UATXX Usaa Treasury Money Market Trust (MM)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR/S

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number: 811-7852

Exact name of registrant as specified in charter: USAA MUTUAL FUNDS TRUST

Address of principal executive offices and zip code: 9800 FREDERICKSBURG ROAD

SAN ANTONIO, TX 78288

Name and address of agent for service: CHRISTOPHER P. LAIA
 USAA MUTUAL FUNDS TRUST
 9800 FREDERICKSBURG ROAD
 SAN ANTONIO, TX 78288

Registrant's telephone number, including area code: (210) 498-0226

Date of fiscal year end: MARCH 31,

Date of reporting period: SEPTEMBER 30, 2009

ITEM 1. SEMIANNUAL REPORT TO STOCKHOLDERS.
USAA MUTUAL FUNDS TRUST - SEMIANNUAL REPORT FOR PERIOD ENDED SEPTEMBER 30, 2009

[LOGO OF USAA]
USAA(R)

[GRAPHIC OF USAA TAX EXEMPT MONEY MARKET FUND]

SEMIANNUAL REPORT
USAA TAX EXEMPT MONEY MARKET FUND
SEPTEMBER 30, 2009

FUND OBJECTIVE

INTEREST INCOME THAT IS EXEMPT FROM FEDERAL INCOME TAX AND A FURTHER OBJECTIVE OF PRESERVING CAPITAL AND MAINTAINING LIQUIDITY.

TYPES OF INVESTMENTS

Invests in high-quality, tax-exempt securities with remaining maturities of 397 days or less.

TABLE OF CONTENTS

PRESIDENT'S MESSAGE 2

MANAGERS' COMMENTARY 4

INVESTMENT OVERVIEW 7

FINANCIAL INFORMATION

 Portfolio of Investments 12

 Notes to Portfolio of Investments 29

 Financial Statements 30

 Notes to Financial Statements 33

EXPENSE EXAMPLE 41

ADVISORY AGREEMENT 43

THIS REPORT IS FOR THE INFORMATION OF THE SHAREHOLDERS AND OTHERS WHO HAVE RECEIVED A COPY OF THE CURRENTLY EFFECTIVE PROSPECTUS OF THE FUND, MANAGED BY USAA INVESTMENT MANAGEMENT COMPANY. IT MAY BE USED AS SALES LITERATURE ONLY WHEN PRECEDED OR ACCOMPANIED BY A CURRENT PROSPECTUS, WHICH PROVIDES FURTHER DETAILS ABOUT THE FUND.

(C)2009, USAA. All rights reserved.

PRESIDENT'S MESSAGE

"WHEN SELECTING A SPECIFIC SECURITY, WE
STRIVE TO FIND A GOLDEN MEAN BETWEEN THE [PHOTO OF CHRISTOPHER W. CLAUS]
LEVEL OF INCOME, THE CREDIT RISK OF THE ISSUER,
AND THE PRICE VOLATILITY OF THE BOND."

OCTOBER 2009

The reversal in investor sentiment -- from the extreme pessimism of late 2008 to the optimism of 2009 -- has been remarkable.

During 2008, the municipal bond market suffered one of its worst selloffs in history. "Credit spreads," the risk premium between the yield of an investment-grade tax-exempt bond and a comparable U.S. Treasury, widened dramatically amid poor liquidity conditions and distressed selling. Economic conditions deteriorated and unemployment increased. Accordingly, tax revenues declined; however, most municipalities had the political will to address their budgetary challenges and protect their credit standing.

Investors rediscovered the value of municipal securities -- attractive after-tax yields -- beginning in January 2009. The result was strong demand: prices rebounded and yields dropped as credit spreads contracted toward historical norms. (A bond's yield moves in the opposite direction of its price.)

Yields on tax-exempt money markets also declined as the Federal Reserve (the Fed), in an effort to stimulate the economy, cut short-term interest rates nearly to zero. I expect Fed governors to keep rates at these levels until they see evidence of a sustained economic recovery. Consequently, money market yields are unlikely to increase until at least the second half of next year.

At the time of this writing, the economy appears to have stabilized. Housing prices and manufacturing have both shown signs of improvement.

2 | USAA TAX EXEMPT MONEY MARKET FUND

Corporate earnings have generally exceeded expectations, but much of the earnings were achieved by cost cutting and inventory reduction. For an economic recovery to take hold, companies must see top line revenue growth, and that depends on the consumer. Unfortunately, the unemployment rate appears to be weighing down consumer confidence. As a result, I expect the economy to experience an extended period of slow growth before it regains its full health.

In the meantime, the after-tax yields on municipal bonds remain attractive. Their tax-exempt status may become even more appealing if the federal and state governments raise taxes.

At USAA, we remain confident in our approach to managing your municipal bond and money market investments. Our primary objective is to distribute a high level of tax-free interest without undue risk of principal. When selecting a specific security, we strive to find a golden mean between the level of income, the credit risk of the issuer, and the price volatility of the bond. Our portfolio managers are supported by a fixed-income research team of experienced analysts. As always, we continue to avoid bonds that are subject to the alternative minimum tax for individuals.

During this uncertain period, like in any other, we encourage our members to be diversified. You also should have an investment plan that meets your individual goals, risk tolerance, and time horizon. Municipal bond prices may have risen, but it is important to remember that the driver of long-term fixed-income performance is the compounding interest of the bonds we hold.

Thank you for your trust in us. We appreciate the opportunity to serve your investment needs.

Sincerely,

/s/ CHRISTOPHER W. CLAUS

Christopher W. Claus
President and Vice Chairman of the Board
USAA Mutual Funds Trust

Diversification does not guarantee a profit or prevent a loss.

PRESIDENT'S MESSAGE | 3

MANAGERS' COMMENTARY ON THE FUND

--------------------------------------------------------------------------------
[PHOTO OF JOHN C. BONNELL] [PHOTO OF DALE R. HOFFMANN]

 JOHN C. BONNELL, CFA DALE R. HOFFMANN
 USAA Investment USAA Investment
 Management Company Management Company
--------------------------------------------------------------------------------

o HOW DID THE USAA TAX EXEMPT MONEY MARKET FUND (THE FUND) PERFORM FROM APRIL 1, 2009, TO SEPTEMBER 30, 2009?

The Fund performed well for the reporting period ended September 30, 2009. The Fund had a return of 0.43%, compared to an average return of 0.08% for the tax-exempt money market funds category, according to iMoneyNet, Inc. During the reporting period, the Fund ranked 3 out of 110 funds for the category. Rankings are based on six-month net compound unannualized returns.

o WHAT WERE THE MARKET CONDITIONS?

To maintain liquidity in the markets, the Federal Reserve (the Fed) held the federal funds target rate at a range between 0% and 0.25% throughout the reporting period. The economy showed signs of improvement, suggesting the worst of the recession might be over.

Yields on short-term tax-exempt securities dropped as demand overwhelmed supply. Investors flocked to the safety of money market funds, apparently content to remain on the sidelines until the financial markets stabilized. Demand was strong for municipal

Refer to page 8 for benchmark definition.

Past performance is no guarantee of future results.

4 | USAA TAX EXEMPT MONEY MARKET FUND

variable-rate demand notes (VRDNs). The Bond Buyer One-Year Note Index averaged 0.71% during the period. The SIFMA Municipal Swap Index, the index of seven-day VRDNs, started the reporting period at 0.54% on April 1, 2009, reached a low of 0.27% on July 8, 2009, and ended the reporting period at 0.34%.

o WHAT WERE YOUR STRATEGIES IN THIS ENVIRONMENT?

To maintain the safety and liquidity of your Fund, we concentrated our purchases in VRDNs. A majority of the VRDNs owned by the Fund possess a feature guaranteeing the payment of both principal and interest. In addition, they provide flexibility because they can be sold at par value (100% of face value) with a notice of seven days or less. At the end of the period, the portfolio's weighted average maturity (WAM) was 17 days.

As always, we relied on our seasoned team of credit analysts to evaluate and monitor each of the Fund's holdings. Their hard work has enabled us to avoid credit problems in the Fund in one of the most difficult credit periods in decades.

o WHAT IS THE OUTLOOK?

We expect the Fed to continue supporting the U.S. economy and the credit markets. With no immediate threat of inflation, short-term rates are likely to remain low until at least the middle of 2010. Once rate increases begin, we believe they will be gradual with the shortest maturities benefiting first.

The Bond Buyer One-Year Note Index is based on estimated yields for theoretical new one-year note issues from 10 state and local issuers:
California, Colorado, Idaho, Los Angeles County, Michigan, New Jersey, New York City, Pennsylvania, Texas, and Wisconsin. The index is an unweighted average of the average estimated bid-side yields for the 10 issues.

The Securities Industry and Financial Markets Association (SIFMA) Municipal Swap Index, produced by Municipal Market Data, is a seven-day high-grade market index comprised of tax-exempt variable-rate demand obligations from Municipal Market Data's extensive database.

MANAGERS' COMMENTARY ON THE FUND | 5

 We will continue to focus on maintaining the safety and liquidity of your
 Fund, while striving to maximize the tax-exempt income you receive. To make
 the Fund as tax efficient as possible, we will also continue to avoid issues
 subject to the alternative minimum tax, also known as the AMT, for
 individuals.

 Thank you for the confidence you have placed in us.

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

6 | USAA TAX EXEMPT MONEY MARKET FUND

INVESTMENT OVERVIEW

USAA TAX EXEMPT MONEY MARKET FUND (Ticker Symbol: USEXX)

--------------------------------------------------------------------------------
 9/30/09 3/31/09
--------------------------------------------------------------------------------
Net Assets $3,732.8 Million $3,498.9 Million
Net Asset Value Per Share $1.00 $1.00
Dollar-Weighted Average
Portfolio Maturity 17 Days 19 Days

Dollar-weighted average portfolio maturity is obtained by multiplying the dollar value of each investment by the number of days left to its maturity, then adding those figures together and dividing them by the total dollar value of the Fund's portfolio.

0.43%* 1.20% 2.35% 2.16% 0.48%

*Total returns for periods of less than one year are not annualized. This six-month return is cumulative.

THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA QUOTED. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END, VISIT USAA.COM.

AN INVESTMENT IN A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND.

Total return equals income return and assumes reinvestment of all net investment income and realized capital gain distributions. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Yields and returns fluctuate. The seven-day yield quotation more closely reflects current earnings of the Fund than the total return quotation.

INVESTMENT OVERVIEW | 7

o 7-DAY YIELD COMPARISON o

[CHART OF 7-DAY YIELD COMPARISON]

USAA TAX EXEMPT

 MONEY MARKET FUND iMONEYNET AVERAGE
 9/29/2008 6.07% 5.05%
10/27/2008 2.62 1.74
11/24/2008 1.47 0.79
12/29/2008 1.39 0.80
 1/26/2009 0.76 0.26
 2/23/2009 0.86 0.33
 3/30/2009 0.97 0.29
 4/27/2009 0.94 0.28
 5/26/2009 1.12 0.22
 6/29/2009 0.93 0.14
 7/27/2009 0.87 0.10
 8/24/2009 0.66 0.08
 9/28/2009 0.48 0.07

[END CHART]

Data represent the last Monday of each month. Ending date 9/28/09.

