ANNUAL REPORT - USAA 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

ANNUAL REPORTUSAA MONEY MARKET FUNDJULY 31, 2017

September 2017

Investors did not appear to worry much about risk during the reportingperiod ended July 31, 2017. They seemed comfortable with the currentmarket risk.U.S. stocks posted one record high after another following the November 2016U.S. elections. Although they remained rather flat early in the reporting period,stocks surged after the elections on optimism about the Republicans’ plans forreduced regulation, tax reform, and increased infrastructure spending. Stocksthen continued to rally, overcoming some setbacks driven by politicaluncertainty and mixed economic data, to end the reporting period muchhigher than they began. Better-than-expected corporate earnings alsosupported the market’s advance. Given the strength of the rally and how highstock prices climbed, we expected investors to show some signs of nervousness.That was not the case. Instead, the Chicago Board Options Exchange (CBOE)Volatility Index, or VIX Index, fell near its lowest level in 25 years during themonth of May 2017. The VIX Index, which is widely regarded as the “fearindex,” reflected investors’ remarkable calm as they stretched what were alreadyrich valuations. However, at USAA Investments, we view the apparentcomplacency with concern. The declines seen in stock market history wouldappear to demonstrate the danger of assuming that everything will continuemoving in the same direction. In our view, a modest pullback is possible andshould not come as a surprise to investors.Bond investors also embraced risk during the reporting period, as evidencedby the tightening of credit spreads. Credit spread is the difference in yieldsbetween corporate bonds and U.S. Treasury securities of similar maturity.When spreads are tight, there is less potential reward for the greater risk ofowning corporate bonds compared to U.S. Treasuries. During the 2008–2009financial crisis, spreads widened dramatically and stayed rather wide asinvestors demanded more return based on their perception of credit risk.More recently, with global interest rates near historic lows, investors have

PRESIDENT’S MESSAGE

“Now that the summer is over, you may want to devote some time to reviewing your financial situation.”

been willing to take on more risk for incrementally larger yields. Ultra-tightspreads can be a warning sign that corporate bonds are overvalued. Wemaintain our belief that bond investors should be paid for the risk they take.This is why we build and manage our fixed-income portfolios bond by bond,with our buying decisions based on a rigorous analysis of each individualcredit.Overall, we remained cautious at the end of the reporting period. FederalReserve (the Fed) officials have said they expect to continue increasing short-term interest rates. They raised the federal funds target rate three times duringthe reporting period and also announced plans to trim the size of the Fed’sbalance sheet. The balance sheet has grown as a result of quantitative easing asthe Fed purchased U.S. Treasury securities and mortgage-backed securities inits efforts to push down longer-term interest rates and bolster the U.S. economy.No one knows how the unwinding of these purchases will impact interest rates.If the Fed acts quickly, longer-term interest rates may rise more swiftly thanexpected. If it reduces the balance sheet slowly, longer-term interest rates arelikely to rise gradually. At the time of this writing, we do not anticipate quickaction by the Fed. Accordingly, we think shareholders can continue to collectcurrent income without worrying too much about a drop in bond prices.Meanwhile, school is back in session. Now that the summer is over, you maywant to devote some time to reviewing your financial situation. If you wouldlike assistance, please give our financial advisors a call. At USAA Investments,we are committed to helping you meet your financial objectives.Rest assured that we will continue to monitor economic conditions, Fed policy,the direction of longer-term interest rates, political developments, and otherissues that have the potential to affect your investments. From all of us here atUSAA Investments, thank you for allowing us to help with your investmentneeds.Sincerely,

Brooks EnglehardtPresidentUSAA Investments

Investments provided by USAA Investment Management Company and USAA Financial Advisors, Inc.,both registered broker-dealers, and affiliates. Financial planning services and financial advice provided byUSAA Financial Planning Services Insurance Agency, Inc. (known as USAA Financial Insurance Agencyin California, License # 0E36312), a registered investment adviser and insurance agency and its whollyowned subsidiary, USAA Financial Advisors, Inc., a registered broker dealer.

TABLE OF CONTENTS

Fund Objective 1

Manager’s Commentary on the Fund 2

Investment Overview 5

Shareholder Voting Results 9

Financial Information

Distributions to Shareholders 10

Report of Independent Registered Public Accounting Firm 11

Portfolio of Investments 12

Notes to Portfolio of Investments 24

Financial Statements 27

Notes to Financial Statements 30

Expense Example 39

Advisory Agreement 41

Trustees’ and Officers’ Information 46

This report is for the information of the shareholders and others who have received a copy of thecurrently effective prospectus of the Fund, managed by USAA Asset Management Company. It maybe used as sales literature only when preceded or accompanied by a current prospectus, whichprovides further details about the Fund.

©2017, USAA. All rights reserved.

FUND OBJECTIVE

The USAA Money Market Fund (the Fund) seeks the highest incomeconsistent 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-termdebt securities of domestic and foreign issuers that have been determined topresent minimal credit risk and comply with strict Securities and ExchangeCommission (SEC) guidelines applicable to money market funds.

Fund Objective | 1

IRA DISTRIBUTION WITHHOLDING DISCLOSUREWe generally must withhold federal income tax at a rate of 10% of the taxable portionof your distribution and, if you live in a state that requires state income tax withholding,at your state’s tax rate. However, you may elect not to have withholding apply or to haveincome tax withheld at a higher rate. Any withholding election that you make will applyto any subsequent distribution unless and until you change or revoke the election. If youwish to make a withholding election or change or revoke a prior withholding election,call (800) 531-USAA (8722) or (210) 531-8722.If you do not have a withholding election in place by the date of a distribution, federalincome tax will be withheld from the taxable portion of your distribution at a rate of10%. If you must pay estimated taxes, you may be subject to estimated tax penalties ifyour estimated tax payments are not sufficient and sufficient tax is not withheld fromyour distribution.For more specific information, please consult your tax adviser.

MANAGER’SCOMMENTARYON THE FUND

Tony EraUSAA Asset Management Company

■ What were market conditions during the reporting period?

The first few months of the reporting period ended July 31, 2017, wererather uneventful as investors generally focused on mixed U.S. economicdata and the timing of a possible Federal Reserve (the Fed) interest rateincrease. Although Fed chair Janet Yellen said in August 2016 that theodds of an interest rate increase had “strengthened,” the U.S. centralbank remained on hold at both its September and November 2016policy meetings. The much-anticipated interest rate increase came inmid-December 2016, when the Fed raised the federal funds target rate by0.25%. Policymakers also said they planned three interest rate increasesduring 2017. They did not take action in either January or February 2017.However, improving economic data, including signs of strength in thelabor market, led the Fed to raise the federal funds target rate by 0.25%during March 2017. Fed officials then paused until their June 2017 policymeeting at which time they raised the federal funds target rate another0.25% to a range between 1.00% to 1.25%. Policymakers also said theywould begin reducing the size of the Fed’s balance sheet, probably laterin 2017, by gradually decreasing the reinvestment of maturing holdingsof U.S. Treasury securities and government-sponsored mortgage-backedsecurities.

The Fed’s interest rate increases resulted in an increase in interest ratesfor taxable money market securities. Correspondingly, yields on moneymarket funds moved off their historical lows. Overall, investorscontinued to rely on money market funds, though absolute yields

2 | USAA Money Market Fund

remained low during the reporting period, for the low risk and liquiditythey offered.

■ How did the USAA Money Market Fund (the Fund) performduring the reporting period?

For the reporting period ended July 31, 2017, the seven-day yield for theFund was 0.70%. The total return for the same period was 0.31%,compared to an average of 0.40% for all money market funds ranked byiMoneyNet, Inc.

USAA Asset Management Company (the Manager) is the Fund’sinvestment adviser. The investment adviser provides day-to-daydiscretionary management for the Fund’s assets.

■ What were your strategies in this environment?

During the reporting period, we continued to invest in commercialpaper, Yankee certificates of deposit (CDs), and corporate notes. Wemoderated the Fund’s investments in variable rate demand notes(VRDNs) as strong demand made them less attractive in terms ofrelative value. VRDNs tend to benefit when interest rates rise because ofthe frequency of their interest rate reset feature. The VRDNs owned bythe Fund also give us flexibility because they can be sold at par (100% offace value) upon notice of seven days or less. In addition, most of theseVRDNs are guaranteed by a bank letter of credit for the payment of

Refer to page 6 for the benchmark definition.

Past performance is no guarantee of future results.

Manager’s Commentary on the Fund | 3

both principal and interest, providing the Fund with a degree of safetyand liquidity.

As always, we relied on our team of analysts to help us identify securitiesthat represented relative value. These specialists also continue to analyzeand monitor every holding in the portfolio.

Thank you for your continued investment in the Fund.


As interest rates rise, bond prices generally fall; given the historically low interest rate environment,risks associated with rising interest rates may be heightened. • Variable-rate demand notes (VRDNs) aresecurities which the interest rate is reset periodically; typically weekly, although reset intervals may vary.

Investment Overview | 5

INVESTMENT OVERVIEW

USAA MONEY MARKET FUND (THE FUND)(Ticker Symbol: USAXX)

7/31/17 7/31/16

Net Assets $4.5 Billion $5.6 BillionNet Asset Value Per Share $1.00 $1.00Dollar-Weighted Average

Portfolio Maturity† 47 Days 32 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 7/31/171 Year 5 Years 10 Years0.31% 0.07% 0.60%

7- DAY YIELDS AS OF 7/31/17Unsubsidized 0.70% Subsidized 0.70%

EXPENSE RATIO AS OF 7/31/16*

0.62%The performance data quoted represents past performance and is no guarantee offuture results. Current performance may be higher or lower than the performancedata quoted. The return and principal value of an investment will fluctuate, so thatan investor’s shares, when redeemed, may be worth more or less than their originalcost. 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 paidindirectly and including any acquired fund fees and expenses, as reported in the Fund’s prospectus datedDecember 1, 2016, and is calculated as a percentage of average net assets. The expense ratio may differ fromthe expense ratio disclosed in the Financial Highlights, which excludes acquired fund fees and expenses.You could lose money by investing in the Fund. Although this Fund seeks to preserve the value of yourinvestment at $1 per share, it cannot guarantee to do so. The Fund may impose a fee upon the sale ofyour shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls belowrequired minimums because of market conditions or other factors. An investment in this Fund is not adeposit in USAA Federal Savings Bank, or any other bank, and is not insured or guaranteed by theFederal Deposit Insurance Corporation (FDIC) or any other government agency. The Fund’s sponsor hasno legal obligation to provide financial support to the Fund, and you should not expect that the sponsorwill provide financial support to the Fund at any time.Total return measures the price change in a share assuming the reinvestment of all net investment income andrealized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to theenclosed financial statements in accordance with U.S. generally accepted accounting principles or thededuction of taxes that a shareholder would pay on net investment income and realized capital gaindistributions, including reinvested distributions, or redemptions of shares. Yields and returns fluctuate. Theseven-day yield quotation more closely reflects current earnings of the Fund than the total return quotation.


■ 7-DAY YIELD COMPARISON ■

7/16 12/16 1/17 2/17 3/17 6/1711/16 5/1710/16 4/179/16 7/178/16

USAA Money Market Fund 0.67%

iMoneyNet Average 0.74%

0.00%

0.50%

0.60%

0.30%

0.40%

0.70%

0.80%

0.10%

0.20%

0.90%

Data represents the last Tuesday of each month. Ending date 7/25/17.

