Exhibit d(xx)
FORM OF
AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT
AMENDMENT NO. 1 made as of the 1st day of March 2007, to the
Sub-advisory 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 Sub-advisory Agreement
described above (Agreement) as follows:
1. APPLICABLE FUNDS. IMCO hereby appoints Deutsche as an investment
subadviser of the USAA Total Return Strategy 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 Deutsche have caused this Amendment No. 1
to be executed as of the date first set forth above.
Attest: USAA INVESTMENT MANAGEMENT COMPANY
By: By:
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Name: Xxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
Title: Secretary Title: Vice President
By:
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Name: Xxxxx X. Xxxxxxxx
Title: Authorized Signatory
Attest: DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
By: By:
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Name: Name: Xxxxx Xxxxxx
Title: Title: Director
By:
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Name: Xxxxxxx Xxxxxx
Title: Managing Director
SCHEDULE A
Balanced Strategy Fund
Total Return Strategy Fund
SCHEDULE B
FEES
RATE PER ANNUM OF THE AVERAGE
DAILY NET ASSETS OF THE FUND
FUND ACCOUNT ACCOUNT
Balanced Strategy Fund 0.15%*
Total Return Strategy Fund 0.60%**
* Deutsche agrees that it will not seek to increase this fee rate 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 this fee rate 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").