The graph tracks the USAA Tax Exempt Money Market Fund's seven-day yield against iMoneyNet, Inc. tax-free national retail money funds, an average of money market fund yields. iMoneyNet, Inc. is an organization that tracks the performance of money market funds.

Past performance is no guarantee of future results.

8 | USAA TAX EXEMPT MONEY MARKET FUND

TOP 10 INDUSTRIES
AS OF 9/30/09
(% of Net Assets)

Hospital ............................................ 20.6%
Education ........................................... 11.3%
Electric Utilities .................................. 7.7%
Water/Sewer Utility ................................. 7.4%
General Obligation .................................. 6.7%
Nursing/CCRC ........................................ 5.8%
Buildings ........................................... 4.7%
Multifamily Housing ................................. 4.6%
Community Service ................................... 4.2%
Agricultural Products ............................... 2.9%

You will find a complete list of securities that the Fund owns on pages 12-28.

INVESTMENT OVERVIEW | 9

o PORTFOLIO MIX -- 9/30/2009 o

 [PIE CHART OF PORTFOLIO MIX]

VARIABLE-RATE DEMAND NOTES 93.8%
FIXED-RATE INSTRUMENTS 4.6%
PUT BONDS 3.3%

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

[END CHART]

10 | USAA TAX EXEMPT MONEY MARKET FUND

o CUMULATIVE PERFORMANCE OF $10,000 o

[CHART OF CUMULATIVE PERFORMANCE]

USAA TAX EXEMPT
MONEY MARKET FUND

09/30/99 $10,000.00
10/31/99 10,025.30
11/30/99 10,054.84
12/31/99 10,085.82
01/31/00 10,113.00
02/29/00 10,139.47
03/31/00 10,169.29
04/30/00 10,198.23
05/31/00 10,239.59
06/30/00 10,273.22
07/31/00 10,306.10
08/31/00 10,340.08
09/30/00 10,373.18
10/31/00 10,410.46
11/30/00 10,445.43
12/31/00 10,478.62
01/31/01 10,508.30
02/28/01 10,536.32
03/31/01 10,562.65
04/30/01 10,594.27
05/31/01 10,622.62
06/30/01 10,645.41
07/31/01 10,668.17
08/31/01 10,687.51
09/30/01 10,704.13
10/31/01 10,723.21
11/30/01 10,738.68
12/31/01 10,750.67
01/31/02 10,761.58
02/28/02 10,771.82
03/31/02 10,782.44
04/30/02 10,793.96
05/31/02 10,807.00
06/30/02 10,816.70
07/31/02 10,826.85
08/31/02 10,837.75
09/30/02 10,848.06
10/31/02 10,860.59
11/30/02 10,871.99
12/31/02 10,881.12
01/31/03 10,889.26
02/28/03 10,896.90
03/31/03 10,904.86
04/30/03 10,913.27
05/31/03 10,922.39
06/30/03 10,929.20
07/31/03 10,934.35
08/31/03 10,939.63
09/30/03 10,945.33
10/31/03 10,952.02
11/30/03 10,958.41
12/31/03 10,965.55
01/31/04 10,971.61
02/29/04 10,976.65
03/31/04 10,982.29
04/30/04 10,988.96
05/31/04 10,995.03
06/30/04 11,001.30
07/31/04 11,007.89
08/31/04 11,015.23
09/30/04 11,024.28
10/31/04 11,036.19
11/30/04 11,047.63
12/31/04 11,060.59
01/31/05 11,072.62
02/28/05 11,085.48
03/31/05 11,099.96
04/30/05 11,119.38
05/31/05 11,141.71
06/30/05 11,160.35
07/31/05 11,178.34
08/31/05 11,197.76
09/30/05 11,219.05
10/31/05 11,239.36
11/30/05 11,262.33
12/31/05 11,289.93
01/31/06 11,313.24
02/28/06 11,336.50
03/31/06 11,363.82
04/30/06 11,390.05
05/31/06 11,419.93
06/30/06 11,452.26
07/31/06 11,480.99
08/31/06 11,511.09
09/30/06 11,541.64
10/31/06 11,571.07
11/30/06 11,601.03
12/31/06 11,634.90
01/31/07 11,664.14
02/28/07 11,692.79
03/31/07 11,725.07
04/30/07 11,756.11
05/31/07 11,790.72
06/30/07 11,823.87
07/31/07 11,855.18
08/31/07 11,891.70
09/30/07 11,921.76
10/31/07 11,953.82
11/30/07 11,986.46
12/31/07 12,016.44
01/31/08 12,043.97
02/29/08 12,067.50
03/31/08 12,095.43
04/30/08 12,118.60
05/31/08 12,143.56
06/30/08 12,163.01
07/31/08 12,181.60
08/31/08 12,201.71
09/30/08 12,236.15
10/31/08 12,275.34
11/30/08 12,290.13
12/31/08 12,304.78
01/31/09 12,313.54
02/28/09 12,321.30
03/31/09 12,330.51
04/30/09 12,340.05
05/31/09 12,351.22
06/30/09 12,360.94
07/31/09 12,370.42
08/31/09 12,377.72
09/30/09 12,383.07

 [END CHART]

 Data from 9/30/99 through 9/30/09.

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

Past performance is no guarantee of future results. The cumulative performance quoted does not reflect the deduction of taxes that a shareholder would pay on reinvested net investment income and realized capital gain distributions or on the redemption of fund shares. Some income may be subject to federal, state, or local taxes, or to the federal alternative minimum tax. For seven-day yield information, please refer to the Fund's Investment Overview.

INVESTMENT OVERVIEW | 11

PORTFOLIO OF INVESTMENTS

September 30, 2009 (unaudited)

o CATEGORIES AND DEFINITIONS

VARIABLE-RATE DEMAND NOTES (VRDNs) -- provide the right to sell the security at face value on either that day or within the rate-reset period. The interest rate is adjusted at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. The effective maturity of these instruments is deemed to be less than 397 days in accordance with detailed regulatory requirements.

PUT BONDS -- provide the right to sell the bond at face value at specific tender dates prior to final maturity. The put feature shortens the effective maturity of the security.

FIXED-RATE INSTRUMENTS -- consist of municipal bonds, notes, and commercial paper. The interest rate is constant to maturity. Prior to maturity, the market price of a fixed-rate instrument generally varies inversely to the movement of interest rates.

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

The Fund's investments consist of securities meeting the requirements to qualify at the time of purchase as "eligible securities" under the Securities and Exchange Commission (SEC) rules applicable to money market funds. With respect to quality, eligible securities generally consist of securities rated in one of the two highest categories for

12 | USAA TAX EXEMPT MONEY MARKET FUND

short-term securities or, if not rated, of comparable quality at the time of purchase. USAA Investment Management Company (the Manager) also attempts to minimize credit risk in the Fund through rigorous internal credit research.

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

 (LIQ) Liquidity enhancement that may, under certain circumstances, provide
 for repayment of principal and interest upon demand from one of the
 following: Bank of America, N.A., Bayerische Landesbank, Citibank,
 N.A., Citigroup, Inc., Deutsche Bank A.G., Deutsche Postbank, Dexia
 Credit Local, Freddie Mac, JPMorgan Chase & Co., JPMorgan Chase Bank,
 N.A., Key Bank, N.A., Merrill Lynch & Co., Inc., Royal Bank of
 Canada, Societe Generale, or Wachovia Bank, N.A.

 (NBGA) Principal and interest payments or, under certain circumstances,
 underlying mortgages are guaranteed by a nonbank guarantee agreement
 from one of the following: Du Pont (E.I.) De Nemours and Co., Freddie
 Mac, Merrill Lynch & Co., Inc., Minnesota General Obligation, Montana
 Board of Investments Intercap Program, National Rural Utility Corp.,
 or Texas Permanent School Fund.

 (INS) Principal and interest payments are insured by one of the following:
 Assured Guaranty Corp., Berkshire Hathaway Assurance Corp., Financial
 Security Assurance, Inc., or National Indemnity Co. Although bond
 insurance reduces the risk of loss due to default by an issuer, such
 bonds remain subject to the risk that value may fluctuate for other
 reasons, and there is no assurance that the insurance company will
 meet its obligations.

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 PORTFOLIO OF INVESTMENTS | 13

o PORTFOLIO ABBREVIATIONS AND DESCRIPTIONS

EDA Economic Development Authority

EDC Economic Development Corp.

IDA Industrial Development Authority/Agency

IDB Industrial Development Board

IDC Industrial Development Corp.

ISD Independent School District

MTA Metropolitan Transportation Authority

USD Unified School District

14 | USAA TAX EXEMPT MONEY MARKET FUND

INVESTMENTS

-----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON FINAL VALUE
(000) SECURITY RATE MATURITY (000)
-----------------------------------------------------------------------------------------------------------------------------------
 VARIABLE-RATE DEMAND NOTES (93.8%)

 ALABAMA (3.1%)
$ 3,000 Auburn IDB (LOC - Compass Bank) 1.40% 4/01/2019 $ 3,000
 3,200 Auburn IDB (LOC - Allied Irish Banks plc) 1.31 5/01/2020 3,200
 2,545 Daphne YMCA Public Park and Recreation Board (LOC - Regions Bank) 3.74 10/01/2022 2,545
 1,200 Foley Redevelopment Auth. (LOC - RBC Bank (USA)) 1.00 6/01/2038 1,200
 11,145 Huntsville (LIQ)(a) 0.41 5/01/2015 11,145
 2,130 Huntsville Educational Building Auth. (LOC - SunTrust Bank) 2.76 12/01/2022 2,130
 2,340 Marengo County Port Auth. (LOC - Compass Bank) 1.10 7/01/2026 2,340
 700 Mobile Medical Clinic Board (LOC - Regions Bank) 3.59 2/01/2011 700
 3,425 Mobile Medical Clinic Board (LOC - Regions Bank) 3.09 3/01/2022 3,425
 5,015 Montgomery (LOC - Regions Bank) 3.85 6/01/2022 5,015
 1,100 Northport (LOC - Regions Bank) 3.49 9/03/2015 1,100
 3,725 Northport (LOC - Regions Bank) 3.09 7/01/2018 3,725
 12,795 Spanish Fort Redevelopment Auth. (LIQ) (LOC - Bank of America, N.A.)(a) 0.90 3/01/2012 12,795
 10,000 Tuscaloosa County IDA (LOC - JPMorgan Chase Bank, N.A.) 0.50 3/01/2027 10,000
 10,000 Tuscaloosa County IDA (LOC - JPMorgan Chase Bank, N.A.) 0.50 12/01/2027 10,000
 11,000 Tuscaloosa County Port Auth. (LOC - Federal Home Loan Bank of Atlanta) 0.41 5/01/2030 11,000
 32,500 Tuscaloosa County Port Auth. (LOC - Compass Bank) 1.09 12/01/2031 32,500
 ----------
 115,820
 ----------
 ARIZONA (0.6%)
 5,200 Chandler IDA (LOC - Comerica Bank, N.A.) 0.55 12/01/2037 5,200
 5,175 Phoenix Civic Improvement Corp. (INS)(LIQ)(a) 0.36 7/01/2034 5,175
 13,000 Verrado Western Overlay Community Facilities District (LOC - Compass Bank) 1.20 7/01/2029 13,000
 ----------
 23,375
 ----------
 ARKANSAS (0.1%)
 5,175 Texarkana (LOC - PNC Bank, N.A.) 0.55 3/01/2021 5,175
 ----------
 CALIFORNIA (1.3%)
 20,000 Irvine Ranch Water District (LOC - Landesbank Baden-Wurttemberg) 0.40 5/01/2037 20,000
 5,000 San Diego USD (LIQ)(LOC - Dexia Credit Local)(a) 1.26 7/01/2028 5,000

