AMENDMENT NO. 1 TO INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT NO. 1
AMENDMENT NO. 1 made as of the 1st day of May 2011, to the Investment Subadvisory Agreement made as of the January 11, 2010, 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 Epoch Investment Partners, Inc., a corporation organized under the laws of the state of Delaware and having its principal place of business in New York (Epoch) with respect to services provided to series of USAA Mutual Funds Trust (the Trust).
IMCO and Epoch 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 Epoch 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 Epoch have caused this Amendment No. 1 to be executed as of the date first set forth above.
Attest:
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USAA INVESTMENT MANAGEMENT
COMPANY
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By: /S/ XXXXXXXXXXX X. LAIA
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By: /S/ XXXXXX X. XXXXXXXX
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Name: Xxxxxxxxxxx X. Laia
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Name: Xxxxxx X. XxXxxxxx
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Title: Secretary
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Title: President
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By: /S/ XXXXX CYKAWSKI
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Name: Xxxxx Cykawski
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Title: Authorized Signatory
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Attest: /S/ XXXXX X. XXXXXXX
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EPOCH INVESMENT PARTNERS, INC.
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By: Xxxxx X. Xxxxxxx
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By: /S/ XXXXXXX X. XXXXXXX
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Name: Managing Attorney
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Name: Xxxxxxx X. Xxxxxxxx
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Title: President & COO
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SCHEDULE B
FEES
FUND ACCOUNT
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RATE PER ANNUM OF THE AVERAGE DAILY NET ASSETS OF THE FUND ACCOUNTS
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USAA Income Stock Fund
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0.30% on the first $600 million
0.20% on the next $900 million; and
0.18% on assets over $1.5 billion.
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* Epoch agrees that it will not seek to increase this fee rate during the period ending January 10, 2013 (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").