - Landesbank Hessen-Thuringen) 0.50 4/01/2030 30,000
----------
76,500
----------
PUBLISHING (0.0%)
1,880 Washington Economic Dev. Finance Auth.
(LOC - U.S. Bank, N.A.) 0.21 1/01/2033 1,880
----------
REAL ESTATE OPERATING COMPANIES (4.2%)
3,640 Beaver Creek Enterprises, Inc.
(LOC - PNC Bank, N.A.) 0.20 3/02/2020 3,640
2,965 Cain Capital Investments, LLC
(LOC - Federal Home Loan Bank of Cincinnati) 0.32 10/01/2046 2,965
3,000 California Statewide Communities Dev. Auth.
(LOC - Wells Fargo Bank, N.A.) 0.08 9/01/2016 3,000
30,485 Carew Realty, Inc. (LOC - Fifth Third Bank) 0.32 5/01/2037 30,485
11,720 Delos, LLC (LOC - Sovereign Bank) 1.29 3/01/2037 11,720
7,040 Donegal Crossing Associates, LLC
(LOC - Federal Home Loan Bank of Pittsburgh) 0.24 8/15/2027 7,040
5,050 East Hempfield IDA (LOC - Fulton Bank) 1.45 10/15/2026 5,050
4,600 EMF, LLC (LOC - Comerica Bank, N.A.) 0.34 6/01/2042 4,600
5,285 Forsyth County (LOC - Fifth Third Bank) 0.22 1/01/2037 5,285
3,820 Fountains Apartments, LLC (LOC - Fifth Third Bank) 0.27 9/01/2036 3,820
1,750 Fulton County Housing Auth.
(LOC - Federal Home Loan Bank of Atlanta) 0.06 2/01/2041 1,750
6,850 Harlan Dev. Co., LLC (LOC - Fifth Third Bank) 0.32 12/01/2023 6,850
6,103 Harlan Dev. Co., LLC (LOC - Fifth Third Bank) 0.32 12/01/2044 6,103
|
PORTFOLIO OF INVESTMENTS | 27
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
$ 2,355 Hickory Creek Apartments, LLC
(LOC - Fifth Third Bank) 0.27% 9/01/2036 $ 2,355
900 Indianapolis (LOC - RBS Citizens, N.A.) 0.37 11/01/2042 900
1,950 Islip IDA (LOC - Citibank, N.A.) 0.40 12/01/2020 1,950
3,191 J Investments, LLC (LOC - Fifth Third Bank) 0.32 12/01/2055 3,191
1,100 Kaylian, LLC (LOC - Fifth Third Bank) 0.37 12/01/2055 1,100
6,850 Koar D' Iberville Center
(LOC - Federal Home Loan Bank of Dallas) 0.22 1/01/2033 6,850
5,180 Lodge Apartments Holdings, LLC
(LOC - Mizuho Corporate Bank, Ltd.) 0.24 3/01/2026 5,180
10,000 Metropolitan Government Nashville and
Davidson County Health and Educational
Facilities Board (LOC - Fifth Third Bank) 0.18 9/01/2036 10,000
4,000 Michigan Equity Group (LOC - Fifth Third Bank) 0.32 12/01/2034 4,000
7,150 New York City Housing Dev. Corp.
(LOC - Landesbank Hessen-Thuringen) 0.12 12/01/2036 7,149
33,570 New York City Housing Dev. Corp.
(LOC - RBS Citizens, N.A.) 0.15 3/01/2048 33,570
3,000 Pennsylvania Economic Dev. Financing Auth.
(LOC - PNC Bank, N.A.) 0.19 4/01/2035 3,000
7,390 Sugar Creek Finance Co., LLC
(LOC - Northern Trust Co.) 0.21 6/01/2042 7,390
15,550 Sunroad Centrum Apartments 23, LP
(LOC - Comerica Bank, N.A.) 0.23 8/01/2052 15,550
3,565 Syracuse IDA (LOC - Key Bank, N.A.) 0.22 10/01/2039 3,565
2,896 TKBF, LLC (LOC - Fifth Third Bank) 0.32 2/01/2108 2,896
13,935 Willow Interests, LLC (LOC - Fifth Third Bank) 0.37 4/01/2025 13,935
----------
214,889
----------
REAL ESTATE TAX/FEE (0.9%)
39,092 Irvine (LOC - KBC Bank N.V.) 0.19 9/02/2050 39,092
4,700 Jasper, Morgan, Newton, & Walton County
(LOC - JPMorgan Chase Bank, N.A.) 0.20 12/01/2020 4,700
----------
43,792
----------
REGIONAL BANKS (0.0%)
2,550 Cobb County IDA
(LOC - Federal Home Loan Bank of Atlanta) 0.18 2/01/2030 2,550
----------
RESTAURANTS (0.2%)
9,985 Ft. Myers, Inc. (LOC - Fifth Third Bank) 0.32 11/01/2017 9,985
----------
SEMICONDUCTOR EQUIPMENT (0.5%)
25,000 Saratoga County IDA
(LOC - JPMorgan Chase Bank, N.A.) 0.21 11/01/2021 25,000
----------
|
28 | USAA MONEY MARKET FUND
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
SINGLE FAMILY HOUSING (0.1%)
$ 3,975 Montgomery County (LOC - PNC Bank, N.A.) 0.16% 7/01/2039 $ 3,975
----------
SOLID WASTE DISPOSAL (0.1%)
5,100 Calcasieu Parish IDB
(LOC - JPMorgan Chase Bank, N.A.) 0.11 12/01/2024 5,100
1,200 Calcasieu Parish IDB
(LOC - JPMorgan Chase Bank, N.A.) 0.11 6/01/2025 1,200
200 Marion County IDA (LOC - SunTrust Bank) 0.24 10/01/2026 200
----------
6,500
----------
SPECIAL ASSESSMENT/TAX/FEE (0.4%)
15,000 New York MTA (LOC - KBC Bank N.V.) 0.30 11/01/2025 15,000
3,200 Sheridan Redevelopment Agency
(LOC - JPMorgan Chase Bank, N.A.) 0.31 12/01/2029 3,200
----------
18,200
----------
SPECIALIZED CONSUMER SERVICES (0.1%)
4,551 Cornerstone Funding Corp. I
(LOC - PNC Bank, N.A.) 1.16 9/01/2025 4,551
----------
SPECIALTY STORES (0.6%)
27,000 Bass Pro Rossford Development Co., LLC
(LOC - Fifth Third Bank) 0.37 11/01/2027 27,000
3,805 Spencer Co., Inc. (LOC - Federal Home
Loan Bank of Atlanta) 0.49 2/01/2021 3,805
----------
30,805
----------
STEEL (0.9%)
22,685 Decatur IDB 0.39 8/01/2036 22,685
10,000 Illinois Finance Auth. (LOC - UniCredit Bank A.G.) 1.95 2/01/2037 10,000
6,405 Klein Steel Services, Inc.
(LOC - Manufacturers & Traders Trust Co.)(a) 0.54 8/01/2025 6,405
2,330 Metaltec Steel Abrasive Co.
(LOC - Comerica Bank, N.A.) 0.24 11/01/2034 2,330
2,500 Mississippi Business Finance Corp.
(LOC - Federal Home Loan Bank of Dallas) 0.22 7/01/2020 2,500
----------
43,920
----------
TOLL ROADS (0.4%)
2,300 New York State Thruway Auth. (LIQ)(a) 0.07 4/01/2015 2,300
16,900 Orlando-Orange County Expressway Auth.
(LOC - TD Bank, N.A.) 0.04 7/01/2040 16,900
----------
19,200
----------
WATER UTILITIES (0.1%)
4,065 Beckley Water Co.
(LOC - JPMorgan Chase Bank, N.A.) 0.21 10/01/2016 4,065
----------
|
PORTFOLIO OF INVESTMENTS | 29
--------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON OR VALUE
(000) SECURITY DISCOUNT RATE MATURITY (000)
--------------------------------------------------------------------------------------------------------
WATER/SEWER UTILITY (0.4%)
$ 3,417 Hesperia Public Financing Auth.
(LOC - Bank of America, N.A.) 0.28% 6/01/2026 $ 3,417
10,000 North Hudson Sewerage Auth.