PORTFOLIO OF INVESTMENTS | 15

-----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON FINAL VALUE
(000) SECURITY RATE MATURITY (000)
-----------------------------------------------------------------------------------------------------------------------------------
$ 2,900 State (LIQ)(a) 0.38% 12/01/2030 $ 2,900
 20,000 Statewide Communities Dev. Auth. (LIQ) (LOC - Citigroup, Inc.)(a) 1.04 7/01/2012 20,000
 ----------
 47,900
 ----------
 COLORADO (4.7%)
 4,980 Arista Metropolitan District (LOC - Compass Bank) 1.20 12/01/2030 4,980
 3,335 Bachelor Gulch Metropolitan District (LOC - Compass Bank) 1.10 12/01/2023 3,335
 6,510 Base Village Metropolitan District No. 2 (LOC - U.S. Bank, N.A.) 0.40 12/01/2038 6,510
 8,100 Brighton Crossing Metropolitan District No. 4 (LOC - Compass Bank) 1.10 12/01/2034 8,100
 14,000 Centerra Metropolitan District No. 1 (LOC - Compass Bank) 1.00 12/01/2029 14,000
 8,625 Commerce City Northern Infrastructure General Improvement District (LOC - U.S.
 Bank, N.A.) 0.40 12/01/2038 8,625
 6,500 Cornerstar Metropolitan District Co. (LOC - Compass Bank) 1.10 12/01/2037 6,500
 1,870 Denver Urban Renewal Auth. (LOC - Compass Bank) 1.00 9/01/2017 1,870
 8,885 Denver Urban Renewal Auth. (LOC - Compass Bank) 1.00 9/01/2017 8,885
 15,815 Denver Urban Renewal Auth. (LOC - Compass Bank) 1.00 9/01/2017 15,815
 2,150 El Paso County (LOC - JPMorgan Chase Bank, N.A.) 0.95 11/01/2021 2,150
 1,155 Health Facilities Auth. (LOC - JPMorgan Chase Bank, N.A.) 0.95 1/01/2018 1,155
 10,125 Health Facilities Auth. (LOC - Key Bank, N.A.) 1.30 6/01/2030 10,125
 20,230 Health Facilities Auth. (LOC - Allied Irish Banks plc) 0.44 6/01/2037 20,230
 23,990 Jefferson Metropolitan District (LIQ)(NBGA)(a) 1.41 12/01/2028 23,990
 600 Postsecondary Educational Facilities Auth.
 (LOC - Wells Fargo Bank, N.A.) 0.44 6/01/2011 600
 1,340 Postsecondary Educational Facilities Auth. (LOC - JPMorgan Chase Bank, N.A.) 0.95 4/01/2013 1,340
 6,650 Timnath Dev. Auth. (LOC - Compass Bank) 1.10 12/01/2029 6,650
 6,745 Triview Metropolitan District (LOC - Compass Bank) 1.10 11/01/2023 6,745
 25,000 University of Colorado Hospital Auth. (INS)(LIQ) 0.42 11/15/2033 25,000
 ----------
 176,605
 ----------
 CONNECTICUT (0.2%)
 6,495 Health and Educational Facilities Auth. (LOC - Allied Irish Banks plc) 1.30 7/01/2030 6,495
 ----------

 DELAWARE (0.4%)
 8,050 EDA (LOC - Citizens Bank of Pennsylvania) 1.58 7/01/2033 8,050
 6,600 EDA IDA 1.85 12/01/2014 6,600
 ----------
 14,650
 ----------

16 | USAA TAX EXEMPT MONEY MARKET FUND

-----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON FINAL VALUE
(000) SECURITY RATE MATURITY (000)
-----------------------------------------------------------------------------------------------------------------------------------
 DISTRICT OF COLUMBIA (0.2%)
$ 7,685 District of Columbia (LOC - SunTrust Bank) 0.85% 10/01/2030 $ 7,685
 ----------
 FLORIDA (7.4%)
 9,840 Brevard County Housing Finance Auth. (LIQ)(NBGA)(a) 0.51 12/01/2032 9,840
 15,995 Broward County Housing Finance Auth. (LIQ)(NBGA)(a) 0.66 9/01/2032 15,995
 1,400 Escambia County Health Facilities Auth. (LOC - Bank of America, N.A.) 0.40 11/15/2029 1,400
 23,000 Highlands County Health Facilities Auth. (LOC - SunTrust Bank) 0.95 11/15/2026 23,000
 22,500 Highlands County Health Facilities Auth. (LOC - SunTrust Bank) 1.20 11/15/2026 22,500
 21,280 Highlands County Health Facilities Auth. (LOC - SunTrust Bank) 0.95 11/15/2034 21,280
 16,000 Highlands County Health Facilities Auth. (LOC - SunTrust Bank) 1.09 11/15/2035 16,000
 9,900 Highlands County Health Facilities Auth. (LOC - SunTrust Bank) 1.30 11/15/2035 9,900
 2,500 Hillsborough County IDA (LIQ)(LOC - Citibank, N.A.)(a) 0.60 4/01/2014 2,500
 13,200 Housing Finance Corp. (LIQ)(NBGA)(a) 0.66 10/01/2032 13,200
 4,560 JEA (INS)(LIQ)(a) 0.45 10/01/2013 4,560
 2,535 Miami-Dade County School Board (INS)(LIQ)(a) 0.38 5/01/2015 2,535
 9,000 Miami-Dade County School Board (INS)(LIQ)(a) 0.50 5/01/2016 9,000
 21,800 Orange County Health Facilities Auth. (LOC - SunTrust Bank) 0.85 10/01/2026 21,800
 37,700 Orlando-Orange County Expressway Auth. (LIQ)(INS) 0.37 7/01/2032 37,700
 2,800 Palm Beach County (LOC - Northern Trust Co.) 0.48 3/01/2027 2,800
 17,945 Peace River (LIQ)(INS)(a) 0.85 10/01/2013 17,945
 2,975 Pembroke Pines (INS)(LIQ) 0.33 7/01/2032 2,975
 8,355 Seminole County IDA (LOC - Allied Irish Banks plc) 0.53 11/01/2034 8,355
 19,405 Sunshine State Governmental Financing Commission (LOC - Dexia Credit Local) 0.40 7/01/2016 19,405
 1,500 Tallahassee (LIQ)(a) 0.47 6/01/2014 1,500
 3,200 Univ. of North Florida Financing Corp. (LIQ)(LOC - Deutsche Bank A.G.)(a) 0.37 11/01/2027 3,200
 9,995 West Palm Beach (LIQ)(a) 0.47 10/01/2012 9,995
 ----------
 277,385
 ----------

PORTFOLIO OF INVESTMENTS | 17

-----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON FINAL VALUE
(000) SECURITY RATE MATURITY (000)
-----------------------------------------------------------------------------------------------------------------------------------
 GEORGIA (1.3%)
$ 9,500 Floyd County Dev. Auth. (LOC - RBC Bank (USA)) 0.89% 4/01/2017 $ 9,500
 10,000 Hall County Hospital Auth. (INS)(LIQ) 0.55 5/01/2036 10,000
 30,150 Metropolitan Rapid Transit Auth. (LOC - Bayerische Landesbank and WestLB A.G.) 0.38 7/01/2025 30,150
 ----------
 49,650
 ----------
 HAWAII (0.3%)
 4,190 Pacific Health (LOC - Bank of Nova Scotia) 0.45 7/01/2033 4,190
 5,130 Pacific Health (LOC - Bank of Nova Scotia) 0.45 7/01/2033 5,130
 ----------
 9,320
 ----------
 ILLINOIS (2.9%)
 13,325 Chicago (LIQ)(a) 0.50 5/01/2014 13,325
 20,130 Chicago (LIQ)(INS)(a) 1.15 1/01/2015 20,130
 1,000 Cook County (LOC - RBS Citizens, N.A.) 2.05 5/01/2020 1,000
 4,200 Dev. Finance Auth. 0.47 1/01/2016 4,200
 1,255 Dev. Finance Auth. (LOC - Northern Trust Co.) 1.07 8/01/2022 1,255
 3,190 Finance Auth. (LOC - Fifth Third Bank) 3.15 3/01/2031 3,190
 7,650 Finance Auth. (LOC - RBS Citizens, N.A.) 1.75 1/01/2037 7,650
 6,500 Finance Auth. (LOC - RBS Citizens, N.A.) 1.65 9/01/2043 6,500
 19,990 Metropolitan Pier and Exposition Auth. (LIQ)(LOC - Deutsche Bank A.G.)(a) 0.37 6/15/2034 19,990
 6,000 Metropolitan Pier and Exposition Auth. (LIQ)(LOC - Deutsche Bank A.G.)(a) 0.37 12/15/2039 6,000
 4,249 Springfield Airport Auth. 0.78 10/15/2016 4,249
 20,760 Woodridge (INS)(LOC - Societe Generale) 0.90 7/01/2020 20,760
 ----------
 108,249
 ----------
 INDIANA (2.6%)
 6,910 Berne (LOC - Federal Home Loan Bank of Indiana) 0.50 10/01/2033 6,910
 646 Crawfordsville (LOC - Federal Home Loan Bank of Indiana) 0.44 1/01/2030 646
 8,165 Dev. Finance Auth. (LOC - Key Bank, N.A.) 1.75 1/01/2023 8,165
 5,995 Evansville (LOC - Fifth Third Bank) 1.75 1/01/2025 5,995
 9,620 Finance Auth. (LOC - Federal Home Loan Bank of Indiana) 0.50 7/01/2029 9,620
 3,155 Finance Auth. (LOC - National City Bank) 0.55 6/01/2037 3,155
 11,230 Health Facilities Auth. (LOC - Fifth Third Bank) 4.25 4/01/2022 11,230
 9,300 Health Facilities Auth. (LOC - Fifth Third Bank) 1.75 11/01/2024 9,300
 1,300 Huntington 0.87 6/26/2014 1,300
 4,380 Jasper County (LOC - Fifth Third Bank) 1.75 12/01/2022 4,380
 1,410 Morgan County (LOC - Fifth Third Bank) 1.75 12/01/2027 1,410
 10,985 Morgan County (LOC - Fifth Third Bank) 1.75 12/01/2027 10,985

