e Securities and Exchange Commission has not approved or disapproved of this Fund s shares or determined whether this prospectus is accurate or

Transcription

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

2 TABLE OF CONTENTS Fund Summary Investment Objective... 1 Fees and Expenses... 1 Principal Investment Strategy... 2 Principal Risks... 2 Performance... 3 Investment Adviser... 5 Subadviser(s)... 5 Portfolio Manager(s)... 6 Purchase and Sale of Shares... 6 Tax Information... 7 Payments to Broker-Dealers and Other Financial Intermediaries... 7 Fund Prospectus Investment Objective... 8 Principal Investment Strategy... 8 Risks Portfolio Holdings Fund Management Portfolio Manager(s) Purchases Redemptions Converting Shares Exchanges Other Important Information About Purchases, Redemptions, and Exchanges Multiple Class Information Shareholder Information Financial Highlights... 36

3 INVESTMENT OBJECTIVE The USAA Growth & Income Fund (the Fund) seeks capital growth with a secondary investment objective of current income. FEES AND EXPENSES The tables below describe the fees and expenses that you may pay, directly and indirectly, to invest in the Fund. The annual fund operating expenses for the Fund Shares and Adviser Shares are based on expenses incurred during the Fund s most recently completed fiscal year while the annual fund operating expenses for the Institutional Shares are based on estimated expenses for the current fiscal year. Shareholder Fees (fees paid directly from your investment) Fund Shares None Institutional Shares None Adviser Shares None Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Fund Shares Inst. Shares Adviser Shares Management Fee (fluctuates based on the Fund s performance relative to a securities market index) 0.60% 0.60% 0.60% Distribution and/or Service (12b-1) Fees None None 0.25% Other Expenses 0.34% 0.38% 0.37% Total Annual Operating Expenses 0.94% 0.98% 1.22% Reimbursement from Adviser N/A (0.13%)(a) (0.02%) (a) Total Annual Operating Expenses After Reimbursement 0.94% 0.85% 1.20% (a) The Adviser has agreed, through August 7, 2016, to make payments or waive management, administration, and other fees to limit the expenses of the Fund so that the total annual operating expenses of the Institutional Shares and Adviser Shares (exclusive of commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 0.85% and 1.20% of the Institutional Shares and Adviser Shares average daily net assets. This reimbursement arrangement may not be changed or terminated during this time period without approval of the Fund s Board of Trustees and may be changed or terminated by the Adviser at any time after August 7, USAA Growth & Income Fund

4 Example This example is intended to help you compare the cost of investing in this Fund with the cost of investing in other mutual funds. Although your actual costs may be higher or lower, you would pay the following expenses on a $10,000 investment, assuming (1) a 5% annual return, (2) the Fund s operating expenses remain the same, (3) you redeem all of your shares at the end of the periods shown, and (4) the expense limitation arrangement for the Institutional Shares and the Adviser Shares are not continued beyond one year. 1 Year 3 Years 5 Years 10 Years Fund Shares $ 96 $ 300 $ 520 $ 1,155 Institutional Shares $ 87 $ 299 $ 529 $ 1,190 Adviser Shares $ 122 $ 385 $ 668 $ 1,476 Portfolio Turnover The Fund pays transaction costs, including commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares of the Fund are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund s performance. For the most recent fiscal year, the Fund s portfolio turnover rate was 61% of the average value of its whole portfolio. PRINCIPAL INVESTMENT STRATEGY The Fund invests its assets primarily in equity securities that show the best potential for total return through a combination of capital growth and income. Although the Fund invests primarily in U.S. securities, it may invest up to 20% of its total assets in foreign securities, including securities issued in emerging markets. PRINCIPAL RISKS Any investment involves risk, and there is no assurance that the Fund s objective will be achieved. The Fund is actively managed and the investment techniques and risk analyses used by the Fund s manager(s) may not produce the desired results. As you consider an investment in the Fund, you also should take into account your tolerance for the daily fluctuations of the financial markets Prospectus 2

5 and whether you can afford to leave your money in the investment for long periods of time to ride out down periods. As with other mutual funds, losing money is a risk of investing in the Fund. The equity securities in the Fund s portfolio are subject to stock market risk. A company's stock price in general may decline over short or even extended periods, regardless of the success or failure of a company s operations. Equity securities tend to be more volatile than bonds. In addition, to the degree the Fund invests in foreign securities, there is a possibility that the value of the Fund s investments in foreign securities will decrease because of unique risks, such as currency exchange-rate fluctuations; foreign market illiquidity; emerging market risk; increased price volatility; uncertain political conditions; exchange control regulations; foreign ownership limits; different accounting, reporting, and disclosure requirements; difficulties in obtaining legal judgments; and foreign withholding taxes. An investment in the Fund is not a deposit in USAA Federal Savings Bank, or any other bank, and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. PERFORMANCE The following bar chart and table are intended to help you understand the risks of investing in the Fund. The Fund has three classes of shares: Fund Shares, Institutional Shares, and Adviser Shares. The bar chart provides some indication of the risks of investing in the Fund and illustrates the Fund Shares volatility and performance from year to year for each full calendar year over the past 10 years. The table shows how the average annual total returns of the share classes for the periods indicated compared to those of the Fund s benchmark index and an additional index of funds with similar investment objectives. Remember, historical performance (before and after taxes) does not necessarily indicate what will happen in the future. For the most current price, total return, and yield, log on to usaa.com or call (800) 531-USAA (8722) or (210) USAA Growth & Income Fund