(LOC - TD Bank, N.A.) 0.16 6/01/2044 10,000
5,955 West Palm Beach Utility System (LIQ)(a) 0.08 4/01/2014 5,955
----------
19,372
----------
Total Variable-Rate Demand Notes (cost: $2,979,242) 2,979,242
----------
REPURCHASE AGREEMENTS (0.5%)
25,000 Deutsche Bank Securities, 0.08%, acquired on
07/31/2013 and due 08/01/2013 at $25,000
(collateralized by $27,408 of U.S. Treasury Note,
1.75%(c), due 05/15/2023; market
value $25,500) (cost: $25,000) 25,000
----------
TOTAL INVESTMENTS (COST: $5,152,419) $5,152,419
==========
|
--------------------------------------------------------------------------------------------------------
($ IN 000s) VALUATION HIERARCHY
--------------------------------------------------------------------------------------------------------
(LEVEL 1) (LEVEL 2) (LEVEL 3)
QUOTED PRICES OTHER SIGNIFICANT SIGNIFICANT
IN ACTIVE MARKETS OBSERVABLE UNOBSERVABLE
ASSETS FOR IDENTICAL ASSETS INPUTS INPUTS TOTAL
--------------------------------------------------------------------------------------------------------
Money Market Instruments:
Fixed-Rate Instruments $- $ 840,975 $- $ 840,975
Commercial Paper - 1,287,202 - 1,287,202
Put Bonds - 20,000 - 20,000
Variable-Rate Demand Notes - 2,979,242 - 2,979,242
Repurchase Agreements - 25,000 - 25,000
--------------------------------------------------------------------------------------------------------
Total $- $5,152,419 $- $5,152,419
--------------------------------------------------------------------------------------------------------
|
30 | USAA MONEY MARKET FUND
NOTES TO PORTFOLIO OF INVESTMENTS
July 31, 2013
o GENERAL NOTES
Values of securities are determined by procedures and practices discussed in
Note 1 to the financial statements.
The cost of securities at July 31, 2013, for federal income tax purposes, was
$5,152,419,000.
The portfolio of investments category percentages shown represent the
percentages of the investments to net assets, and, in total, may not equal
100%. A category percentage of 0.0% represents less than 0.1% of net assets.
o CATEGORIES AND DEFINITIONS
FIXED-RATE INSTRUMENTS -- consist of municipal bonds, notes, and commercial
paper. The interest rate is constant to maturity. Prior to maturity, the
market price of a fixed-rate instrument generally varies inversely to the
movement of interest rates.
COMMERCIAL PAPER -- unsecured promissory notes with maturities ranging from
two to 270 days, issued mainly by the most creditworthy corporations.
Commercial paper is usually purchased at a discount and matures at par value;
however, it may also be interest-bearing.
PUT BONDS -- provide the right to sell the bond at face value at specific
tender dates prior to final maturity. The put feature shortens the effective
maturity of the security.
VARIABLE-RATE DEMAND NOTES (VRDNs) -- provide the right to sell the security
at face value on either that day or within the rate-reset
NOTES TO PORTFOLIO OF INVESTMENTS | 31
period. The interest rate is adjusted at a stipulated daily, weekly, monthly,
quarterly, or other specified time interval to reflect current market
conditions. The effective maturity of these instruments is deemed to be less
than 397 days in accordance with detailed regulatory requirements.
o PORTFOLIO ABBREVIATION(S) AND DESCRIPTION(S)
CSD Central School District
EDA Economic Development Authority
EDC Economic Development Corp.
IDA Industrial Development Authority/Agency
IDB Industrial Development Board
IDC Industrial Development Corp.
ISD Independent School District
MTA Metropolitan Transportation Authority
CREDIT ENHANCEMENTS -- add the financial strength of the provider of the
enhancement to support the issuer's ability to repay the principal and
interest payments when due. The enhancement may be provided by a high-quality
bank, insurance company or other corporation, or a collateral trust. The
enhancements do not guarantee the values of the securities.
The USAA Money Market Fund's (the Fund) investments consist of securities
meeting the requirements to qualify at the time of purchase as "eligible
securities" under the Securities and Exchange Commission (SEC) rules
applicable to money market funds. With respect to quality, eligible securities
generally consist of securities rated in one of the two highest categories for
short-term securities or, if not rated, of comparable quality at the time of
purchase. USAA Asset Management Company (the Manager) also attempts to
minimize credit risk in the Fund through rigorous internal credit research.
(LIQ) Liquidity enhancement that may, under certain circumstances, provide
for repayment of principal and
32 | USAA MONEY MARKET FUND
interest upon demand from one of the following: Citigroup, Inc.,
Deutsche Bank A.G., Deutsche Postbank, or JPMorgan Chase Bank, N.A.
(LOC) Principal and interest payments are guaranteed by a bank letter of
credit or other bank credit agreement.
(NBGA) Principal and interest payments or, under certain circumstances,
underlying mortgages are guaranteed by a nonbank guarantee agreement
from California State Teachers' Retirement System, Citigroup, Inc.,
Minnesota General Obligation, or National Rural Utility Corp.
|
o SPECIFIC NOTES
(a) Restricted security that is not registered under the Securities Act of
1933. A resale of this security in the United States may occur in an
exempt transaction to a qualified institutional buyer as defined by Rule
144A, and as such has been deemed liquid by USAA Asset Management Company
(the Manager) under liquidity guidelines approved by the Board of Trustees
(the Board), unless otherwise noted as illiquid.
(b) Commercial paper issued in reliance on the "private placement" exemption
from registration afforded by Section 4(2) of the Securities Act of 1933.
Unless this commercial paper is subsequently registered, a resale of this
commercial paper in the United States must be effected in a transaction
exempt from registration under the Securities Act of 1933. Section 4(2)
commercial paper is normally resold to other investors through or with the
assistance of the issuer or an investment dealer who makes a market in
this security, and as such has been deemed liquid by the Manager under
liquidity guidelines approved by the Board, unless otherwise noted as
illiquid.
(c) Rates for U.S. Treasury Notes represent the stated coupon payment rate at
time of issuance.
See accompanying notes to financial statements.
NOTES TO PORTFOLIO OF INVESTMENTS | 33
STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS)
July 31, 2013
ASSETS
Investments in securities (amortized cost approximates market value) $5,152,419
Cash 8,183
Receivables:
Capital shares sold 11,167
USAA Asset Management Company (Note 4C) 125
Interest 3,445
----------
Total assets 5,175,339
----------
LIABILITIES
Payables:
Securities purchased 25,000
Capital shares redeemed 8,307
Dividends on capital shares 6
Accrued management fees 1,048
Accrued transfer agent's fees 547
Other accrued expenses and payables 205
----------
Total liabilities 35,113
----------
Net assets applicable to capital shares outstanding $5,140,226
==========
NET ASSETS CONSIST OF:
Paid-in capital $5,140,217
Accumulated undistributed net investment income 9
----------
Net assets applicable to capital shares outstanding $5,140,226
==========
Capital shares outstanding, unlimited number of shares
authorized, no par value 5,140,739
==========
Net asset value, redemption price, and offering price per share $ 1.00
==========
|
See accompanying notes to financial statements.
34 | USAA MONEY MARKET FUND
STATEMENT OF OPERATIONS (IN THOUSANDS)
Year ended July 31, 2013
INVESTMENT INCOME
Interest income $ 15,392
--------
EXPENSES
Management fees 12,051
Administration and servicing fees 5,021
Transfer agent's fees 13,118
Custody and accounting fees 618
Postage 351
Shareholder reporting fees 228
Trustees' fees 13
Registration fees 106
Professional fees 226
Other 76
--------
Total expenses 31,808
Expenses reimbursed (16,918)
--------
Net expenses 14,890
--------
NET INVESTMENT INCOME 502
--------
NET REALIZED GAIN ON INVESTMENTS
Net realized gain 81
--------
Increase in net assets resulting from operations $ 583
========
|
See accompanying notes to financial statements.
FINANCIAL STATEMENTS | 35
STATEMENTS OF CHANGES IN NET ASSETS (IN THOUSANDS)
Years ended July 31,
-----------------------------------------------------------------------------------
2013 2012
-----------------------------------------------------------------------------------
FROM OPERATIONS
Net investment income $ 502 $ 1,347
Net realized gain on investments 81 74
--------------------------
Increase in net assets resulting from operations 583 1,421
--------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (502) (1,347)
Net realized gains (150) -
--------------------------
Distributions to shareholders (652) (1,347)
--------------------------
FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold 3,654,250 3,668,242
Reinvested dividends 645 1,333
Cost of shares redeemed (3,394,505) (3,810,453)
--------------------------
Increase (decrease) in net assets from capital
share transactions 260,390 (140,878)
--------------------------
Net increase (decrease) in net assets 260,321 (140,804)
NET ASSETS
Beginning of year 4,879,905 5,020,709
--------------------------
End of year $ 5,140,226 $ 4,879,905
==========================
Accumulated undistributed net investment income:
End of year $ 9 $ 78
==========================
CHANGE IN SHARES OUTSTANDING
Shares sold 3,654,250 3,668,242
Shares issued for dividends reinvested 645 1,333
Shares redeemed (3,394,505) (3,810,453)
--------------------------
Increase (decrease) in shares outstanding 260,390 (140,878)
==========================
|
See accompanying notes to financial statements.