18 | USAA TAX EXEMPT MONEY MARKET FUND

-----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON FINAL VALUE
(000) SECURITY RATE MATURITY (000)
-----------------------------------------------------------------------------------------------------------------------------------
$ 1,700 St. Joseph County (LOC - Wells Fargo Bank, N.A.)(b) 0.44% 6/01/2022 $ 1,700
 9,200 Tipton (LOC - Fifth Third Bank) 1.75 6/01/2031 9,200
 5,475 Winona Lake (LOC - Fifth Third Bank) 1.75 6/01/2031 5,475
 6,490 Winona Lake (LOC - Key Bank, N.A.) 2.15 7/01/2031 6,490
 ----------
 95,961
 ----------
 IOWA (4.4%)
 6,850 Chillicothe 0.47 1/01/2023 6,850
 12,750 Council Bluffs 0.47 1/01/2025 12,750
 14,900 Finance Auth. (NBGA) 0.59 11/01/2035 14,900
 8,000 Finance Auth. (NBGA)(b) 0.59 11/01/2035 8,000
 23,000 Finance Auth. 0.49 6/01/2036 23,000
 33,000 Finance Auth. 0.49 9/01/2036 33,000
 34,900 Louisa County 0.50 10/01/2024 34,900
 1,710 Sheldon 0.70 11/01/2015 1,710
 12,550 Wapello County (LOC - JPMorgan Chase Bank, N.A.) 0.50 10/01/2018 12,550
 17,005 Wapello County (LOC - JPMorgan Chase Bank, N.A.) 0.50 10/01/2031 17,005
 ----------
 164,665
 ----------
 KANSAS (0.1%)
 3,815 North Newton (LOC - U.S. Bank, N.A.) 0.43 1/01/2023 3,815
 ----------

 KENTUCKY (2.2%)
 1,685 Boone County (LOC - JPMorgan Chase Bank, N.A.) 0.95 11/01/2021 1,685
 20,975 Economic Dev. Finance Auth. (INS)(LIQ) 0.67 8/01/2018 20,975
 2,000 Frankfort 0.87 5/07/2014 2,000
 9,005 Hancock County (LOC - BMO Bank of Montreal) 0.50 7/01/2010 9,005
 9,490 Hancock County (LOC - BMO Bank of Montreal) 0.50 7/01/2011 9,490
 20,000 Hancock County (LOC - HSBC Bank USA) 0.50 7/01/2012 20,000
 1,555 Lexington-Fayette Urban County (LOC - JPMorgan Chase Bank, N.A.) 0.95 7/01/2021 1,555
 18,110 Louisville and Jefferson County (INS)(LIQ)(a) 0.36 12/01/2012 18,110
 ----------
 82,820
 ----------
 LOUISIANA (3.1%)
 1,550 Ascension Parish 0.87 9/01/2010 1,550
 6,600 Ascension Parish 0.47 3/01/2011 6,600
 5,000 Donaldsonville IDB (LOC - Regions Bank) 4.27 2/01/2027 5,000
 1,470 Environmental Facilities and Community Dev. Auth.
 (LOC - Federal Home Loan Bank of Dallas) 0.50 4/01/2018 1,470
 1,900 Hammond Area Economic and Industrial Dev. District
 (LOC - Federal Home Loan Bank of Dallas) 0.41 3/01/2033 1,900
 9,540 New Orleans (LOC - Capital One, N.A.) 1.15 8/01/2024 9,540
 1,100 Public Facilities Auth. 0.47 8/01/2017 1,100

PORTFOLIO OF INVESTMENTS | 19

-----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON FINAL VALUE
(000) SECURITY RATE MATURITY (000)
-----------------------------------------------------------------------------------------------------------------------------------
$ 8,690 Public Facilities Auth. (LOC - Bank of New York Mellon) 0.50% 4/01/2021 $ 8,690
 625 Public Facilities Auth. (LOC - Capital One, N.A.) 1.00 7/01/2023 625
 3,400 Public Facilities Auth. (LOC - Capital One, N.A.) 1.00 7/01/2023 3,400
 3,190 Public Facilities Auth. (LOC - Capital One, N.A.) 1.00 7/01/2027 3,190
 39,000 Public Facilities Auth. (LOC - Regions Bank) 1.60 9/01/2034 39,000
 24,000 Public Facilities Auth. (LOC - Regions Bank) 1.60 3/01/2040 24,000
 7,800 St. Tammany Parish Dev. District (LOC - Federal Home Loan Bank of Dallas) 0.41 3/01/2033 7,800
 ----------
 113,865
 ----------
 MAINE (0.4%)
 13,100 Finance Auth. (LOC - Banco Santander) 0.80 7/01/2037 13,100
 ----------
 MARYLAND (1.6%)
 1,000 Baltimore County IDA 0.87 3/01/2014 1,000
 4,935 Chestertown (LOC - RBS Citizens, N.A.) 1.75 3/01/2038 4,935
 7,500 Gaithersburg (LIQ)(LOC - Citibank, N.A.)(a) 0.60 7/01/2014 7,500
 25,405 Health and Higher Educational Facilities Auth. (LOC - Citizens Bank of
 Pennsylvania) 1.50 7/01/2040 25,405
 20,475 Montgomery County Auth. (LOC - Manufacturers & Traders Trust Co.) 0.50 12/01/2027 20,475
 ----------
 59,315
 ----------
 MASSACHUSETTS (1.9%)
 26,660 Dev. Finance Agency (LOC - RBS Citizens, N.A.) 1.60 11/01/2034 26,660
 8,500 Dev. Finance Agency (LOC - RBS Citizens, N.A.) 1.60 11/01/2036 8,500
 5,500 Dev. Finance Agency (LOC - TD Bank, N.A.) 0.45 9/01/2038 5,500
 31,100 Dev. Finance Agency (LOC - RBS Citizens, N.A.) 0.60 7/01/2043 31,100
 ----------
 71,760
 ----------
 MICHIGAN (5.3%)
 21,170 Building Auth. (LIQ)(INS)(a) 0.85 10/15/2014 21,170
 22,675 Charlotte Hospital Finance Auth. (LOC - Fifth Third Bank) 1.75 5/01/2029 22,675
 12,950 Detroit School District (LIQ)(LOC - Dexia Credit Local)(a) 1.30 5/01/2025 12,950
 12,325 Higher Education Facilities Auth. (LOC - Comerica Bank, N.A.) 0.45 8/01/2026 12,325
 15,925 Hospital Finance Auth. (LOC - Bank of America, N.A.) 0.37 11/01/2037 15,925
 10,950 Huron County (LOC - Fifth Third Bank) 1.75 10/01/2028 10,950
 31,575 Marquette County (LOC - RBS Citizens, N.A.) 1.90 3/01/2033 31,575
 5,325 Oakland County EDC (LOC - Allied Irish Banks plc) 0.55 9/01/2023 5,325
 1,545 Oakland County EDC (LOC - Allied Irish Banks plc) 1.40 9/01/2023 1,545
 19,640 Oakland County EDC (LOC - Fifth Third Bank) 1.75 3/01/2029 19,640

20 | USAA TAX EXEMPT MONEY MARKET FUND

-----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON FINAL VALUE
(000) SECURITY RATE MATURITY (000)
-----------------------------------------------------------------------------------------------------------------------------------
$ 7,120 Oakland County EDC (LOC - Comerica Bank, N.A.) 0.45% 12/01/2032 $ 7,120
 7,055 Oakland County EDC (LOC - Comerica Bank, N.A.) 0.55 5/01/2037 7,055
 12,445 Strategic Fund (LOC - Allied Irish Banks plc) 0.53 5/01/2032 12,445
 14,140 Strategic Fund (LOC - Comerica Bank, N.A.) 0.55 7/01/2034 14,140
 4,675 Strategic Fund (LOC - Comerica Bank, N.A.) 0.55 7/01/2034 4,675
 ----------
 199,515
 ----------
 MINNESOTA (0.3%)
 2,985 Canby Community Hospital District No. 1 0.70 11/01/2026 2,985
 4,675 City of Rochester (LOC - ABN AMRO Bank N.V.) 1.40 4/01/2022 4,675
 4,100 North Suburban Hospital District (LOC - Wells Fargo Bank, N.A.)(b) 0.45 2/01/2013 4,100
 ----------
 11,760
 ----------
 MISSISSIPPI (1.2%)
 17,340 Business Finance Corp. (LOC - Regions Bank) 3.09 10/01/2018 17,340
 6,145 Business Finance Corp. (LOC - Federal Home Loan Bank of Dallas) 0.40 6/01/2029 6,145
 5,500 Business Finance Corp. (LOC - Federal Home Loan Bank of Dallas) 0.41 3/01/2033 5,500
 7,310 Business Finance Corp. (LOC - Hancock Bank) 1.13 4/01/2033 7,310
 9,900 Business Finance Corp. (LOC - Hancock Bank) 0.50 12/01/2036 9,900
 ----------
 46,195
 ----------
 MISSOURI (1.5%)
 15,000 Buchanan County (LOC - Wells Fargo Bank, N.A.) 0.43 10/01/2026 15,000
 4,750 Health and Educational Facilities Auth. (LOC - Allied Irish Banks plc) 0.53 6/01/2023 4,750
 8,650 Health and Educational Facilities Auth. (LOC - Commerce Bank, N.A.) 0.49 7/01/2025 8,650
 5,850 Health and Educational Facilities Auth. (LOC - KBC Bank, N.V.) 0.32 8/01/2029 5,850
 10,345 Health and Educational Facilities Auth. (LOC - Bank of Oklahoma, N.A.) 0.52 7/01/2040 10,345
 9,000 Jackson County IDA (LOC - Commerce Bank, N.A.) 0.49 7/01/2025 9,000
 1,785 St. Louis County IDA (LOC - U.S. Bank, N.A.) 0.45 6/15/2024 1,785
 ----------
 55,380
 ----------
 NEBRASKA (0.1%)
 2,130 Sarpy County 0.87 7/01/2013 2,130
 ----------

 NEVADA (1.3%)
 28,700 Clark County (LOC - Bayerische Landesbank) 0.45 7/01/2029 28,700
 20,000 Clark County (LOC - Landesbank Baden-Wurttemberg) 0.45 7/01/2040 20,000
 ----------
 48,700
 ----------

PORTFOLIO OF INVESTMENTS | 21

-----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON FINAL VALUE
(000) SECURITY RATE MATURITY (000)
-----------------------------------------------------------------------------------------------------------------------------------
 NEW HAMPSHIRE (0.4%)
$ 15,800 Health and Educational Facilities Auth. (LOC - Federal Home Loan Bank of Boston) 0.40% 7/01/2032 $ 15,800
 ----------

