Exhibit d(xxiv)
AMENDMENT NO. 3
TO INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT NO. 3 made as of the 1st day of December 2005, to the
Amended and Restated Investment Subadvisory Agreement made as of the 18th day of
October, 2002, amended and restated as of the 1st day of May, 2003, and amended
as of the 1st day of December 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 Amended and
Restated Investment Subadvisory Agreement described above (Agreement) as
follows:
1. ADVISORY FEE. Section 3 of the Agreement is amended by adding the
following paragraph:
"Batterymarch agrees that if (i) it provides investment advisory
services substantially similar to the services provided to a Fund
Account to any other registered, open-end management investment company
(or series thereof) with a substantially similar investment mandate and
with assets under management equal to or less than the assets of the
Fund Account under management by Batterymarch (the Substantially
Similar Services) and (ii) Batterymarch charges a lower fee for
providing the Substantially Similar Services than it charges with
respect to the Fund Account, then Batterymarch shall reduce its fee
with respect to the Fund Account so that it is equal to or less than
the fee charged for providing the Substantially Similar Services on a
going forward basis starting immediately."
2. 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 attached hereto.
3. 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. 3 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/ Xxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Authorized Signatory
Attest: BATTERYMARCH FINANCIAL
MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
------------------------------ ----------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Assistant Secretary Title:President
SCHEDULE B
FEES
FUND ACCOUNT RATE PER ANNUM OF THE AVERAGE DAILY
NET ASSETS OF THE FUND ACCOUNT
USAA Capital Growth Fund* 0.25% on the first $250 million of
assets
0.21% on assets over $250 million
and up to $500 million
0.17% on assets over $500 million
USAA Small Cap Stock Fund 0.50%
* Batterymarch agrees that it will not seek to increase this fee rate during the
four-year period ending November 30, 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").
Exhibit d(xxv)
FORM OF AMENDMENT NO. 1
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").
Exhibit d(xxvi)
AMENDMENT NO. 2
TO INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT NO. 2 made as of the 1st day of March 2006 to the
Investment Subadvisory Agreement made as of the 1st day of July 2004, as amended
on the 1st day of August 2005, 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 XXXXXX, XXXXXX &
COMPANY, L.P., a Delaware Limited Partnership having its principal place of
business in Boston, Massachusetts (Xxxxxx Xxxxxx), with respect to services
provided to the First Start Growth and Growth Funds, each a series of USAA
Mutual Fund, Inc (the Company).
IMCO and Xxxxxx Xxxxxx agree to modify and amend the Investment
Subadvisory Agreement described above (Agreement) as follows:
1. NEW FUND. IMCO hereby appoints Xxxxxx Xxxxxx as an investment
subadviser of the USAA Growth & Income 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 Xxxxxx Xxxxxx 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 Xxxxxx Xxxxxx 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 Xxxxxx Xxxxxx have caused this
Amendment No. 2 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: XXXXXX, XXXXXX & COMPANY, L.P.
By: /s/ Xxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------- -------------------------------
Name: Xxx X. Xxxxx Name: Xxxxx X. Xxxxxxx
Title: Client Intake Administrator Title: Vice President
SCHEDULE A
FUND EFFECTIVE DATE
GROWTH FUND JULY 1, 2004
FIRST START GROWTH FUND AUGUST 1, 2005
GROWTH & INCOME FUND MARCH 1, 2006
SCHEDULE B
FEES
FUND ACCOUNT RATE PER ANNUM OF THE AVERAGE DAILY
NET ASSETS OF THE FUND ACCOUNT
Growth Fund* 0.20%
First Start Growth Fund* 0.20%
Growth & Income Fund* 0.20%
----------
* Xxxxxx agrees that it will not seek to increase this fee rate during the
five-year period ending February 28, 2011 (the Five-Year Lock). This Five-
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").
Exhibit d(xxvii)
AMENDMENT NO. 1
TO INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT NO. 1 made as of the 1st day of March 2006 to the
Investment Subadvisory Agreement made as of the 1st day of July 2004 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 BARROW, HANLEY, XXXXXXXXX & XXXXXXX, INC., a corporation
organized under the laws of the State of Nevada and having its principal place
of business in Dallas, Texas (BHMS), with respect to services provided to the
Value and Growth & Income Funds, each a series of USAA Mutual Fund, Inc (the
Company).
IMCO and BHMS agree to modify and amend the Investment Subadvisory
Agreement described above (Agreement) as follows:
1. NEW FUND. IMCO hereby appoints BHMS as an investment subadviser
of the USAA Growth & Income 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 BHMS 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 BHMS 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 BHMS 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/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Authorized Signatory
Attest: BARROW, HANLEY, XXXXXXXXX &
XXXXXXX, INC.
By: By: /s/ Xxxxx X. Xxxxxx
--------------------------------- -----------------------------
Name: Name: Xxxxx X. Xxxxxx
Title: Title: President
SCHEDULE A
FUND EFFECTIVE DATE
USAA VALUE FUND JULY 1, 2004
USAA GROWTH & INCOME FUND MARCH 1, 2006
SCHEDULE B
FEES
Fund Account Rate per annum of the average daily net assets
-------------- of the Fund Accounts plus the average daily
net assets managed by BHMS in the USAA
Balanced Strategy Fund
-----------------------------------------------
USAA Value Fund and
USAA Growth & Income Fund 0.75% on the first $15 million of assets
0.55% on assets over $15 million and up to $25
million
0.45% on assets over $25 million and up to
$100 million
0.35% on assets over $100 million and up to
$200 million
0.25% on assets over $200 million and up to $1
billion
0.15% on assets over $1 billion
Exhibit d(xxviii)
AMENDMENT NO. 4
TO INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT NO. 4 made as of the 1st day of March 2006, to the Amended
and Restated Investment Subadvisory Agreement made as of the 18th day of
October, 2002, amended and restated as of the 1st day of May, 2003, and amended
as of the 1st day of December 2003 and the 1st day of December 2005, 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 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 Batterymarch 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 Batterymarch have caused this Amendment
No. 4 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 B
FEES
FUND ACCOUNT Rate per annum of the average daily
net assets of the Fund Account plus
the average daily net assets managed
by Batterymarch in the USAA
Cornerstone Strategy Fund
------------------------------------
USAA Capital Growth Fund* 0.25% on the first $250 million of assets
0.21% on assets over $250 million and up
to $500 million
0.17% on assets over $500 million
FUND ACCOUNT Rate per annum of the average daily
net assets of the Fund Account
------------------------------------
USAA Small Cap Stock Fund 0.50%
-------------------------
* Batterymarch agrees that it will not seek to increase this fee rate during the
four-year period ending November 30, 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").
Revised March 1, 2006