36 | USAA MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS
July 31, 2013
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USAA MUTUAL FUNDS TRUST (the Trust), registered under the Investment Company Act
of 1940, as amended (the 1940 Act), is an open-end management investment company
organized as a Delaware statutory trust consisting of 52 separate funds. The
information presented in this annual report pertains only to the USAA Money
Market Fund (the Fund), which is classified as diversified under the 1940 Act.
The Fund's investment objective is the highest income consistent with
preservation of capital and the maintenance of liquidity.
A. SECURITY VALUATION -- The Trust's Board of Trustees (the Board) has
established the Valuation Committee (the Committee), and subject to Board
oversight, the Committee administers and oversees the Fund's valuation
policies and procedures which are approved by the Board. Among other things,
these policies and procedures allow the Fund to utilize independent pricing
services, quotations from securities dealers, and a wide variety of sources
and information to establish and adjust the fair value of securities as
events occur and circumstances warrant.
The Committee reports to the Board on a quarterly basis and makes
recommendations to the Board as to pricing methodologies and services used by
the Fund and presents additional information to the Board regarding
application of the pricing and fair valuation policies and procedures during
the preceding quarter.
The Committee meets as often as necessary to make pricing and fair value
determinations. In addition, the Committee holds regular monthly meetings to
review prior actions taken by the Committee and USAA Asset Management Company
(the Manager). Among other
NOTES TO FINANCIAL STATEMENTS | 37
things, these monthly meetings include a review and analysis of back testing
reports, pricing service quotation comparisons, illiquid securities and fair
value determinations, pricing movements, and daily stale price monitoring.
The value of each security is determined (as of the close of trading on the
New York Stock Exchange (NYSE) on each business day the NYSE is open) as set
forth below:
1. Pursuant to Rule 2a-7 under the 1940 Act, securities in the Fund are
valued at amortized cost, which approximates market value. This method
values a security at its cost on the date of purchase and, thereafter,
assumes a constant amortization to maturity of any premiums or discounts.
2. Repurchase agreements are valued at cost, which approximates market value.
3. Securities for which amortized cost valuations are considered unreliable
or whose values have been materially affected by a significant event are
valued in good faith at fair value, using methods determined by the
Manager, an affiliate of the Fund, under procedures to stabilize net asset
value (NAV) and valuation procedures approved by the Board.
B. FAIR VALUE MEASUREMENTS -- Fair value is defined as the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The
three-level valuation hierarchy disclosed in the portfolio of investments is
based upon the transparency of inputs to the valuation of an asset or
liability as of the measurement date. The three levels are defined as
follows:
Level 1 -- inputs to the valuation methodology are quoted prices (unadjusted)
in active markets for identical securities.
Level 2 -- inputs to the valuation methodology are other significant
observable inputs, including quoted prices for similar securities, inputs
that are observable for the securities, either directly or indirectly, and
market-corroborated inputs such as market indices.
38 | USAA MONEY MARKET FUND
Level 3 -- inputs to the valuation methodology are unobservable and
significant to the fair value measurement, including the Manager's own
assumptions in determining the fair value.
The inputs or methodologies used for valuing securities are not necessarily
an indication of the risks associated with investing in those securities. For
example, money market securities are valued using amortized cost, in
accordance with rules under the 1940 Act. Generally, amortized cost
approximates the current fair value of a security, but since the value is not
obtained from a quoted price in an active market, such securities are
reflected as Level 2.
C. FEDERAL TAXES -- The Fund's policy is to comply with the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute substantially all of its income to its shareholders. Therefore, no
federal income tax provision is required.
D. INVESTMENTS IN SECURITIES -- Security transactions are accounted for on the
date the securities are purchased or sold (trade date). Gains or losses from
sales of investment securities are computed on the identified cost basis.
Interest income is recorded daily on the accrual basis. Premiums and
discounts are amortized over the life of the respective securities using the
straight-line method.
E. REPURCHASE AGREEMENTS -- The Fund may enter into repurchase agreements with
commercial banks or recognized security dealers. These agreements are
collateralized by underlying securities. The collateral obligations are
marked-to-market daily to ensure their value is equal to or in excess of the
repurchase agreement price plus accrued interest and are held by the Fund,
either through its regular custodian or through a special "tri-party"
custodian that maintains separate accounts for both the Fund and its
counterparty, until maturity of the repurchase agreement. Repurchase
agreements are subject to credit risk, and the Fund's Manager monitors the
creditworthiness of sellers with which the Fund may enter into repurchase
agreements.
NOTES TO FINANCIAL STATEMENTS | 39
F. SECURITIES PURCHASED ON A DELAYED-DELIVERY OR WHEN-ISSUED BASIS -- Delivery
and payment for securities that have been purchased by the Fund on a
delayed-delivery or when-issued basis can take place a month or more after
the trade date. During the period prior to settlement, these securities do
not earn interest, are subject to market fluctuation, and may increase or
decrease in value prior to their delivery. The Fund maintains segregated
assets with a market value equal to or greater than the amount of its
purchase commitments.
G. EXPENSES PAID INDIRECTLY -- Through arrangements with the Fund's custodian
and other banks utilized by the Fund for cash management purposes, realized
credits, if any, generated from cash balances in the Fund's bank accounts may
be used to directly reduce the Fund's expenses. Effective January 1, 2013,
the Fund's custodian suspended the bank credit arrangement. For the year
ended July 31, 2013, custodian and other bank credits reduced the Fund's
expenses by less than $500.
H. INDEMNIFICATIONS -- Under the Trust's organizational documents, its officers
and trustees are indemnified against certain liabilities arising out of the
performance of their duties to the Trust. In addition, in the normal course
of business, the Trust enters into contracts that contain a variety of
representations and warranties that provide general indemnifications. The
Trust's maximum exposure under these arrangements is unknown, as this would
involve future claims that may be made against the Trust that have not yet
occurred. However, the Trust expects the risk of loss to be remote.
I. USE OF ESTIMATES -- The preparation of financial statements in conformity
with U.S. generally accepted accounting principles requires management to
make estimates and assumptions that may affect the reported amounts in the
financial statements.
(2) LINE OF CREDIT
The Fund participates in a joint, short-term, revolving, committed loan
agreement of $500 million with USAA Capital Corporation (CAPCO), an
40 | USAA MONEY MARKET FUND
affiliate of the Manager. The purpose of the agreement is to meet temporary or
emergency cash needs, including redemption requests that might otherwise require
the untimely disposition of securities. Subject to availability, the Fund may
borrow from CAPCO an amount up to 5% of the Fund's total assets at a rate per
annum equal to the rate at which CAPCO obtains funding in the capital markets,
with no markup.
The USAA Funds that are party to the loan agreement are assessed facility fees
by CAPCO in the amount of 7.0 basis points of the amount of the committed loan
agreement. Prior to September 30, 2012, the Funds were assessed facility fees by
CAPCO in the amount of 7.5 basis points of the amount of the committed loan
agreement. The facility fees are allocated among the Funds based on their
respective average net assets for the period.
For the year ended July 31, 2013, the Fund paid CAPCO facility fees of $30,000,
which represents 8.5% of the total fees paid to CAPCO by the USAA Funds. The
Fund had no borrowings under this agreement during the year ended July 31, 2013.
(3) DISTRIBUTIONS
The character of any distributions made during the year from net investment
income or net realized gains is determined in accordance with federal tax
regulations and may differ from those determined in accordance with U.S.
generally accepted accounting principles. Also, due to the timing of
distributions, the fiscal year in which amounts are distributed may differ from
the year that the income or realized gains were recorded by the Fund.
During the current fiscal year, permanent differences between book-basis and
tax-basis accounting for distribution adjustments resulted in reclassifications
to the statement of assets and liabilities to increase accumulated undistributed
net investment income and decrease accumulated net realized gain on investments
by $5,000. These reclassifications had no effect on net assets.
NOTES TO FINANCIAL STATEMENTS | 41
The tax character of distributions paid during the years ended July 31, 2013,
and 2012, was as follows:
2013 2012
----------------------------
Ordinary income* $652,000 $1,347,000
|
* Includes distribution of short-term realized capital gains, if any, which are
taxable as ordinary income.
As of July 31, 2013, the components of net assets representing distributable
earnings on a tax basis were as follows:
Undistributed ordinary income $15,000
|
Net investment income is accrued daily as dividends and distributed to
shareholders monthly. Distributions of realized gains from security transactions
not offset by capital losses are made annually in the succeeding fiscal year or
as otherwise required to avoid the payment of federal taxes.