 NEW JERSEY (0.4%)
 3,220 EDA (LOC - Valley National Bank) 0.55 3/01/2031 3,220
 9,830 Health Care Facilities Financing Auth. (LIQ)(LOC - Bank of America, N.A.)(a) 0.90 7/01/2013 9,830
 ----------
 13,050
 ----------
 NEW YORK (5.0%)
 4,400 Allegany County IDA (LOC - Key Bank, N.A.) 1.50 4/01/2029 4,400
 5,500 Broome County IDA (LOC - Manufacturers & Traders Trust Co.) 0.45 7/01/2023 5,500
 5,730 Broome County IDA (LOC - Manufacturers & Traders Trust Co.) 0.45 7/01/2040 5,730
 3,095 Clinton County IDA (LOC - Key Bank, N.A.) 1.30 7/01/2042 3,095
 5,100 Cohoes IDA (LOC - RBS Citizens, N.A.) 1.60 9/01/2033 5,100
 11,395 Dormitory Auth. (LIQ)(LOC - Dexia Credit Local)(a) 1.28 5/15/2022 11,395
 10,545 Dormitory Auth. (LOC - RBS Citizens, N.A.) 1.60 6/01/2034 10,545
 5,900 East Rochester Housing Auth. (LOC - RBS Citizens, N.A.) 1.60 12/01/2036 5,900
 2,330 Erie County IDA (INS)(LIQ)(a) 0.43 11/01/2015 2,330
 600 Essex County IDA (LOC - Key Bank, N.A.) 1.30 3/01/2032 600
 1,500 Lancaster IDA (LOC - Manufacturers & Traders Trust Co.) 0.45 11/01/2032 1,500
 33,000 Long Island Power Auth. (LIQ)(INS) 0.40 12/01/2029 33,000
 6,725 Monroe County IDA (LOC - Key Bank, N.A.) 1.30 6/01/2026 6,725
 9,115 Monroe County IDA (LOC - RBS Citizens, N.A.) 1.60 7/01/2027 9,115
 3,600 MTA (LIQ)(INS) 0.60 11/01/2022 3,600
 5,840 New York City (LIQ)(LOC - Dexia Credit Local)(a) 1.27 2/01/2016 5,840
 1,500 New York City Municipal Water Finance Auth. (LIQ)(a) 0.36 6/15/2013 1,500
 5,200 Oneida County IDA (LOC - Manufacturers & Traders Trust Co.) 0.45 6/01/2030 5,200
 2,040 Onondaga County IDA (LOC - RBS Citizens, N.A.) 1.60 11/01/2025 2,040
 3,185 Ontario County IDA (LOC - ABN AMRO Bank N.V.) 1.40 3/01/2028 3,185
 6,090 Ontario County IDA (LOC - Key Bank, N.A.) 2.25 7/01/2030 6,090
 13,400 Ontario County IDA (LOC - RBS Citizens, N.A.) 1.60 6/01/2036 13,400
 6,360 Ontario County IDA (LOC - RBS Citizens, N.A.) 1.50 10/01/2040 6,360
 17,660 State Dormitory Auth. (LOC - Key Bank, N.A.) 1.30 11/01/2036 17,660
 17,885 Triborough Bridge and Tunnel Auth. (LOC - Bayerische Landesbank) 0.40 1/01/2032 17,885
 ----------
 187,695
 ----------

22 | USAA TAX EXEMPT MONEY MARKET FUND

-----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON FINAL VALUE
(000) SECURITY RATE MATURITY (000)
-----------------------------------------------------------------------------------------------------------------------------------
 NORTH CAROLINA (0.9%)
$ 35,100 Charlotte-Mecklenburg Hospital Auth. (LIQ)(INS) 2.50% 1/15/2041 $ 35,100
 ----------
 OHIO (6.3%)
 22,300 Air Quality Dev. Auth. 0.55 9/01/2030 22,300
 2,170 Cadiz (LOC - National City Bank) 1.40 1/01/2033 2,170
 6,425 Cuyahoga County (LOC - Fifth Third Bank) 1.80 11/01/2023 6,425
 4,385 Cuyahoga County (LOC - Key Bank, N.A.) 1.75 3/01/2033 4,385
 6,485 Darke County (LOC - Fifth Third Bank) 1.75 12/01/2024 6,485
 8,905 Delaware County (LOC - Fifth Third Bank) 1.75 10/01/2033 8,905
 3,600 Hilliard (LOC - U.S. Bank, N.A.) 0.50 8/01/2012 3,600
 8,945 Housing Finance Agency (INS) (LOC - Societe Generale) 0.90 9/01/2026 8,945
 9,465 Logan County (LOC - Fifth Third Bank) 1.75 4/01/2027 9,465
 2,800 Meigs County (LOC - U.S. Bank, N.A.) 0.50 8/01/2012 2,800
 13,095 Montgomery County (LOC - Fifth Third Bank) 1.75 9/01/2026 13,095
 45,000 Montgomery County (LIQ)(INS) 0.50 8/01/2047 45,000
 21,885 Northeast Regional Sewer District (LIQ)(a) 0.41 5/15/2015 21,885
 15,285 Univ. of Akron (INS)(LIQ) 0.50 1/01/2029 15,285
 24,230 Univ. of Akron (INS)(LIQ) 0.50 1/01/2029 24,230
 32,600 Univ. of Cincinnati (LOC - Bayerische Landesbank) 1.75 6/01/2034 32,600
 3,000 Warren County (LOC - U.S. Bank, N.A.) 0.50 8/01/2012 3,000
 3,310 Wayne County (LOC - Fifth Third Bank) 1.75 9/01/2021 3,310
 ----------
 233,885
 ----------
 OKLAHOMA (3.0%)
 8,700 Garfield County Industrial Auth. 0.60 1/01/2025 8,700
 2,460 IDA (LOC - JPMorgan Chase Bank, N.A.) 0.95 8/01/2018 2,460
 32,400 Muskogee Industrial Trust(c) 0.62 1/01/2025 32,400
 56,000 Muskogee Industrial Trust(c) 0.53 6/01/2027 56,000
 11,400 Tulsa Industrial Auth. (LOC - Bank of Oklahoma, N.A.) 0.70 11/01/2026 11,400
 ----------
 110,960
 ----------
 OREGON (1.1%)
 3,000 Multnomah County (LOC - Key Bank, N.A.) 1.00 12/01/2029 3,000
 38,100 Port of Portland (LOC - Bank of Tokyo-Mitsubishi UFJ, Ltd.) 0.53 12/01/2014 38,100
 ----------
 41,100
 ----------
 PENNSYLVANIA (3.0%)
 10,855 Central Bucks School District (LIQ)(LOC - Dexia Credit Local)(a) 1.30 5/15/2022 10,855
 5,250 Chartiers Valley Industrial and Commercial Dev. Auth. 1.13 11/15/2017 5,250
 25,000 Delaware Valley (LOC - Bayerische Landesbank) 0.45 8/01/2016 25,000
 27,000 Emmaus General Auth. (INS)(LIQ) 0.40 12/01/2028 27,000

PORTFOLIO OF INVESTMENTS | 23

-----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON FINAL VALUE
(000) SECURITY RATE MATURITY (000)
-----------------------------------------------------------------------------------------------------------------------------------
$ 2,500 Higher Educational Facilities Auth. (LOC - Fulton Bank) 2.75% 11/01/2028 $ 2,500
 2,600 Higher Educational Facilities Auth. (LOC - Fulton Bank) 2.75 11/01/2033 2,600
 10,000 Lackawanna County (LIQ)(INS) 1.35 9/01/2035 10,000
 3,700 Langhorne Manor (LOC - Citizens Bank of Pennsylvania) 1.65 10/01/2032 3,700
 5,120 Langhorne Manor (LOC - Citizens Bank of Pennsylvania) 1.65 10/01/2032 5,120
 20,300 Water Auth. (LIQ)(INS) 0.85 11/01/2024 20,300
 ----------
 112,325
 ----------
 PUERTO RICO (2.0%)
 8,865 Commomwealth (LIQ)(LOC - Dexia Credit Local)(a) 1.29 7/01/2041 8,865
 28,490 Commonwealth (LIQ)(LOC - Bank of America, N.A.)(a) 0.80 7/01/2011 28,490
 28,920 Electric Power Auth. (LIQ)(LOC - Citibank, N.A.)(a) 0.57 12/01/2009 28,920
 9,985 Electric Power Auth. (LIQ) (LOC - Dexia Credit Local)(a) 1.29 7/01/2033 9,985
 ----------
 76,260
 ----------
 RHODE ISLAND (0.9%)
 2,900 EDC (LOC - RBS Citizens, N.A.) 1.90 10/01/2034 2,900
 16,880 Health and Educational Building Corp. (LOC - RBS Citizens, N.A.) 0.60 4/01/2035 16,880
 12,645 Health and Educational Building Corp. (LOC - RBS Citizens, N.A.) 0.60 4/01/2036 12,645
 ----------
 32,425
 ----------
 SOUTH CAROLINA (1.6%)
 15,075 Charleston County School District (INS)(LIQ)(a) 0.50 12/01/2013 15,075
 29,360 Jobs EDA (LOC - Regions Bank) 3.25 10/01/2035 29,360
 13,980 Jobs EDA (LOC - SunTrust Bank) 0.95 11/01/2035 13,980
 ----------
 58,415
 ----------
 SOUTH DAKOTA (1.5%)
 5,975 Health and Educational Facilities Auth. 0.70 11/01/2020 5,975
 3,930 Health and Educational Facilities Auth. 0.70 11/01/2025 3,930
 8,305 Health and Educational Facilities Auth. 0.70 11/01/2027 8,305
 36,495 Health and Educational Facilities Auth. (LOC - Allied Irish Banks plc) 0.55 7/01/2033 36,495
 ----------
 54,705
 ----------
 TENNESSEE (1.4%)
 34,550 Cookeville Regional Medical Center Auth. (LOC - Regions Bank) 1.60 3/01/2036 34,550
 4,900 Jackson Health, Educational and Housing Facility Board (LOC - Regions Bank) 2.00 9/01/2016 4,900

24 | USAA TAX EXEMPT MONEY MARKET FUND

-----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON FINAL VALUE
(000) SECURITY RATE MATURITY (000)
-----------------------------------------------------------------------------------------------------------------------------------
$ 2,665 Jackson Health, Educational and Housing Facility Board (LOC - Regions Bank) 1.75% 7/01/2024 $ 2,665
 9,500 McMinn County (LOC - Regions Bank) 1.75 11/01/2036 9,500
 ----------
 51,615
 ----------
 TEXAS (8.9%)
 11,000 Atascosa County IDC (NBGA) 1.15 6/30/2020 11,000
 920 Bell County Health Facilities Dev. Corp. (LOC - JPMorgan Chase Bank, N.A.) 0.95 5/01/2023 920
 25,285 Brazos County Health Facilities Dev. (LIQ)(NBGA)(a) 1.33 1/01/2019 25,285
 2,565 Cameron Education Corp. (LOC - JPMorgan Chase Bank, N.A.) 0.95 6/01/2031 2,565
 9,105 Crawford Education Facilities Corp. (LOC - BNP Paribas) 1.02 5/01/2035 9,105
 8,210 Denton County (LIQ)(a) 0.50 7/15/2011 8,210
 6,845 Department of Housing and Community Affairs (LOC - Bank of America, N.A.) 0.42 5/01/2042 6,845
 9,570 El Paso County Hospital District (LIQ)(a) 0.50 8/15/2013 9,570
 10,245 Forney ISD (LIQ)(NBGA)(a) 0.40 8/15/2033 10,245
 21,335 Houston (LIQ)(INS)(a) 0.80 11/01/2011 21,335
 20,145 Houston (INS)(LIQ)(a) 0.38 5/15/2015 20,145
 29,460 Houston (LOC - Bank of America, N.A., Bank of New York Mellon,
 Dexia Credit Local, and State Street Bank and Trust Co.) 0.50 5/15/2034 29,460
 53,350 Houston (LOC - Bank of America, N.A., Bank of New York Mellon,
 Dexia Credit Local, and State Street Bank and Trust Co.) 0.50 5/15/2034 53,350
 7,435 Judson ISD (INS)(LIQ)(a) 0.50 2/01/2031 7,435
 1,800 North Central IDA 0.87 10/01/2013 1,800
 16,285 Student Housing Auth. (LIQ)(NBGA)(a) 0.51 10/01/2033 16,285
 21,225 Tarrant County Health Facilities Dev. (LOC - HSH Nordbank A.G.) 0.50 8/15/2036 21,225
 14,470 Tarrant County Housing Finance Corp. (LIQ)(NBGA)(a) 0.51 11/01/2029 14,470
 19,500 Transportation Commission (LIQ)(a) 0.36 4/01/2033 19,500
 9,090 Transportation Commission (LIQ)(a) 0.36 4/01/2035 9,090
 7,700 Trinity River IDA 0.80 1/01/2013 7,700
 25,635 Turnpike Auth. (INS)(LIQ)(a) 0.38 1/01/2012 25,635
 ----------
 331,175
 ----------
 UTAH (0.5%)
 20,000 Board of Regents (LIQ)(LOC - Dexia Credit Local)(a) 1.31 4/01/2029 20,000
 ----------
 VERMONT (0.2%)
 6,665 Educational and Health Buildings Financing Agency (LOC - Allied Irish Banks plc) 0.45 4/15/2033 6,665
 ----------

