Exhibit d(xiii)
AMENDMENT NO. 1
TO INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT NO. 1 made as of the 1st day of August, 2005, to the
Investment Subadvisory Agreement made as of the 12th day of July, 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 GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a limited liability
company organized under the laws of the State of Massachusetts and having its
principal place of business in Boston, Massachusetts (GMO), with respect to
services provided to the USAA Income Stock Fund, a series of USAA Mutual Fund,
Inc.
IMCO and GMO agree to modify and amend the Investment Subadvisory
Agreement described above (Agreement) as follows:
1. SCHEDULE B. Schedule B to the Agreement, setting forth the fees
payable to GMO with respect to the Income Stock Fund, is hereby replaced in its
entirety by Schedule B 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 GMO 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/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Authorized Signatory
Attest: GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxx
Title: Legal Counsel Title: Legal Counsel
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Legal Counsel Title: Legal Counsel
SCHEDULE B
FUND ACCOUNT RATE PER ANNUM OF THE AVERAGE DAILY
NET ASSETS OF THE FUND ACCOUNT
Income Stock Fund 0.18%*
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* GMO agrees that it will not seek to increase this fee rate during the three-
year period ending July 31, 2008 (the Three-Year Lock). This Three-Year Lock
does not limit the rights of the Fund's shareholders, the Fund's Board, or
IMCO as set forth in Section 6 of the Agreement ("Duration and Termination of
this Agreement").