Under the Regulated Investment Company Modernization Act of 2010 a fund is
permitted to carry forward net capital losses indefinitely. Additionally, such
capital losses that are carried forward will retain their character as
short-term and or long-term capital losses. Post-enactment capital loss
carryforwards must be used before pre-enactment capital loss carryforwards. As a
result, pre-enactment or post-enactment capital loss carryforwards may be more
likely to expire unused.
At July 31, 2013, the Fund had no capital loss carryforwards, for federal income
tax purposes.
For the year ended July 31, 2013, the Fund did not incur any income tax,
interest, or penalties, and has recorded no liability for net unrecognized tax
benefits relating to uncertain income tax positions. On an ongoing basis the
Manager will monitor its tax positions to determine if adjustments to this
conclusion are necessary. The statute of limitations on the Fund's tax return
filings generally remain open for the three preceeding fiscal reporting year
ends and remain subject to examination by the Internal Revenue Service and state
taxing authorities.
42 | USAA MONEY MARKET FUND
(4) TRANSACTIONS WITH MANAGER
A. MANAGEMENT FEES -- The Manager carries out the Fund's investment policies and
manages the Fund's portfolio pursuant to an Advisory Agreement. The Fund's
management fees are accrued daily and paid monthly at an annualized rate of
0.24% of the Fund's average net assets for the fiscal year. For the year
ended July 31, 2013, the Fund incurred management fees, paid or payable to
the Manager, of $12,051,000.
B. ADMINISTRATION AND SERVICING FEES -- The Manager provides certain
administration and servicing functions for the Fund. For such services, the
Manager receives a fee accrued daily and paid monthly at an annualized rate
of 0.10% of the Fund's average net assets. For the year ended July 31, 2013,
the Fund incurred administration and servicing fees, paid or payable to the
Manager, of $5,021,000.
In addition to the services provided under its Administration and Servicing
Agreement with the Fund, the Manager also provides certain compliance and
legal services for the benefit of the Fund. The Board has approved the
reimbursement of a portion of these expenses incurred by the Manager. For the
year ended July 31, 2013, the Fund reimbursed the Manager $155,000 for these
compliance and legal services. These expenses are included in the
professional fees on the Fund's statement of operations.
C. EXPENSE LIMITATION -- The Manager has voluntarily agreed, on a temporary
basis, to reimburse management, administrative, or other fees to limit the
Fund's expenses and attempt to prevent a negative yield. The Manager can
modify or terminate this arrangement at any time. For the year ended July 31,
2013, the Fund incurred reimbursable expenses of $16,918,000, of which
$125,000 was receivable from the Manager.
D. TRANSFER AGENT'S FEES -- USAA Transfer Agency Company, d/b/a USAA Shareholder
Account Services (SAS), an affiliate of the Manager, provides transfer agent
services to the Fund based on an annual charge of $25.50 per shareholder
account plus out of pocket
NOTES TO FINANCIAL STATEMENTS | 43
expenses. The Fund also pays SAS fees that are related to the administration
and servicing of accounts that are traded on an omnibus basis. For the year
ended July 31, 2013, the Fund incurred transfer agent's fees, paid or payable
to SAS, of $13,118,000.
E. UNDERWRITING SERVICES -- USAA Investment Management Company provides
exclusive underwriting and distribution of the Fund's shares on a continuing
best-efforts basis and receives no commissions or fees for this service.
(5) TRANSACTIONS WITH AFFILIATES
The Manager is indirectly wholly owned by United Services Automobile Association
(USAA), a large, diversified financial services institution. At July 31, 2013,
USAA and its affiliates owned 9,022,000 shares, which represent 0.2% of the
Fund.
Certain trustees and officers of the Fund are also directors, officers, and/or
employees of the Manager. None of the affiliated trustees or Fund officers
received any compensation from the Fund.
(6) NEW ACCOUNTING PRONOUNCEMENTS
OFFSETTING ASSETS AND LIABILITIES -- In December 2011, the Financial Accounting
Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-11,
Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.
The amendments in the ASU enhance disclosures about offsetting of financial
assets and liabilities to enable investors to understand the effect of these
arrangements on a fund's financial position. In January 2013, FASB issued ASU
No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures
about Offsetting Assets and Liabilities. The amendments in ASU No. 2013-01
clarify the scope of disclosures required by ASU No. 2011-11. These ASUs are
effective for annual periods beginning on or after January 1, 2013, and interim
periods within those annual periods. The Fund believes the adoption of these
ASUs will not have a material impact on its financial statement disclosures.
44 | USAA MONEY MARKET FUND
(7) FINANCIAL HIGHLIGHTS
Per share operating performance for a share outstanding throughout each period
is as follows:
YEAR ENDED JULY 31,
--------------------------------------------------------------------------
2013 2012 2011 2010 2009
--------------------------------------------------------------------------
Net asset value at
beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------------------------------------------------------------------------
Income from investment
operations:
Net investment income .00(a) .00(a) .00(a) .00(a) .02
Net realized and
unrealized gain .00(a) .00(a) .00(a) .00(a) .00(a)
--------------------------------------------------------------------------
Total from investment
operations .00(a) .00(a) .00(a) .00(a) .02
--------------------------------------------------------------------------
Less distributions from:
Net investment income (.00)(a) (.00)(a) (.00)(a) (.00)(a) (.02)
Realized capital gains (.00)(a) - - - -
--------------------------------------------------------------------------
Total distributions (.00)(a) (.00)(a) (.00)(a) (.00)(a) (.02)
--------------------------------------------------------------------------
Net asset value at
end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
==========================================================================
Total return (%)* .01 .03(d) .02 .16(b) 1.86
Net assets at
end of period (000) $5,140,226 $4,879,905 $5,020,709 $5,317,166 $6,112,293
Ratios to average net assets:**
Expenses (%)(c) .30 .34(d) .40 .56(b) .63
Expenses, excluding
reimbursements (%)(c) .63 .65(d) .65 .62(b) -
Net investment income (%) .01 .03 .01 .17 1.83
|
* 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 July 31, 2013, average net assets were $5,021,650,000.
(a) Represents less than $0.01 per share.
(b) During the year ended July 31, 2010, SAS reimbursed the Fund $817,000 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 in the Financial
Highlights table.
(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% of average net assets.
(d) During the year ended July 31, 2012, SAS reimbursed the Fund $853,000 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
0.02%. This decrease is excluded from the expense ratios in the Financial
Highlights table.
NOTES TO FINANCIAL STATEMENTS | 45
EXPENSE EXAMPLE
July 31, 2013 (unaudited)
EXAMPLE
As a shareholder of the Fund, you incur two types of costs: direct costs, such
as wire fees, redemption fees, and low balance fees; and indirect costs,
including management fees, transfer agency fees, and other Fund operating
expenses. This example is intended to help you understand your indirect costs,
also referred to as "ongoing costs" (in dollars), of investing in the Fund and
to compare these costs with the ongoing costs of investing in other mutual
funds.
The example is based on an investment of $1,000 invested at the beginning of the
period and held for the entire six-month period of February 1, 2013, through
July 31, 2013.
ACTUAL EXPENSES
The first line of the table on the next page provides information about actual
account values and actual expenses. You may use the information in this line,
together with the amount you invested at the beginning of the period, to
estimate the expenses that you paid over the period. Simply divide your account
value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6),
then multiply the result by the number in the first line under the heading
"Expenses Paid During Period" to estimate the expenses you paid on your account
during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line of the table provides information about hypothetical account
values and hypothetical expenses based on the Fund's actual expense ratio and an
assumed rate of return of 5% per year before expenses, which is not the Fund's
actual return. The hypothetical account values and expenses may not be used to
estimate the actual
46 | USAA MONEY MARKET FUND
ending account balance or expenses you paid for the period. You may use this
information to compare the ongoing costs of investing in the Fund and other
funds. To do so, compare this 5% hypothetical example with the 5% hypothetical
examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any direct costs, such as wire fees,
redemption fees, or low balance fees. Therefore, the second line of the table is
useful in comparing ongoing costs only, and will not help you determine the
relative total costs of owning different funds. In addition, if these direct
costs were included, your costs would have been higher.
EXPENSES PAID
BEGINNING ENDING DURING PERIOD*
ACCOUNT VALUE ACCOUNT VALUE FEBRUARY 1, 2013 -
FEBRUARY 1, 2013 JULY 31, 2013 JULY 31, 2013
---------------------------------------------------------
Actual $1,000.00 $1,000.00 $1.34
Hypothetical
(5% return before expenses) 1,000.00 1,023.46 1.35
|
* Expenses are equal to the Fund's annualized expense ratio of 0.27%, which is
net of any expenses paid indirectly, multiplied by the average account value
over the period, multiplied by 181 days/365 days (to reflect the one-half-year
period). The Fund's ending account value on the first line in the table is
based on its actual total return of less than 0.01% for the six-month period
of February 1, 2013, through July 31, 2013.