6 RISK/RETURN BAR CHART Annual Returns for Periods Ended December 31 50% 32.27% 35.91% 25% 6.89% 9.55% 9.49% 15.93% 12.49% 11.21% 0% -2.52% -25% -50% % SIX-MONTH YTD TOTAL RETURN 2.60% (6/30/15) BEST QUARTER* WORST QUARTER* 17.19% 3rd Qtr % 4th Qtr *Please note that Best Quarter and Worst Quarter figures are applicable only to the time period covered by the bar chart. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In certain situations, the return after taxes on distributions and sale of shares of the Fund may be higher than the other return amounts. A higher after-tax return may result when a capital loss occurs upon redemption and translates into an assumed tax deduction that benefits the shareholder. The actual after-tax returns depend on your tax situation and may differ from those shown. If you hold your shares through a tax-deferred arrangement, such as an individual retirement account (IRA) or 401(k) plan, the after-tax returns shown in the table are not relevant to you. Please note that after-tax returns are shown only for the Fund Shares and may differ for each share class. Prospectus 4

7 AVERAGE ANNUAL TOTAL RETURNS For Periods Ended December 31, 2014 Past Past Past 1 Year 5 Years 10 Years Growth & Income Fund Shares Return Before Taxes 11.21% 13.95% 6.67% Return After Taxes on Distributions 7.92% 13.13% 5.69% Return After Taxes on Distributions and Sale of Fund Shares 9.04% 11.21% 5.35% Growth & Income Fund Adviser Shares Past Past Past Adviser Shares Inception Date 1 Year 5 Years 10 Years 08/01/10 Return Before Taxes 10.90% % Indexes Russell 3000 Index (reflects no deduction for fees, expenses, or taxes) 12.56% 15.63% 7.94% 17.75% Lipper Multi-Cap Core Funds Index (reflects no deduction for taxes) 10.06% 13.95% 7.50% 15.82% INVESTMENT ADVISER USAA Asset Management Company SUBADVISER(S) Barrow, Hanley, Mewhinney & Strauss, Inc. (BHMS) 5 USAA Growth & Income Fund

8 PORTFOLIO MANAGER(S) AMCO John B. Jares, CFA, Assistant Vice President of Equity Investments, has comanaged a portion of the Fund since November John P. Toohey, CFA, Head of Equities, has co-managed a portion of the Fund since November BHMS Mark Giambrone, Managing Director and Portfolio Manager, has co-managed a portion of the Fund since March Michael B. Nayfa, CFA, Director and Assistant Portfolio Manager, began comanaging a portion of the Fund in December Terry L. Pelzel, CFA, Director and Assistant Portfolio Manager, began comanaging a portion of the Fund in December PURCHASE AND SALE OF SHARES Fund Shares: You may purchase or sell shares of the Fund on any business day through our website at usaa.com or mobile.usaa.com; by mail at P.O. Box , San Antonio, Texas ; by telephone at (800) 531-USAA (8722) or (210) ; or by fax to (800) You also may purchase or sell shares of the Fund through USAA Brokerage Services and certain other financial intermediaries. Minimum initial purchase: $3,000 Minimum subsequent investment: $50 Institutional Shares: The Institutional Shares are not offered for sale directly to the general public. The minimum initial purchase is $1 million; however, the Fund reserves the right to waive or lower purchase minimums in certain circumstances. Adviser Shares: Adviser Shares are available for investment through financial intermediaries. Your ability to purchase, exchange, sell, and transfer shares will be affected by the policies of the financial intermediary through which you do business. The Prospectus 6

9 minimum initial purchase is $3,000; however, financial intermediaries may set different investment minimums in certain circumstances. TAX INFORMATION The Fund intends to make distributions that may be taxed as ordinary income or long-term capital gains, unless you are a tax-exempt investor (in which case you may be taxed later, upon withdrawal of your investment from such account) invest through an IRA, 401(k) plan, or other tax-deferred account. PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of such shares and certain servicing and administrative functions. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary s website for more information. 7 USAA Growth & Income Fund