The graph tracks the USAA Money Market Fund’s seven-day yield againstan average of first-tier major money market fund yields calculated byiMoneyNet, Inc. iMoneyNet, Inc. is an organization that tracks theperformance of money market funds.

Past performance is no guarantee of future results.

Investment Overview | 7

■ CUMULATIVE PERFORMANCE OF $10,000 ■

The graph illustrates the performance of a hypothetical $10,000 investment inthe USAA Money Market Fund.

Past performance is no guarantee of future results. The cumulative performance quoted assumesreinvestment of all net investment income and realized capital gain distributions and does not reflect thededuction 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.

7/07 7/08 7/09 7/10 7/11 7/12 7/13 7/15 7/16 7/17$9,000

$14,000

$13,000

$12,000

$11,000

$10,000

USAA Money Market Fund $10,622

7/14

$10,622

Data from 7/31/07 through 7/31/17.


■ PORTFOLIO MIX – 7/31/17 ■

Variable-RateDemand Notes

30.2%

Fixed-RateInstruments

25.4%

U.S. Treasury Securities

4.8%

Adjustable-RateNotes

23.3%

Commercial Paper

10.1%

RepurchaseAgreements

4.0%

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 12-23.

SHAREHOLDERVOTING RESULTS

Shareholders Voting Results | 9

On March 22, 2017, a meeting of shareholders was held to vote on aproposal relating to the USAA mutual funds. Shareholders of record onJanuary 12, 2017, were entitled to vote on the proposal shown below. Theproposal was approved by the shareholders.

PROPOSAL

Election of new members to the Funds’ Board of Trustees including there-election of Daniel S. McNamara, Robert L. Mason, Ph.D., Paul L.McNamara, Barbara B. Ostdiek, Ph.D., and Michael F. Reimherr.

Number of shares voting

Trustees For Votes Withheld

Daniel S. McNamara 9,689,863,032 376,756,871Robert L. Mason, Ph.D. 9,714,117,381 352,502,522Jefferson C. Boyce 9,717,710,105 348,909,798Dawn M. Hawley 9,714,577,808 352,042,095Paul L. McNamara 9,668,206,065 398,413,838Richard Y. Newton III 9,665,513,520 401,106,382Barbara B. Ostdiek, Ph.D. 9,715,801,431 350,818,472Michael F. Reimherr 9,711,558,498 355,061,405


DISTRIBUTIONS TO SHAREHOLDERS

The following federal tax information related to the Fund’s fiscal year endedJuly 31, 2017, is provided for information purposes only and should not beused for reporting to federal or state revenue agencies. Federal taxinformation for the calendar year will be reported to you on Form 1099-DIVin January 2018.

With respect to distributions paid, the Fund designates the followingamounts (or, if subsequently determined to be different, the maximumamount allowable) for the fiscal year ended July 31, 2017:

Long-Term Qualified Capital Gain Interest Distributions(1) Income $559,000 $14,066,000

(1) Pursuant to Section 852 of the Internal Revenue Code.

For the fiscal year ended July 31, 2017, the Fund hereby designates themaximum amount allowable of its net taxable income as qualified dividendstaxed at individual net capital gain rates.

REPORT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm | 11

The Shareholders and Board of Trustees of USAA Money Market Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolioof investments, of the USAA Money Market Fund (one of the portfolios constituting USAAMutual Funds Trust) (the “Fund”) as of July 31, 2017, and the related statement of operationsfor the year then ended, the statements of changes in net assets for each of the two years in theperiod then ended, and the financial highlights for each of the five years in the period thenended. These financial statements and financial highlights are the responsibility of the Fund’smanagement. Our responsibility is to express an opinion on these financial statements andfinancial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company AccountingOversight Board (United States). Those standards require that we plan and perform the auditto obtain reasonable assurance about whether the financial statements and financial highlightsare free of material misstatement. We were not engaged to perform an audit of the Fund’sinternal control over financial reporting. Our audits included consideration of internal controlover financial reporting as a basis for designing audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of theFund’s internal control over financial reporting. Accordingly, we express no such opinion. Anaudit also includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements and financial highlights, assessing the accounting principles usedand significant estimates made by management, and evaluating the overall financial statementpresentation. Our procedures included confirmation of securities owned as of July 31, 2017,by correspondence with the custodian and brokers or by other appropriate auditing procedureswhere replies from brokers were not received. We believe that our audits provide a reasonablebasis 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, 2017,the results of its operations for the year then ended, the changes in its net assets for each of thetwo years in the period then ended, and the financial highlights for each of the five years in theperiod then ended, in conformity with U.S. generally accepted accounting principles.

San Antonio, TexasSeptember 22, 2017


July 31, 2017

FIXED-RATE INSTRUMENTS (25.4%)Diversified Banks (19.8%)

$ 16,515 Bank of America Corp. 6.40% 8/28/2017 $ 16,575103,383 Bank of America Corp. 5.75 12/01/2017 104,830

45,000 Bank of America Corp. 2.00 1/11/2018 45,08250,000 Bayerische Landesbank 1.35 10/25/2017 50,00030,000 Bayerische Landesbank 1.55 2/15/2018 30,00040,000 Canadian Imperial Bank of Commerce 1.33 1/19/2018 40,00030,000 Canadian Imperial Bank of Commerce 1.47 4/05/2018 30,00015,000 Citigroup, Inc. 1.70 4/27/2018 14,99725,000 DnB NOR Bank ASA 1.40 4/17/2018 25,00019,673 JPMorgan Chase Bank, N.A. 6.00 10/01/2017 19,82130,000 Landesbank Baden-Wurttemberg 1.35 8/10/2017 30,00030,000 Landesbank Baden-Wurttemberg 1.17 8/22/2017 30,00025,000 Landesbank Baden-Wurttemberg 1.42 12/19/2017 25,00035,000 Landesbank Baden-Wurttemberg 1.62 2/12/2018 35,00048,000 Landesbank Baden-Wurttemberg 1.60 4/03/2018 48,00040,000 Mizuho Bank Ltd. 1.35 10/26/2017 40,00025,000 Natixis 1.35 11/28/2017 25,00050,000 Natixis 1.38 12/04/2017 50,00025,000 Norinchukin Bank 1.39 12/18/2017 25,00025,000 Norinchukin Bank 1.40 1/22/2018 25,00030,000 Societe Generale 1.24 8/09/2017 30,00040,000 Societe Generale 1.46 1/24/2018 40,00030,000 Sumitomo Mitsui Banking Corp. 1.35 9/22/2017 30,00030,000 Sumitomo Mitsui Banking Corp. 1.35 10/24/2017 30,00051,775 Wells Fargo & Co. 1.50 1/16/2018 51,752

891,057Diversified Capital Markets (2.3%)

50,000 Credit Suisse AG 1.41 10/27/2017 50,00025,000 Credit Suisse AG 1.41 11/06/2017 25,00030,000 Deutsche Bank 1.61 9/05/2017 30,000

105,000Investment Banking & Brokerage (2.7%)

86,736 Goldman Sachs Group, Inc. 6.15 4/01/2018 89,27433,849 Morgan Stanley 1.88 1/05/2018 33,893

123,167

PrincipalAmount Coupon Final Value(000) Security Rate Maturity (000)

PORTFOLIO OF INVESTMENTS

Portfolio of Investments | 13

Other Diversified Financial Services (0.6%)$ 25,000 Toronto-Dominion Bank 1.30% 11/01/2017 $ 25,000

Total Fixed-Rate Instruments (cost: $1,144,224) 1,144,224

COMMERCIAL PAPER (10.1%)Asset-Backed Financing (7.2%)

14,000 Crown Point Capital Co.(a),(b) 1.18 8/02/2017 14,00020,000 Crown Point Capital Co.(a),(b) 1.20 8/03/2017 19,99930,000 Gotham Funding Corp.(a),(b) 1.08 8/01/2017 30,00020,000 Gotham Funding Corp.(a),(b) 1.22 8/31/2017 19,98024,000 Gotham Funding Corp.(a),(b) 1.25 9/25/2017 23,95427,000 LMA Americas, LLC(a),(b) 1.26 8/04/2017 26,997

8,000 LMA Americas, LLC(a),(b) 1.15 8/07/2017 7,99812,000 LMA Americas, LLC(a),(b) 1.23 8/17/2017 11,99325,000 LMA Americas, LLC(a),(b) 1.46 10/03/2017 24,93620,000 Manhattan Asset Funding Co.(a),(b) 1.21 8/21/2017 19,987

8,000 Nieuw Amsterdam Receivable(a),(b) 1.12 8/03/2017 8,00025,000 Sheffield Receivable Co., LLC(a),(b) 1.18 8/01/2017 25,00017,500 Sheffield Receivable Co., LLC(a),(b) 1.20 8/07/2017 17,49628,000 Sheffield Receivable Co., LLC(a),(b) 1.38 9/12/2017 27,95524,110 Sheffield Receivable Co., LLC(a),(b) 1.53 10/02/2017 24,04624,000 Sheffield Receivable Co., LLC(a),(b) 1.52 10/16/2017 23,923

326,264Automobile Manufacturers (1.0%)

18,000 Hyundai Capital America(a),(b) 1.40 8/08/2017 17,99515,000 Hyundai Capital America(a),(b) 1.31 8/11/2017 14,99410,000 Hyundai Capital America(a),(b) 1.37 8/18/2017 9,994

42,983Automotive Retail (1.0%)

13,000 Autozone, Inc.(a),(b) 1.37 8/11/2017 12,99515,000 Autozone, Inc.(a),(b) 1.33 8/16/2017 14,99216,000 Autozone, Inc.(a),(b) 1.33 8/17/2017 15,990

43,977Diversified Chemicals (0.3%)

15,000 Ei Du Pont De Nemours(a),(b) 1.36 8/09/2017 14,996Electric Utilities (0.6%)

11,500 Pacific Gas & Electric(a),(b) 1.30 8/04/2017 11,49917,500 Pacific Gas & Electric(a),(b) 1.30 8/08/2017 17,495

28,994Total Commercial Paper (cost: $457,214) 457,214


VARIABLE-RATE DEMAND NOTES (30.2%)Airport/Port (0.2%)

$ 11,200 New Jersey EDA (LOC - Banco Santander SA) 1.03% 7/01/2030 $ 11,200Aluminum (0.2%)

7,815 Hancock County (LOC - Wells Fargo & Co.) 0.97 4/01/2028 7,815Apparel, Accessories & Luxury Goods (0.1%)

4,290 St. Charles Parish (LOC - Federal Home Loan Bankof Atlanta) 1.24 9/01/2024 4,290

Auto Parts & Equipment (0.1%)3,565 Illinois Finance Auth. (LOC - Federal Home Loan

Bank of Chicago) 1.27 7/01/2040 3,565

Automotive Retail (0.3%)12,500 Opus Inspection, Inc. (LOC - Swedbank AB) 1.24 6/01/2032 12,500

Building Products (0.9%)2,325 Atchison (LOC - Key Bank, N.A.) 0.94 1/01/2033 2,3253,850 Cornell Iron Works, Inc. (LOC - Bank of America Corp.) 1.43 4/01/2019 3,8501,600 Delaware EDA (LOC - Key Bank, N.A.) 0.94 4/01/2023 1,6003,485 Moondance Enterprises, LP

(LOC - PNC Financial Services Group) 1.24 11/01/2020 3,48528,750 Union County (LOC - SunTrust Bank) 1.18 10/01/2027 28,750

