- Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company (N-Q)

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

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF
REGISTERED MANAGEMENT INVESTMENT COMPANY

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: JULY 31

Date of Reporting Period: OCTOBER 31, 2009

ITEM 1. SCHEDULE OF INVESTMENTS.
USAA VALUE FUND - 1ST QUARTER REPORT - PERIOD ENDED OCTOBER 31, 2009

[LOGO OF USAA]
USAA(R)

PORTFOLIO OF INVESTMENTS
1ST QUARTER
USAA VALUE FUND
OCTOBER 31, 2009

(Form N-Q)

PORTFOLIO OF INVESTMENTS

USAA VALUE FUND
October 31, 2009 (unaudited)

 MARKET
NUMBER VALUE
OF SHARES SECURITY (000)
--------------------------------------------------------------------------------------------------------

 COMMON STOCKS (97.1%)

 CONSUMER DISCRETIONARY (12.5%)
 ------------------------------
 APPAREL & ACCESSORIES & LUXURY GOODS (0.6%)
 108,000 Hanesbrands, Inc. * $ 2,335
 ---------------
 APPAREL RETAIL (0.8%)
 144,200 Men's Wearhouse, Inc. 3,341
 ---------------
 AUTO PARTS & EQUIPMENT (1.0%)
 243,400 American Axle & Manufacturing Holdings, Inc. (a) 1,458
 162,700 Gentex Corp. 2,605
 ---------------
 4,063
 ---------------
 AUTOMOTIVE RETAIL (0.4%)
 44,500 Advance Auto Parts, Inc. 1,658
 ---------------
 CASINOS & GAMING (1.0%)
 63,800 Ameristar Casinos, Inc. 939
 165,800 International Game Technology 2,958
 ---------------
 3,897
 ---------------
 COMPUTER & ELECTRONICS RETAIL (0.7%)
 116,600 GameStop Corp. "A" * 2,832
 ---------------
 GENERAL MERCHANDISE STORES (0.5%)
 72,700 Family Dollar Stores, Inc. 2,057
 ---------------
 HOME IMPROVEMENT RETAIL (0.8%)
 133,100 Home Depot, Inc. 3,339
 ---------------
 HOMEFURNISHING RETAIL (0.2%)
 39,700 Aaron's, Inc. 994
 ---------------
 HOTELS, RESORTS, & CRUISE LINES (1.7%)
 185,500 Carnival Corp. 5,402
 64,400 Royal Caribbean Cruises Ltd. *(a) 1,303
 ---------------
 6,705
 ---------------
 HOUSEHOLD APPLIANCES (2.9%)
 197,100 Stanley Works 8,915
 37,700 Whirlpool Corp. 2,699
 ---------------
 11,614
 ---------------
 LEISURE PRODUCTS (0.3%)
 114,100 Brunswick Corp. 1,082
 ---------------
 PUBLISHING (1.0%)
 214,300 Valassis Communications, Inc. * 3,907
 ---------------
 RESTAURANTS (0.1%)
 53,900 CKE Restaurants, Inc. 472
 ---------------
 SPECIALIZED CONSUMER SERVICES (0.1%)
 90,300 Service Corp. International 620
 ---------------

1 | USAA Value Fund

 MARKET
NUMBER VALUE
OF SHARES SECURITY (000)
--------------------------------------------------------------------------------------------------------
 SPECIALTY STORES (0.4%)
 115,200 Cabela's, Inc. *(a) $ 1,448
 28,600 MarineMax, Inc. * 195
 ---------------
 1,643
 ---------------
 Total Consumer Discretionary 50,559
 ---------------

 CONSUMER STAPLES (7.0%)
 -----------------------
 DISTILLERS & VINTNERS (0.9%)
 55,500 Diageo plc ADR 3,609
 ---------------
 FOOD DISTRIBUTORS (0.4%)
 59,300 Sysco Corp. 1,568
 ---------------
 PERSONAL PRODUCTS (0.3%)
 36,300 NBTY, Inc. * 1,322
 ---------------
 TOBACCO (5.4%)
 188,500 Altria Group, Inc. 3,414
 133,200 Imperial Tobacco Group plc ADR 7,790
 23,500 Lorillard, Inc. 1,826
 151,400 Philip Morris International, Inc. 7,170
 37,300 Reynolds American, Inc. 1,808
 ---------------
 22,008
 ---------------
 Total Consumer Staples 28,507
 ---------------