10 USAA Asset Management Company (AMCO) manages this Fund. For easier reading, AMCO may be referred to as we or us throughout the prospectus. INVESTMENT OBJECTIVE What is the Fund s investment objective? The Fund seeks capital growth with a secondary investment objective of current income. The Fund s Board of Trustees (the Board) may change the investment objective without shareholder approval. PRINCIPAL INVESTMENT STRATEGY What is the Fund s principal investment strategy? The Fund invests its assets primarily in equity securities that show the best potential for total return through a combination of capital growth and income. The assessment of potential return is based on an analysis of earnings and earnings growth, relative value, and company management. The equity securities in which the Fund principally invests are common stocks, preferred stocks, securities convertible into common stocks, securities that carry the right to buy common stocks, and real estate investment trusts (REITs). The Fund may purchase and sell securities without regard to the length of time held. The Fund s portfolio turnover rate will vary from year to year depending on market conditions, and it may exceed 100%. A high turnover rate increases transaction costs and may increase taxable capital gains, which may affect Fund performance adversely. May the Fund s assets be invested in foreign securities? Yes. While most of the Fund s assets will be invested in U.S. securities, up to 20% of the Fund s total assets may be invested in foreign securities purchased in either foreign or U.S. markets. These foreign holdings may include securities issued in emerging markets as well as securities issued in established markets. In addition to companies organized in the United States, a U.S. company includes any company organized outside of the United States but which (a) is included in an index tracking the performance of a U.S. securities market; (b) has its headquarters or principal location of operations in the United States; (c) has its primary listing on a securities exchange or market in the United States; or (d) derives a majority of revenues in the United States. Prospectus 8

11 Are there any restrictions as to the types of investments in which the Fund s assets may be invested? The Fund s investment in convertible securities will be limited to 5% of the value of the Fund s net assets at the time these securities are purchased. How are the decisions to buy and sell common stocks made? AMCO AMCO s portfolio will typically consist of 50 to 80 holdings. We will employ a fundamental bottom-up approach to identify companies that offer superior growth potential, improving fundamental business trends, and trade at a discount to intrinsic value. We believe this will result in a portfolio that is primarily focused on the potential for capital appreciation. BHMS BHMS approach to the equity market is based on the underlying philosophy that markets are inefficient. BHMS believes that these inefficiencies can best be exploited through adherence to an active, value-oriented investment process dedicated to the selection of securities on a bottom-up basis. BHMS utilizes a consistent, disciplined process to identify companies it believes to be undervalued and temporarily out of favor. The firm strives to stay fully invested with a defensive, conservative orientation based on the belief that superior returns can be achieved while taking below-average risks. BHMS is a patient, long-term investor, and views short-term disappointments and resulting price declines as opportunities to profit in high-quality or improving businesses. BHMS intends for the Fund to reflect all three value characteristics: price/earnings and price/book ratios below the market and dividend yields above the market. When BHMS believes a stock has lost its value characteristics or has met valuation targets, it liquidates the security. BHMS does not try to judge when the holding might reach a speculative level of overvaluation. TEMPORARY DEFENSIVE STRATEGY The Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund s principal investment strategies in attempting to respond to adverse market, economic, political, or other conditions. The effect of taking such a temporary defensive position is that the Fund may not achieve its investment objective. 9 USAA Growth & Income Fund

12 RISKS Equity Risk: The equity securities in the Fund s portfolio are subject to stock market risk. A company s stock price in general may decline over short or even extended periods, regardless of the success or failure of a company s operations. Stock markets tend to run in cycles, with periods when stock prices generally go up, and periods when stock prices generally go down. However, domestic and international stock markets also can move up and down rapidly or unpredictably due to factors affecting securities markets generally, particular investments, or individual companies. Foreign Investing Risk: There is the possibility that the value of the Fund s investments in foreign securities will decrease because of unique risks, such as currency exchange-rate fluctuations; foreign market illiquidity; emerging market risk; increased price volatility; uncertain political conditions; exchange control regulations; foreign ownership limits; different accounting, reporting, and disclosure requirements; difficulties in obtaining legal judgments; and foreign withholding taxes. Foreign investing may result in the Fund experiencing more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. Two risks that require significant examination on foreign investing are: Emerging Markets Risk: Investments in countries that are in the early stages of their industrial development involve exposure to economic structures that generally are less diverse and mature than those in the United States and to political systems that may be less stable. Political Risk: Political risk includes a greater potential for coups d état, revolts, and expropriation by governmental organizations. Impact of Actions by Other Shareholders: The Fund, like all mutual funds, pools the investments of many investors. Actions by one investor or multiple investors may have an impact on the Fund and on other investors. For example, significant levels of new investments may cause the Fund to have more cash than would otherwise be the case, which might have a positive or negative impact on Fund performance. Similarly, redemption activity might cause the Fund to sell portfolio securities or borrow funds, which might generate a capital gain or loss or cause the Fund to incur costs that, in effect, would be borne by all shareholders, not just those investors who redeemed. Shareholder purchase and redemption activity also may affect the per share amount of the Fund s distributions of its net investment income and net realized capital gains, if any, thereby increasing or reducing the tax burden on a Fund s shareholders subject to income tax. Prospectus 10