40,010

Commercial Printing (0.0%)1,741 Fairway, LLC (LOC - Federal Home Loan Bank of

San Francisco) 1.24 12/01/2023 1,741

Construction Materials (0.6%)1,855 Franklin IDB (LOC - Federal Home Loan Bank of

Chicago) 1.01 7/01/2032 1,85526,625 Yavapai County IDA (LOC - Bank of Nova Scotia) 1.31 9/01/2035 26,625

28,480

Distributors (0.3%)14,405 Bhavnani, LLC (LOC - U.S. Bancorp) 1.19 5/01/2038 14,405

Diversified Chemicals (1.2%)4,000 Brazos Harbor IDC 1.03 10/01/2036 4,000

19,000 Brazos Harbor IDC 1.03 5/01/2038 19,00016,000 Brazos River Harbor Navigation District 1.03 5/01/2036 16,00015,000 Port of Port Arthur Navigation District 1.03 4/01/2037 15,000

54,000




Diversified Real Estate Activities (2.0%)$ 25,000 Fiore Capital, LLC (LOC - Wells Fargo & Co.) 1.20% 8/01/2045 $ 25,000

11,545 Kansas City Tax Financing Commission(LOC - Key Bank, N.A.) 1.25 6/01/2024 11,545

27,030 Paca-Pratt Associates, Inc. (LOC - Manufacturers& Traders Trust Co.) 1.68 1/01/2038 27,030

12,555 Pinnacle Properties Dev. Group, LLC (LOC - Federal Home Loan Bank of Cincinnati) 1.24 6/15/2041 12,555

12,020 Stobro Co., LP (LOC - Federal Home LoanBank of Pittsburgh) 1.20 1/01/2032 12,020

88,150

Education (1.0%)6,255 Colorado Educational and Cultural Facilities Auth.

(LOC - Fifth Third Bank) 0.79 1/01/2029 6,25518,000 Michigan State Finance Auth.

(LOC - PNC Financial Services Group) 1.17 9/01/2050 18,00022,170 Univ. of Illinois (LOC - Northern Trust Corp.) 1.18 4/01/2044 22,170

46,425

Education Services (1.8%)4,815 Harvest Time Tabernacle, Inc.

(LOC - Federal Home Loan Bank of Dallas) 7.00 8/01/2037 4,81574,500 Michigan State Finance Auth.

(LOC - JP Morgan Chase & Co.) 1.10 9/01/2053 74,5001,180 Summit Country Day School (LOC - U.S. Bancorp) 1.50 2/01/2019 1,180

80,495

Electric Utilities (2.4%)5,000 Collier County IDA (LOC - Wells Fargo & Co.) 0.87 10/01/2025 5,000

29,000 Escambia County 0.83 4/01/2039 29,00024,200 Indiana Dev. Finance Auth. 0.96 12/01/2038 24,200

7,250 Mobile IDB 0.90 9/01/2031 7,25020,000 Mobile IDB 0.96 6/01/2034 20,00024,900 St. Lucie County 0.79 9/01/2028 24,900

110,350

Electric/Gas Utilities (1.7%)55,000 Columbia IDB 0.84 12/01/2037 55,00020,400 Sweetwater County (LOC - Bank of Nova Scotia) 0.80 11/01/2025 20,400

75,400

Electronic Equipment & Instruments (0.1%)4,310 Putnam County IDA (LOC - Citizens Financial Group) 1.06 7/01/2032 4,310


Food Distributors (0.1%)$ 4,180 Mississippi Business Finance Corp.

(LOC - Federal Home Loan Bank of Dallas) 1.35% 8/01/2021 $ 4,180

Food Retail (0.5%)20,000 Altoona-Blair County Dev. Corp.

(LOC - PNC Financial Services Group)(a) 1.27 4/01/2035 20,0001,330 Food Supply, Inc. (LOC - SunTrust Bank) 1.18 5/01/2024 1,330

21,330

Forest Products (0.1%)3,000 Rex Lumber, LLC (LOC - Federal Home Loan

Bank of Dallas) 1.24 2/01/2022 3,000

General Merchandise Stores (0.2%)7,805 Marion EDA (LOC - Key Bank, N.A.) 1.30 2/01/2035 7,805

General Obligation (0.3%)14,345 Michigan Charter Township of Commerce

(LOC - PNC Financial Services Group) 1.25 10/01/2034 14,345

Health Care Equipment (0.2%)1,240 Labcon North America (LOC - BNP Paribas) 1.22 1/01/2040 1,2407,700 Labcon North America (LOC - BNP Paribas) 1.22 6/01/2044 7,700

8,940

Health Care Facilities (1.5%)14,970 BJ Financing, LLC (LOC - Bank of Montreal) 1.20 12/01/2037 14,970

7,865 Bronson Lifestyle Improvement & ResearchCenter (LOC - Fifth Third Bank) 1.27 9/01/2030 7,865

1,665 Columbia County IDA (LOC - HSBC Bank USA, Inc.) 1.30 7/01/2027 1,6651,580 HP LRHS Land, LLC (LOC - U.S. Bancorp) 1.22 10/01/2030 1,5802,865 Louisiana Public Facilities Auth.

(LOC - Capital One, N.A.) 1.36 7/01/2028 2,8651,100 MBE Investment Co., LLC

(LOC - Comerica Bank, N.A.) 7.00 2/01/2051 1,1002,620 MCE MOB IV, LP (LOC - PNC

Financial Services Group) 1.24 8/01/2022 2,6203,270 Medical Center of Athens

(LOC - Federal Home Loan Bank of Atlanta) 1.53 9/01/2032 3,2707,180 MediLucent MOB I, LP

(LOC - PNC Financial Services Group) 1.24 8/01/2030 7,18011,375 MMC Corp. (LOC - JP Morgan Chase & Co.) 1.75 11/01/2035 11,375

2,995 Onondaga County IDA (LOC - HSBC Bank USA, Inc.) 1.24 1/01/2023 2,9954,935 Sawmill Creek Lodge Co. (LOC - Fifth Third Bank) 1.29 10/01/2026 4,9352,200 Syracuse IDA (LOC - HSBC Bank USA, Inc.) 1.24 1/01/2023 2,200




$ 2,770 Tallahassee Orthopedic Center, L.C. (LOC - Wells Fargo & Co.) 1.24% 4/03/2034 $ 2,770

67,390Health Care Services (0.3%)

5,640 Kaneville Road Joint Venture (LOC - Federal Home Loan Bank of Chicago) 1.24 11/01/2032 5,640

5,715 Vold Vision Ventures, LLC (LOC - Federal Home Loan Bank of Dallas) 7.00 10/01/2039 5,715

11,355Home Furnishings (0.1%)

2,440 Caddo Parish IDB (LOC - Capital One, N.A.) 1.13 7/01/2024 2,4402,300 Walton County Industrial Building Auth.

(LOC - Wells Fargo & Co.) 1.23 10/01/2017 2,3004,740

Home Improvement Retail (0.1%)4,650 Brookhaven IDA (LOC - Capital One, N.A.) 1.24 1/01/2025 4,650

Homebuilding (0.2%)11,300 Knox (LOC - SunTrust Bank) 1.20 2/01/2046 11,300

Hospital (0.1%)2,790 Albany IDA (LOC - Citizens Financial Group) 1.24 5/01/2035 2,790

Hotels, Resorts & Cruise Lines (0.1%)3,120 Connecticut Dev. Auth.

(LOC - Toronto-Dominion Bank) 1.33 12/01/2028 3,1201,445 Doghouse Properties, LLC

(LOC - Federal Home Loan Bank of Atlanta) 1.24 5/01/2027 1,4454,565

Household Appliances (0.0%)530 Stark County (LOC - Key Bank, N.A.) 0.94 6/01/2018 530

Industrial Machinery (0.2%)4,736 Allegheny County IDA

(LOC - PNC Financial Services Group) 1.32 11/01/2027 4,7362,510 Fulton County Dev. Auth.

(LOC - Federal Home Loan Bank of Atlanta) 1.02 5/01/2030 2,510380 Michigan Strategic Fund Ltd.

(LOC - Fifth Third Bank) 0.97 3/01/2023 380955 South Carolina Jobs EDA (LOC - Key Bank, N.A.) 0.94 4/01/2022 955

8,581Leisure Facilities (0.7%)

10,370 Ballenisles Country Club, Inc. (LOC - Bank of America Corp.) 1.40 12/01/2022 10,370


$ 4,005 Cattail Creek Country Club, Inc. (LOC - Manufacturers & Traders Trust Co.) 1.68% 3/01/2031 $ 4,005

9,550 CEI Capital, LLC (LOC - Fifth Third Bank) 1.25 3/01/2033 9,5509,400 Turfway Park, LLC (LOC - Fifth Third Bank) 1.39 7/01/2022 9,400

33,325Life & Health Insurance (0.1%)

2,670 2016 David Pearl Irrevocable Trust (LOC - Federal Home Loan Bank of Dallas) 1.24 11/01/2036 2,670

Movies & Entertainment (0.4%)14,110 Esplanade Theatres, LLC

(LOC - Federal Home Loan Bank of Dallas) 1.30 11/01/2042 14,1102,500 Kenner Theatres, LLC

(LOC - Federal Home Loan Bank of Dallas) 1.30 2/01/2042 2,50016,610

Multifamily Housing (3.1%)61,540 New York Housing Finance Agency

(LOC - Landesbank Hessen-Thuringen) 0.83 5/01/2041 61,5406,100 New York Housing Finance Agency

(LOC - Landesbank Hessen-Thuringen) 1.05 5/01/2041 6,10040,400 New York Housing Finance Agency

(LOC - Landesbank Hessen-Thuringen) 1.25 11/01/2044 40,400905 Vermont Housing Finance Agency

(LOC - Key Bank, N.A.) 0.94 1/01/2038 9054,965 West Bend Housing Auth. (LOC - Federal Home

Loan Bank of Chicago) 1.01 9/01/2035 4,96524,600 Yonkers IDA (LOC - Manufacturers &

Traders Trust Co.) 1.12 12/01/2038 24,600138,510

Municipal Finance (0.3%)14,800 Montgomery County Public Building Auth.