 ENERGY (10.0%)
 Integrated Oil & Gas (6.9%)
 71,100 BP plc ADR 4,025
 131,900 ConocoPhillips 6,619
 150,700 Marathon Oil Corp. 4,818
 48,300 Murphy Oil Corp. 2,953
 124,500 Occidental Petroleum Corp. 9,447
 ---------------
 27,862
 ---------------
 OIL & GAS EXPLORATION & PRODUCTION (1.3%)
 98,500 Chesapeake Energy Corp. 2,413
 23,750 Encore Acquisition Co. * 881
 119,600 EXCO Resources, Inc. 1,868
 ---------------
 5,162
 ---------------
 OIL & GAS STORAGE & TRANSPORTATION (1.8%)
 165,300 El Paso Corp. 1,622
 296,100 Spectra Energy Corp. 5,661
 ---------------
 7,283
 ---------------
 Total Energy 40,307
 ---------------

 FINANCIALS (17.0%)
 ------------------
 ASSET MANAGEMENT & CUSTODY BANKS (0.3%)
 31,300 Ameriprise Financial, Inc. 1,085
 ---------------
 CONSUMER FINANCE (5.3%)
 196,400 American Express Co. 6,842
 235,700 Capital One Financial Corp. 8,627
 625,900 SLM Corp. * 6,071
 ---------------
 21,540
 ---------------
 DIVERSIFIED BANKS (1.4%)
 196,900 Wells Fargo & Co. 5,419
 ---------------
 INSURANCE BROKERS (0.7%)
 99,000 Willis Group Holdings Ltd. 2,673
 ---------------

Portfolio of Investments | 2

 MARKET
NUMBER VALUE
OF SHARES SECURITY (000)
--------------------------------------------------------------------------------------------------------
 LIFE & HEALTH INSURANCE (0.4%)
 41,700 Torchmark Corp. $ 1,693
 ---------------
 OTHER DIVERSIFIED FINANCIAL SERVICES (2.5%)
 259,759 Bank of America Corp. 3,788
 148,700 JPMorgan Chase & Co. 6,211
 ---------------
 9,999
 ---------------
 PROPERTY & CASUALTY INSURANCE (2.4%)
 85,500 Allstate Corp. 2,528
 86,000 Axis Capital Holdings Ltd. 2,485
 40,400 Chubb Corp. 1,960
 166,300 Fidelity National Financial, Inc. "A" 2,257
 21,400 Stewart Information Services Corp. 191
 16,700 XL Capital Ltd. "A" 274
 ---------------
 9,695
 ---------------
 REGIONAL BANKS (2.7%)
 173,700 Fifth Third Bancorp 1,553
 134,000 PNC Financial Services Group, Inc. 6,558
 153,500 SunTrust Banks, Inc. 2,933
 ---------------
 11,044
 ---------------
 REITS - MORTGAGE (0.7%)
 170,300 Annaly Capital Management, Inc. 2,880
 ---------------
 THRIFTS & MORTGAGE FINANCE (0.6%)
 135,500 New York Community Bancorp, Inc. 1,462
 65,880 People's United Financial, Inc. 1,056
 ---------------
 2,518
 ---------------
 Total Financials 68,546
 ---------------