13 In addition, certain USAA funds-of-funds are permitted to invest in the Growth & Income Fund. As a result, the Fund may have large inflows or outflows of cash from time to time. This could have adverse effects on the Fund s performance if the Fund were required to sell securities or invest cash at times when it otherwise would not do so. This activity also could accelerate the realization of capital gains and increase the Fund s transaction costs. Liquidity Risk: Certain securities held by the Fund may be difficult (or impossible) to sell at the time and at the price the Fund would like due to a variety of factors, including general market conditions, the perceived financial strength of the issuer, or specific restrictions on resale of the securities. Consequently, the Fund may have to hold these securities longer than it would like and may forgo other investment opportunities. It also is possible that the Fund could lose money or be prevented from earning capital gains if it cannot sell a security at the time and price that is most beneficial to the Fund. Lack of liquidity may impact valuation of such securities and the Fund s net asset value adversely, especially during times of financial distress. In addition, the Fund may not be able to raise cash when needed or may be forced to sell other investments to raise cash, which could impact the Fund s performance negatively. Infrequent trading of securities also may lead to an increase in their price volatility. Liquidity is a general investment risk that potentially could impact any security, but funds that invest in privately placed securities, certain small-company securities, high-yield bonds, mortgage-backed or asset-backed securities, foreign or emerging market securities, derivatives, or other structured investments, which all have experienced periods of illiquidity, generally are subject to greater liquidity risk than funds that do not invest in these types of securities. Management Risk: The Fund is subject to management risk, which is the possibility that the investment techniques and risk analyses used by the Fund s manager(s) will not produce the desired results. In addition, we operate under a manager-of-managers structure, which gives us the right, with the prior approval of the Board and without shareholder approval, to change subadviser(s). If we add or replace a subadviser of the Fund, the Fund could experience higher portfolio turnover and higher transaction costs than normal if the new subadviser realigns the portfolio to reflect its investment techniques and philosophy. A realignment of the Fund s portfolio could result in higher net realized capital gains and, therefore, distributions thereof, which would affect the tax efficiency of the Fund negatively. Market Risk: The risk that the securities markets will move down, sometimes rapidly and unpredictably based on overall economic conditions and other factors. Changes in the financial condition of a single issuer can impact a market as a whole. In addition, markets and market-participants are increasingly reliant 11 USAA Growth & Income Fund

14 upon both publicly available and proprietary information data systems. Data imprecision, software or other technology malfunctions, programming inaccuracies, unauthorized use or access, and similar circumstances may impair the performance of these systems and may have an adverse impact upon a single issuer, a group of issuers, or the market at-large. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in the Fund being, among other things, unable to buy or sell certain securities or financial instruments or accurately price its investments. Market turmoil may be reflected in perceptions of economic uncertainty, price volatility in the equity and debt markets, and fluctuating trading liquidity. In response, governments may adopt a variety of fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs, and lower interest rates. An unexpected or quick reversal of these policies could increase volatility in the equity and debt markets. Market conditions and economic risks could have a significant effect on domestic and international economies, and could add significantly to the risks of increased volatility for the Fund and the inability to attain the Fund s investment objective. Equity securities tend to be more volatile than bonds. In addition, displays of political gridlock at the federal level surrounding deficit reduction and the statutory debt ceiling could increase the possibility of market turmoil. In August 2011, Standard & Poor s Ratings Services lowered its longterm sovereign credit rating on the United States from AAA to AA+ citing, among other reasons, controversy over the rising statutory debt ceiling and growth in public spending. Any further downgrades to the U.S. government's sovereign credit rating, or its perceived creditworthiness, could adversely affect the U.S. and global financial markets and economic conditions. There can be no assurance that governmental or other measures to aid economic recovery will be effective. REITs Investment Risk: Investing in REITs may subject the Fund to many of the same risks associated with the direct ownership of real estate. Additionally, REITs are dependent upon the capabilities of the REIT manager(s), have limited diversification may be particularly sensitive to economic downturns or changes in interest rates, real estate values, cash flows of underlying real estate assets, occupancy rates, zoning laws or tax laws. Moreover, by investing in the debt securities of REITs, the Fund also is subject to credit risk. Because REITs are pooled investment vehicles that have expenses of their own, the Fund will indirectly bear its proportionate share of those expenses. Prospectus 12