(LOC - Bank of America Corp.) 0.79 7/01/2038 14,800Nursing/CCRC (0.0%)

1,850 Berks County Municipal Auth. (LOC - Citizens Financial Group) 1.40 5/15/2022 1,850

335 Roanoke County EDA (LOC - BB&T Corp.) 2.23 10/01/2028 3352,185

Oil & Gas Refining & Marketing (1.1%)25,000 Port of Port Arthur Navigation District 1.51 12/01/2027 25,000

8,000 Port of Port Arthur Navigation District 1.25 4/01/2040 8,00017,000 Port of Port Arthur Navigation District 1.25 11/01/2040 17,000

50,000




Packaged Foods & Meat (0.3%)$ 2,315 Brewster Dairy, Inc. (LOC - Bank of Montreal) 1.32% 4/03/2023 $ 2,315

2,200 Indiana Finance Auth. (LOC - Bank of America Corp.) 1.00 12/01/2027 2,2001,610 Lancaster IDA (LOC - Fulton Bank) 1.45 6/01/2027 1,6107,500 Premier Mushrooms, Inc. (LOC - CoBank, ACB) 1.24 12/01/2037 7,5002,060 St. Tammany Parish (LOC - Federal Home Loan

Bank of Dallas) 1.25 7/01/2022 2,06015,685

Paper Products (0.1%)695 Jackson Paper Co. (LOC - Federal Home Loan

Bank of Atlanta) 1.24 4/01/2027 6955,600 Willacoochee Dev. Auth. (LOC - Federal Home

Loan Bank of Atlanta) 0.97 5/01/2021 5,6006,295

Publishing (1.1%)50,000 AARP (LOC - Bank of America Corp.) 1.13 5/01/2031 50,000

1,745 Washington Economic Dev. Finance Auth.LOC - U.S. Bancorp) 0.97 1/01/2033 1,745

51,745Real Estate Operating Companies (2.9%)

1,480 Cain Capital Investments, LLC (LOC - BB&T Corp.) 1.39 10/01/2046 1,48010,815 Delos, LLC (LOC - Wells Fargo & Co.) 1.26 3/01/2037 10,815

2,700 Dennis Wesley Co., Inc. (LOC - Federal Home Loan Bank of Indianapolis) 1.24 6/15/2034 2,700

7,000 Desert Vistas, LP (LOC - Federal Home LoanBank of San Francisco) 1.25 9/01/2055 7,000

3,510 East Hempfield IDA (LOC - Fulton Bank) 1.09 10/15/2026 3,5107,450 EMF, LLC (LOC - Comerica Bank, N.A.) 1.27 6/01/2042 7,4503,820 Herman & Kittle Capital, LLC

(LOC - Federal Home Loan Bank of Cincinnati) 1.24 2/01/2037 3,8209,345 Housing Venture I (LOC - Federal Home Loan

Bank of San Francisco) 1.27 12/01/2055 9,34512,900 Indianapolis (LOC - Citizens Financial Group) 0.96 11/01/2042 12,900

640 Indianapolis (LOC - Citizens Financial Group) 1.30 11/01/2042 6403,475 Partisan Property, Inc. (LOC - Wells Fargo & Co.) 1.22 9/01/2044 3,4752,500 Pennsylvania Economic Dev. Financing Auth.

(LOC - PNC Financial Services Group) 1.24 4/01/2035 2,50013,790 Pineview Estates, L.C. (LOC - Fifth Third Bank) 1.25 4/01/2038 13,790

825 Science & Tech Campus (LOC - Fifth Third Bank) 1.29 11/01/2020 82515,665 Sugar Creek Finance Co., LLC

(LOC - Northern Trust Corp.) 1.27 6/01/2042 15,66530,595 Sunroad Centrum Apartments 23

(LOC - Comerica Bank, N.A.) 1.30 5/01/2055 30,595


$ 3,565 Syracuse IDA (LOC - Key Bank, N.A.) 0.94% 10/01/2039 $ 3,565130,075

Real Estate Tax/Fee (0.3%)11,625 Traer Creek Metropolitan District

(LOC - BNP Paribas) 1.20 10/01/2030 11,625Regional Banks (0.0%)

1,950 Cobb County IDA (LOC - Federal Home LoanBank of Atlanta) 1.24 2/01/2030 1,950

Sales Tax (0.3%)12,455 Saint Paul (LOC - Wells Fargo & Co.) 1.15 11/01/2025 12,455

Semiconductor Equipment (0.6%)28,585 Saratoga County IDA (LOC - JP Morgan Chase & Co.) 1.23 11/01/2021 28,585

Special Assessment/Tax/Fee (0.1%)2,900 Sheridan Redevelopment Agency (LOC -

JP Morgan Chase & Co.) 1.32 12/01/2029 2,900Specialty Stores (0.7%)

29,220 Bass Pro Rossford Development Co., LLC (LOC - Fifth Third Bank) 1.29 11/01/2027 29,220

2,340 Nextgen Automotive, LLC (LOC - Fifth Third Bank) 1.26 4/01/2048 2,34031,560

Steel (1.0%)2,500 Berkeley County 1.00 9/01/2028 2,500

522 Decatur IDB 1.00 8/01/2036 5223,015 Klein Steel Services, Inc. (LOC - Manufacturers &

Traders Trust Co.)(a) 1.68 8/01/2025 3,0152,500 Mississippi Business Finance Corp.

(LOC - Federal Home Loan Bank of Dallas) 1.20 7/01/2020 2,50020,000 SSAB AB (LOC - Swedbank AB) 1.24 4/01/2034 20,00015,000 SSAB AB (LOC - Credit Agricole Corp. Inv. Bank) 1.24 5/01/2034 15,000

43,537Technology Hardware, Storage, & Peripherals (0.0%)

750 Alameda County IDA (LOC - BNP Paribas) 1.24 12/01/2040 750Water Utilities (0.1%)

4,000 Indiana Finance Auth. (LOC - Fifth Third Bank) 0.95 12/01/2028 4,000930 Iowa Finance Auth. (LOC - Societe Generale) 1.28 11/01/2017 930

1,037 L3 Corp. (LOC - Fifth Third Bank) 1.29 10/01/2034 1,0375,967

Water/Sewer Utility (0.1%)4,030 Hesperia Public Financing Auth. (LOC - BNP Paribas) 1.25 6/01/2026 4,030

Total Variable-Rate Demand Notes (cost: $1,363,896) 1,363,896




ADJUSTABLE-RATE NOTES (23.3%)Diversified Banks (15.6%)

$ 30,000 Bank of Montreal 1.55% 11/16/2017 $ 30,00045,000 Bayerische Landesbank 1.63 4/23/2018 45,00030,000 Bayerische Landesbank 1.62 5/09/2018 30,000

9,430 Citigroup, Inc. 1.67 8/14/2017 9,43150,000 Citigroup, Inc. 2.23 11/08/2017 50,11631,396 Citigroup, Inc. 1.89 11/24/2017 31,44768,665 Citigroup, Inc. 2.01 4/27/2018 68,88678,061 JPMorgan Chase & Co. 2.21 1/25/2018 78,36130,000 Mizuho Bank Ltd. 1.67 8/14/2017 30,00040,000 Natixis 1.54 1/08/2018 40,00030,000 Natixis 1.58 1/22/2018 30,00030,000 Skandinaviska Enskilda Banken AB 1.51 8/15/2017 30,00030,000 Societe Generale 1.47 9/28/2017 30,00040,000 Societe Generale 1.64 4/12/2018 40,00030,000 Standard Chartered Bank 1.74 11/14/2017 30,00035,000 Standard Chartered Bank 1.44 12/22/2017 35,00040,000 Standard Chartered Bank 1.63 1/23/2018 40,00025,000 Standard Chartered Bank 1.42 2/08/2018 25,00030,000 Sumitomo Mitsui Bank Corp. 1.38 1/17/2018 30,000

703,241Diversified Capital Markets (5.3%)

50,000 Credit Suisse AG 1.58 4/20/2018 50,00050,000 Credit Suisse AG 1.60 5/02/2018 50,00040,000 Deutsche Bank 1.91 10/04/2017 40,00040,000 Deutsche Bank 1.88 10/11/2017 40,00030,000 Deutsche Bank 1.72 1/18/2018 30,00030,000 Deutsche Bank 1.94 1/18/2018 30,000

240,000Investment Banking & Brokerage (1.3%)

31,169 Goldman Sachs Group, Inc. 2.05 12/15/2017 31,23426,950 Morgan Stanley 2.04 1/05/2018 27,016

58,250Other Diversified Financial Services (1.1%)

50,000 Toronto-Dominion 1.42 8/06/2018 50,000Total Adjustable-Rate Notes (cost: $1,051,491) 1,051,491


U.S. TREASURY SECURITIES (4.8%)Bills (0.7%)(c)

$ 30,000 1.09%, 11/16/2017 $ 29,906Notes (4.1%)(e)

30,000 1.35%, 10/31/2017(d) 30,01690,000 1.46%, 1/31/2018(d) 90,14565,000 1.37%, 4/30/2018(d) 65,110

185,271Total U.S. Treasury Securities (cost: $215,177) 215,177

REPURCHASE AGREEMENTS (4.0%)72,148 Bank of America Corp., 1.04%, acquired 7/31/2017

and due on 8/01/2017 at $72,148 (collateralized by$76,035 of U.S. Treasury, 1.38%(e), due 9/30/2023;market value $73,591) 72,148

25,000 Credit Agricole Corp. Inv. Bank, 1.04%, acquired7/31/2017 and due on 8/01/2017 at $25,000(collateralized by $25,545 of U.S. Treasury, 1.13%(e),due 5/31/2019; market value $25,501) 25,000

25,000 HSBC Bank USA, Inc., 1.01%, acquired 7/31/2017 anddue on 8/01/2017 at $25,000 (collateralized by $7,914of U.S. Treasury, 0.98% - 1.17%(c) due 8/24/2017 -4/26/2018; $17,690 of U.S. Treasury, 2.00%(e),due 6/30/2024; combined market value $25,505) 25,000

60,000 Natixis S.A., 1.04%, acquired 7/31/2017 and due on8/01/2017 at $60,000 (collateralized by $55,690 ofU.S. Treasury, 1.13% - 3.00%(e), due 5/31/2021 -11/15/2045; $130 of U.S. Treasury(g), 2.00% - 2.38%,due 1/15/2025 - 1/15/2026; $7,248 of Fannie Mae(f),3.00% - 5.50%, due 1/01/2032 - 7/01/2046; $2 ofFreddie Mac(f), 6.00%, due 11/01/2047; combinedmarket value $61,202) 60,000

Total Repurchase Agreements (cost: $182,148) 182,148

Total Investments (cost: $4,414,150) $4,414,150

PrincipalAmount Value(000) Security (000)



($ in 000s) VALUATION HIERARCHY

Assets LEVEL 1 LEVEL 2 LEVEL 3 Total

Fixed-Rate Instruments $– $1,144,224 $– $1,144,224Commercial Paper – 457,214 – 457,214Variable-Rate Demand Notes – 1,363,896 – 1,363,896Adjustable-Rate Notes – 1,051,491 – 1,051,491U.S. Treasury Securities:

Bills – 29,906 – 29,906Notes – 185,271 – 185,271

Repurchase Agreements – 182,148 – 182,148

Total $– $4,414,150 $– $4,414,150

NOTES TO PORTFOLIOOF INVESTMENTSJuly 31, 2017


■ GENERAL NOTES

Values of securities are determined by procedures and practices discussedin Note 1A to the financial statements.

The cost of securities at July 31, 2017, for federal income tax purposes,was $4,414,150,000.

The Portfolio of Investments category percentages shown represent thepercentages of the investments to net assets, and, in total, may not equal100%. A category percentage of 0.0% represents less than 0.1% of netassets.

■ CATEGORIES AND DEFINITIONS

Fixed-rate instruments – Consist of municipal bonds, notes, andcommercial paper. The interest rate is constant to maturity. Prior tomaturity, the market price of a fixed-rate instrument generally variesinversely to the movement of interest rates.

Commercial paper – Consists of short-term unsecured promissory noteswith maturities ranging from one to 270 days, issued mainly bycorporations. Commercial paper is usually purchased at a discount andmatures at par value; however, it also may be interest-bearing.

Variable-rate demand notes (VRDNs) - Provide the right to sell thesecurity at face value on either that day or within the rate-reset period.The interest rate is adjusted at a stipulated daily, weekly, monthly,quarterly, or other specified time interval to reflect current marketconditions. The effective maturity of these instruments is deemed to beless than 397 days in accordance with detailed regulatory requirements.

Notes to Portfolio of Investments | 25

Adjustable-rate notes – Similar to variable-rate demand notes in the factthat the interest rate is adjusted periodically to reflect current marketconditions. These interest rates are adjusted at a given time, such asmonthly or quarterly. However, these securities do not offer the right tosell the security at face value prior to maturity.