 HEALTH CARE (10.9%)
 -------------------
 HEALTH CARE DISTRIBUTORS (0.5%)
 48,900 Cardinal Health, Inc. 1,386
 24,450 CareFusion Corp. * 547
 ---------------
 1,933
 ---------------
 HEALTH CARE EQUIPMENT (1.1%)
 52,200 Baxter International, Inc. 2,822
 50,200 Medtronic, Inc. 1,792
 ---------------
 4,614
 ---------------
 HEALTH CARE SERVICES (1.2%)
 108,400 Omnicare, Inc. 2,349
 41,500 Quest Diagnostics, Inc. 2,321
 ---------------
 4,670
 ---------------
 MANAGED HEALTH CARE (3.5%)
 67,400 CIGNA Corp. 1,876
 107,600 Coventry Health Care, Inc. * 2,134
 156,600 UnitedHealth Group, Inc. 4,064
 134,100 WellPoint, Inc. * 6,270
 ---------------
 14,344
 ---------------
 PHARMACEUTICALS (4.6%)
 329,500 Bristol-Myers Squibb Co. 7,183
 58,100 Johnson & Johnson 3,431
 464,952 Pfizer, Inc. 7,918
 ---------------
 18,532
 ---------------
 Total Health Care 44,093
 ---------------

3 | USAA Value Fund

 MARKET
NUMBER VALUE
OF SHARES SECURITY (000)
--------------------------------------------------------------------------------------------------------
 INDUSTRIALS (16.5%)
 -------------------
 AEROSPACE & DEFENSE (5.2%)
 47,700 Goodrich Corp. $ 2,592
 172,900 Honeywell International, Inc. 6,205
 41,300 ITT Corp. 2,094
 69,700 L-3 Communications Holdings, Inc. 5,039
 114,800 Raytheon Co. 5,198
 ---------------
 21,128
 ---------------
 BUILDING PRODUCTS (0.4%)
 61,100 Simpson Manufacturing Co., Inc. 1,429
 ---------------
 CONSTRUCTION & ENGINEERING (0.5%)
 97,600 Insituform Technologies, Inc. "A" * 2,069
 ---------------
 CONSTRUCTION & FARM MACHINERY & HEAVY TRUCKS (1.4%)
 118,500 Oshkosh Corp. 3,705
 96,600 Terex Corp. * 1,953
 ---------------
 5,658
 ---------------
 DIVERSIFIED SUPPORT SERVICES (0.3%)
 106,603 Comfort Systems USA, Inc. 1,162
 ---------------
 ELECTRICAL COMPONENTS & EQUIPMENT (1.6%)
 117,600 Emerson Electric Co. 4,439
 41,700 Regal-Beloit Corp. 1,955
 ---------------
 6,394
 ---------------
 HUMAN RESOURCE & EMPLOYMENT SERVICES (0.8%)
 49,000 Administaff, Inc. 1,216
 134,200 Korn/Ferry International * 2,142
 ---------------
 3,358
 ---------------
 INDUSTRIAL CONGLOMERATES (0.7%)
 199,000 General Electric Co. 2,838
 ---------------
 INDUSTRIAL MACHINERY (3.7%)
 49,000 Eaton Corp. 2,962
 18,100 Flowserve Corp. 1,778
 44,100 Harsco Corp. 1,389
 162,400 Illinois Tool Works, Inc. 7,457
 26,300 SPX Corp. 1,388
 ---------------
 14,974
 ---------------
 OFFICE SERVICES & SUPPLIES (0.3%)
 33,200 Avery Dennison Corp. 1,184
 ---------------
 RAILROADS (1.1%)
 60,000 Burlington Northern Santa Fe Corp. 4,519
 ---------------
 TRUCKING (0.5%)
 48,700 Ryder System, Inc. 1,975
 ---------------
 Total Industrials 66,688
 ---------------

 INFORMATION TECHNOLOGY (14.2%)
 ------------------------------
 APPLICATION SOFTWARE (0.4%)
 239,700 Mentor Graphics Corp. * 1,750
 ---------------
 COMMUNICATIONS EQUIPMENT (1.1%)
 351,000 Nokia Corp. ADR (a) 4,426
 ---------------
 COMPUTER HARDWARE (3.6%)
 53,800 Diebold, Inc. 1,627
 133,100 Hewlett-Packard Co. 6,317

