Exhibit d(xxv)
USAA Investment Management Company
0000 Xxxxxxxxxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
Gentlemen:
Pursuant to Section 1(b) of the Advisory Agreement dated as of August 1,
2006, between USAA Mutual Funds Trust (the Trust) and USAA Investment Management
Company (the Manager), please be advised that the Trust has established one new
series of its shares, namely, the Global Opportunities Fund (the Fund), and
please be further advised that the Trust desires to retain the Manager to render
investment advisory services under the Advisory Agreement to the Funds at the
fee stated below:
ADVISORY FEE SCHEDULE
0.60%
In addition, revised Schedule A to the Advisory Agreement reflecting the
addition of the Fund to the Advisory Agreement is attached hereto as Exhibit A
is hereby approved.
Please state below whether you are willing to render such services at the
fee stated above.
USAA MUTUAL FUNDS TRUST
Attest: ----------------------- By: ---------------------------
Xxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxx
Secretary President
Dated:
We, as the sole shareholder of the above named Fund, do hereby approve the
Advisory Agreement and are willing to render investment advisory services to the
Global Opportunities Fund at the fee stated above. In addition, we approve
Exhibit A hereto as revised Schedule A to the Advisory Agreement.
USAA INVESTMENT MANAGEMENT
COMPANY
Attest: ------------------------ By: ----------------------------
Xxxxxxxxxxx X. Laia Xxxxxxxx X. Xxxxxxx
Assistant Secretary Senior Vice President
Dated:
EXHIBIT A
SCHEDULE A TO ADVISORY AGREEMENT
LISTING OF FUNDS
NAME OF FUND
Aggressive Growth Fund
Balanced Strategy Fund
Capital Growth Fund
California Bond Fund
California Money Market Fund
Cornerstone Strategy Fund
Emerging Markets Fund
First Start Growth Fund
Global Opportunities Fund
GNMA Trust
Growth & Income Fund
Growth and Tax Strategy Fund
Growth Fund
High-Yield Opportunities Fund
Income Stock Fund
Income Fund
Intermediate-Term Bond Fund
Intermediate-Term Fund
International Fund
Long-Term Fund
Money Market Fund
New York Bond Fund
New York Money Market Fund
Precious Metals and Minerals Fund
Science & Technology Fund
Short-Term Bond Fund
Short-Term Fund
Small Cap Stock Fund
Target Retirement Income Fund
Target Retirement 2020 Fund
Target Retirement 2030 Fund
Target Retirement 2040 Fund
Target Retirement 2050 Fund
Tax Exempt Money Market Fund
Treasury Money Market Trust
Total Return Strategy Fund
Value Fund
Xxxxxxxx Xxxx Fund
Virginia Money Market Fund
World Growth Fund
Exhibit d(xxvi)
FORM OF
AMENDMENT NO. 2
TO SUB-ADVISORY AGREEMENT
AMENDMENT NO. 2 made as of the 31st day of July 2008, to the Investment
Subadvisory Agreement made as of the 2nd day of October 2006, as amended,
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 DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., a
registered investment adviser organized under the laws of the state of Delaware
(Deutsche), with respect to services provided to series of USAA Mutual Funds
Trust (the Trust).
IMCO and Deutsche agree to modify and amend the Investment Subadvisory
Agreement described above (Agreement) as follows:
1. APPLICABLE FUND. IMCO hereby appoints Deutsche as an investment
subadviser of the USAA Global Opportunities 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
Trust for which Deutsche is appointed as an investment subadviser, is hereby
replaced in its entirety by Schedule A attached hereto.
3. SCHEDULE B. Schedule B to the Agreement, setting forth the fees payable
to Deutsche with respect to each 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 Credit Suisse have caused this Amendment No. 2
to be executed as of the date first set forth above.
Attest: USAA INVESTMENT MANAGEMENT
COMPANY
By: By:
--------------------------------- -----------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxx
Title: Secretary Title: President
By:
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Authorized Signatory
Attest: DEUTSCHE INVESTMENT MANAGEMENT
AMERICAS INC.
By: By:
------------------------------------ ----------------------------
Name: Name: Xxxxx Xxxxxx
Title: Title: Director
By:
-----------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
SCHEDULE A
FUND EFFECTIVE DATE
BALANCED STRATEGY FUND OCTOBER 2, 2006
TOTAL RETURN STRATEGY FUND OCTOBER 2, 2006
GLOBAL OPPORTUNITIES FUND JULY 31, 2008
SCHEDULE B
FEES
Rate per annum of the average
daily net assets
of the Fund Accounts
FUND ACCOUNT
Balanced Strategy Fund 0.15%*
Total Return Strategy Fund 0.60%**
Global Opportunities Fund 0.15%***
* Deutsche agrees that it will not seek to increase these fee rates during the
period ending October 1, 2010 (the Lock). This 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").