EXPENSE EXAMPLE | 47
ADVISORY AGREEMENT(S)
July 31, 2013
At a meeting of the Board of Trustees (the Board) held on April 30, 2013, the
Board, including the Trustees who are not "interested persons" of the Trust (the
Independent Trustees), approved for an annual period the continuance of the
Advisory Agreement between the Trust and the Manager with respect to the Fund.
In advance of the meeting, the Trustees received and considered a variety of
information relating to the Advisory Agreement and the Manager, and were given
the opportunity to ask questions and request additional information from
management. The information provided to the Board included, among other things:
(i) a separate report prepared by an independent third party, which provided a
statistical analysis comparing the Fund's investment performance, expenses, and
fees to comparable investment companies; (ii) information concerning the
services rendered to the Fund, as well as information regarding the Manager's
revenues and costs of providing services to the Fund and compensation paid to
affiliates of the Manager; and (iii) information about the Manager's operations
and personnel. Prior to voting, the Independent Trustees reviewed the proposed
continuance of the Advisory Agreement with management and with experienced
independent counsel and received materials from such counsel discussing the
legal standards for their consideration of the proposed continuation of the
Advisory Agreement with respect to the Fund. The Independent Trustees also
reviewed the proposed continuation of the Advisory Agreement with respect to the
Fund in private sessions with their counsel at which no representatives of
management were present. At each regularly scheduled meeting of the Board and
its committees, the Board receives and reviews, among other things, information
concerning the Fund's performance and related services provided by the Manager.
At the meeting at which the renewal of the Advisory Agreement is considered,
particular focus is given to information concerning Fund performance,
comparability of fees and total expenses, and profitability. However, the
48 | USAA MONEY MARKET FUND
Board noted that the evaluation process with respect to the Manager is an
ongoing one. In this regard, the Board's and its committees' consideration of
the Advisory Agreement included information previously received at such
meetings.
ADVISORY AGREEMENT
After full consideration of a variety of factors, the Board, including the
Independent Trustees, voted to approve the Advisory Agreement. In approving the
Advisory Agreement, the Trustees did not identify any single factor as
controlling, and each Trustee attributed may have different weights to various
factors. Throughout their deliberations, the Independent Trustees were
represented and assisted by independent counsel.
NATURE, EXTENT, AND QUALITY OF SERVICES -- In considering the nature, extent,
and quality of the services provided by the Manager under the Advisory
Agreement, the Board reviewed information provided by the Manager relating to
its operations and personnel. The Board also took into account its knowledge of
the Manager's management and the quality of the performance of the Manager's
duties through Board meetings, discussions, and reports during the preceding
year. The Board considered the fees paid to the Manager and the services
provided to the Fund by the Manager under the Advisory Agreement, as well as
other services provided by the Manager and its affiliates under other
agreements, and the personnel who provide these services. In addition to the
investment advisory services provided to the Fund, the Manager and its
affiliates provide administrative services, stockholder services, oversight of
Fund accounting, marketing services, assistance in meeting legal and regulatory
requirements, and other services necessary for the operation of the Fund and the
Trust.
The Board considered the Manager's management style and the performance of its
duties under the Advisory Agreement. The Board considered the level and depth of
knowledge of the Manager, including the professional experience and
qualifications of its senior and investment personnel, as well as current
staffing levels. The allocation of the Fund's brokerage, including the Manager's
process for monitoring "best execution," also was considered. The Manager's role
in coordinating the activities of the
ADVISORY AGREEMENT(S) | 49
Fund's other service providers also was considered. The Board also considered
the Manager's risk management processes. The Board considered the Manager's
financial condition and that it had the financial wherewithal to continue to
provide the same scope and high quality of services under the Advisory
Agreement. In reviewing the Advisory Agreement, the Board focused on the
experience, resources, and strengths of the Manager and its affiliates in
managing the Fund, as well as other funds in the Trust. The Board also reviewed
the compliance and administrative services provided to the Fund by the Manager,
including the Manager's oversight of the Fund's day-to-day operations and
oversight of Fund accounting. The Trustees, guided also by information obtained
from their experiences as trustees of the Trust, also focused on the quality of
the Manager's compliance and administrative staff.
EXPENSES AND PERFORMANCE -- In connection with its consideration of the Advisory
Agreement, the Board evaluated the Fund's advisory fees and total expense ratio
as compared to other open-end investment companies deemed to be comparable to
the Fund as determined by the independent third party in its report. The Fund's
expenses were compared to (i) a group of investment companies chosen by the
independent third party to be comparable to the Fund based upon certain factors,
including fund type, comparability of investment objectives and classifications,
sales load type (in this case, retail investment companies with front-end loads
and no sales loads), asset size, and expense components (the "expense group")
and (ii) a larger group of investment companies that includes the Fund and all
other front-end load and no-load retail money market funds regardless of asset
size, excluding outliers (the "expense universe"). Among other data, the Board
noted that the Fund's management fee rate -- which includes advisory and
administrative services and the effects of any fee waivers or reimbursements --
was below the median of its expense group and its expense universe. The data
indicated that the Fund's total expense ratio, after reimbursements, was above
the median of its expense group and its expense universe. The Board took into
account management's discussion of the Fund's expenses, including the fact that
the Manager had reimbursed fund expenses during the previous year. The Board
also took into account the various services provided to the Fund by the Manager
and its affiliates,
50 | USAA MONEY MARKET FUND
including the high quality of services provided. The Board also noted the level
and method of computing the management fee. In considering the Fund's
performance, the Board noted that it reviews at its regularly scheduled meetings
information about the Fund's performance results. The Trustees also reviewed
various comparative data provided to them in connection with their consideration
of the renewal of the Advisory Agreement, including, among other information, a
comparison of the Fund's average annual total return with its Lipper index and
with that of other mutual funds deemed to be in its peer group by the
independent third party in its report (the "performance universe"). The Fund's
performance universe consisted of the Fund and all retail money market funds
regardless of asset size or primary channel of distribution. This comparison
indicated that, among other data, the Fund's performance was above the average
of its performance universe and its Lipper index for the one-, three-, and five-
year periods ended December 31, 2012. The Board also noted that the Fund's
percentile performance ranking was in the top 15% of its performance universe
for the one-year period ended December 31, 2012, was in the top 30% of its
performance universe for the three-year period ended December 31, 2012, and was
in the top 1% of its performance universe for the five-year period ended
December 31, 2012.
COMPENSATION AND PROFITABILITY -- The Board took into consideration the level
and method of computing the management fee. The information considered by the
Board included operating profit margin information for the Manager's business as
a whole. The Board also received and considered profitability information
related to the management revenues from the Fund. This information included a
review of the methodology used in the allocation of certain costs to the Fund.
In considering the profitability data with respect to the Fund, the Trustees
noted that the Manager reimbursed a portion of its management fees to the Fund.
The Trustees reviewed the profitability of the Manager's relationship with the
Fund before tax expenses. In reviewing the overall profitability of the
management fee to the Manager, the Board also considered the fact that
affiliates provide shareholder servicing and administrative services to the Fund
for which they receive compensation. The Board also considered the possible
direct and indirect benefits to the Manager from its relationship with the
Trust,
ADVISORY AGREEMENT(S) | 51
including that the Manager may derive reputational and other benefits from its
association with the Fund. The Trustees recognized that the Manager should be
entitled to earn a reasonable level of profits in exchange for the level of
services it provides to the Fund and the entrepreneurial risk that it assumes as
Manager.
ECONOMIES OF SCALE -- The Board considered whether there should be changes in
the management fee rate or structure in order to enable the Fund to participate
in any economies of scale. The Board took into account management's discussion
of the current advisory fee structure. The Board also considered the fee waiver
and expense reimbursement arrangements by the Manager. The Board also considered
the effect of the Fund's growth and size on its performance and fees, noting
that the Fund may realize additional economies of scale if assets increase
proportionally more than some expenses. The Board determined that the current
investment management fee structure was reasonable.