Portfolio of Investments | 4

 MARKET
NUMBER VALUE
OF SHARES SECURITY (000)
--------------------------------------------------------------------------------------------------------
 53,500 International Business Machines Corp. $ 6,453
 ---------------
 14,397
 ---------------
 DATA PROCESSING & OUTSOURCED SERVICES (1.3%)
 43,500 Alliance Data Systems Corp. *(a) 2,392
 60,500 Computer Sciences Corp. * 3,068
 ---------------
 5,460
 ---------------
 ELECTRONIC COMPONENTS (1.3%)
 86,600 Littelfuse, Inc. * 2,387
 434,800 Vishay Intertechnology, Inc. * 2,709
 ---------------
 5,096
 ---------------
 ELECTRONIC EQUIPMENT & INSTRUMENTS (0.5%)
 124,600 Cognex Corp. 2,005
 ---------------
 ELECTRONIC MANUFACTURING SERVICES (0.8%)
 90,200 Mercury Computer Systems, Inc. * 965
 95,900 Plexus Corp. * 2,426
 ---------------
 3,391
 ---------------
 IT CONSULTING & OTHER SERVICES (0.5%)
 40,800 Maximus, Inc. 1,887
 ---------------
 SEMICONDUCTOR EQUIPMENT (1.2%)
 236,200 Applied Materials, Inc. 2,881
 271,900 Brooks Automation, Inc. * 1,871
 ---------------
 4,752
 ---------------
 SEMICONDUCTORS (1.9%)
 286,400 Intel Corp. 5,473
 97,300 Microchip Technology, Inc. (a) 2,331
 ---------------
 7,804
 ---------------
 SYSTEMS SOFTWARE (1.6%)
 230,900 Microsoft Corp. 6,403
 ---------------
 Total Information Technology 57,371
 ---------------

 MATERIALS (1.6%)
 ----------------
 DIVERSIFIED CHEMICALS (1.1%)
 140,900 E.I. du Pont de Nemours & Co. 4,483
 ---------------
 SPECIALTY CHEMICALS (0.5%)
 349,500 PolyOne Corp. * 1,950
 ---------------
 Total Materials 6,433
 ---------------

 TELECOMMUNICATION SERVICES (2.4%)
 ---------------------------------
 INTEGRATED TELECOMMUNICATION SERVICES (2.4%)
 200,930 AT&T, Inc. 5,158
 151,400 Verizon Communications, Inc. 4,480
 ---------------
 9,638
 ---------------
 Total Telecommunication Services 9,638
 ---------------

 UTILITIES (5.0%)
 -----------------
 ELECTRIC UTILITIES (2.2%)
 170,800 Duke Energy Corp. 2,702
 59,100 Entergy Corp. 4,534
 59,500 Pinnacle West Capital Corp. 1,864
 ---------------
 9,100
 ---------------
 MULTI-UTILITIES (2.8%)
 161,200 CenterPoint Energy, Inc. 2,031
 119,400 Dominion Resources, Inc. 4,070

5 | USAA Value Fund

 MARKET
 NUMBER VALUE
 OF SHARES SECURITY (000)
 --------------------------------------------------------------------------------------------------------
 115,550 MDU Resources Group, Inc. $ 2,398
 140,300 Xcel Energy, Inc. 2,646
 ---------------
 11,145
 ---------------
 Total Utilities 20,245
 ---------------
 Total Common Stocks (cost: $395,182) 392,387
 ---------------


 MONEY MARKET INSTRUMENTS (4.1%)

 MONEY MARKET FUNDS (4.1%)
 16,570,631 State Street Institutional Liquid Reserve Fund, 0.25% (b)
 (cost: $16,571) 16,571
 ---------------



 SHORT-TERM INVESTMENTS PURCHASED WITH CASH COLLATERAL
 FROM SECURITIES LOANED (2.2%)

 MONEY MARKET FUNDS (1.4%)
 5,672,027 BlackRock Liquidity Funds TempFund, 0.18%(b) 5,672
 ---------------

 PRINCIPAL MARKET
 AMOUNT VALUE
 (000) SECURITY (000)
 --------------------------------------------------------------------------------------------------------

 REPURCHASE AGREEMENTS (0.8%)
$ 600 Credit Suisse First Boston LLC, 0.07%, acquired on 10/30/2009 and due
 11/02/2009 at $600 (collateralized by $615 of Freddie Mac(c),
 0.18%(d), due 4/26/2010; market value $615) 600
 2,600 Deutsche Bank Securities, Inc., 0.06%, acquired on 10/30/2009 and due
 11/02/2009 at $2,600 (collateralized by $2,652 of Fannie Mae(c),
 0.07%(d), due 11/16/2009; market value $2,652) 2,600
 ---------------
 Total Repurchase Agreements 3,200
 ---------------
 Total Short-term Investments Purchased With Cash Collateral From
 Securities Loaned
 (cost: $8,872) 8,872
 ---------------