■ PORTFOLIO ABBREVIATIONS AND DESCRIPTIONS

EDA Economic Development AuthorityIDA Industrial Development Authority/AgencyIDB Industrial Development BoardIDC Industrial Development Corp.

Credit enhancements – Adds the financial strength of the provider of theenhancement to support the issuer’s ability to repay the principal andinterest payments when due. The enhancement may be provided by ahigh-quality bank, insurance company or other corporation, or a collateraltrust. The enhancements do not guarantee the values of the securities.

The Fund’s purchases consist of securities meeting the requirements toqualify as “eligible securities” under the Securities and ExchangeCommission (SEC) regulations applicable to money market funds. Inorder to qualify as an eligible security, USAA Mutual Funds Trust’sBoard of Trustees (the Board), must determine that the particularinvestment presents minimal credit risk in accordance with these SECregulations.

(LOC) Principal and interest payments are guaranteed by a bankletter of credit or other bank credit agreement.

■ SPECIFIC NOTES

(a) Restricted security that is not registered under the Securities Act of1933. A resale of this security in the United States may occur in anexempt transaction to a qualified institutional buyer as defined byRule 144A, and as such has been deemed liquid by USAA AssetManagement Company (the Manager) under liquidity guidelinesapproved by the Board, unless otherwise noted as illiquid.

(b) Commercial paper issued in reliance on the “private placement”exemption from registration afforded by Section 4(a)(2) of theSecurities Act of 1933, as amended (Section 4(a)(2) CommercialPaper). Unless this commercial paper is subsequently registered, aresale of this commercial paper in the United States must be effectedin a transaction exempt from registration under the Securities Act of1933. Section 4(a)(2) commercial paper is normally resold to otherinvestors through or with the assistance of the issuer or aninvestment dealer who makes a market in this security, and as suchhas been deemed liquid by the Manager under liquidity guidelinesapproved by the Board, unless otherwise noted as illiquid.

(c) Securities offered at a discount to face value rather than at a statedcoupon rate. Rates represent the discount rates at purchase date.

(d) Rates for U.S. Treasury floating rate notes rise and fall based ondiscount rates in auctions of 13-week Treasury bills, and are paidquarterly.

(e) Rates for U.S. Treasury notes or bonds represent the stated couponpayment rate at time of issuance.

(f) Securities issued by government-sponsored enterprises are supportedonly by the right of the government-sponsored enterprise to borrowfrom the U.S. Treasury, the discretionary authority of the U.S.government to purchase the government-sponsored enterprises’obligations, or by the credit of the issuing agency, instrumentality, orcorporation, and are neither issued nor guaranteed by the U.S.Treasury.

(g) U.S. Treasury inflation-indexed notes are designed to provide a realrate of return after being adjusted over time to reflect the impact ofinflation. Their principal value periodically adjusts to the rate ofinflation. They trade at the prevailing real, or after-inflation, interestrates. The U.S. Treasury guarantees repayment of these securities ofat least their face value in the event of sustained deflation or a dropin prices.


STATEMENT OF ASSETS AND LIABILITIES(IN THOUSANDS)

July 31, 2017

Financial Statements | 27

ASSETSInvestments in securities (amortized cost approximates market value) $4,414,150Cash 26,307Receivables:

Capital shares sold 23,715Interest 8,747Securities sold 90,565

Total assets 4,563,484

LIABILITIESPayables:

Securities purchased 25,041Capital shares redeemed 23,902Dividends on capital shares 18

Accrued management fees 919Other accrued expenses and payables 334

Total liabilities 50,214Net assets applicable to capital shares outstanding $4,513,270

NET ASSETS CONSIST OF:Paid-in capital $4,513,287Overdistribution of net investment income (17)

Net assets applicable to capital shares outstanding $4,513,270Capital shares outstanding, no par value 4,513,809Net asset value, redemption price, and offering price per share $ 1.00

See accompanying notes to financial statements.

STATEMENT OF OPERATIONS(IN THOUSANDS)

Year ended July 31, 2017


INVESTMENT INCOMEInterest income $44,943

EXPENSESManagement fees 11,754Administration and servicing fees 4,898Transfer agent’s f ees 12,244Custody and accounting fees 529Postage 989Shareholder reporting fees 192Trustees’ fees 32Registration fees 75Professional f ees 208Other 75

Total expenses 30,996Expenses reimbursed (119)

Net expenses 30,877

NET INVESTMENT INCOME 14,066

NET REALIZED GAIN ON INVESTMENTSNet realized gain 559Increase in net assets resulting from operations $14,625


STATEMENTS OF CHANGES IN NET ASSETS(IN THOUSANDS)

Years ended July 31,

Financial Statements | 29

2017 2016

FROM OPERATIONSNet investment income $ 14,066 $ 549Net realized gain on investments 559 –

Increase in net assets resulting from operations 14,625 549

DISTRIBUTIONS TO SHAREHOLDERS FROM:Net investment income (14,066) (546)Net realized gains (569) (1)

Distributions to shareholders (14,635) (547)

FROM CAPITAL SHARE TRANSACTIONSProceeds from shares sold 5,951,009 7,018,475Reinvested dividends 14,561 546Cost of shares redeemed (7,058,724) (6,701,841)

Increase (decrease) in net assets from capital sharetransactions (1,093,154) 317,180

Net increase (decrease) in net assets (1,093,164) 317,182

NET ASSETSBeginning of year 5,606,434 5,289,252End of year $ 4,513,270 $ 5,606,434

Overdistribution of net investment income:End of year $ (17) $ (7)

CHANGE IN SHARES OUTSTANDINGShares sold 5,951,009 7,018,475Shares issued for dividends reinvested 14,561 546Shares redeemed (7,058,724) (6,701,841)

Increase (decrease) in shares outstanding (1,093,154) 317,180


NOTES TO FINANCIAL STATEMENTSJuly 31, 2017


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESUSAA MUTUAL FUNDS TRUST (the Trust), registered under theInvestment Company Act of 1940, as amended (the 1940 Act), is an open-endmanagement investment company organized as a Delaware statutory trustconsisting of 51 separate funds. Additionally, USAA Money Market Fund(the Fund) qualifies as a registered investment company under AccountingStandards Codification Topic 946. The information presented in this annualreport pertains only to the Fund, which is classified as diversified under the1940 Act and is authorized to issue an unlimited number of shares. TheFund’s investment objective is to seek the highest income consistent withpreservation of capital and the maintenance of liquidity.

The Fund operates as a retail money market fund in compliance with therequirements of Rule 2a-7 under the 1940 Act; and as a retail money marketfund, shares of the Fund are available for sale only to accounts that arebeneficially owned by natural persons.

A. Security valuation – The Trust’s Board of Trustees (the Board) hasestablished the Valuation Committee (the Committee), and subject toBoard oversight, the Committee administers and oversees the Fund’svaluation policies and procedures, which are approved by the Board.Among other things, these policies and procedures allow the Fund toutilize independent pricing services, quotations from securities dealers,and a wide variety of sources and information to establish and adjust thefair value of securities as events occur and circumstances warrant.

The Committee reports to the Board on a quarterly basis and makesrecommendations to the Board as to pricing methodologies and servicesused by the Fund and presents additional information to the Boardregarding application of the pricing and fair valuation policies andprocedures during the preceding quarter.

Notes to Financial Statements | 31

The Committee meets as often as necessary to make pricing and fairvalue determinations. In addition, the Committee holds regular monthlymeetings to review prior actions taken by the Committee and USAAAsset Management Company (the Manager), an affiliate of the Fund.Among other things, these monthly meetings include a review andanalysis of back testing reports, pricing service quotation comparisons,illiquid securities and fair value determinations, pricing movements, anddaily stale price monitoring.

The value of each security is determined (as of the close of trading onthe New York Stock Exchange (NYSE) on each business day the NYSEis open) as set forth below:

1. All securities held in the Fund are short-term debt securities whichare valued pursuant to Rule 2a-7 under the 1940 Act. This methodvalues a security at its purchase price, and thereafter, assumes aconstant amortization to maturity of any premiums or discounts.

2. Repurchase agreements are valued at cost.

3. Securities for which amortized cost valuations are considered unreliableor whose values have been materially affected by a significant event arevalued in good faith at fair value, using methods determined by theCommittee, under procedures to stabilize net assets and valuationprocedures approved by the Board.

B. Fair value measurements – Fair value is defined as the price that would bereceived to sell an asset or paid to transfer a liability in an orderlytransaction between market participants at the measurement date. Thethree-level valuation hierarchy disclosed in the Portfolio of Investmentsis based upon the transparency of inputs to the valuation of an asset orliability 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 significantobservable inputs, including quoted prices for similar securities, inputsthat are observable for the securities, either directly or indirectly, andmarket-corroborated inputs such as market indexes.


Level 3 – inputs to the valuation methodology are unobservable andsignificant to the fair value measurement, including the Manager’s ownassumptions in determining the fair value.

The inputs or methodologies used for valuing securities are not necessarilyan indication of the risks associated with investing in those securities. Forexample, money market securities are valued using amortized cost, inaccordance with rules under the 1940 Act. Generally, amortized costapproximates the current fair value of a security, but since the value is notobtained from a quoted price in an active market, such securities arereflected as Level 2.

C. Federal taxes – The Fund’s policy is to comply with the requirements ofthe Internal Revenue Code of 1986, as amended, applicable to regulatedinvestment companies and to distribute substantially all of its taxableincome and net capital gains, if any, to its shareholders. Therefore, nofederal income tax provision is required.

D. Investments in securities – Securities transactions are accounted for onthe date the securities are purchased or sold (trade date). Gains or lossesfrom sales of investment securities are computed on the identified costbasis. Interest income is recorded daily on the accrual basis. Premiumsand discounts are amortized over the life of the respective securitiesusing the straight-line method.

E. Repurchase agreements – The Fund may enter into repurchase agreementswith commercial banks or recognized security dealers pursuant to theterms of a Master Repurchase Agreement. A repurchase agreement is anarrangement wherein the Fund purchases securities and the seller agreesto repurchase the securities at an agreed upon time and at an agreed uponprice. The purchased securities are marked-to-market daily to ensure theirvalue is equal to or in excess of the purchase price plus accrued interestand are held by the Fund, either through its regular custodian or througha special “tri-party” custodian that maintains separate accounts for boththe Fund and its counterparty, until maturity of the repurchase agreement.Master Repurchase Agreements typically contain netting provisions,which provide for the net settlement of all transactions and collateral withthe Fund through a single payment in the event of default or termination.


Repurchase agreements are subject to credit risk, and the Fund’s Managermonitors the creditworthiness of sellers with which the Fund may enterinto repurchase agreements.

Investments in repurchase agreements as presented on the Portfolio ofInvestments are not net settlement amounts but gross. At July 31, 2017,the value of the related collateral exceeded the value of the repurchaseagreements, reducing the net settlement amount to zero. Details on thecollateral are included on the Portfolio of Investments.

F. Securities purchased on a delayed-delivery or when-issued basis – Deliveryand payment for securities that have been purchased by the Fund on adelayed-delivery or when-issued basis can take place a month or more afterthe trade date. During the period prior to settlement, these securities donot earn interest, are subject to market fluctuation, and may increase ordecrease in value prior to their delivery. The Fund maintains segregatedassets with a market value equal to or greater than the amount of itspurchase commitments.