CONCLUSIONS -- The Board reached the following conclusions regarding the Fund's
Advisory Agreement with the Manager, among others: (i) the Manager has
demonstrated that it possesses the capability and resources to perform the
duties required of it under the Advisory Agreement; (ii) the Manager maintains
an appropriate compliance program; (iii) the performance of the Fund is
reasonable in relation to the performance of funds with similar investment
objectives and to relevant indices; (iv) the Fund's advisory expenses are
reasonable in relation to those of similar funds and to the services to be
provided by the Manager; and (v) the Manager's and its affiliates' level of
profitability from their relationship with the Fund is reasonable. Based on its
conclusions, the Board determined that continuation of the Advisory Agreement
would be in the best interests of the Fund and its shareholders.
52 | USAA MONEY MARKET FUND
TRUSTEES' AND OFFICERS' INFORMATION
TRUSTEES AND OFFICERS OF THE TRUST
The Board of Trustees (the Board) of the Trust consists of six Trustees. These
Trustees and the Trust's Officers supervise the business affairs of the USAA
family of funds. The Board is responsible for the general oversight of the
funds' business and for assuring that the funds are managed in the best
interests of each fund's respective shareholders. The Board periodically reviews
the funds' investment performance as well as the quality of other services
provided to the funds and their shareholders by each of the fund's service
providers, including USAA Asset Management Company (AMCO) and its affiliates.
The term of office for each Trustee shall be 20 years or until the Independent
Trustee reaches age 72 or an Interested Trustee reaches age 65. The Board may
change or grant exceptions from this policy at any time without shareholder
approval. A Trustee may resign or be removed by a vote of the other Trustees or
the holders of a majority of the outstanding shares of the Trust at any time.
Vacancies on the Board can be filled by the action of a majority of the
Trustees, provided that at least two-thirds of the Trustees have been elected by
the shareholders.
Set forth below are the Trustees and Officers of the Trust, their respective
offices and principal occupations during the last five years, length of time
served, and information relating to any other directorships held. Each serves on
the Board of the USAA family of funds consisting of one registered investment
company offering 52 individual funds. Unless otherwise indicated, the business
address of each is 9800 Fredericksburg Road, San Antonio, TX 78288.
If you would like more information about the funds' Trustees, you may call (800)
531-USAA (8722) to request a free copy of the funds' statement of additional
information (SAI).
TRUSTEES' AND OFFICERS' INFORMATION | 53
INTERESTED TRUSTEE(1)
DANIEL S. MCNAMARA(2, 4)
Trustee, President, and Vice Chair of the Board of Trustees
Born: December 1966
Year of Election or Appointment: 2009
President, Financial Advice and Solutions Group, USAA (2/13-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 Management
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.
NON-INTERESTED (INDEPENDENT) TRUSTEES
ROBERT L. MASON, PH.D.(2, 3, 4, 5, 6)
Trustee and Chair
Born: July 1946
Year of Election or Appointment: 1997(+)
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. Dr. Mason holds no other directorships of any publicly held
corporations or other investment companies outside the USAA family of funds.
54 | USAA MONEY MARKET FUND
BARBARA B. OSTDIEK, PH.D.(3, 4, 5, 6, 7)
Trustee
Born: March 1964
Year of Election or Appointment: 2008
Associate Professor of Finance at Jesse H. Jones Graduate School of Business at
Rice University (7/01-present); Academic Director, El Paso Corporation Finance
Center at Jesse H. Jones Graduate School of Business at Rice University
(7/02-6/12). Dr. Ostdiek brings to the Board particular experience with
financial investment management, education, and research as well as over five
years' experience as a Board member of the USAA family of funds. Dr. Ostdiek
holds no other directorships of any publicly held corporations or other
investment companies outside the USAA family of funds.
MICHAEL F. REIMHERR(3, 4, 5, 6)
Trustee
Born: August 1945
Year of Election or Appointment: 2000
President of Reimherr Business Consulting (5/95-present), an organization that
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 holds no other
directorships of any publicly held corporations or other investment companies
outside the USAA family of funds.
TRUSTEES' AND OFFICERS' INFORMATION | 55
PAUL L. MCNAMARA(3, 4, 5, 6)
Trustee
Born: July 1948
Year of Election or Appointment: 2012
Director, Cantor Opportunistic Alternatives Fund, LLC (3/10-present), which is a
closed-end fund of funds managed by Cantor Fitzgerald Investment Advisors. LLC.
Mr. McNamara retired from Lord Abbett & Co. LLC as an Executive Member in 9/09,
a position he held since 10/02. He had 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 a Board Member of the USAA family of funds. Mr. McNamara
holds no other directorships of any publicly held corporations or other
investment companies outside the USAA family of funds. Paul L. McNamara is no
relation to Daniel S. McNamara.
56 | USAA MONEY MARKET FUND
JEFFERSON C. BOYCE(3, 4, 5, 6)
Trustee
Born: September 1957
Year of Election or Appointment: 2013
Senior Managing Director, New York Life Investments, LLC (1992-2012); Vice
President, New Life Investments, LLC (1986-1992). Mr. Boyce brings to the Board
experience in financial investment management, and, in particular, institutional
and retail mutual funds, variable annuity products, broker dealers, and
retirement programs, including experience in organizational development,
marketing, product development, and money management. Mr. Boyce is a board
member of Westhab Inc., and Friends of Teboho, Inc.
(1) Indicates the Trustee is an employee of AMCO or affiliated companies
and is considered an "interested person" under the Investment Company
Act of 1940.
(2) Member of Executive Committee
(3) Member of Audit Committee
(4) Member of Pricing and Investment Committee
(5) Member of Corporate Governance Committee
(6) The address for all non-interested trustees is that of the USAA Funds,
P.O. Box 659430, San Antonio, TX 78265-9430.
(7) Dr. Ostdiek was appointed the Audit Committee Financial Expert for the
Funds' Board in November 2008.
(+) Mr. Mason was elected as Chair of the Board in January 2012.
TRUSTEES' AND OFFICERS' INFORMATION | 57
INTERESTED OFFICERS(1)
R. MATTHEW FREUND
Vice President
Born: July 1963
Year of Appointment: 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.
JOHN P. TOOHEY
Vice President
Born: March 1968
Year of Appointment: 2009
Vice President, Equity Investments, AMCO (01/12-present); Vice President, Equity
Investments, IMCO (02/09-12/11); Managing Director, AIG Investments,
(12/03-01/09).
JAMES G. WHETZEL
Secretary
Born: February 1978
Year of Appointment: 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.
58 | USAA MONEY MARKET FUND
DANIEL J. MAVICO
Assistant Secretary
Born: June 1977
Year of Appointment: 2013
Executive Director, Lead Securities Attorney, Financial Advice & Solutions Group
General Counsel, USAA (04/13-present); Attorney, Financial Advice & Solutions
Group General Counsel, USAA (04/10-04/13); Associate, Goodwin Procter LLP
(02/09-04/10); Associate, Morrison & Foerster LLP (07/07-02/09). Mr. Mavico also
serves as Assistant Secretary of IMCO, AMCO, SAS, and FAI.
ROBERTO GALINDO, JR.
Treasurer
Born: November 1960
Year of Appointment: 2008
Assistant Vice President, Portfolio Accounting/Financial Administration, USAA
(12/02-present).
WILLIAM A. SMITH
Assistant Treasurer
Born: June 1948
Year of Appointment: 2009
Vice President, Senior Financial Officer, and Treasurer, IMCO, FAI, FPS, SAS and
USAA Life (2/09-present); Vice President, Senior Financial Officer, USAA
(2/07-present).
TRUSTEES' AND OFFICERS' INFORMATION | 59
STEPHANIE HIGBY
Chief Compliance Officer
Born: July 1974
Year of Appointment: 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.
(1) Indicates those Officers who are employees of AMCO or affiliated
companies and are considered "interested persons" under the Investment
Company Act of 1940.
60 | USAA MONEY MARKET FUND
TRUSTEES Daniel S. McNamara
Robert L. Mason, Ph.D.
Barbara B. Ostdiek, Ph.D.
Michael F. Reimherr
Paul L. McNamara
Jefferson C. Boyce
--------------------------------------------------------------------------------
ADMINISTRATOR AND USAA Asset Management Company
INVESTMENT ADVISER P.O. Box 659453
San Antonio, Texas 78265-9825
--------------------------------------------------------------------------------
UNDERWRITER AND USAA Investment Management Company
DISTRIBUTOR P.O. Box 659453
San Antonio, Texas 78265-9825
--------------------------------------------------------------------------------
TRANSFER AGENT USAA Shareholder Account Services
9800 Fredericksburg Road
San Antonio, Texas 78288
--------------------------------------------------------------------------------
CUSTODIAN AND State Street Bank and Trust Company
ACCOUNTING AGENT P.O. Box 1713
Boston, Massachusetts 02105
--------------------------------------------------------------------------------
INDEPENDENT Ernst & Young LLP
REGISTERED PUBLIC 100 West Houston St., Suite 1800
ACCOUNTING FIRM San Antonio, Texas 78205
--------------------------------------------------------------------------------
MUTUAL FUND Under "My Accounts" on
SELF-SERVICE 24/7 usaa.com select "Investments,"
AT USAA.COM then "Mutual Funds"
OR CALL Under "Investments" view
(800) 531-USAA account balances, or click
(8722) "I want to...," and select
the desired action.