 TOTAL INVESTMENTS (COST: $420,625) $ 417,830
 ===============

Portfolio of Investments | 6

($ IN 000S) VALUATION HIERARCHY

 (LEVEL 1) (LEVEL 2) (LEVEL 3)
 QUOTED PRICES OTHER SIGNIFICANT
 IN ACTIVE SIGNIFICANT UNOBSERVABLE
 MARKETS OBSERVABLE INPUTS
 FOR IDENTICAL INPUTS
 ASSETS TOTAL
---------------------------------------------------------------------------------------------------------
EQUITY SECURITIES:
 COMMON STOCKS $ 392,387 $ -- $ -- $ 392,387
MONEY MARKET INSTRUMENTS:
 MONEY MARKET FUNDS 16,571 -- -- 16,571
SHORT-TERM INVESTMENTS PURCHASED WITH
CASH COLLATERAL FROM SECURITIES LOANED:
 MONEY MARKET FUNDS 5,672 -- -- 5,672
 REPURCHASE AGREEMENTS -- 3,200 -- 3,200
---------------------------------------------------------------------------------------------------------
Total $ 414,630 $ 3,200 $ -- $ 417,830
---------------------------------------------------------------------------------------------------------

7 | USAA Value Fund

NOTES TO PORTFOLIO
OF INVESTMENTS

October 31, 2009 (unaudited)

GENERAL NOTES

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 quarterly report pertains only to the USAA Value Fund (the Fund), which is classified as diversified under the 1940 Act.

The Fund has two classes of shares: Value Fund Shares and Value Fund Institutional Shares. Each class of shares has equal rights to assets and earnings, except that each class bears certain class-related expenses specific to the particular class. These expenses include administration and servicing fees, transfer agent fees, postage, shareholder reporting fees, and certain registration and custodian fees. Expenses not attributable to a specific class, income, and realized gains or losses on investments are allocated to each class of shares based on each class's relative net assets. Each class has exclusive voting rights on matters related solely to that class and separate voting rights on matters that relate to both classes. The Institutional Shares are currently only offered for sale to the USAA Target Retirement Funds (Target Funds) and not to the general public. The Target Funds are managed by USAA Investment Management Company (the Manager), an affiliate of the Fund.

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. Equity securities, including exchange-traded funds (ETFs), except as otherwise noted, traded primarily on a domestic securities exchange or the Nasdaq over-the-counter markets are valued at the last sales price or official closing price on the exchange or primary market on which they trade. Equity securities traded primarily on foreign securities exchanges or markets are valued at the last quoted sales price, or the most recently determined official closing price calculated according to local market convention, available at the time the Fund is valued. If no last sale or official closing price is reported or available, the average of the bid and asked prices generally is used.

2. Equity securities trading in various foreign markets may take place on days when the NYSE is closed. Further, when the NYSE is open, the foreign markets may be closed. Therefore, the calculation of the Fund's net asset value (NAV) may not take place at the same time the prices of certain foreign securities held by the Fund are determined. In most cases, events affecting the values of foreign securities that occur between the time of their last quoted sales or official closing prices and the close of normal trading on the NYSE on a day the Fund's NAV is calculated will not be reflected in the value of the Fund's foreign securities. However, the Manager and the Fund's subadviser, if applicable, will monitor for events that would materially affect the value of the Fund's foreign securities. The Fund's subadviser has agreed to notify the Manager of significant events it identifies that would materially affect the value of the Fund's foreign securities. If the Manager

8 | USAA Value Fund

determines that a particular event would materially affect the value of the Fund's foreign securities, then the Manager, under valuation procedures approved by the Trust's Board of Trustees, will consider such available information that it deems relevant to determine a fair value for the affected foreign securities. In addition, the Fund may use information from an external vendor or other sources to adjust the foreign market closing prices of foreign equity securities to reflect what the Fund believes to be the fair value of the securities as of the close of the NYSE. Fair valuation of affected foreign equity securities may occur frequently based on an assessment that events that occur on a fairly regular basis (such as U.S. market movements) are significant.