G. Expenses paid indirectly – Through arrangements with the Fund’scustodian and other banks utilized by the Fund for cash managementpurposes, realized credits, if any, generated from cash balances in theFund’s bank accounts may be used to directly reduce the Fund’sexpenses. For the year ended July 31, 2017, custodian and other bankcredits reduced the Fund’s expenses by less than $500.

H. Indemnifications – Under the Trust’s organizational documents, its officersand trustees are indemnified against certain liabilities arising out of theperformance of their duties to the Trust. In addition, in the normal courseof business, the Trust enters into contracts that contain a variety ofrepresentations and warranties that provide general indemnifications. TheTrust’s maximum exposure under these arrangements is unknown, as thiswould involve future claims that may be made against the Trust that havenot yet occurred. However, the Trust expects the risk of loss to be remote.

I. Use of estimates – The preparation of financial statements in conformitywith U.S. generally accepted accounting principles requires managementto make estimates and assumptions that may affect the reported amountsin the financial statements.


(2) LINE OF CREDITThe Fund participates, along with other funds of the Trust, in a joint,short-term, revolving, committed loan agreement of $500 million with USAACapital Corporation (CAPCO), an affiliate of the Manager. The purpose ofthe agreement is to provide temporary or emergency cash needs, includingredemption requests that might otherwise require the untimely disposition ofsecurities. Subject to availability (including usage of the facility by otherfunds of the Trust), the Fund may borrow from CAPCO an amount up to5% of the Fund’s total assets at an interest rate based on the LondonInterbank Offered Rate (LIBOR), plus 100.0 basis points.

The Funds are also assessed facility fees by CAPCO in the amount of 12.0basis points of the amount of the committed loan agreement. Prior toSeptember 30, 2016, the maximum annual facility fee was 9.0 basis points ofthe amount of the committed loan agreement. The facility fees are allocatedamong the Funds based on their respective average net assets for the period.

The Funds may request an optional increase of the committed loan agreementfrom $500 million up to $750 million. If the Funds increase the committedloan agreement, the assessed facility fee on the amount of the additionalcommitment will be 13.0 basis points.

For the year ended July 31, 2017, the Fund paid CAPCO facility fees of $37,000,which represents 6.5% of the total fees paid to CAPCO by the Funds. The Fundhad no borrowings under this agreement during the year ended July 31, 2017.

(3) DISTRIBUTIONSThe character of any distributions made during the year from net investmentincome or net realized gains is determined in accordance with federal taxregulations and may differ from those determined in accordance with U.S.generally accepted accounting principles. Also, due to the timing ofdistributions, the fiscal year in which amounts are distributed may differfrom the year that the income or realized gains were recorded by the Fund.

During the current fiscal year, permanent differences between book-basisand tax-basis accounting for distributions adjustments resulted inreclassifications to the Statement of Assets and Liabilities to increaseoverdistribution of net investment income and decrease accumulated net


realized loss on investments by $10,000. These reclassifications had no effecton net assets.

The tax character of distributions paid during the years ended July 31, 2017,and 2016, was as follows:

2017 2016

Ordinary income* $14,076,000 $546,000Long-term realized capital gain 559,000 1,000

Total distributions paid $14,635,000 $547,000

As of July 31, 2017, the components of net assets representing distributableearnings on a tax basis were as follows:

Undistributed ordinary income* 1,000

*Includes short-term realized capital gains, if any, which are taxable as ordinary income.

Net investment income is accrued daily as dividends and distributed toshareholders monthly. Distributions of realized gains from securitytransactions not offset by capital losses are made annually in the succeedingfiscal year or as otherwise required to avoid the payment of federal taxes.

At July 31, 2017, the Fund had no capital loss carryforwards, for federalincome tax purposes.

For the year ended July 31, 2017, the Fund did not incur any income tax,interest, or penalties and has recorded no liability for net unrecognized taxbenefits relating to uncertain income tax positions. On an ongoing basis, theManager will monitor the Fund’s tax basis to determine if adjustments tothis conclusion are necessary. The statute of limitations on the Fund’s taxreturn filings generally remain open for the three preceding fiscal reportingyear ends and remain subject to examination by the Internal Revenue Serviceand state taxing authorities.

(4) TRANSACTIONS WITH MANAGER

A. Management fees – The Manager provides investment management servicesto the Fund pursuant to an Advisory Agreement. Under this agreement,the Manager is responsible for managing the business and affairs of the


Fund, and for directly managing the day-to-day investment of the Fund’sassets, subject to the authority of and supervision by the Board.

The Fund’s investment management fee is accrued daily and paid monthlyat an annualized rate of 0.24% of the Fund’s average net assets. For theyear ended July 31, 2017, the Fund incurred management fees, paid orpayable to the Manager, of $11,754,000.

B. Administration and servicing fees – The Manager provides certainadministration and servicing functions for the Fund. For such services,the Manager receives a fee accrued daily and paid monthly at an annualizedrate of 0.10% of the Fund’s average net assets. For the year endedJuly 31, 2017, the Fund incurred administration and servicing fees, paidor payable to the Manager, of $4,898,000.

In addition to the services provided under its Administration and ServicingAgreement with the Fund, the Manager also provides certain complianceand legal services for the benefit of the Fund. The Board has approved thereimbursement of a portion of these expenses incurred by the Manager.For the year ended July 31, 2017, the Fund reimbursed the Manager$116,000 for these compliance and legal services. These expenses areincluded in the professional fees on the Fund’s Statement of Operations.

C. Expense limitation – The Manager has voluntarily agreed, on a temporarybasis, to reimburse management, administrative, or other fees to limit theFund’s expenses and attempt to prevent a negative yield. The Managercan modify or terminate this arrangement at any time without priornotice to shareholders. For the year ended July 31, 2017, the Fundincurred reimbursable expenses of $119,000.

D. Transfer agent’s fees – USAA Transfer Agency Company, d/b/a USAAShareholder Account Services (SAS), an affiliate of the Manager,provides transfer agent services to the Fund. The Fund’s transfer agentfee is accrued daily and paid monthly at an annualized rate of 0.25% ofthe Fund’s average net assets for the fiscal year. SAS pays a portion ofthese fees to certain intermediaries for the administration and servicingof accounts that are held with such intermediaries. For the year endedJuly 31, 2017, the Fund incurred transfer agent’s fees, paid or payable toSAS, of $12,244,000.


E. Underwriting services – USAA Investment Management Companyprovides exclusive underwriting and distribution of the Fund’s shares ona continuing best-efforts basis and receives no fee or other compensationfor these services.

(5) TRANSACTIONS WITH AFFILIATESThe Manager is indirectly wholly owned by United Services AutomobileAssociation (USAA), a large, diversified financial services institution.

Certain trustees and officers of the Fund are also directors, officers, and/oremployees of the Manager. None of the affiliated trustees or Fund officersreceived any compensation from the Fund.

(6) UPCOMING REGULATORY MATTERSIn October 2016, the U.S. Securities and Exchange Commission (SEC) issuedFinal Rule Release No. 33-10231, Investment Company ReportingModernization. In part, the rules require the filing of new forms N-PORTand N-CEN, and amend Regulation S-X to require standardized, enhanceddisclosure about derivatives in investment company financial statements, aswell as other amendments.

In October 2016, the SEC issued Final Rule Release No. 33-10233, InvestmentCompany Liquidity Risk Management Programs. This rule requires funds toestablish a liquidity risk management program and enhances disclosuresregarding funds’ liquidity.

In October 2016, the SEC issued Final Rule Release No. 33-10234, InvestmentCompany Swing Pricing. This rule permits certain funds to use swing pricingduring periods of heavy redemptions and requires certain disclosuresregarding the use of swing pricing in forms filed with the SEC.

The Manager continues to evaluate the impact these rules will have on thefinancial statements and other disclosures. The compliance date for formsN-PORT and N-CEN is June 1, 2018, with other staggered compliance datesextending through December 2018. The Fund is expected to comply with theJune 1, 2018 compliance date for new forms N-PORT and N-CEN.


(7) FINANCIAL HIGHLIGHTSPer share operating performance for a share outstanding throughout eachperiod is as follows:

Year Ended July 31,2017 2016 2015 2014 2013

Net asset value atbeginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

Income from investmentoperations:Net investment income(a) .00 .00 .00 .00 .00Net realized and

unrealized gain(a) .00 .00 .00 .00 .00

Total from investmentoperations(a) .00 .00 .00 .00 .00

Less distributions from:Net investment income(a) (.00) (.00) (.00) (.00) (.00)Realized capital gains (.00)(a) (.00)(a) – (.00)(a) (.00)(a)

Total distributions(a) (.00) (.00) (.00) (.00) (.00)

Net asset value at endof period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

Total return (%)*(c) .31 .01 .01 .01 .01Net assets at end

of period (000) $4,513,270 $5,606,434 $5,289,252 $5,192,675 $5,140,226Ratios to average net

assets:**Expenses (%)(b),(c) .63 .41 .24 .22 .30Expenses, excluding

reimbursements (%)(b) .63 .67 .65 .63 .63Net investment income (%) .29 .01 .01 .01 .01* 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 accountingprinciples and could differ from the iMoneyNet reported return. Total returns for periods of lessthan one year are not annualized.

** For the year ended July 31, 2017, average net assets were $4,893,093,000.(a) Represents less than $0.01 per share.(b) Reflects total annual operating expenses of the Fund before reductions of any expenses paid

indirectly. The Fund’s expenses paid indirectly decreased the expense ratios as follows:(.00%)† (.00%)† (.00%)† – (.00%)†

† Represents less than 0.01% of average net assets.(c) The Manager 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.

EXPENSE EXAMPLEJuly 31, 2017 (unaudited)

Expense Example | 39

EXAMPLEAs a shareholder of the Fund, you incur two types of costs: direct costs, suchas wire fees, redemption fees, and low balance fees; and indirect costs,including management fees, transfer agency fees, and other Fund operatingexpenses. This example is intended to help you understand your indirectcosts, also referred to as “ongoing costs” (in dollars), of investing in theFund and to compare these costs with the ongoing costs of investing in othermutual funds.

The example is based on an investment of $1,000 invested at the beginningof the period and held for the entire six-month period of February 1, 2017,through July 31, 2017.

ACTUAL EXPENSESThe line labeled “actual” in the table provides information about actualaccount values and actual expenses. You may use the information in this line,together with the amount you invested at the beginning of the period, toestimate the expenses that you paid over the period. Simply divide youraccount value by $1,000 (for example, an $8,600 account value divided by$1,000 = 8.6), then multiply the result by the number in the “actual” lineunder the heading “Expenses Paid During Period” to estimate the expensesyou paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSESThe line labeled “hypothetical” in the table provides information abouthypothetical account values and hypothetical expenses based on the Fund’sactual expense ratio and an assumed rate of return of 5% per year beforeexpenses, which is not the Fund’s actual return. The hypothetical accountvalues and expenses may not be used to estimate the actual ending account


balance or expenses you paid for the period. You may use this information tocompare the ongoing costs of investing in the Fund and other funds. To doso, compare this 5% hypothetical example with the 5% hypothetical examplesthat appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlightyour ongoing costs only and do not reflect any direct costs, such as wire fees,redemption fees, or low balance fees. Therefore, the line labeled “hypothetical”is useful in comparing ongoing costs only, and will not help you determinethe relative total costs of owning different funds. In addition, if these directcosts were included, your costs would have been higher.