--------------------------------------------------------------------------------
|
Copies of the Manager's proxy voting policies and procedures, approved by the
Trust's Board of Trustees for use in voting proxies on behalf of the Fund, are
available without charge (i) by calling (800) 531-USAA (8722); (ii) at USAA.COM;
and (iii) in summary within the Statement of Additional Information on the SEC's
website at HTTP://WWW.SEC.GOV. Information regarding how the Fund voted proxies
relating to portfolio securities during the most recent 12-month period ended
June 30 is available without charge (i) at USAA.COM; and (ii) on the SEC's
website at HTTP://WWW.SEC.GOV.
The Fund files its complete schedule of portfolio holdings with the SEC for the
first and third quarters of each fiscal year on Form N-Q. These Forms N-Q are
available at no charge (i) by calling (800) 531-USAA (8722); (ii) at USAA.COM;
and (iii) on the SEC's website at HTTP://WWW.SEC.GOV. These Forms N-Q also may
be reviewed and copied at the SEC's Public Reference Room in Washington, D.C.
Information on the operation of the Public Reference Room may be obtained by
calling (800) 732-0330.
USAA --------------
9800 Fredericksburg Road PRSRT STD
San Antonio, TX 78288 U.S. Postage
PAID
USAA
--------------
>> SAVE PAPER AND FUND COSTS
Under MY PROFILE on USAA.COM select MANAGE PREFERENCES
Set your DOCUMENT PREFERENCES to USAA DOCUMENTS ONLINE.
[LOGO OF USAA]
|
USAA WE KNOW WHAT IT MEANS TO SERVE.(R)
23427-0913 (C)2013, USAA. All rights reserved.
ITEM 11. CONTROLS AND PROCEDURES
The principal executive officer and principal financial officer of USAA Mutual
Funds Trust (Trust) have concluded that the Trust's disclosure controls and
procedures are sufficient to ensure that information required to be disclosed by
the Trust in this Form N-CSR was recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms, based upon such officers' evaluation of these controls and
procedures as of a date within 90 days of the filing date of the report.
There were no significant changes or corrective actions with regard to
significant deficiencies or material weaknesses in the Trust's internal controls
or in other factors that could significantly affect the Trust's internal
controls subsequent to the date of their evaluation. The only change to the
procedures was to document the annual disclosure controls and procedures
established for the new section of the shareholder reports detailing the factors
considering by the Trust's Board in approving the Trust's advisory agreements.
ITEM 12. EXHIBITS.
(a)(1). Code of Ethics pursuant to Item 2 of Form N-CSR is filed hereto exactly
as set forth below:
CODE OF ETHICS
FOR PRINCIPAL EXECUTIVE OFFICER
AND SENIOR FINANCIAL OFFICERS
USAA MUTUAL FUNDS TRUST
I. PURPOSE OF THE CODE OF ETHICS
USAA Mutual Funds Trust (the Trust or the Funds) has adopted this code
of ethics (the Code) to comply with Section 406 of the Sarbanes-Oxley Act of
2002 (the Act) and implementing regulations of the Securities and Exchange
Commission (SEC). The Code applies to the Trust's Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer (each a Covered
Officer), as detailed in Appendix A.
The purpose of the Code is to promote:
- honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between the Covered
Officers' personal and professional relationships;
- full, fair, accurate, timely and understandable disclosure in
reports and documents that the Trust files with, or submits
to, the SEC and in other public communications made by the
Trust;
- compliance with applicable laws and governmental rules and
regulations;
- prompt internal reporting of violations of the Code to the
Chief Legal Officer of the Trust, the President of the Trust
(if the violation concerns the Treasurer), the CEO of USAA,
and if deemed material to the Funds' financial condition or
reputation, the Chair of the Trust's Board of Trustees; and
- accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to actual and apparent conflicts of interest.
II. CONFLICTS OF INTEREST
A. DEFINITION OF A CONFLICT OF INTEREST.
A conflict of interest exists when a Covered Officer's private interest
influences, or reasonably appears to influence, the Covered Officer's judgment
or ability to act in the best interests of the Funds and their shareholders. For
example, a conflict of interest could arise if a Covered Officer, or an
immediate family member, receives personal benefits as a result of his or her
position with the Funds.
Certain conflicts of interest arise out of relationships between
Covered Officers and the Funds and are already subject to conflict of interest
provisions in the Investment Company Act of 1940 (the 1940 Act) and the
Investment Advisers Act of 1940 (the Advisers Act). For example, Covered
Officers may not individually engage in certain transactions with the Funds
because of their status as "affiliated persons" of the Funds. The USAA Funds'
and USAA Investment Management Company's (IMCO) compliance programs and
procedures are designed to prevent, or identify and correct, violations of these
provisions. This Code does not, and is not intended to, repeat or replace these
programs and procedures, and such conflicts fall outside of the parameters of
this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts could arise from, or as a result of, the contractual
relationships between the Funds and AMCO of which the Covered Officers are also
officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Funds or for AMCO, or for both), be involved in establishing policies and
implementing decisions that will have different effects on AMCO and the Funds.
The participation of Covered Officers in such activities is inherent in the
contractual relationship between the Funds and AMCO and is consistent with the
performance by the Covered Officers of their duties as officers of the Funds.
Thus, if performed in compliance with the provisions of the 1940 Act and the
Advisers Act, such activities will be deemed to have been handled ethically.
B. GENERAL RULE. Covered Officers Should Avoid Actual and Apparent
Conflicts of Interest.
Conflicts of interest, other than the conflicts described in the two
preceding paragraphs, are covered by the Code. The following list provides
examples of conflicts of interest under the Code, but Covered Officers should
keep in mind that these examples are not exhaustive. The overarching principle
is that the personal interest of a Covered Officer should not be placed
improperly before the interest of the Funds and their shareholders.
Each Covered Officer must not engage in conduct that constitutes an
actual conflict of interest between the Covered Officer's personal interest and
the interests of the Funds and their shareholders. Examples of actual conflicts
of interest are listed below but are not exclusive. Each Covered Officer must
not:
- use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Funds
whereby the Covered Officer would benefit personally to the
detriment of the Funds and their shareholders;
- cause the Funds to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Funds and their shareholders.
- accept gifts, gratuities, entertainment or any other benefit from
any person or entity that does business or is seeking to do
business with the Funds DURING CONTRACT NEGOTIATIONS.
- accept gifts, gratuities, entertainment or any other benefit with
a market value over $100 per person, per year, from or on behalf
of any person or entity that does, or seeks to do, business with
or on behalf of the Funds.
- EXCEPTION. Business-related entertainment such as meals,
and tickets to sporting or theatrical events, which are
infrequent and not lavish are excepted from this
prohibition. Such entertainment must be appropriate as to
time and place, reasonable and customary in nature, modest
in cost and value, incidental to the business, and not so
frequent as to raise any question of impropriety
(Customary Business Entertainment).
Certain situations that could present the appearance of a conflict of
interest should be discussed with, and approved by, or reported to, an
appropriate person. Examples of these include:
- service as a director on the board or an officer of any public or
private company, other than a USAA company or the Trust, must be
approved by the USAA Funds' and Investment Code of Ethics
Committee and reported to the Trust.
- the receipt of any non-nominal (I.E., valued over $25) gifts from
any person or entity with which a Trust has current or prospective
business dealings must be reported to the Chief Legal Officer. For
purposes of this Code, the individual holding the title of
Secretary of the Trust shall be considered the Chief Legal Officer
of the Trust.
- the receipt of any business-related entertainment from any person
or entity with which the Funds have current or prospective
business dealings must be approved in advance by the Chief Legal
Officer unless such entertainment qualifies as Customary Business
Entertainment.
- any ownership interest in, or any consulting or employment
relationship with, any of the Trust's service providers, other
than IMCO or any other USAA company, must be approved by the CEO
of USAA and reported to the Trust's Board.
- any material direct or indirect financial interest in commissions,
transaction charges or spreads paid by the Funds for effecting
portfolio transactions or for selling or redeeming shares other
than an interest arising from the Covered Officer's employment,
such as compensation or equity ownership should be approved by the
CEO of USAA and reported to the Trust's Board.