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

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

5. Repurchase agreements are valued at cost, which approximates market value.

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

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

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.

9 | USAA Value Fund

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

The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

C. REPURCHASE AGREEMENTS - The Fund may enter into repurchase agreements with commercial banks or recognized security dealers. These agreements are collateralized by underlying securities. The collateral obligations are marked-to-market daily to ensure their value is equal to or in excess of the repurchase agreement price plus accrued interest and are held by the Fund, either through its regular custodian or through a special "tri-party" custodian that maintains separate accounts for both the Fund and its counterparty, until maturity of the repurchase agreement. Repurchase agreements are subject to credit risk, and the Fund's Manager monitors the creditworthiness of sellers with which the Fund may enter into repurchase agreements.

D. LENDING OF PORTFOLIO SECURITIES - The Fund, through its third-party securities-lending agent, Wachovia Global Securities Lending, may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income. The borrowers are required to secure their loans continuously with cash collateral in an amount at least equal to the fair value of the securities loaned, initially in an amount at least equal to 102% of the fair value of domestic securities loaned and 105% of the fair value of international securities loaned. Cash collateral is invested in high-quality short-term investments. Cash collateral requirements are determined daily based on the prior business day's ending value of securities loaned. Imbalances in cash collateral may occur on days where market volatility causes security prices to change significantly, and are adjusted the next business day. Risks to the Fund in securities-lending transactions are that the borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower. The aggregate fair market value of the loaned portion of these securities as of October 31, 2009, was approximately $8,181,000.

E. SUBSEQUENT EVENTS - Subsequent events are events or transactions that occur after the balance sheet date but before the quarterly report is issued and are categorized as recognized or non-recognized for quarterly report purposes. The Manager has evaluated subsequent events through December 17, 2009, the date the quarterly report was issued, and has determined there were no events that required recognition or disclosure in the Fund's quarterly report.

F. As of October 31, 2009, the cost of securities, for federal income tax purposes, was approximately the same as that reported in the portfolio of investments. Gross unrealized appreciation and depreciation of investments as of October 31, 2009, were $46,668,000 and $49,463,000, respectively, resulting in net unrealized depreciation of $2,795,000.

G. The portfolio of investments category percentages shown represent the percentages of the investments to net assets, which were $404,219,000 at October 31, 2009, and, in total, may not equal 100%. A category percentage of 0.0% represents less than 0.1% of net assets. Investments in foreign securities were 6.2% of net assets at October 31, 2009.

Notes to Portfolio of Investments | 10

PORTFOLIO ABBREVIATIONS AND DESCRIPTIONS

ADR American depositary receipts are receipts issued by a U.S. bank
 evidencing ownership of foreign shares. Dividends are paid in U.S.
 dollars.
REIT Real estate investment trust

SPECIFIC NOTES

(a) The security or a portion thereof was out on loan as of October 31, 2009.
(b) Rate represents the money market fund annualized seven-day yield at October 31, 2009.
(c) Securities issued by government-sponsored enterprises are supported only by the right of the government-sponsored enterprise to borrow from the U.S. Treasury, the discretionary authority of the U.S. government to purchase the government-sponsored enterprises' obligations, or by the credit of the issuing agency, instrumentality, or corporation, and are neither issued nor guaranteed by the U.S. Treasury.
(d) Zero-coupon security. Rate represents the effective yield at the date of purchase.
* Non-income-producing security.

11 | USAA Value Fund

ITEM 2. 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-Q 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.

ITEM 3. EXHIBITS.

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.

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 October 31, 2009

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

Date: 12-18-2009
 -------------------------------

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

Date: 12-21-2009
 ------------------------------


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

Date: 12-18-2009
 ------------------------------

*PRINT THE NAME AND TITLE OF EACH SIGNING OFFICER UNDER HIS OR HER SIGNATURE.

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