Expenses PaidBeginning Ending During Period*

Account Value Account Value February 1, 2017 –February 1, 2017 July 31, 2017 July 31, 2017

Actual $1,000.00 $1,002.30 $3.18

Hypothetical(5% return before expenses) 1,000.00 1,021.62 3.21

*Expenses are equal to the Fund’s annualized expense ratio of 0.64%, which is net of any expenses paidindirectly, 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 actual ending account value is based on its actual totalreturn of 0.23% for the six-month period of February 1, 2017, through July 31, 2017.

ADVISORY AGREEMENTJuly 31, 2017

Advisory Agreement | 41

At an in-person meeting of the Board of Trustees (the Board) held onApril 18, 2017, the Board, including the Trustees who are not “interestedpersons” (as that term is defined in the Investment Company Act of 1940, asamended) of the Trust (the Independent Trustees), approved for an annualperiod the continuance of the Advisory Agreement between the Trust andthe Manager with respect to the Fund.

In advance of the meeting, the Trustees received and considered a variety ofinformation relating to the Advisory Agreement and the Manager, and weregiven the opportunity to ask questions and request additional informationfrom management. The information provided to the Board included, amongother things: (i) a separate report prepared by an independent third party,which provided a statistical analysis comparing the Fund’s investmentperformance, expenses, and fees to comparable investment companies;(ii) information concerning the services rendered to the Fund, as well asinformation regarding the Manager’s revenues and costs of providing servicesto 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 AdvisoryAgreement with management and with experienced counsel retained by theIndependent Trustees (Independent Counsel) and received materials from suchIndependent Counsel discussing the legal standards for their considerationof the proposed continuation of the Advisory Agreement with respect to theFund. The Independent Trustees also reviewed the proposed continuation ofthe Advisory Agreement with respect to the Fund in private sessions withIndependent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, theBoard receives and reviews, among other things, information concerning theFund’s performance and related services provided by the Manager. At themeeting at which the renewal of the Advisory Agreement is considered,


particular focus is given to information concerning Fund performance, feesand total expenses as compared to comparable investment companies, andthe Manager’s profitability with respect to the Fund. However, the Boardnoted that the evaluation process with respect to the Manager is an ongoingone. In this regard, the Board’s and its committees’ consideration of theAdvisory Agreement included information previously received at such meetings.

ADVISORY AGREEMENTAfter full consideration of a variety of factors, the Board, including theIndependent Trustees, voted to approve the Advisory Agreement. In approvingthe Advisory Agreement, the Trustees did not identify any single factor ascontrolling, and each Trustee may have attributed different weights to variousfactors. Throughout their deliberations, the Independent Trustees wererepresented 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 AdvisoryAgreement, the Board reviewed information provided by the Manager relatingto its operations and personnel. The Board also took into account itsknowledge of the Manager’s management and the quality of the performanceof the Manager’s duties through Board meetings, discussions, and reportsduring the preceding year. The Board considered the fees paid to the Managerand the services provided to the Fund by the Manager under the AdvisoryAgreement, as well as other services provided by the Manager and its affiliatesunder other agreements, and the personnel who provide these services. Inaddition to the investment advisory services provided to the Fund, the Managerand its affiliates provide administrative services, shareholder services, oversightof Fund accounting, marketing services, assistance in meeting legal andregulatory requirements, and other services necessary for the operation of theFund and the Trust. The Board considered the Manager’s management styleand the performance of the Manager’s duties under the Advisory Agreement.The Board considered the level and depth of experience of the Manager,including the professional experience and qualifications of its senior andinvestment personnel, as well as current staffing levels. The allocation of theFund’s brokerage, including the Manager’s process for monitoring “bestexecution,” also was considered. The Manager’s role in coordinating the


activities of the Fund’s other service providers also was considered. The Boardalso considered the Manager’s risk management processes. The Boardconsidered the Manager’s financial condition and that it had the financialwherewithal to continue to provide the same scope and high quality of servicesunder the Advisory Agreement. In reviewing the Advisory Agreement, theBoard focused on the experience, resources, and strengths of the Managerand its affiliates in managing the Fund, as well as other funds in the Trust.The Board also reviewed the compliance and administrative services providedto the Fund by the Manager, including the Manager’s oversight of the Fund’sday to- day operations and oversight of Fund accounting. The Trustees, guidedalso by information obtained from their experiences as trustees of the Trust,also focused on the quality of the Manager’s compliance and administrativestaff.

Expenses and Performance – In connection with its consideration of theAdvisory Agreement, the Board evaluated the Fund’s advisory fees and totalexpense ratio as compared to other open-end investment companies deemedto be comparable to the Fund as determined by the independent third partyin its report. The Fund’s expenses were compared to (i) a group of investmentcompanies chosen by the independent third party to be comparable to the Fundbased upon certain factors, including fund type, comparability of investmentobjectives and classifications, sales load type (in this case, retail investmentcompanies with no sales loads), asset size, and expense components (the“expense group”) and (ii) a larger group of investment companies that includesthe Fund and all other no-load retail money market funds regardless of assetsize, excluding outliers (the “expense universe”). Among other data, the Boardnoted that the Fund’s management fee rate – which includes advisory andadministrative services as well as any fee waivers or reimbursements – wasbelow the median of its expense group and its expense universe. The dataindicated that the Fund’s total expense ratio, after reimbursements, wasabove the median of its expense group and its expense universe. The Boardtook into account management’s discussion of the Fund’s expenses, includingthe fact that the Manager had reimbursed fund expenses during the previousyear. The Board also took into account the various services provided to theFund by the Manager and its affiliates, including the high quality of servicesreceived by the Fund from the Manager. The Board also noted the level andmethod of computing the management fee.


In considering the Fund’s performance, the Board noted that it reviews at itsregularly scheduled meetings information about the Fund’s performance results.The Trustees also reviewed various comparative data provided to them inconnection with their consideration of the renewal of the Advisory Agreement,including, among other information, a comparison of the Fund’s averageannual total return with its Lipper index and with that of other mutual fundsdeemed to be in its peer group by the independent third party in its report(the “performance universe”). The Fund’s performance universe consisted ofthe Fund and all retail money market funds regardless of asset size or primarychannel of distribution. This comparison indicated that, among other data,the Fund’s performance was lower than the average of its performance universeand its Lipper index for the one-, three-, and five-year periods endedDecember 31, 2016, and was above the average of its performance universeand its Lipper index for the ten-year period ended December 31, 2016. TheBoard also noted that the Fund’s percentile performance ranking was in thebottom 50% of its performance universe for the one- and three-year periodsended December 31, 2016, was in the top 50% of its performance universefor the five-year period ended December 31, 2016, and was in the top 30% ofits performance universe for the ten-year period ended December 31, 2016.The Board also took into account management’s discussion regarding currentmarket conditions, including the relatively narrow range of the returns of thefunds in the performance universe.

Compensation and Profitability – The Board took into consideration the leveland method of computing the management fee. The information consideredby the Board included operating profit margin information for the Manager’sbusiness as a whole. The Board also received and considered profitabilityinformation related to the management revenues from the Fund. Thisinformation included a review of the methodology used in the allocation ofcertain costs to the Fund. In considering the profitability data with respect tothe Fund, the Trustees noted that the Manager reimbursed a portion of itsmanagement fees to the Fund. The Trustees reviewed the profitability of theManager’s relationship with the Fund before tax expenses. In reviewing theoverall profitability of the management fee to the Manager, the Board alsoconsidered the fact that the Manager and its affiliates provide shareholderservicing and administrative services to the Fund for which they receivecompensation. The Board also considered the possible direct and indirect


benefits to the Manager from its relationship with the Trust, including thatthe Manager may derive reputational and other benefits from its associationwith the Fund. The Board also took into account the high quality of theservices received by the Fund from the Manager as well as the type of fund.The Trustees recognized that the Manager should be entitled to earn areasonable level of profits in exchange for the level of services it provides tothe Fund and the entrepreneurial and other risks that it assumes as Manager.

Economies of Scale – The Board considered whether there should be changesin the management fee rate or structure in order to enable the Fund toparticipate in any economies of scale. The Board took into accountmanagement’s discussion of the current advisory fee structure. The Boardalso considered the fee waiver and expense reimbursement arrangements bythe Manager. The Board also considered the effect of the Fund’s growth andsize on its performance and fees, noting that the Fund may realize additionaleconomies of scale if assets increase proportionally more than some expenses.The Board determined that the current investment management fee structurewas reasonable.

Conclusions – The Board reached the following conclusions regarding theFund’s Advisory Agreement with the Manager, among others: (i) the Managerhas demonstrated that it possesses the capability and resources to performthe duties required of it under the Advisory Agreement; (ii) the Managermaintains an appropriate compliance program; (iii) the performance of theFund is reasonable in relation to the performance of funds with similarinvestment objectives and to relevant indices; (iv) the Fund’s advisory expensesare reasonable in relation to those of similar funds and to the services to beprovided by the Manager; and (v) the Manager’s and its affiliates’ level ofprofitability from their relationship with the Fund is reasonable in light ofthe nature and high quality of services provided by the Manager and the typeof fund. Based on its conclusions, the Board determined that continuation ofthe Advisory Agreement would be in the best interests of the Fund and itsshareholders.


TRUSTEES’ AND OFFICERS’INFORMATION

TRUSTEES AND OFFICERS OF THE TRUST

The Board of Trustees (the Board) of the Trust consists of eight Trustees.These Trustees and the Trust’s Officers supervise the business affairs of theUSAA family of funds. The Board is responsible for the general oversight ofthe funds’ business and for assuring that the funds are managed in the bestinterests of each fund’s respective shareholders. The Board periodically reviewsthe funds’ investment performance as well as the quality of other servicesprovided to the funds and their shareholders by each of the fund’s serviceproviders, including USAA Asset Management Company (AMCO) and itsaffiliates. Pursuant to a policy adopted by the Board, the term of office foreach Trustee shall be 20 years or until the Independent Trustee reaches age 72or an Interested Trustee reaches age 65. The Board may change or grantexceptions from this policy at any time without shareholder approval. ATrustee may resign or be removed by a vote of the other Trustees or theholders 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 theTrustees, provided that after filling such vacancy at least two-thirds of theTrustees have been elected by the shareholders.

Set forth below are the Trustees and Officers of the Trust, their respectiveoffices and principal occupations during the last five years, length of timeserved, and information relating to any other directorships held. Eachserves on the Board of the USAA family of funds consisting of one registeredinvestment company offering 51 individual funds. Unless otherwiseindicated, the business address for each is P.O. Box 659430, San Antonio,TX 78265-9430.

Trustees’ and Officers’ Information | 47

If you would like more information about the funds’ Trustees, you maycall (800) 531-USAA (8722) or (210) 531-8722 to request a free copy of thefunds’ Statement of Additional Information (SAI).

INTERESTED TRUSTEE1

Daniel S. McNamara2, 4, 6

Trustee, President, and Vice Chair of the Board of TrusteesBorn: June 1966Year of Election or Appointment: 2009

President of Financial Advice & Solutions Group (FASG), USAA(02/13–present); Director of USAA Asset Management Company (AMCO),(08/11–present); Director of USAA Investment Management Company(IMCO) (09/09–present); President, IMCO (09/09–04/14); President, AMCO(08/11–04/13); President and Director of USAA Shareholder AccountServices (SAS) (10/09–present); Senior Vice President of USAA FinancialPlanning Services Insurance Agency, Inc. (FPS) (04/11–present); Directorof FPS (12/13–present); President and Director of USAA InvestmentCorporation (ICORP) (03/10–present); Director of USAA FinancialAdvisors, Inc. (FAI) (12/13–present). Mr. McNamara brings to the Boardextensive experience in the financial services industry, including experience asan officer of the Trust.