15 ADDITIONAL INFORMATION This prospectus doesn t tell you about every policy or risk of investing in the Fund. For additional information about the Fund s investment policies and the types of securities in which the Fund s assets may be invested, you may want to request a copy of the statement of additional information (SAI) (the back cover tells you how to do this). PORTFOLIO HOLDINGS A description of the Fund s policies and procedures with respect to the disclosure of the Fund s portfolio securities is available in the Fund s SAI, which is available upon request. FUND MANAGEMENT AMCO serves as the manager of the Fund. The Fund is one of 54 no-load mutual funds offered by USAA Mutual Funds Trust. We are an affiliate of United Services Automobile Association (USAA), a large, diversified financial services institution. Our mailing address is P.O. Box , San Antonio, Texas We had approximately $139 billion in total assets under management as of June 30, We provide investment management services to the Fund pursuant to an Advisory Agreement. Under this agreement, we are responsible for managing the business and affairs of the Fund, subject to the authority of and supervision by the Board. A discussion regarding the basis of the Board s approval of the Fund s Advisory and Subadvisory Agreements is available in the Fund s annual report to shareholders for the period ended July 31. For our services, the Fund pays us an investment management fee, which is comprised of a base investment management fee and a performance adjustment. The base investment management fee, which is accrued daily and paid monthly, is equal to an annualized rate of three-fifths of one percent (0.60%) of the Fund s average daily net assets. The performance adjustment is calculated separately for each share class on a monthly basis and will be added to or subtracted from the base investment management fee depending upon the performance of the respective share class relative to the performance the Lipper Multi-Cap Core Funds Index over the performance period. The Lipper Multi-Cap Core Funds Index tracks the total return performance of the 30 largest funds within this category. This category includes funds that, by portfolio practice, invest in a variety of market 13 USAA Growth & Income Fund

16 capitalization ranges without concentrating 75% of their equity assets in any one market capitalization range over an extended period of time. Multi-cap funds typically have been between 25% to 75% of their assets invested in companies with market capitalizations (on a three-year weighted basis) above 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P Composite 1500 Index. These funds typically have an average price-toearnings ratio, price-to-book ratio, and three-year sales per share growth value, compared to the S&P Composite 1500 Index. The performance period for Fund Shares and Adviser Shares consists of the current month plus the previous 35 months. For purposes of calculating the performance adjustment, the performance of the Institutional Shares will include the performance of the Fund Shares for periods prior to August 7, The annual performance adjustment rate is multiplied by the average daily net assets of the Fund over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance) or subtracted from (in the case of underperformance) the base investment management fee as referenced in the following chart: Over/Under Performance Annual Adjustment Rate Relative to Index (in basis points as a percentage (in basis points) 1 of the Fund s average daily net assets) 1 +/ 100 to 400 +/ 4 +/ 401 to 700 +/ 5 +/ 701 and greater +/ 6 1 Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36-month period. Under the performance fee arrangement, the Fund will pay a positive performance fee adjustment for a performance period whenever the Fund outperforms the Lipper Multi-Cap Core Funds Index over that period, even if the Fund had overall negative returns during the performance period. For the fiscal year ended July 31, 2014, the performance adjustment of less than 0.01% was subtracted from the base investment management fee of 0.60% for the Fund Shares and the Adviser Shares. We have agreed, through August 7, 2016, to make payments or waive management, administration, and other fees to limit the expenses of the Institutional Shares and Adviser Shares so that the total annual operating expenses (exclusive of commission recapture, expense offset arrangements, Prospectus 14

17 acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 0.85% and 1.20%, respectively, of the Institutional Shares and Adviser Shares average daily net assets. This reimbursement arrangement may not be changed or terminated during this time period without approval of the Board and may be changed or terminated by us at any time after August 7, If the total annual operating expense ratio of the Institutional Shares and Adviser Shares are lower than 0.85% and 1.20%, respectively, the Institutional Shares and Adviser Shares will operate at the lower expense ratio. In addition to providing investment management services, we also provide administration and servicing to the Fund. Our affiliate, USAA Shareholder Account Services (SAS), provides transfer agency services to the Fund. The Fund or the Fund s distributor or transfer agent may enter into agreements with third parties (Servicing Agents) to pay such Servicing Agents for certain administrative and servicing functions. USAA Investment Management Company acts as the Fund's distributor. The Fund uses a manager-of-managers structure. We are authorized to select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the actual day-to-day investment of the Fund s assets. We monitor each subadviser s performance through quantitative and qualitative analysis and periodically report to the Board as to whether each subadviser s agreement should be renewed, terminated, or modified. We also are responsible for allocating assets to the subadviser(s). The allocation for each subadviser can range from 0% to 100% of the Fund s assets, and we can change the allocations without shareholder approval. We have entered into an Investment Subadvisory Agreement with BHMS under which BHMS provides day-to-day discretionary management of the portion of the Fund s assets attributed to it in accordance with the Fund s investment objectives, policies, and restrictions, subject to the general supervision of the Board and AMCO. BHMS is compensated directly by AMCO and not the Fund. BHMS, located at 2200 Ross Avenue, 31st Floor, Dallas, Texas , has been in the investment management business since As of September 30, 2014, the firm managed more than $96.3 billion in equity and fixed-income assets for institutional investors such as pension funds, endowments and foundations, as well as subadvisory mutual fund relationships. All investment and operational functions are performed at its sole location in Dallas, Texas. 15 USAA Growth & Income Fund