III. DISCLOSURE AND COMPLIANCE REQUIREMENTS
- Each Covered Officer should familiarize himself with the
disclosure requirements applicable to the Funds, and the
procedures and policies implemented to promote full, fair,
accurate, timely and understandable disclosure by the Trust.
- Each Covered Officer should not knowingly misrepresent, or
cause others to misrepresent, facts about the Funds to others,
whether within or outside the Funds, including to the Funds'
Trustees and auditors, and to government regulators and
self-regulatory organizations.
- Each Covered Officer should, to the extent appropriate within
his area of responsibility, consult with other officers and
employees of the Funds and AMCO with the goal of promoting
full, fair, accurate, timely and understandable disclosure in
the reports and documents filed by the Trust with, or
submitted to, the SEC, and in other public communications made
by the Funds.
- Each Covered Officer is responsible for promoting compliance
with the standards and restrictions imposed by applicable
laws, rules and regulations, and promoting compliance with the
USAA Funds' and AMCO's operating policies and procedures.
- A Covered Officer should not retaliate against any person
who reports a potential violation of this Code in good faith.
- A Covered Officer should notify the Chief Legal Officer
promptly if he knows of any violation of the Code. Failure
to do so itself is a violation of this Code.
IV. REPORTING AND ACCOUNTABILITY
A. INTERPRETATION OF THE CODE. The Chief Legal Officer of the Trust
is responsible for applying this Code to specific situations in
which questions are presented under it and has the authority to
interpret the Code in any particular situation. The Chief Legal
Officer should consult, if appropriate, the USAA Funds' outside
counsel or counsel for the Independent Trustees. However, any
approvals or waivers sought by a Covered Officer will be
reported initially to the CEO of USAA and will be considered by
the Trust's Board of Trustees.
B. REQUIRED REPORTS
- EACH COVERED OFFICER MUST:
- Upon adoption of the Code, affirm in writing to the
Board that he has received, read and understands the
Code.
- Annually thereafter affirm to the Chief Legal Officer
that he has complied with the requirements of the Code.
- THE CHIEF LEGAL OFFICER MUST:
- report to the Board about any matter or situation
submitted by a Covered Officer for interpretation under
the Code, and the advice given by the Chief Legal
Officer;
- report annually to the Board and the Corporate
Governance Committee describing any issues that arose
under the Code, or informing the Board and Corporate
Governance Committee that no reportable issues occurred
during the year.
C. INVESTIGATION PROCEDURES
The Funds will follow these procedures in investigating and enforcing
this Code:
- INITIAL COMPLAINT. All complaints or other inquiries
concerning potential violations of the Code must be reported
to the Chief Legal Officer. The Chief Legal Officer shall be
responsible for documenting any complaint. The Chief Legal
Officer also will report immediately to the President of the
Trust (if the complaint involves the Treasurer), the CEO of
USAA and the Chair of the Trust's Audit Committee (if the
complaint involves the President) any material potential
violations that could have a material effect on the Funds'
financial condition or reputation. For all other complaints,
the Chief Legal Officer will report quarterly to the Board.
- INVESTIGATIONS. The Chief Legal Officer will take all
appropriate action to investigate any potential violation
unless the CEO of USAA directs another person to undertake
such investigation. The Chief Legal Officer may utilize USAA's
Office of Ethics to do a unified investigation under this Code
and USAA's Code of Conduct. The Chief Legal Officer may direct
the Trust's outside counsel or the counsel to the Independent
Trustees (if any) to participate in any investigation under
this Code.
- STATUS REPORTS. The Chief Legal Officer will provide monthly
status reports to the Board about any alleged violation of the
Code that could have a material effect on the Funds' financial
condition or reputation, and quarterly updates regarding all
other alleged violations of the Code.
- VIOLATIONS OF THE CODE. If after investigation, the Chief
Legal Officer, or other investigating person, believes that a
violation of the Code has occurred, he will report immediately
to the CEO of USAA the nature of the violation, and his
recommendation regarding the materiality of the violation. If,
in the opinion of the investigating person, the violation
could materially affect the Funds' financial condition or
reputation, the Chief Legal Officer also will notify the Chair
of the Trust's Audit Committee. The Chief Legal Officer will
inform, and make a recommendation to, the Board, which will
consider what further action is appropriate. Appropriate
action could include: (1) review of, and modifications to, the
Code or other applicable policies or procedures;
(2) notifications to appropriate personnel of IMCO or USAA;
(3) dismissal of the Covered Officer; and/or (4) other
disciplinary actions including reprimands or fines.
- The Board of Trustees understands that Covered
Officers also are subject to USAA's Code of Business
Conduct. If a violation of this Code also violates
USAA's Code of Business Conduct, these procedures do
not limit or restrict USAA's ability to discipline
such Covered Officer under USAA's Code of Business
Conduct. In that event, the Chairman of the Board of
Trustees will report to the Board the action taken by
USAA with respect to a Covered Officer.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Act and the implementing regulations adopted by
the SEC applicable to registered investment companies. If other policies and
procedures of the Trust, AMCO, or other service providers govern or purport to
govern the behavior or activities of Covered Officers, they are superseded by
this Code to the extent that they overlap, conflict with, or are more lenient
than the provisions of this Code. The Investment Code of Ethics (designated to
address 1940 Act and Advisers Act requirements) and AMCO's more detailed
compliance policies and procedures (including its Insider Trading Policy) are
separate requirements applying to Covered Officers and other AMCO employees, and
are not part of this Code. Also, USAA's Code of Conduct imposes separate
requirements on Covered Officers and all employees of USAA, and also is not part
of this Code.
VI. AMENDMENTS
Any amendment to this Code, other than amendments to Appendix A, must
be approved or ratified by majority vote of the Board of Trustees.
VII. CONFIDENTIALITY AND DOCUMENT RETENTION
The Chief Legal Officer shall retain material investigation documents
and reports required to be prepared under the Code for six years from the date
of the resolution of any such complaint. All reports and records prepared or
maintained pursuant to this Code will be considered confidential and shall be
maintained and protected accordingly. Except as otherwise required by law or
this Code, such matters shall not be disclosed to anyone other than the Trust's
Board of Trustees and counsel for the Independent Trustees (if any), the Trust
and its counsel, AMCO, and other personnel of USAA as determined by the Trust's
Chief Legal Officer or the Chair of the Trust's Board of Trustees.
Approved and adopted by IMCO's Code of Ethics Committee: June 12, 2003.
Approved and adopted by the Boards of Directors/Trustees of USAA Mutual Fund,
Inc., USAA Tax-Exempt Fund, Inc., USAA Investment Trust & USAA State Tax-Free
Trust: June 25, 2003.
Approved and adopted by the Board of Trustees of USAA Life Investment Trust:
August 20, 2003.
Approved and adopted as amended by IMCO's Code of Ethics Committee: August 15,
2005.
Approved and adopted as amended by the Boards of Directors/Trustees of USAA
Mutual Fund, Inc., USAA Tax-Exempt Fund, Inc., USAA Investment Trust & USAA
State Tax-Free Trust: September 14, 2005.
Approved and adopted as amended by the Board of Trustees of USAA Life Investment
Trust: December 8, 2005.
Approved and adopted as amended by IMCO's Code of Ethics Committee: August 16,
2006.
Approved and adopted by the Board of Trustees of USAA Mutual Funds Trust:
September 13, 2006.
Approved and adopted by IMCO's Code of Ethics Committee: August 28, 2007.
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Approved and adopted by the Investment Code of Ethics Committee: August 29,
2008.
Approved and adopted as amended by the Board of Trustees of USAA Mutual Funds
Trust: September 19, 2008.
Approved and adopted by the Investment Code of Ethics Committee: August 17,
2009.
Approved and adopted by the Board of Trustees of USAA Mutual Funds Trust:
September 24, 2009.
Approved and adopted by the Investment Code of Ethics Committee: August 31,
2010.
Approved and adopted by the Board of Trustees of USAA Mutual Funds Trust:
September 22, 2010.
Approved and adopted by the Investment Code of Ethics Committee: August 22,
2011.
Approved and adopted by the Board of Trustees of USAA Mutual Funds Trust:
September 20, 2011.
Approved and adopted by the Investment Code of Ethics Committee: September 4,
2012.
Approved and adopted by the Board of Trustees of USAA Mutual Funds Trust:
September 27, 2012.
APPENDIX A
COVERED OFFICERS
PRESIDENT
TREASURER
(a)(2). Certification pursuant to Rule 30a-2(a) under the Investment Company Act
of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit
99.CERT.
(a)(3). Not Applicable.
(b). Certification pursuant to Rule 30a-2(b) under the Investment Company Act
of 1940 (17 CFR 270.30a-2(b))is filed and attached hereto as Exhibit
99.906CERT.