** Deutsche agrees that it will not seek to increase these fee rates during the
period ending February 28, 2011 (the Lock). This 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").
*** Deutsche agrees that it will not seek to increase these fee rates during the
period ending July 31, 2011 (the Lock). This 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").
Exhibit d (xxvii)
FORM OF
AMENDMENT NO. 1
TO INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT NO. 1 made as of the 31st day of July 2008, to the Investment
Subadvisory Agreement made as of the 9th day of July 2007, as amended, 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 QUANTITATIVE MANAGEMENT ASSOCIATES LLC, a limited liability
company organized under the laws of the state of New Jersey and having its
principal place of business in Newark, New Jersey (QMA), with respect to
services provided to series of USAA Mutual Funds Trust (the Trust).
IMCO and QMA agree to modify and amend the Investment Subadvisory Agreement
described above (Agreement) as follows:
1. APPLICABLE FUND. IMCO hereby appoints QMA as an investment subadviser of
the USAA Global Opportunities 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
Trust for which QMA is appointed as an investment subadviser, is hereby replaced
in its entirety by Schedule A attached hereto.
3. SCHEDULE B. Schedule B to the Agreement, setting forth the fees payable
to QMA with respect to each 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 QMA have caused this Amendment No. 1 to be
executed as of the date first set forth above.
Attest: USAA INVESTMENT MANAGEMENT
COMPANY
By: By:
--------------------------------- -----------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxx
Title: Secretary Title: President
By:
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Authorized Signatory
Attest: QUANTITATIVE MANAGEMENT
ASSOCIATES LLC
By: By:
------------------------------ ---------------------
Name: Xxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx
Title: Assistant Secretary Title: Chief Executive Officer
SCHEDULE A
FUND EFFECTIVE DATE
CORNERSTONE STRATEGY FUND JULY 9, 2007
GLOBAL OPPORTUNITIES FUND JULY 31, 2008
SCHEDULE B
FEES
FUND ACCOUNT Rate per annum of the average
daily net assets
of the Fund Accounts
Cornerstone Strategy Fund* 0.25%
Global Opportunities Fund** 0.25%
* QMA agrees that it will not seek to increase this fee rate during the period
ending July 8, 2011 (the Lock). This 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").
** QMA agrees that it will not seek to increase this fee rate during the period
ending July 30, 2012 (the Lock). This 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").
Exhibit d(xxviii)
FORM OF
AMENDMENT NO. 1
TO INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT NO. 1 made as of the 31st day of July 2008, to the Investment
Subadvisory Agreement made as of the 1st day of October 2007, as amended,
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 CREDIT SUISSE SECURITIES (USA) LLC, a limited
liability company organized under the laws of the state of Delaware and having
its principal place of business in New York, New York (Credit Suisse), with
respect to services provided to series of USAA Mutual Funds Trust (the Trust).
IMCO and Credit Suisse agree to modify and amend the Investment Subadvisory
Agreement described above (Agreement) as follows:
1. APPLICABLE FUND. IMCO hereby appoints Credit Suisse as an investment
subadviser of the USAA Global Opportunities 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
Trust for which Credit Suisse is appointed as an investment subadviser, is
hereby replaced in its entirety by Schedule A attached hereto.
3. SCHEDULE B. Schedule B to the Agreement, setting forth the fees payable
to Credit Suisse with respect to each 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 Credit Suisse have caused this Amendment No. 1
to be executed as of the date first set forth above.
Attest: USAA INVESTMENT MANAGEMENT
COMPANY
By: By:
--------------------------------- ----------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxx
Title: Secretary Title: President
By:
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Authorized Signatory
Attest: CREDIT SUISSE SECURITIES (USA) LLC
By: By:
--------------------------- ----------------------------
Name: Xxxxx Xxxx Name: Xxxxxxxxx Xxxx
Title: Director Title: Managing Director
SCHEDULE A
FUND EFFECTIVE DATE
FIRST START GROWTH FUND OCTOBER 1, 2007
TOTAL RETURN STRATEGY FUND OCTOBER 1, 2007
BALANCED STRATEGY FUND OCTOBER 1, 2007
CORNERSTONE STRATEGY FUND OCTOBER 1, 2007
GLOBAL OPPORTUNITIES FUND JULY 31, 2008
SCHEDULE B
FEES
TOTAL NOTIONAL AMOUNT FOR ALL FUND ACCOUNTS ANNUAL SUBADVISORY FEE*
First $0.00 - $50,000,000.00 0.23%
Next $50,000,000.01 - $250,000,000.00 0.20%
Next $250,000,000.01 - $500,000,000.00 0.12%
Next $500,000,000.01 - $2,000,000,000.00 0.10%
Over $2,000,000,000.00 0.08%
* Credit Suisse agrees that it will not seek to increase these fee rates during
the period ending October 1, 2010 for all funds other than the Global
Opportunities Fund and July 31, 2011 for the Global Opportunities Fund (the
Lock). This Lock does not limit the rights of the Funds' shareholders, the
Funds' Board, or IMCO as set forth in Section 6 of the Agreement ("Duration and
Termination of this Agreement").
