AMENDED AND RESTATED
                   MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3
                             USAA MUTUAL FUNDS TRUST
                               S&P 500 INDEX FUND

         USAA  Mutual  Funds Trust  ("Trust")  hereby  adopts  this  Amended and
Restated  Multiple  Class  Plan  ("Plan")  pursuant  to  Rule  18f-3  under  the
Investment  Company Act of 1940, as amended  ("1940 Act"),  on behalf of its S&P
500 Index Fund, a series of the Trust ("Fund").

A.       GENERAL DESCRIPTION OF CLASSES THAT ARE OFFERED

1.  MEMBER  SHARES.  Member  shares  of the Fund are  offered  and sold  without
imposition of an initial sales charge or a contingent  deferred sales charge and
are not subject to any distribution fee.

         Member  shares of the Fund are  available  to all USAA  members  and to
certain other  investors,  as described in the Trust's  Registration  Statement.
Member shares are also available by exchange, as described below.

         Member shares  require a minimum  initial  investment of $3,000 ($2,000
for Individual Retirement Accounts).

2. REWARD  SHARES.  Reward shares are offered and sold without  imposition of an
initial sales charge or a contingent  deferred  sales charge and are not subject
to any distribution fee.

         Reward  shares of the Fund are offered only to  investors  who meet the
eligibility  requirements  specified  below or invest in the Fund through a USAA
discretionary  management  account such as USAA Strategic Fund Adviser  program,
USAA Global Opportunities Portfolio,  USAA Private Investment Management, or the
USAA Federal Savings Bank Trust  Department.  Reward shares of the Fund also are
offered to the USAA Target Retirement Funds. Reward shares also are available by
exchange, as described below.

         Except for  shareholders  who invest in the Fund  through  one of these
discretionary  management  account  programs and for the USAA Target  Retirement
Funds,  Reward  shares  require a minimum  investment  of  $100,000  for initial
purchases  or to be eligible  to convert  Member  shares  into Reward  shares as
provided in Section E.1. below and are not available to:

     (a)  SIMPLE IRAs,  SEP IRAs,  KEOGHs,  and custodial  accounts  established
          under Section 403(b) of the Internal Revenue Code of 1986, as amended;

     (b)  Accounts held by corporations (excluding USAA companies) or in pension
          plans or profit sharing plans;

     (c)  Accounts  maintained  by  financial  intermediaries   (excluding  USAA
          companies), except in limited circumstances; and

     (d)  Other accounts receiving special services from IMCO.


         A Fund  shareholder's  account that held Reward  shares as of April 30,
2006 and does not satisfy the above  criteria  may  continue to hold such shares
and is  eligible  to  purchase  additional  Reward  shares,  provided  that  the
shareholder  continues to satisfy the eligibility  criteria that were previously
in effect and on which the purchases of such shares were based.

B.       EXPENSE ALLOCATIONS OF EACH CLASS

         Certain expenses may be attributable to a particular class of shares of
the Fund ("Class  Expenses").  Class  Expenses  are charged  directly to the net
assets of the  particular  class and, thus, are borne on a PRO RATA basis by the
outstanding  shares of that class.  For example,  each class may pay a different
proportion of the following other expenses:

     1.   legal,   printing  and  postage  expenses  related  to  preparing  and
          distributing materials such as shareholder reports,  prospectuses, and
          proxies to current shareholders of a specific class;

     2.   Blue Sky fees incurred by a specific class of shares;

     3.   transfer  agency  expenses  relating  to a  specific  class of shares;

     4.   expenses of administrative  personnel and services required to support
          the shareholders of a specific class of shares;

     5.   litigation  expenses  or other legal  expenses  relating to a specific
          class of shares;

     6.   shareholder  servicing expenses  identified as being attributable to a
          specific class; and

     7.   such other expenses actually incurred in a different amount by a class
          or related to a class's  receipt of services of a different kind or to
          a different degree than another class.

C.       VOTING RIGHTS

         Each class of shares shall have  exclusive  voting rights on any matter
submitted to shareholders that relates solely to that class of shares.

D.       EXCHANGE PRIVILEGES

         Member shares of the Fund may be exchanged  for or acquired  through an
exchange of shares of any other fund in the USAA family of mutual funds.

         Reward shares of the Fund may be exchanged  for or acquired  through an
exchange of shares of any other fund in the USAA family of mutual funds.

         Exchanges of Member shares into Reward  shares,  and Reward shares into
Member shares, is prohibited except as otherwise provided in the Plan.

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         These exchange  privileges may be modified or terminated by the Fund to
the extent  permitted by SEC rules or policies,  and  exchanges may be made only
into  funds  that are  legally  available  for sale in the  investor's  state of
residence.

E.       CONVERSION

         1.    VOLUNTARY CONVERSION.

               (a)  A Fund  shareholder's  account will be converted from Member
                    shares  into  Reward  shares  if the  shareholder's  account
                    balance in the Fund is at least $100,000.

               (b)  A Fund shareholder's  account that holds Fund shares through
                    a USAA discretionary management account program such as USAA
                    Strategic Fund Adviser  program,  USAA Global  Opportunities
                    Portfolio,  USAA Private Investment Management,  or the USAA
                    Federal  Savings Bank Trust  Account will be converted  from
                    Member shares into Reward shares.

         2.    MANDATORY  CONVERSION.  If a  shareholder  no  longer  meets  the
               requirements  for  Reward  shares,  the Fund may  reclassify  the
               shareholder's  Reward shares into Member  shares.  A decline in a
               shareholder's account balance due to exchanges or redemptions may
               result in a  mandatory  conversion  of Reward  shares into Member
               shares.  Market  movement  alone,  however,  will not result in a
               conversion.   The  Fund  will  notify   shareholders  before  any
               mandatory conversion into Member shares can occur.

F.       ADDITIONAL INFORMATION

         This Plan is  qualified by and subject to the terms of the then current
Prospectus for the applicable classes; provided, however, that none of the terms
set forth in any such  Prospectus  shall be  inconsistent  with the terms of the
classes  contained in this Plan. The Prospectus for the Fund contain  additional
information about the classes and the Fund's multiple class structure.

G.       AMENDMENTS

         All material  amendments  to the Plan must be approved by a majority of
the Trust's Board of Trustees,  including a majority of the Trustees who are not
interested persons of the Trust.

H.       DATE OF EFFECTIVENESS

         This Plan, as amended and  restated,  takes effect May 1, 2009, or such
other date  designated  by Fund  management,  provided  that this Plan shall not
become  effective  with  respect to the Fund  unless  such action has first been
approved by the vote of a majority of the Trust's  Board of Trustees and by vote
of a majority of those trustees who are not interested  persons of the Trust (as
defined in Section 2(a)(19) of the 1940 Act).

DATED:   May 1, 2006
AMENDED: November 13, 2007, February 27, 2008, and April 16, 2009

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