PORTFOLIO OF INVESTMENTS | 25

-----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON FINAL VALUE
(000) SECURITY RATE MATURITY (000)
-----------------------------------------------------------------------------------------------------------------------------------
 VIRGINIA (1.5%)
$ 3,980 Alexandria IDA (LOC - Branch Banking & Trust Co.) 0.37% 10/01/2030 $ 3,980
 17,000 Chesapeake Hospital Auth. (LOC - SunTrust Bank) 0.85 7/01/2031 17,000
 3,500 Fairfax County EDA (LOC - SunTrust Bank) 0.85 6/01/2037 3,500
 20,085 Harrisonburg Redevelopment and Housing Auth. (LIQ)(NBGA)(a) 0.51 2/01/2026 20,085
 11,250 Henrico County EDA (INS)(LIQ) 0.36 11/01/2042 11,250
 640 Lynchburg IDA (LOC - SunTrust Bank) 1.00 12/01/2034 640
 ----------
 56,455
 ----------
 WASHINGTON (4.3%)
 5,000 Economic Dev. Finance Auth. (LOC - Bank of the West) 0.37 2/12/2019 5,000
 5,645 Health Care Facilities Auth. (INS)(LIQ)(a) 0.85 8/15/2013 5,645
 14,550 Health Care Facilities Auth. (LOC - Key Bank, N.A.) 1.00 7/01/2030 14,550
 18,625 Health Care Facilities Auth. (INS)(LIQ) 1.40 12/01/2036 18,625
 7,000 Health Care Facilities Auth. (LOC - Key Bank, N.A.) 1.30 2/01/2038 7,000
 45,000 Health Care Facilities Auth. (LOC - Key Bank, N.A.) 1.30 7/01/2038 45,000
 10,540 Higher Education Facilities Auth. 0.40 10/01/2031 10,540
 2,525 Housing Finance Commission (LOC - Key Bank, N.A.) 0.60 1/01/2027 2,525
 45,970 Housing Finance Commission (LOC - HSH Nordbank A.G.) 0.50 3/01/2036 45,970
 5,500 Housing Finance Commission (LOC - Key Bank, N.A.) 1.30 4/01/2043 5,500
 ----------
 160,355
 ----------
 WEST VIRGINIA (0.7%)
 2,775 Harrison County (LOC - U.S. Bank, N.A.) 0.50 12/01/2012 2,775
 9,630 Marshall County 0.47 3/01/2026 9,630
 3,100 Monongalia County (LOC - U.S. Bank, N.A.) 0.50 12/01/2012 3,100
 8,815 Monongalia County (LOC - Fifth Third Bank) 1.00 11/01/2029 8,815
 2,200 Ripley (LOC - U.S. Bank, N.A.) 0.50 12/01/2012 2,200
 ----------
 26,520
 ----------
 WISCONSIN (0.7%)
 820 Health and Educational Facilities Auth. (LOC - JPMorgan Chase Bank, N.A.) 0.95 5/01/2026 820
 4,100 Health and Educational Facilities Auth. (LOC - JPMorgan Chase Bank, N.A.) 0.40 10/01/2033 4,100
 5,000 Health and Educational Facilities Auth. (LOC - JPMorgan Chase Bank, N.A.) 0.40 10/01/2033 5,000
 8,000 Milwaukee 1.83 9/01/2015 8,000
 2,110 Milwaukee Redevelopment Auth. (LOC - JPMorgan Chase Bank, N.A.) 0.40 5/01/2025 2,110
 7,250 Sheboygan 1.83 9/01/2015 7,250
 ----------
 27,280
 ----------

26 | USAA TAX EXEMPT MONEY MARKET FUND

-----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON FINAL VALUE
(000) SECURITY RATE MATURITY (000)
-----------------------------------------------------------------------------------------------------------------------------------
 WYOMING (1.0%)
$ 16,500 Converse County 2.12% 12/01/2020 $ 16,500
 6,700 Platte County (NBGA) 0.80 7/01/2014 6,700
 9,335 Sweetwater County 2.12 12/01/2020 9,335
 6,305 Sweetwater County 2.12 12/01/2020 6,305
 ----------
 38,840
 ----------
 Total Variable-Rate Demand Notes (cost: $3,501,915) 3,501,915
 ----------
 PUT BONDS (3.3%)

 ALABAMA (0.5%)
 18,500 Mobile IDB 1.40 7/15/2034 18,500
 ----------
 COLORADO (0.5%)
 4,485 Central Platte Valley Metropolitan District (LOC - BNP Paribas) 3.00 12/01/2031 4,485
 9,700 Central Platte Valley Metropolitan District (LOC - BNP Paribas) 3.00 12/01/2036 9,700
 3,570 NBC Metropolitan District (LOC - U.S. Bank, N.A.) 2.25 12/01/2030 3,570
 ----------
 17,755
 ----------
 FLORIDA (0.4%)
 16,000 Escambia County 1.75 4/01/2039 16,000
 ----------
 GEORGIA (0.3%)
 11,000 Monroe County Dev. Auth. 1.95 11/01/2048 11,000
 ----------
 MISSISSIPPI (0.4%)
 12,545 Claiborne County (NBGA) 1.80 12/01/2015 12,545
 ----------
 MONTANA (1.2%)
 9,415 Board of Investments (NBGA) 2.15 3/01/2017 9,415
 12,055 Board of Investments (NBGA) 2.15 3/01/2018 12,055
 11,750 Board of Investments (NBGA) 2.15 3/01/2025 11,750
 12,735 Board of Investments (NBGA) 2.15 3/01/2028 12,735
 ----------
 45,955
 ----------
 Total Put Bonds (cost: $121,755) 121,755
 ----------
 FIXED-RATE INSTRUMENTS (4.6%)

 CALIFORNIA (0.5%)
 20,000 State 3.00 5/25/2010 20,224
 ----------
 CONNECTICUT (0.3%)
 10,000 Waterbury 2.50 9/01/2010 10,136
 ----------

PORTFOLIO OF INVESTMENTS | 27

-----------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT COUPON FINAL VALUE
(000) SECURITY RATE MATURITY (000)
-----------------------------------------------------------------------------------------------------------------------------------
 MINNESOTA (0.9%)
$ 3,700 Crookston ISD (NBGA) 1.00% 9/29/2010 $ 3,716
 1,330 Kimball ISD (NBGA) 1.50 9/14/2010 1,336
 1,075 Onamia ISD (NBGA) 1.50 9/15/2010 1,080
 4,270 Red Wing ISD (NBGA) 2.00 8/18/2010 4,307
 2,355 St. Anthony ISD (NBGA) 2.00 8/11/2010 2,370
 8,050 St. Cloud ISD (NBGA) 1.50 8/24/2010 8,097
 4,600 Water Finance Auth. 2.25 5/01/2010 4,633
 3,080 West Central Area ISD (NBGA) 1.50 9/01/2010 3,098
 3,700 West St. Paul ISD (NBGA) 2.75 3/11/2010 3,716
 ----------
 32,353
 ----------
 MISSOURI (0.2%)
 8,800 Public Utilities Commission 2.25 8/01/2010 8,891
 ----------
 NEW YORK (0.6%)
 3,000 Erie County 2.00 5/19/2010 3,021
 19,500 Water Finance Auth. 0.35 10/06/2009 19,500
 ----------
 22,521
 ----------
 TEXAS (2.1%)
 10,000 Dallas Area Rapid Transit 0.85 10/08/2009 10,000
 20,000 Dallas Area Rapid Transit 0.45 11/04/2009 20,000
 15,000 Dallas Area Rapid Transit 0.45 12/09/2009 15,000
 15,000 Dallas Area Rapid Transit 0.55 1/21/2010 15,000
 16,600 Houston 1.10 11/18/2009 16,600
 ----------
 76,600
 ----------
 Total Fixed-Rate Instruments (cost: $170,725) 170,725
 ----------

 TOTAL INVESTMENTS (COST: $3,794,395) $3,794,395
 ==========

-----------------------------------------------------------------------------------------------------------------------------------
($ IN 000s) VALUATION HIERARCHY
-----------------------------------------------------------------------------------------------------------------------------------
 (LEVEL 1) (LEVEL 2) (LEVEL 3)
 QUOTED PRICES OTHER SIGNIFICANT SIGNIFICANT
 IN ACTIVE MARKETS OBSERVABLE UNOBSERVABLE
 FOR IDENTICAL ASSETS INPUTS INPUTS TOTAL
-----------------------------------------------------------------------------------------------------------------------------------
Variable-Rate Demand Notes $- $3,501,915 $- $3,501,915
Put Bonds - 121,755 - 121,755
Fixed-Rate Instruments - 170,725 - 170,725
-----------------------------------------------------------------------------------------------------------------------------------
Total $- $3,794,395 $- $3,794,395
-----------------------------------------------------------------------------------------------------------------------------------

28 | USAA TAX EXEMPT MONEY MARKET FUND

NOTES TO PORTFOLIO OF INVESTMENTS

September 30, 2009 (unaudited)

o GENERAL NOTES

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

The cost of securities at September 30, 2009, for federal income tax purposes, was approximately the same as that reported in the financial statements.

The portfolio of investments category percentages shown represent the percentages of the investments to net assets, and, in total, may not equal 100%. A category percentage of 0.0% represents less than 0.1% of net assets.

o SPECIFIC NOTES

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

(b) At September 30, 2009, the aggregate market value of securities purchased on a delayed-delivery basis was $13,800,000.

(c) At September 30, 2009, portions of these securities were segregated to cover delayed-delivery and/or when-issued purchases.

See accompanying notes to financial statements.