18 PORTFOLIO MANAGER(S) AMCO John B. Jares, CFA, Assistant Vice President of Equity investments, joined AMCO in September 2012, and has co-managed a portion of the Fund since November Prior to joining AMCO, Mr. Jares spent eight years serving as a portfolio manager for Dreyfus-Founders Funds where he managed large- and mid-cap growth strategies. He also directed the firm s mid- to large-cap research department where he managed a team of seven equity analysts. He has over 17 years of investment management experience. Education: M.S. in Finance, University of Colorado at Denver, and a B.S., Colorado State University. He holds the Chartered Financial Analyst (CFA) designation. John P. Toohey, CFA, Head of Equities and has co-managed a portion of the Fund since November He has 16 years of investment management experience and has worked or us for seven years. Education: B.A., Mathematics, Williams College. He holds the Chartered Financial Analyst (CFA) designation. BHMS BHMS diversified large cap strategy is managed in a team approach led by Mark Giambrone. Mark Giambrone, Managing Director and Portfolio Manager, joined BHMS in January He has over 22 years of investment management experience and has co-managed a portion of the Fund since March Education: B.S. in Business, Indiana University; M.B.A., University of Chicago. Michael B. Nayfa, CFA, Director and Assistant Portfolio Manager, joined BHMS in June He has 10 years of investment experience and has comanaged a portion of the Fund since December Education: B.B.A. in Finance, Texas Christian University; M.B.A., University of Texas. Terry L. Pelzel, CFA, Director and Assistant Portfolio Manager, joined BHMS in January He has nine years of investment experience and has comanaged a portion of the Fund since December Education: B.B.A. in Finance, Texas A&M University. The SAI provides additional information about the portfolio managers compensation, other accounts managed, and ownership of Fund securities. CHANGE OF SUBADVISERS We have received an exemptive order from the Securities and Exchange Commission (SEC) that permits us, subject to certain conditions, including Prospectus 16

19 prior approval of the Board, to appoint and replace subadvisers, enter into subadvisory agreements, and amend subadvisory agreements on behalf of the Fund without shareholder approval. As a result, we can change the fee rate payable to a subadviser or appoint a new subadviser at a fee rate different than that paid to the current subadvisers, which in turn may result in a different fee retained by AMCO. We will notify shareholders within 90 days after hiring any new subadviser for the Fund. PURCHASES OPENING AN ACCOUNT WITH THE FUND You may purchase shares directly from the Fund or through certain financial intermediaries as described below. If you are opening an account with us by mail, you should return a complete, signed application to open your initial account. However, after you open your initial account with us, you will not need to fill out another application to invest in another fund of the USAA family of funds unless the registration is different or we need further information to verify your identity. As required by federal law, we must obtain certain information from you prior to opening an account with us. If we are unable to verify your identity, we may refuse to open your account, or we may open your account and take certain actions without prior notice to you, including restricting account transactions pending verification of your identity. If we subsequently are unable to verify your identity, we may close your account and return to you the value of your shares at the next calculated net asset value (NAV). We prohibit opening accounts for certain investors, including but not limited to, foreign financial institutions, shell banks, correspondent accounts for foreign shell banks, and correspondent accounts for foreign financial institutions. A foreign shell bank is a foreign bank without a physical presence in any country. A correspondent account is an account established for a foreign bank to receive deposits from, or to make payments or other disbursements on behalf of, the foreign bank, or to handle other financial transactions related to such foreign bank. TAXPAYER IDENTIFICATION NUMBER Each shareholder named on an account with us must provide a Social Security number or other taxpayer identification number to avoid tax withholding required by the Internal Revenue Code of 1986, as amended (the Code). See the section titled Taxes for additional tax information. 17 USAA Growth & Income Fund

20 PURCHASING SHARES Fund Shares: The Fund Shares are a separate share class of the Fund and are not a separate mutual fund. You may open an account with us and purchase Fund Shares on the Internet, by telephone, or by mail. Fund Shares also are available through USAA Brokerage Services and certain financial intermediaries, as described below. To purchase Fund Shares through your USAA brokerage account, please contact USAA Brokerage Services directly. These shares will become part of your USAA brokerage account and will be subject to USAA Brokerage Services applicable policies and procedures. Additional fees also may apply. If Fund Shares are purchased through a retirement account or an investment professional (e.g., a financial intermediary), the policies and procedures on these purchases may differ from those discussed in this prospectus. Additional fees also may apply to your investment in the Fund, including a transaction fee, if you buy or sell shares of the Fund through a broker or other investment professional. For more information on these fees, check with your investment professional. Institutional Shares: The Institutional Shares are a separate share class of the Fund and are not a separate mutual fund. The Institutional Shares are available for investment through a USAA discretionary managed account program, and certain advisory programs sponsored by financial intermediaries, such as brokerage firms, investment advisors, financial planners, third-party administrators, and insurance companies. Institutional Shares also are available to institutional investors, which include retirement plans, endowments, foundations, and bank trusts, as well as other mutual funds managed by AMCO that pursues a fund-of-funds investment strategy and other persons or legal entities that the Fund may approve from time to time. Adviser Shares: The Adviser Shares are a separate share class of the Fund and are not a separate mutual fund. The Adviser Shares are available for investment through financial intermediaries, including banks, broker-dealers, insurance companies, investment advisers, plan sponsors, and financial professionals that provide various administrative and distribution services. Your ability to purchase, exchange, redeem, and transfer shares will be affected by the policies of the financial intermediary through which you do business. Some policy differences may include: minimum investment requirements, Prospectus 18