NON-INTERESTED (INDEPENDENT) TRUSTEES

Robert L. Mason, Ph.D.2, 3, 4, 5, 6, 7

Trustee and Chair of the Board of TrusteesBorn: July 1946Year of Election or Appointment: 1997†

Institute Analyst, Southwest Research Institute (03/02–01/16), which focuses inthe fields of technological research. He was employed at Southwest ResearchInstitute for 40 years. Dr. Mason brings to the Board particular experiencewith information technology matters, statistical analysis, and humanresources as well as over 20 years’ experience as a Board member of theUSAA family of funds. Dr. Mason holds no other directorships of anypublicly held corporations or other investment companies outside the USAAfamily of funds.

Jefferson C. Boyce3, 4, 5, 6, 7

TrusteeBorn: September 1957Year of Election or Appointment: 2013

Senior Managing Director, New York Life Investments, LLC (1992–2012), aninvestment manager. Mr. Boyce brings to the Board experience in financialinvestment management, and, in particular, institutional and retail mutualfunds, variable annuity products, broker dealers, and retirement programs,including experience in organizational development, marketing, productdevelopment, and money management as well as four years’ experience as aBoard member of the USAA family of funds. Mr. Boyce is a board memberof Westhab, Inc.


Dawn M. Hawley3, 4, 5, 6, 7, 9

TrusteeBorn: February 1954Year of Election or Appointment: 2014

Manager of Finance, Menil Foundation, Inc. (05/07–06/11), which is a privatefoundation that oversees the assemblage of sculptures, prints, drawings,photographs, and rare books. Director of Financial Planning and Analysisand Chief Financial Officer, AIM Management Group, Inc. (10/87–01/06).Ms. Hawley brings to the Board experience in financial investment managementand, in particular, institutional and retail mutual funds, variable annuityproducts, broker dealers, and retirement programs, including experience infinancial planning, budgeting, accounting practices, and asset/liabilitymanagement functions including major acquisitions and mergers, as well asover three years of experience as a Board member of the USAA family offunds. Ms. Hawley holds no other directorships of any publicly heldcorporations or other investment companies outside the USAA family offunds.

Paul L. McNamara3, 4, 5, 6, 7

TrusteeBorn: July 1948Year of Election or Appointment: 2012

Director, Cantor Opportunistic Alternatives Fund, LLC (03/10–02/14),which is a closed-end fund of funds by Cantor Fitzgerald InvestmentAdvisors, LLC. Mr. McNamara retired from Lord Abbett & Co. LLC, anindependent U.S. investment management firm, as an Executive Member on09/30/09, a position he held since 10/02. He had been employed at Lord Abbettsince 1996. Mr. McNamara brings to the Board extensive experience with thefinancial services industry and, in particular, institutional and retail mutualfund markets, including experience with mutual fund marketing, distribution,and risk management, as well as overall experience with compliance andcorporate governance issues. Mr. McNamara also has experience serving as afund director as well as five years’ experience as a Board member of the USAAfamily of funds. Paul L. McNamara is of no relation to Daniel S. McNamara.Mr. McNamara holds no other directorships of any publicly held corporationsor other investment companies outside the USAA family of funds.


Richard Y. Newton III3,4,5,6,7

TrusteeBorn: January 1956Year of Election or Appointment: 2017

Managing Partner, Pioneer Partnership Development Group (12/15–present);Executive Director, The Union League Club of New York (06/14–11/15);Executive Vice President, Air Force Association (08/12–05/14); LieutenantGeneral, United States Air Force (01/08–06/12). Lieutenant GeneralNewton (Ret.) served 34 years of active duty in the United States Air Force.Lt. Gen. Newton retired as the Assistant Vice Chief of Staff and Directorof Air Staff at the Headquarters of the U.S. Air Force where he wasresponsible for overseeing the administration and organization of the AirStaff, which develops policies, plans and programs, establishes requirements,and provides resources to support the Air Force’s mission. Lt. Gen. Newtonbrings to the Board extensive management and military experience. Lt. Gen. Newton is a graduate of the United States Air Force Academy,Webster University, and The National War College. Lt. Gen. Newton holdsno other directorships of any publicly held corporations or other investmentcompanies outside the USAA family of funds.

Barbara B. Ostdiek, Ph.D.3, 4, 5, 6, 7, 8

TrusteeBorn: March 1964Year of Election or Appointment: 2008

Senior Associate Dean of Degree programs at Jesse H. Jones GraduateSchool of Business at Rice University (07/13–present); Associate Professorof Finance at Jesse H. Jones Graduate School of Business at Rice University(07/01–present); Academic Director, El Paso Corporation Finance Center atJesse H. Jones Graduate School of Business at Rice University (07/02–06/12).Dr. Ostdiek brings to the Board particular experience with financialinvestment management, education, and research as well as over nine years’experience as a Board member of the USAA family of funds. Dr. Ostdiekholds no other directorships of any publicly held corporations or otherinvestment companies outside the USAA family of funds.


Michael F. Reimherr3, 4, 5, 6, 7

TrusteeBorn: August 1945Year of Election or Appointment: 2000

President of Reimherr Business Consulting (05/95–present), which performsbusiness valuations of large companies to include the development of annualbusiness plans, budgets, and internal financial reporting. Mr. Reimherrbrings to the Board particular experience with organizational development,budgeting, finance, and capital markets as well as over 17 years’ experienceas a Board member of the USAA family of funds. Mr. Reimherr holds noother directorships of any publicly held corporations or other investmentcompanies outside the USAA family of funds.

1 Indicates the Trustee is an employee of AMCO or affiliated companies and isconsidered an “interested person” under the Investment Company Act of 1940.

2 Member of Executive Committee.3 Member of Audit and Compliance Committee.4 Member of Product Management and Distribution Committee.5 Member of Corporate Governance Committee.6 Member of Investments Committee.7 The address for all non-interested trustees is that of the USAA Funds,

P.O. Box 659430, San Antonio, TX 78265-9430.8 Dr. Ostdiek has been designated as an Audit and Compliance Committee

Financial Expert by the Funds’ Board. 9 Ms. Hawley has been designated as an Audit and Compliance Committee

Financial Expert by the Funds’ Board.† Dr. Mason was elected as Chair of the Board in January 2012.


INTERESTED OFFICERS1

John C. Spear

Vice PresidentBorn: May 1964Year of Appointment: 2016

Senior Vice President and Chief Investment Officer, USAA Investments, (03/17–present); Vice President and Chief Investment Officer, USAAInvestments, (11/16–03/17); Vice President, Long Term Fixed Income,(05/12–11/16); Vice President, Insurance Portfolios, (07/01–05/12).

John P. Toohey

Vice PresidentBorn: March 1968Year of Appointment: 2009

Head of Equities, Equity Investments, AMCO (01/12–present); VicePresident, Equity Investments, IMCO (02/09–12/11).

James G. Whetzel

SecretaryBorn: February 1978Year of Appointment: 2013

Vice President, FASG General Counsel, USAA (12/15–present); AssistantVice President, FASG General Counsel, USAA (10/13–12/15); ExecutiveDirector, FASG General Counsel, USAA (10/12–10/13); Attorney, FASGGeneral Counsel, USAA (11/08–10/12); Assistant Secretary, USAA family offunds (04/10–06/13); Director, FPS (03/15–01/16). Mr. Whetzel also servesas Secretary of IMCO, AMCO, SAS, and ICORP.


Daniel J. Mavico

Assistant SecretaryBorn: June 1977Year of Appointment: 2013

Assistant Vice President, Lead Securities Attorney, FASG General Counsel,USAA (11/14–present); Executive Director, Lead Securities Attorney,FASG General Counsel, USAA (04/13–11/14); Attorney, FASG GeneralCounsel (04/10–04/13); Assistant Secretary, FAI (05/12–03/15). Mr. Mavicoalso serves as Secretary of FAI, FPS and Assistant Secretary of IMCO,AMCO, and SAS.

Roberto Galindo, Jr.

TreasurerBorn: November 1960Year of Appointment: 2008

Assistant Vice President, Portfolio Accounting/Financial Administration,USAA (12/02–present). Mr. Galindo also serves as the Funds’ PrincipalFinancial Officer.

James K. De Vries

Assistant TreasurerBorn: April 1969Year of Appointment: 2013

Executive Director, Investment and Financial Administration, USAA,(04/12–present); Director, Tax, USAA (11/09–04/12).


Stephanie A. Higby

Chief Compliance OfficerBorn: July 1974Year of Appointment: 2013

Assistant Vice President, Compliance Mutual Funds, USAA (12/16–present);Executive Director, Institutional Asset Management Compliance, USAA(04/13–12/16); Director of Compliance, Institutional Asset ManagementCompliance, USAA (03/12–04/13); Compliance Director for USAAMutual Funds Compliance, USAA (06/06–02/12). Ms. Higby also serves asthe Funds’ anti-money laundering compliance officer and as the ChiefCompliance Officer for AMCO and IMCO.

1 Indicates those Officers who are employees of AMCO or affiliated companiesand are considered “interested persons” under the Investment Company Actof 1940.

Trustees Daniel S. McNamaraRobert L. Mason, Ph.D.Jefferson C. BoyceDawn M. HawleyPaul L. McNamaraRichard Y. Newton IIIBarbara B. Ostdiek, Ph.D. Michael F. Reimherr

Administrator and USAA Asset Management CompanyInvestment Adviser P.O. Box 659453

San Antonio, Texas 78265-9825

Underwriter and USAA Investment Management CompanyDistributor P.O. Box 659453

San Antonio, Texas 78265-9825

Transfer Agent USAA Shareholder Account Services9800 Fredericksburg RoadSan Antonio, Texas 78288

Custodian and State Street Bank and Trust CompanyAccounting Agent P.O. Box 1713

Boston, Massachusetts 02105

Independent Ernst & Young LLPRegistered Public 100 West Houston St., Suite 1700Accounting Firm San Antonio, Texas 78205

Mutual Fund Under “My Accounts” onSelf-Service 24/7 usaa.com select your mutual fundat usaa.com account and either click the link orOr call select ‘I want to...’ and select(800) 531-USAA (8722) the desired action.(210) 531-8722

Copies of the Manager’s proxy voting policies and procedures, approved by the Trust’s Board ofTrustees for use in voting proxies on behalf of the Fund, are available without charge (i) by calling(800) 531-USAA (8722) or (210) 531-8722; (ii) at usaa.com; and (iii) in summary within theStatement of Additional Information on the SEC’s website at http://www.sec.gov. Informationregarding how the Fund voted proxies relating to portfolio securities during the most recent 12-monthperiod ended June 30 is available without charge (i) at usaa.com; and (ii) on the SEC’s website athttp://www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first and thirdquarters of each fiscal year on Form N-Q. These Forms N-Q are available at no charge (i) by calling(800) 531-USAA (8722) or (210) 531-8722; (ii) at usaa.com; and (iii) on the SEC’s website athttp://www.sec.gov. These Forms N-Q also may be reviewed and copied at the SEC’s PublicReference Room in Washington, D.C. Information on the operation of the Public Reference Roommay be obtained by calling (800) 732-0330.

23427-0917 ©2017, USAA. All rights reserved.

Documents

ANNUAL REPORT - USAA 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