For the period ended 01/31/06 Series 1, 2
File Number 811-2429
Sub-Item 77Q1(e): Exhibits
--------------------------------------------------------------------------------
AMENDED AND RESTATED
INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT NO. 1 made as of the 1st day of January 2006 to the Amended
and Restated Investment Subadvisory Agreement made as of the 18th day of
October, 2002, and amended and restated as of the 1st day of May 2003, between
USAA INVESTMENT MANAGEMENT COMPANY, a corporation organized under the laws of
the State of Delaware and having its principal place of business in San Antonio,
Texas (IMCO) and XXXXXXX CAPITAL MANAGEMENT, LLC, a limited liability company
organized under the laws of the Sate of Delaware and having its principal place
of business in Denver, Colorado (MARSICO), with respect to services provided to
series of USAA Mutual Fund, Inc.
IMCO and MARSICO agree to modify and amend the Amended and Restated
Investment Subadvisory Agreement described above (Agreement) as follows:
1. SCHEDULE B. Schedule B to the Agreement, setting forth the fees
payable to MARSICO with respect to each Fund, is hereby replaced in its entirety
by Schedule B attached hereto.
2. RATIFICATION. Except as modified and amended hereby, the Agreement
is hereby ratified and confirmed in full force and effect in accordance with its
terms.
IN WITNESS WHEREOF, IMCO and MARSICO have caused this Amendment No. 1
to be executed as of the date first set forth above.
Attest: USAA INVESTMENT MANAGEMENT
COMPANY
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------- -------------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxx
Title: Secretary Title: President
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
Attest: XXXXXXX CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxx X. X. Xxxxxx By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------ ---------------------------
Name: Xxxxxx X. X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxxx
Title: General Counsel Title:President
SCHEDULE B
FEES
RATE PER ANNUM OF THE AVERAGE DAILY
FUND ACCOUNT NET ASSETS OF THE FUND ACCOUNT
USAA Aggressive Growth Fund 0.35%*
USAA Growth Fund 0.35%*
------------------
* MARSICO agrees that it will not seek to increase this fee rate during the
four-year period ending December 31, 2009 (the Four-Year Lock). This Four-Year
Lock does not limit the rights of a Fund's shareholders, a Fund's Board, or IMCO
as set forth in Section 6 of the Agreement ("Duration and Termination of this
Agreement")