21 exchange policies, fund choices, cutoff time for investments, and trading restrictions. In addition, your financial intermediary may charge a transaction or other fee for the purchase or sale of Adviser Shares. Those charges are retained by the financial intermediary and are not shared with us. Please contact your financial intermediary or plan sponsor for a complete description of its policies. Copies of the Fund's annual report, semiannual report, and SAI are available from your financial intermediary or plan sponsor. MINIMUM INITIAL PURCHASE Fund Shares: $3,000. However, the Fund reserves the right to waive or lower purchase minimums in certain circumstances. Institutional Shares: $1 million. However, the Fund reserves the right to waive or lower purchase minimums in certain circumstances. Adviser Shares: $3,000. However, financial intermediaries may set different investment minimums, and the Fund reserves the right to waive or lower purchase minimums in certain circumstances. ADDITIONAL PURCHASES Fund Shares: $50 minimum per transaction, per account. Employees of USAA and its affiliated companies may make additional purchases through payroll deduction for as little as $25 per pay period. Institutional Shares: There is no subsequent purchase minimum for the investment in the Institutional Shares of the Fund through any applicable discretionary managed account or similar investment program and/or certain other USAA affiliated products. Adviser Shares: There is no subsequent purchase minimum for financial intermediaries or employer-sponsored retirement plans, but financial intermediaries, including but not limited to banks, broker-dealers, insurance companies, investment advisers, plan sponsors, and financial professionals that provide various administrative and distribution services, may require their clients to meet different subsequent purchase requirements. 19 USAA Growth & Income Fund

22 Contact your financial intermediary for trade deadlines and the applicable procedures for purchasing, selling, or exchanging your shares as well as initial and subsequent investment minimums. EFFECTIVE DATE OF PURCHASE When you make a purchase, your purchase price will be the NAV per share next determined after we or the financial intermediary receive your request in proper form (e.g., complete, signed application and payment). The Fund s NAV per share is determined as of the close of the regular trading session (generally 4 p.m. Eastern time) of the New York Stock Exchange (NYSE) each day it is open for trading. If we or the financial intermediary receive your purchase request in proper form prior to that time, your purchase price will be the NAV per share determined for that day. If we or the financial intermediary receive your purchase request in proper form after that time, the purchase price will be the NAV per share calculated as of the close of the next regular trading session of the NYSE. The Fund or the Fund s distributor or transfer agent may enter into agreements with Servicing Agents, which hold Fund Shares or Adviser Shares in omnibus accounts for their customers, under which the Servicing Agents are authorized to receive orders for shares of the Fund on the Fund s behalf. Under these arrangements, the Fund will be deemed to have received an order when an authorized Servicing Agent receives the order. Accordingly, customer orders will be priced at the Fund s NAV next computed after they are received by an authorized Servicing Agent even though the orders may be transmitted to the Fund by the Servicing Agent after the time the Fund calculates its NAV. PAYMENT If you plan to purchase shares from us with a check, money order, traveler s check, or other similar instrument, the instrument must be written in U.S. dollars and drawn on a U.S. bank. We do not accept the following foreign instruments: checks, money orders, traveler s checks, or other similar instruments. In addition, we do not accept cash or coins. If you plan to purchase shares through a financial intermediary, please check with that financial intermediary regarding acceptable forms of payment. REDEMPTIONS For federal income tax purposes, a redemption of shares of the Fund is a taxable event, upon which you may recognize a capital gain or loss (unless you hold the shares in a tax-deferred account or are a tax-exempt investor). A capital gain or loss is based on the difference between your basis in the redeemed shares and the Prospectus 20

