For the period ended 01/31/04 Series 7, 11, 14, 15
File Number 811-2429
Sub-Item 77Q1(e): Exhibits
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AMENDMENT NO. 02
TO
INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT NO. 02 made as of the 1st day of December 2003 to the
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 BATTERYMARCH FINANCIAL MANAGEMENT, INC., a corporation organized under the
laws of the State of Maryland and having its principal place of business in
Boston, Massachusetts (Batterymarch), with respect to services provided to
series of USAA Mutual Fund, Inc.
IMCO and Batterymarch agree to modify and amend the Investment
Subadvisory Agreement described above (Agreement) as follows:
1. NEW FUND. IMCO hereby appoints Batterymarch as an investment
subadviser of the USAA Small Cap Stock Fund on the terms and conditions set
forth in the Agreement.
2. SCHEDULE A. Schedule A to the Agreement, setting forth the Funds
of the Company for which Batterymarch is appointed as an investment subadviser,
is hereby replaced in its entirety by Schedule A (revised 12/1/03) attached
hereto.
3. SCHEDULE B. Schedule B to the Agreement, setting forth the fees
payable to Batterymarch with respect to each Fund, is hereby replaced in its
entirety by Schedule B (revised 12/1/03) attached hereto.
4. 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 Batterymarch have caused this Amendment
No. 02 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/ Xxxx X. Xxxxxx
--------------------------
Name: Xxxx X. Xxxxxx
Title: Authorized Signatory
Attest: BATTERYMARCH FINANCIAL MANAGEMENT,
INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxx
--------------------------------- -------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxx
Title: Assistant Secretary Title: President, CFO
SCHEDULE A
(REVISED 12/1/03)
FUND EFFECTIVE DATE
USAA CAPITAL GROWTH FUND OCTOBER 18, 2002
USAA SMALL CAP STOCK FUND DECEMBER 1, 2003
SCHEDULE B
(REVISED 12/1/03)
FEES
RATE PER ANNUM OF THE AVERAGE
DAILY NET ASSETS
FUND ACCOUNT OF THE FUND ACCOUNT
USAA Capital Growth Fund 0.50%
USAA Small Cap Stock Fund 0.50%
AMENDMENT NO. 02
TO
INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT NO. 02 made as of the 1st day of December 2003 to the
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 WELLINGTON MANAGEMENT COMPANY, LLP, a limited liability partnership
organized under the laws of the Commonwealth of Massachusetts and having its
principal place of business in Boston, Massachusetts (Wellington Management),
with respect to services provided to certain series of USAA Mutual Fund, Inc.
IMCO and Wellington Management agree to modify and amend the Amended
and Restated Investment Subadvisory Agreement described above (Agreement) as
follows:
1. NEW FUND. IMCO hereby appoints Wellington Management as an
investment subadviser of the USAA Small Cap Stock Fund on the terms and
conditions set forth in the Agreement.
2. SCHEDULE A. Schedule A to the Agreement, setting forth the Funds
of the Company for which Wellington Management is appointed as an investment
subadviser, is hereby replaced in its entirety by Schedule A (revised 12/01/03)
attached hereto.
3. SCHEDULE B. Schedule B to the Agreement, setting forth the fees
payable to Wellington Management with respect to each Fund, is hereby replaced
in its entirety by Schedule B (revised 12/01/03) attached hereto.
4. 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 Wellington Management have caused this
Amendment No. 02 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
/s/ Xxxx X. Xxxxxx
By: ------------------------------
Name: Xxxx X. Xxxxxx
Title: Authorized Signatory
Attest: WELLINGTON MANAGEMENT COMPANY, LLP
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- ------------------------------
Name: Xxxx Xxxxx Name: Xxxxxxx X. Xxxxxx
Title: Vice President Title: Senior Vice President
SCHEDULE A
(REVISED 12/01/03)
FUND EFFECTIVE DATE
USAA GROWTH & INCOME FUND OCTOBER 18, 2002
USAA SCIENCE & TECHNOLOGY FUND OCTOBER 18, 2002
USAA SMALL CAP STOCK FUND DECEMBER 1, 2003
SCHEDULE B
(REVISED 12/01/03)
FEES
RATE PER ANNUM OF THE AVERAGE DAILY NET
FUND ACCOUNT ASSETS OF THE FUND ACCOUNT
USAA Growth & Income Fund 0.20%
USAA Science & Technology Fund 0.45% - First $100 million
0.35% - Amounts above $100 million
USAA Small Cap Stock Fund 0.70%