NOTES TO PORTFOLIO OF INVESTMENTS | 29

STATEMENT OF ASSETS AND LIABILITIES
(IN THOUSANDS)

September 30, 2009 (unaudited)

ASSETS
 Investments in securities (amortized cost approximates market value) $3,794,395
 Cash 28
 Receivables:
 Capital shares sold 4,985
 Interest 5,086
 Securities sold 12
 ----------
 Total assets 3,804,506
 ----------
LIABILITIES
 Payables:
 Securities purchased 67,025
 Capital shares redeemed 3,432
 Dividends on capital shares 41
 Accrued management fees 867
 Accrued transfer agent's fees 240
 Other accrued expenses and payables 105
 ----------
 Total liabilities 71,710
 ----------
 Net assets applicable to capital shares outstanding $3,732,796
 ==========

NET ASSETS CONSIST OF:
 Paid-in capital $3,732,294
 Accumulated undistributed net investment income 23
 Accumulated net realized gain on investments 479
 ----------
 Net assets applicable to capital shares outstanding $3,732,796
 ==========

 Capital shares outstanding, unlimited number of shares authorized, no par value 3,732,295
 ==========
 Net asset value, redemption price, and offering price per share $ 1.00
 ==========

See accompanying notes to financial statements.

30 | USAA TAX EXEMPT MONEY MARKET FUND

STATEMENT OF OPERATIONS
(IN THOUSANDS)

Six-month period ended September 30, 2009 (unaudited)

INVESTMENT INCOME
 Interest income $24,968
 -------
EXPENSES
 Management fees 5,047
 Administration and servicing fees 1,803
 Transfer agent's fees 1,833
 Custody and accounting fees 190
 Postage 41
 Shareholder reporting fees 29
 Trustees' fees 5
 Registration fees 42
 Professional fees 93
 Guarantee program fee (Note 1F) 618
 Other 31
 -------
 Total expenses 9,732
 -------
NET INVESTMENT INCOME 15,236
 -------
NET REALIZED GAIN ON INVESTMENTS
 Net realized gain 53
 -------
 Increase in net assets resulting from operations $15,289
 =======

See accompanying notes to financial statements.

FINANCIAL STATEMENTS | 31

STATEMENTS OF CHANGES IN NET ASSETS
(IN THOUSANDS)

Six-month period ended September 30, 2009 (unaudited), and year ended March 31, 2009

 9/30/2009 3/31/2009
------------------------------------------------------------------------------------------
FROM OPERATIONS
 Net investment income $ 15,236 $ 64,314
 Net realized gain on investments 53 477
 ---------------------------
 Increase in net assets resulting from operations 15,289 64,791
 ---------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
 Net investment income (15,213) (64,345)
 Net realized gains - (360)
 ---------------------------
 Distributions to shareholders (15,213) (64,705)
 ---------------------------
FROM CAPITAL SHARE TRANSACTIONS
 Proceeds from shares sold 1,059,899 2,582,033
 Reinvested dividends 14,937 63,294
 Cost of shares redeemed (841,030) (2,067,149)
 ---------------------------
 Increase in net assets from capital share transactions 233,806 578,178
 ---------------------------
 Net increase in net assets 233,882 578,264

NET ASSETS
 Beginning of period 3,498,914 2,920,650
 ---------------------------
 End of period $3,732,796 $ 3,498,914
 ===========================
Accumulated undistributed net investment income:
 End of period $ 23 $ -
 ===========================
CHANGE IN SHARES OUTSTANDING
 Shares sold 1,059,899 2,582,033
 Shares issued for dividends reinvested 14,937 63,294
 Shares redeemed (841,030) (2,067,149)
 ---------------------------
 Increase in shares outstanding 233,806 578,178
 ===========================

See accompanying notes to financial statements.

32 | USAA TAX EXEMPT MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 (unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USAA MUTUAL FUNDS TRUST (the Trust), registered under the Investment Company Act of 1940 (the 1940 Act), as amended, is an open-end management investment company organized as a Delaware statutory trust consisting of 45 separate funds. The information presented in this semiannual report pertains only to the USAA Tax Exempt Money Market Fund (the Fund), which is classified as diversified under the 1940 Act. The Fund's investment objective is to provide investors with interest income that is exempt from federal income tax, with a further objective of preserving capital and maintaining liquidity.

A. SECURITY VALUATION -- The value of each security is determined (as of the close of trading on the New York Stock Exchange (NYSE) on each business day the NYSE is open) as set forth below:

1. Pursuant to Rule 2a-7 under the 1940 Act, securities in the Fund are valued at amortized cost, which approximates market value. This method values a security at its cost on the date of purchase and, thereafter, assumes a constant amortization to maturity of any premiums or discounts.

2. Securities for which amortized cost valuations are considered unreliable or whose values have been materially affected by a significant event are valued in good faith at fair value, using methods determined by USAA Investment Management Company (the Manager), an affiliate of the Fund, under valuation procedures and procedures to stabilize net asset value (NAV) approved by the Trust's Board of Trustees.

NOTES TO FINANCIAL STATEMENTS | 33

B. FAIR VALUE MEASUREMENTS -- Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-level valuation hierarchy disclosed in the portfolio of investments is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

Level 1 -- inputs to the valuation methodology are quoted prices (unadjusted) in active markets for identical securities.

Level 2 -- inputs to the valuation methodology are other significant observable inputs, including quoted prices for similar securities, inputs that are observable for the securities, either directly or indirectly, and market-corroborated inputs such as market indices.

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

The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the 1940 Act. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

C. FEDERAL TAXES -- The Fund's policy is to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its income to its shareholders. Therefore, no federal income tax provision is required.

D. INVESTMENTS IN SECURITIES -- Security transactions are accounted for on the date the securities are purchased or sold (trade date). Gains or losses from sales of investment securities are computed on the identified cost basis. Interest income is recorded daily on the accrual

34 | USAA TAX EXEMPT MONEY MARKET FUND

basis. Premiums and discounts are amortized over the life of the respective securities using the straight-line method.

E. SECURITIES PURCHASED ON A DELAYED-DELIVERY OR WHEN-ISSUED BASIS -- Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis can take place a month or more after the trade date. During the period prior to settlement, these securities do not earn interest, are subject to market fluctuation, and may increase or decrease in value prior to their delivery. The Fund maintains segregated assets with a market value equal to or greater than the amount of its purchase commitments. As of September 30, 2009, the Fund's outstanding delayed-delivery commitments, including interest purchased, were $13,807,000; none of which were when-issued securities.

F. GUARANTEE PROGRAM -- Subject to certain terms and conditions, the U.S.
Department of the Treasury's Temporary Guarantee Program for Money Market Funds (the Program) provided coverage to shareholders for amounts held in participating money market funds as of the close of business on September 19, 2008, for the term of the Program of September 19, 2008, through September 18, 2009 (Program Term). The Fund was responsible for payment of fees required to continue its participation in the Program without regard to any waivers or expense limitations in effect for the Fund. The participation fee for the Program Term was 0.04% of the number of shares outstanding of the Fund as of September 19, 2008. For the six-month period ended September 30, 2009, the Fund recorded $618,000, as guarantee program fee on the statement of operations. Effective September 18, 2009, the Program has expired.

G. EXPENSES PAID INDIRECTLY -- Through arrangements with the Fund's custodian and other banks utilized by the Fund for cash management purposes, realized credits, if any, generated from cash balances in the Fund's bank accounts may be used to directly reduce the Fund's expenses. For the six-month period ended September 30, 2009, these custodian and other bank credits reduced the Fund's expenses by less than $500.

NOTES TO FINANCIAL STATEMENTS | 35

H. INDEMNIFICATIONS -- Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business the Trust enters into contracts that contain a variety of representations and warranties that provide general indemnifications. The Trust's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trust expects the risk of loss to be remote.

I. USE OF ESTIMATES -- The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts in the financial statements.

J. SUBSEQUENT EVENTS -- Subsequent events are events or transactions that occur after the balance sheet date but before the financial statements are issued and are categorized as recognized or non-recognized for financial statement purposes. The Fund has evaluated subsequent events through November 17, 2009, the date the financial statements were issued, and has determined there were no events that required recognition or disclosure in the Fund's financial statements.

(2) LINE OF CREDIT

The Fund participates in a joint, short-term, revolving, committed loan agreement of $750 million with USAA Capital Corporation (CAPCO), an affiliate of the Manager. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. Subject to availability, the Fund may borrow from CAPCO an amount up to 5% of the Fund's total assets at a rate per annum equal to the rate at which CAPCO obtains funding in the capital markets, with no markup.

The USAA funds that are party to the loan agreement are assessed facility fees by CAPCO based on the funds' assessed proportionate share of

36 | USAA TAX EXEMPT MONEY MARKET FUND

CAPCO's operating expenses related to obtaining and maintaining CAPCO's funding programs in total (in no event to exceed 0.07% annually of the amount of the committed loan agreement). The facility fees are allocated among the funds based on their respective average net assets for the period.

For the six-month period ended September 30, 2009, the Fund paid CAPCO facility fees of $13,000, which represents 10.1% of the total fees paid to CAPCO by the USAA funds. The Fund had no borrowings under this agreement during the six-month period ended September 30, 2009.

(3) DISTRIBUTIONS

The tax basis of distributions and accumulated undistributed net investment income will be determined based upon the Fund's tax year-end of March 31, 2010, in accordance with applicable tax law.

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

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the statement of operations if the tax positions were deemed to not meet the more-likely-than-not threshold. For the six-month period ended September 30, 2009, the Fund did not incur any income tax, interest, or penalties. As of September 30, 2009, the Manager has reviewed all open tax years and concluded that there was no impact to the Fund's net assets or results of operations. Tax years ended March 31, 2006, through March 31, 2009, remain subject to examination by the Internal Revenue Service and state taxing authorities. On an ongoing basis, the Manager will monitor its tax positions to determine if adjustments to this conclusion are necessary.

NOTES TO FINANCIAL STATEMENTS | 37

(4) TRANSACTIONS WITH MANAGER

A. MANAGEMENT FEES -- The Manager carries out the Fund's investment policies and manages the Fund's portfolio pursuant to an Advisory Agreement. The Fund's management fees are accrued daily and paid monthly at an annualized rate of 0.28% of the Fund's average net assets for the fiscal year. For the six-month period ended September 30, 2009, the Fund incurred total management fees, paid or payable to the Manager, of $5,047,000.

B. ADMINISTRATION AND SERVICING FEES -- The Manager provides certain administration and shareholder servicing functions for the Fund. For such services, the Manager receives a fee accrued daily and paid monthly at an annualized rate of 0.10% of the Fund's average net assets. For the six-month period ended September 30, 2009, the Fund incurred administration and servicing fees, paid or payable to the Manager, of $1,803,000.

In addition to the services provided under its Administration and Servicing Agreement with the Fund, the Manager also provides certain compliance and legal services for the benefit of the Fund. The Trust's Board of Trustees has approved the reimbursement of a portion of these expenses incurred by the Manager. For the six-month period ended September 30, 2009, the Fund reimbursed the Manager $85,000 for these compliance and legal services. These expenses are included in the professional fees on the Fund's statement of operations.

