EXHIBIT d (ii)
FORM OF AMENDMENT NO. 2
AMENDED AND RESTATED
INVESTMENT SUBADVISORY AGREEMENT
AMENDMENT NO. 2 made as of the 1st day of January 2006 to the Amended and
Restated Investment Subadvisory Agreement made as of the 1st day of November
2002, and amended and restated as of the 1st day of June 2003, and amended the
1st day of August 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 MASSACHUSETTS
FINANCIAL SERVICES COMPANY, a corporation organized under the laws of the State
of Delaware and having its principal place of business in Boston, Massachusetts
(MFS), with respect to services provided to series of USAA Life Investment
Trust.
IMCO and MFS 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
MFS 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 MFS have caused this Amendment No.2 to be
executed as of the date first set forth above.
Attest: USAA INVESTMENT MANAGEMENT COMPANY
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary Title: President
USAA INVESTMENT MANAGEMENT COMPANY
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
Attest: MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Counsel Title: President and Chief Executive
Officer
SCHEDULE B
FEES
Rate per annum of
the aggregate
average daily net
assets of the Fund
Accounts plus the
average daily net
assets managed by
MFS in the USAA
Cornerstone
Strategy Fund
(International
Stocks), the USAA
International Fund,
and the
FUND ACCOUNTS USAA World Growth Fund
----------------------------
USAA Life World Growth Fund 0.29%*
--------------------------
* MFS 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(iv)
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 1st day of November
2002, and amended and restated as of the 1st day of June 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 ▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, LLC, a limited liability company
organized under the laws of the State of Delaware and having its principal place
of business in Denver, Colorado (Marsico), with respect to services provided to
series of USAA Life Investment Trust.
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary Title: President
USAA INVESTMENT MANAGEMENT COMPANY
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
Attest: ▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, LLC
By: /S/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ By: /S/▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: General Counsel Title: President
SCHEDULE B
FEES
Rate per annum of the average
FUND ACCOUNT daily net assets of the Fund
Account
---------------------------------
USAA Life Aggressive 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").
