U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM N-17f-2
Certificate of Accounting of Securities and Similar
Investments in the Custody of
Management Investment Companies
Pursuant to Rule 17f-2 [17 CFR 270, 17f-2]
1. Investment Company Act File Number: Date examination completed:
811-7852 August 31, 2012
2. State Identification Number:
AL AK AZ AR CA CO
CT DE 2340899 DC FL GA HI
ID IL IN IA KS KY
LA ME MD MA MI MN
MS MO MT NE NV NH
NJ NM NY NC ND OH
OK OR PA RI SC SD
TN TX UT VT VA WA
WV WI WY PUERTO RICO
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Other (specify):
3. Exact name of investment company as specified in registration statement:
USAA Mutual Funds Trust
4. Address of principal executive office: (number, street, city, state, zip
code):
9800 Fredericksburg Road, San Antonio, Texas 78288
INSTRUCTIONS
This Form must be completed by the investment companies that have custody of
securities or similar investments.
INVESTMENT COMPANY
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in compliance with
Rule 17f-2 under the Act and applicable state law, examines securities and
similar investments in the custody of the investment company.
ACCOUNTANT
3. Submit this Form to the Securities and Exchange Commission and appropriate
state securities administrators when filing the certificate of accounting
required by Rule 17f-2 under the Act and applicable state law. File the
original and one copy with the Securities and Exchange Commission's
principal office in Washington, D.C., one copy with the regional office for
the region in which the investment company's principal business operations
are conducted, and one copy with the appropriate state administrator(s), if
applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
SEC'S COLLECTION OF INFORMATION
An agency may not conduct or sponsor, and a person is not required to respond
to, a collection of information unless it displays a currently valid OMB control
number. Filing of Form N-17f-2 is mandatory for an investment company that has
custody of securities or similar investments. Rule 17f-2 under section 17(f) of
the Investment Company Act of 1940 requires the investment company to retain an
independent public accountant to verify the company's securities and similar
investments by actual examination three times during each fiscal year. The
accountant must prepare a certificate stating that the examination has occurred
and describing the examination, and must transmit the certificate to the
Commission with Form N-17f-2 as a cover sheet. The Commission uses the Form to
ensure that the certificate is properly attributed to the investment company.
The Commission estimates that the burden of completing Form N-17f-2 is
approximately 1.0 hours per filing. Any member of the public may direct to the
Commission any comments concerning the accuracy of the burden estimate of this
Form, and any suggestions for reducing this burden. This collection of
information has been reviewed by the Office of Management and Budget in
accordance with the clearance requirements of 44 U.S.C. ss. 3507. Responses to
this collection of information will not be kept confidential.
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of
USAA S&P 500 Index Fund
We have examined management's assertion, included in the accompanying
Management Statement Regarding Compliance With Certain Provisions of the
Investment Company Act of 1940, that the USAA S&P 500 Index Fund (the Fund)
complied with the requirements of subsections (b) and (c) of rule 17f-2 under
the Investment Company Act of 1940 (the Act) as of August 31, 2012. Management
is responsible for the Fund's compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Fund's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Fund's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. Included among our procedures were the following tests
performed as of August 31, 2012 and with respect to agreement of security
purchases and sales, for the period from May 31, 2012 (the date of our last
examination), through August 31, 2012:
o Confirmation of all securities held by institutions in book entry form (The
Depository Trust Company);
o Confirmation of all securities hypothecated, pledged, placed in escrow or out
for transfer with brokers, pledgees or transfer agents;
o Reconciliation of all such securities to the books and records of the Fund
and the Custodian, Northern Trust;
o Confirmation of all open future positions with brokers; and
o Agreement of five security purchases and five security sales or maturities
since our last report from the books and records of the Fund to broker
confirmations.
We believe that our examination provides a reasonable basis for our opinion.
Our examination does not provide a legal determination on the Fund's compliance
with specified requirements.
In our opinion, management's assertion that the USAA S&P 500 Index Fund
complied with the requirements of subsections (b) and (c) of rule 17f-2 of the
Act as of August 31, 2012, with respect to securities reflected in the
investment account of the Fund is fairly stated, in all material respects.
This report is intended solely for the information and use of management and
the Board of Trustees of the USAA S&P 500 Index Fund and the Securities and
Exchange Commission and is not intended to be and should not be used by anyone
other than these specified parties.
/s/Ernst & Young LLP
San Antonio, Texas
November 27, 2012
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Management Statement Regarding Compliance With Certain Provisions of the
Investment Company Act of 1940
November 27, 2012
We, as members of management of the USAA S&P 500 Index Fund (the Fund), are
responsible for complying with the requirements of subsections (b) and (c) of
rule 17f-2, "Custody of Investments by Registered Management Investment
Companies," of the Investment Company Act of 1940 (the Act). We are also
responsible for establishing and maintaining effective internal controls over
compliance with those requirements. We have performed an evaluation of the
Fund's compliance with the requirements of subsections (b) and (c) of rule
17f-2 as of August 31, 2012 and from May 31, 2012 through August 31, 2012.
Based on this evaluation, we assert that the Fund was in compliance with the
requirements of subsections (b) and (c) of rule 17f-2 of the Act as of August
31, 2012 and from May 31, 2012 through August 31, 2012, with respect to
securities reflected in the investment account of the Fund.
USAA S&P 500 INDEX FUND
By: /s/ Dan McNamara
__________________________________
Dan McNamara
President and Vice Chairman of the
Board of Trustees
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/s/ Roberto Galindo, Jr.
__________________________________
Roberto Galindo, Jr.
Treasurer
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