Exhibit d(xxix)
FORM OF
AMENDMENT NO. 1
TO INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT NO. 1 made as of the 31st day of July 2008, to the Investment
Subadvisory Agreement made as of the 1st day of August 2006, as amended, 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 THE BOSTON COMPANY ASSET MANAGEMENT, LLC, a limited liability
company organized under the laws of the Commonwealth of Massachusetts and having
its principal place of business in Boston, Massachusetts (Boston Company), with
respect to services provided to series of USAA Mutual Funds Trust (the Trust).
IMCO and Boston Company agree to modify and amend the Investment
Subadvisory Agreement described above (Agreement) as follows:
1. APPLICABLE FUND. IMCO hereby appoints Boston Company as an investment
subadviser of the USAA Global Opportunities 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
Trust for which Boston Company is appointed as an investment subadviser, is
hereby replaced in its entirety by Schedule A attached hereto.
3. SCHEDULE B. Schedule B to the Agreement, setting forth the fees payable
to Boston Company with respect to each 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 Boston Company have caused this Amendment No.
1 to be executed as of the date first set forth above.
Attest: USAA INVESTMENT MANAGEMENT
COMPANY
By: By:
--------------------------------- ----------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxx
Title: Secretary Title: President
By:
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Authorized Signatory
Attest: THE BOSTON COMPANY ASSET
MANAGEMENT, LLC
By: By:
------------------------------------ -----------------------------
Name: Name: Xxxxx X. Xxxxxxx
Title: Title: Chief Executive Officer
SCHEDULE A
FUND EFFECTIVE DATE
EMERGING MARKETS FUND AUGUST 1, 2006
GLOBAL OPPORTUNITIES FUND JULY 31, 2008
SCHEDULE B
FEES
FUND ACCOUNT Rate per annum of the average
daily net assets
of the Fund Accounts
Emerging Markets Fund 0.69%
Global Opportunities Fund 0.69%
Exhibit d(xxx)
FORM OF
AMENDMENT NO. 1
TO INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT NO. 1 made as of the 31st day of July 2008, to the Investment
Subadvisory Agreement made as of the 2nd day of October 2006, as amended,
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 CREDIT SUISSE ASSET MANAGEMENT, LLC, a limited
liability company organized under the laws of the state of Delaware and having
its principal place of business in New York, New York (Credit Suisse), with
respect to services provided to series of USAA Mutual Funds Trust (the Trust).
IMCO and Credit Suisse agree to modify and amend the Investment Subadvisory
Agreement described above (Agreement) as follows:
1. APPLICABLE FUND. IMCO hereby appoints Credit Suisse as an investment
subadviser of the USAA Global Opportunities 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
Trust for which Credit Suisse is appointed as an investment subadviser, is
hereby replaced in its entirety by Schedule A attached hereto.
3. SCHEDULE B. Schedule B to the Agreement, setting forth the fees payable
to Credit Suisse with respect to each 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 Credit Suisse have caused this Amendment No. 1
to be executed as of the date first set forth above.
Attest: USAA INVESTMENT MANAGEMENT
COMPANY
By: By:
--------------------------------- ----------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxx
Title: Secretary Title: President
By:
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Authorized Signatory
Attest: CREDIT SUISSE ASSET MANAGEMENT, LLC
By: By:
--------------------------------- -------------------------------
Name: Xxxxxx Xxxxxxx Name: X. Xxxxxxxxx
Title: Managing Director Title: Managing Director
SCHEDULE A
FUND EFFECTIVE DATE
FIRST START GROWTH FUND OCTOBER 2, 2006
CORNERSTONE STRATEGY FUND OCTOBER 2, 2006
GLOBAL OPPORTUNITIES FUND JULY 31, 2008
SCHEDULE B
FEES
Rate per annum of the average
daily net assets
FUND ACCOUNT of the Fund Accounts
Cornerstone Strategy Fund 0.15%*
First Start Growth Fund 0.15%*
Global Opportunities Fund 0.15%**
* Credit Suisse agrees that it will not seek to increase these fee rates during
the period ending October 1, 2010 (the Lock). This 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").
** Credit Suisse agrees that it will not seek to increase these fee rates during
the period ending July 31, 2011 (the Lock). This 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").
