exh_l.htm

June 8, 2012

USAA Mutual Funds Trust

9800 Fredericksburg Road

San Antonio, TX 78288

Gentlemen:

In connection with your sale to us on June 8, 2012, of ten (10) shares each of capital stock representing interests in the Cornerstone Conservative Fund, Cornerstone Moderately Conservative Fund, Cornerstone Aggressive Fund, and Cornerstone Equity Fund, we understand that: (i) your sale of the Shares to us is made in reliance on such sale being exempt under Section 4(2) of the 1933 Act as not involving any public offering; and (ii) in part, your reliance on such exemption is predicated on our representation, which we hereby confirm, that we are acquiring the Shares for investment for our own account as the sole beneficial owner thereof, and not with a view to or in connection with any resale or distribution of the shares or of any interest therein. We hereby agree that we will not sell, assign, or transfer the Shares or any interest therein, except upon repurchase or redemption by the Trust, unless and until the Shares have been registered under the 1933 Act or you have received an opinion of your counsel indicating to your satisfaction that said sale, assignment, or transfer will not violate the provisions of the 1933 Act or any rules or regulations promulgated thereunder.

Very truly yours,

USAA ASSET MANAGEMENT COMPANY

By: /S/ DANIEL S. MCNAMARA

Daniel S. McNamara

President

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