C. TRANSFER AGENT'S FEES -- USAA Transfer Agency Company, d/b/a USAA Shareholder Account Services (SAS), an affiliate of the Manager, provides transfer agent services to the Fund based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. The Fund also pays SAS fees that are related to the administration and servicing of accounts that are traded on an omnibus basis. For the six-month period ended September 30, 2009, the Fund incurred transfer agent's fees, paid or payable to SAS, of $1,833,000.

38 | USAA TAX EXEMPT MONEY MARKET FUND

D. UNDERWRITING SERVICES -- The Manager provides exclusive underwriting and distribution of the Fund's shares on a continuing best-efforts basis. The Manager receives no commissions or fees for this service.

(5) TRANSACTIONS WITH AFFILIATES

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

(6) NEW ACCOUNTING PRONOUNCEMENT

DERIVATIVES AND HEDGING -- In March 2008, the Financial Accounting Standards Board issued an accounting standard that requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The accounting standard is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Manager has evaluated the accounting standard, and due to the Fund's investment restrictions pertaining to derivative instruments, has determined that there is no impact on the Fund's financial statement disclosures.

NOTES TO FINANCIAL STATEMENTS | 39

(7) FINANCIAL HIGHLIGHTS

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

 SIX-MONTH
 PERIOD ENDED
 SEPTEMBER 30, YEAR ENDED MARCH 31,
 ----------------------------------------------------------------------------------------
 2009 2009 2008 2007 2006 2005
 ----------------------------------------------------------------------------------------
Net asset value at
 beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
 ----------------------------------------------------------------------------------------
Income from
 investment operations:
 Net investment income .00(a) .02 .03 .03 .02 .01
 Net realized and unrealized gain .00(a) .00(a) .00(a) .00(a) - -
 ----------------------------------------------------------------------------------------
Total from investment operations .00(a) .02 .03 .03 .02 .01
 ----------------------------------------------------------------------------------------
Less distributions from:
 Net investment income (.00)(a) (.02) (.03) (.03) (.02) (.01)
 Realized capital gains - (.00)(a) (.00)(a) - - -
 ----------------------------------------------------------------------------------------
Total distributions (.00)(a) (.02) (.03) (.03) (.02) (.01)
 ----------------------------------------------------------------------------------------
Net asset value at end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
 ========================================================================================
Total return (%)* .43 1.94 3.17 3.19(b) 2.36 1.07
Net assets at end of period (000) $3,732,796 $3,498,914 $2,920,650 $2,419,287 $2,393,135 $1,886,910
Ratios to average net assets:**
 Expenses (%)(c) .54(d) .51 .50 .49(b) .47 .47
 Net investment income (%) .84(d) 1.90 3.11 3.14 2.36 1.07

* Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. generally accepted accounting principles and could differ from the iMoneyNet reported return. ** For the six-month period ended September 30, 2009, average net assets were $3,597,591,000.
(a) Represents less than $0.01 per share.
(b) For the year ended March 31, 2007, the Manager voluntarily reimbursed the Fund for excise tax expense incurred. The reimbursement had no effect on the Fund's total return or ratio of expenses to average net assets.
(c) Reflects total operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios by less than 0.01%.
(d) Annualized. The ratio is not necessarily indicative of 12 months of operations.

40 | USAA TAX EXEMPT MONEY MARKET FUND

EXPENSE EXAMPLE

September 30, 2009 (unaudited)

EXAMPLE

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period of April 1, 2009, through September 30, 2009.

ACTUAL EXPENSES

The first line of the table on the next page provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested at the beginning of the period, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this

EXPENSE EXAMPLE | 41

information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

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

 EXPENSES PAID
 BEGINNING ENDING DURING PERIOD*
 ACCOUNT VALUE ACCOUNT VALUE APRIL 1, 2009 -
 APRIL 1, 2009 SEPTEMBER 31, 2009 SEPTEMBER 30, 2009
 -------------------------------------------------------------
Actual $1,000.00 $1,004.30 $2.71

Hypothetical
 (5% return before expenses) 1,000.00 1,022.36 2.74

* Expenses are equal to the Fund's annualized expense ratio of 0.54%, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/365 days (to reflect the one-half-year period). The Fund's ending account value on the first line in the table is based on its actual total return of 0.43% for the six-month period of April 1, 2009, through September 30, 2009.

42 | USAA TAX EXEMPT MONEY MARKET FUND

ADVISORY AGREEMENT

September 30, 2009 (unaudited)

At a meeting of the Board of Trustees (the Board) held on April 16, 2009, the Board, including the Trustees who are not "interested persons" of the Trust (the Independent Trustees), approved the continuance of the Advisory Agreement between the Trust and the Manager with respect to the Fund.

In advance of the meeting, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Manager and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things:
(i) a separate report prepared by an independent third party, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Manager's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Manager; and (iii) information about the Manager's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuation of the Advisory Agreement with management and with experienced independent counsel and received materials from such counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with their counsel at which no representatives of management were present. At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Manager. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to

ADVISORY AGREEMENT | 43

information concerning Fund performance, comparability of fees and total expenses, and profitability. However, the Board noted that the evaluation process with respect to the Manager is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

ADVISORY AGREEMENT

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by independent counsel.

NATURE, EXTENT, AND QUALITY OF SERVICES -- In considering the nature, extent, and quality of the services provided by the Manager under the Advisory Agreement, the Board reviewed information provided by the Manager relating to its operations and personnel. The Board also took into account its familiarity with the Manager's management through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Manager and the services provided to the Fund by the Manager under the Advisory Agreement, as well as other services provided by the Manager and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Manager and its affiliates provide administrative services, stockholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the Manager's management style and the performance of its duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Manager, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Manager's process for monitoring "best execution,"

44 | USAA TAX EXEMPT MONEY MARKET FUND

also was considered. The Manager's role in coordinating the activities of the Fund's other service providers also was considered. The Board considered the Manager's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Manager and its affiliates in managing investment companies, including the Fund.

The Board also reviewed the compliance and administrative services provided to the Fund by the Manager and its affiliates, including the Manager's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Fund and other investment companies managed by the Manager, also focused on the quality of the Manager's compliance and administrative staff.

EXPENSES AND PERFORMANCE -- In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type (in this case, investment companies with no sales loads), asset size, and expense components (the "expense group") and (ii) a larger group of investment companies that includes the Fund and all other no-load retail open-end investment companies in the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate -- which includes advisory and administrative services -- was the median of its expense group and above the median of its expense universe. The data indicated that the Fund's total expense ratio was below the median of its expense group and its expense universe. The Board took into account

ADVISORY AGREEMENT | 45

the various services provided to the Fund by the Manager and its affiliates, including the nature and high quality of the services provided by the Manager. The Board also noted the level and method of computing the management fee.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total return with its Lipper index and with that of other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional tax-exempt money market funds regardless of asset size or primary channel of distribution. This comparison indicated that the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, and five-year periods ended December 31, 2008. The Board also noted that the Fund's percentile performance ranking was in the top 10% of its performance universe for the same periods.

COMPENSATION AND PROFITABILITY -- The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Manager's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This consideration included a broad review of the methodology used in the allocation of certain costs to the Fund. The Trustees reviewed the profitability of the Manager's relationship with the Fund before tax expenses. In reviewing the overall profitability of the management fee to the Manager, the Board also considered the fact that affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Manager from its relationship with the Trust, including that the Manager may derive reputational and other benefits from its association with the Fund. The Board also took

46 | USAA TAX EXEMPT MONEY MARKET FUND

into account the high quality of the services 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 a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial risk that it assumes as Manager.

ECONOMIES OF SCALE -- The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board took into account management's discussion of the current advisory fee structure. The Board determined that the current investment management fee structure was reasonable.

CONCLUSIONS -- The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Manager, among others: (i) the Manager has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Manager maintains an appropriate compliance program; (iii) the performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Manager; and (v) the Manager's level of profitability from its relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Manager and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

ADVISORY AGREEMENT | 47

TRUSTEES Christopher W. Claus
 Barbara B. Dreeben
 Robert L. Mason, Ph.D.
 Barbara B. Ostdiek, Ph.D.
 Michael F. Reimherr
 Richard A. Zucker
--------------------------------------------------------------------------------
ADMINISTRATOR, USAA Investment Management Company
INVESTMENT ADVISER, P.O. Box 659453
UNDERWRITER, AND San Antonio, Texas 78265-9825
DISTRIBUTOR
--------------------------------------------------------------------------------
TRANSFER AGENT USAA Shareholder Account Services
 9800 Fredericksburg Road
 San Antonio, Texas 78288
--------------------------------------------------------------------------------
CUSTODIAN AND State Street Bank and Trust Company
ACCOUNTING AGENT P.O. Box 1713
 Boston, Massachusetts 02105
--------------------------------------------------------------------------------
INDEPENDENT Ernst & Young LLP
REGISTERED PUBLIC 100 West Houston St., Suite 1800
ACCOUNTING FIRM San Antonio, Texas 78205
--------------------------------------------------------------------------------
MUTUAL FUND Under "Products & Services"
SELF-SERVICE 24/7 click "Investments," then
AT USAA.COM "Mutual Funds"

OR CALL Under "My Accounts" go to
(800) 531-USAA "Investments." View account balances,
 (8722) or click "I want to...," and select
 the desired action.
--------------------------------------------------------------------------------

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

USAA

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 39598-1109 (C)2009, USAA. All rights reserved.

ITEM 2. CODE OF ETHICS.

NOT APPLICABLE. This item must be disclosed only in annual reports.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

NOT APPLICABLE. This item must be disclosed only in annual reports.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

NOT APPLICABLE. This item must be disclosed only in annual reports.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not Applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.

Filed as part of the report to shareholders.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not Applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not Applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not Applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Corporate Governance Committee selects and nominates candidates for membership on the Board as independent directors. Currently, there is no procedure for shareholders to recommend candidates to serve on the Board.

ITEM 11. CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer of USAA Mutual Funds Trust (Trust) have concluded that the Trust's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Trust in this Form N-CSR/S was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.

There were no significant changes or corrective actions with regard to significant deficiencies or material weaknesses in the Trust's internal controls or in other factors that could significantly affect the Trust's internal controls subsequent to the date of their evaluation. The only change to the procedures was to document the annual disclosure controls and procedures established for the new section of the shareholder reports detailing the factors considered by the Funds' Board in approving the Funds' advisory agreements.

ITEM 12. EXHIBITS.

(a)(1). NOT APPLICABLE. This item must be disclosed only in annual reports.

(a)(2). Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)(3). Not Applicable.

(b). Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b))is filed and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant: USAA MUTUAL FUNDS TRUST, Period Ended September 30, 2009

By:* CHRISTOPHER P. LAIA
 -----------------------------------------------------------
 Signature and Title: Christopher P. Laia, Assistant Secretary

Date: NOVEMBER 20, 2009
 ------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:* CHRISTOPHER W. CLAUS
 -----------------------------------------------------
 Signature and Title: Christopher W. Claus, President

Date: NOVEMBER 23, 2009
 ------------------------------


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

Date: NOVEMBER 23, 2009
 ------------------------------

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

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