23 proceeds you receive upon their redemption. See the section titled Taxes for information regarding basis election and reporting. The Fund may elect to suspend the redemption of shares or postpone the date of payment in limited circumstances (e.g., if the NYSE is closed or when permitted by order of the SEC). REDEEMING SHARES Fund Shares: If you have an account with us, you may redeem Fund Shares by Internet, by telephone, or by mail on any day the NAV per share is calculated. Fund Share redemptions will receive a redemption price of the NAV per share next determined after we receive your request in proper form. If we receive your redemption request in proper form prior to the close of the NYSE's regular trading session (generally 4 p.m. Eastern time), your redemption price will be the NAV per share determined for that day. If we receive the redemption request after that time, the redemption price will be the NAV per share calculated as of the close of the next regular trading session of the NYSE. Telephone redemption privileges are established automatically when you complete your application. The Fund has undertaken certain authentication procedures regarding telephone transactions and will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. Before any discussion regarding your account, we will obtain certain information from you to verify your identity. Additionally, your telephone calls may be recorded or monitored, and confirmations of account transactions are sent to the address of record or by electronic delivery to your designated address. If Fund Shares are held through USAA, we will send your money within seven days after the effective date of redemption. However, payment for redemption of shares purchased by electronic funds transfer (EFT) or check will be sent after the EFT or check has cleared, which could take up to seven days from the purchase date. If Fund Shares are held in your USAA brokerage account, please contact USAA Brokerage Services regarding redemption policies. These shares are part of your USAA brokerage account, and any redemption request received in proper form prior to the close of the NYSE (generally 4 p.m. Eastern time) will receive the NAV per share determined for that day, subject to USAA Brokerage Services applicable policies and procedures. If Fund Shares are held in your account with another financial intermediary, please contact your financial intermediary regarding redemption policies. 21 USAA Growth & Income Fund

24 Generally, any redemption request you place with your financial intermediary in proper form prior to the close of the NYSE (generally 4 p.m. Eastern time) will receive the NAV per share determined for that day, subject to the financial intermediary's applicable policies and procedures. Institutional Shares: Redemptions of Institutional Shares will receive a redemption price of the NAV per share next determined after we receive the request in proper form. If we receive the redemption request in proper form prior to the close of the NYSE s regular trading session (generally 4 p.m. Eastern time), the redemption price will be the NAV per share determined for that day. If we receive the redemption request after that time, the redemption price will be the NAV per share calculated as of the close of the next regular trading session of the NYSE. We will send your money within seven days after the effective date of redemption. Adviser Shares: Check with your financial intermediary for its policies on redemptions. Shares purchased through a financial intermediary should be redeemed through the financial intermediary. Normally, the Fund transmits proceeds to intermediaries for redemption orders received in proper form on the next business day after receipt. Under certain circumstances and when deemed to be in the Fund s best interests, proceeds may not be sent to intermediaries for up to seven days after receipt of the redemption order. CONVERTING SHARES CONVERTING FROM INSTITUTIONAL SHARES INTO FUND SHARES If you no longer meet the eligibility requirements to invest in Institutional Shares of the Fund (e.g., you terminate participation in a USAA discretionary management account program), we may convert your Institutional Shares into Fund Shares. The Fund will notify you before any such conversion into Fund Shares occurs. CONVERTING FROM ADVISER SHARES INTO FUND SHARES If you hold Adviser Shares of the Fund through an account maintained with another financial institution and subsequently transfer your shares into an account established with the Fund s transfer agent or into your USAA brokerage account, we may convert your Adviser Shares into Fund Shares. Prospectus 22

25 PRICING When a conversion occurs, you receive shares of one class of a Fund for shares of another class of the same Fund. At the time of conversion, the dollar value of the new shares you receive equals the dollar value of the old shares that were converted. In other words, the conversion has no effect on the value of your investment in the Fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs per share of the two share classes. A conversion between share classes of the same Fund is a nontaxable event. EXCHANGES For federal income tax purposes, an exchange of shares between funds is a taxable event, upon which you may recognize a capital gain or loss unless you hold the shares in a tax-deferred account or are a tax-exempt investor. A capital gain or loss is based on the difference between your basis in the exchanged shares and the NAV of the shares when they are exchanged. See the section titled Taxes for information regarding basis election and reporting. EXCHANGE PRIVILEGE The exchange privilege is automatic when you complete your application with us. You may exchange shares between funds in the USAA family of funds, provided the shares to be acquired are offered in your state of residence. The Fund, however, reserves the right to terminate or change the terms of an exchange offer. Exchanges made through the USAA self-service telephone system and usaa.com require an Electronic Services Agreement (ESA) and EFT Buy/Sell authorization on file. After we receive the exchange orders, the Fund s transfer agent will simultaneously process exchange redemptions and purchases at the share prices next determined pursuant to the procedures set forth herein. See the section titled Effective Date of Purchase for additional information. The investment minimums applicable to share purchases also apply to exchanges. If shares of the Fund are held in your USAA brokerage account, please contact USAA Brokerage Services regarding exchange policies. These shares are part of your USAA brokerage account, and any exchange request received in proper form prior to the close of the NYSE (generally 4 p.m. Eastern time) will receive the NAV per share determined for that day, subject to USAA Brokerage Services applicable policies and procedures. 23 USAA Growth & Income Fund