For Period ended 05/31/2012 Series 13,14,15,16,17,18,19,20,21,46
File Number 811-7852
Sub-Item 77Q1(e): Exhibits
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TRANSFER AND ASSUMPTION AGREEMENT
THIS TRANSFER AND ASSUMPTION AGREEMENT (Agreement), dated as of
December 31, 2011 (Effective Date), is entered into by and between USAA
Investment Management Company (IMCO), a Delaware corporation, USAA Asset
Management Company (AMCO), a Delaware corporation, and USAA Mutual Funds
Trust (Trust), a Delaware statutory trust.
RECITALS
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WHEREAS, IMCO provides investment management and administration and
other services to the Trust, which is an investment company that is
registered with the Securities and Exchange Commission (SEC) under the
Investment Company Act of 1940, as amended, pursuant to the terms of, and
in exchange for the fees and other consideration specified in, the
Investment Advisory Agreements (Advisory Agreements) and Administration
and Servicing Agreements (Administration Agreements) between IMCO and the
Trust with respect to its series (Funds) as set forth on Schedule 1
hereto; and
WHEREAS, IMCO has entered into Investment Subadvisory Agreements
(Subadvisory Agreements) as set forth on Schedule 1 hereto with certain
investment sub-advisers (Subadvisers) pursuant to the terms of which the
Subadvisers provide investment sub advisory services with respect to
certain Funds in exchange for the fees payable to the Subadvisers by IMCO
and other consideration under the Subadvisory Agreements; and
WHEREAS, IMCO is an indirect, wholly-owned subsidiary of the United
Services Automobile Association (USAA); and
WHEREAS, USAA has formed AMCO, which is an indirect, wholly-owned
subsidiary of USAA, to provide the investment advisory and fund
administration services to the Trust that are currently provided to the
Trust by IMCO; and
WHEREAS, IMCO's directors and officers who provide services to the
Trust also will serve as directors and officers of AMCO and in such other
capacities as may be necessary or appropriate from time to time for AMCO
to provide investment advisory and administrative and other services; and
WHEREAS, IMCO desires to transfer all of its right, title and
interest in and to the Advisory Agreements, Administration Agreements and
Subadvisory Agreements (collectively, as identified in Schedule 1, the
Fund-Related Agreements) to AMCO, and AMCO desires to accept such
transfer and to assume all of IMCO's obligations under the Fund-Related
Agreements; and
WHEREAS, the Trust desires to receive from AMCO the same services
under the Fund Related Agreements that it currently receives from IMCO.
AGREEMENT
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NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. TRANSFER AND ASSUMPTION. As of the Effective Date,
(a) IMCO hereby assigns, transfers, conveys and sets over all of its
rights, title, interest, claims and entitlements in, to and under the
Fund-Related Agreements to AMCO, (b) AMCO hereby (i) accepts such
assignment, transfer, conveyance and set-over and (ii) assumes all of the
covenants, liabilities, duties and obligations of IMCO arising out of,
under and in connection with the Fund Related Agreements, and (c) the
Trust hereby consents to such assignment, transfer, conveyance and
set-over and to such assumption of all of the covenants, liabilities,
duties and obligations arising out of, under and in connection with the
Fund Related Agreements. Except as otherwise provided herein, this
Agreement shall not be construed to modify, terminate or merge any rights
any party to any Fund Related Agreement has pursuant to the terms
thereof, and the parties to this Agreement each confirm that the transfer
and assumption contemplated by this Agreement shall be effected through
the execution of this Agreement and the execution of new Advisory
Agreements, Management Agreements, Administration Agreements and
Subadvisory Agreements (collectively, the New Agreements) to
replace IMCO with AMCO as the counterparty to the Fund Related
Agreements, effective as of the Effective Date. The parties hereto agree
that the terms and conditions of each New Agreement with respect to the
Trust and its Funds, including the services provided thereunder and the
fees payable for the provision of such services, will be the same as
those of the corresponding Fund Related Agreement listed on Schedule 1,
other than those changes that are necessary to convert the agreement into
a contract with AMCO; provided, however, that nothing in this Agreement
shall be construed as prohibiting the parties from amending any New
Agreement at any time after the Effective Date, subject
to any required approvals under applicable law and the terms of the
applicable New Agreement.
2. AGREEMENT NOT AN "ASSIGNMENT." It is the intention of the
parties that the transfer of rights and assumption of obligations between
IMCO and AMCO pursuant to Section 1 of this Agreement shall not
constitute an "assignment" of any Advisory Agreement or Subadvisory
Agreement under the Investment Company Act of 1940, as amended, or the
Investment Advisers Act of 1940, as amended, and the regulations
promulgated under each such Act, and this Agreement and the transfer of
rights and assumption of obligations between IMCO and AMCO pursuant to
Section 1 of this Agreement shall be construed to the maximum extent
possible to give effect to such intention.
3. FURTHER ASSURANCES. Each of the parties agrees to execute and
deliver such further documents, and to do such further things, as any
other party may reasonably request in order to fully effectuate the terms
of and the transactions contemplated by this Agreement.
4. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Texas without
regard to its conflict or choice of laws provisions.
5. Binding Effect. This Agreement will be binding on the successors
and permitted assigns of each party, and will inure to the benefit of
such persons.
6. SEVERABILITY. If a provision of this Agreement is determined to
be unenforceable in any respect, the enforceability of the provision in
any other respect and of the remaining provisions of this Agreement will
not be impaired.
7. ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties regarding the subject matter of this
Agreement and supersedes all prior and contemporaneous negotiations and
agreements, whether written or oral, between the parties with respect to
the subject matter of this Agreement.
8. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which when taken together shall constitute but one
and the same instrument, and either of the parties hereto may execute
this Agreement by signing any such counterpart.
IN WITNESS WHEREOF, the parties hereto, intending to be legally
bound, have executed this Agreement as of the date first written above.
USAA INVESTMENT MANAGEMENT COMPANY
By: /s/ XXXXXX XXXXXXXX
Name: Xxxxxx XxXxxxxx
Title: President
USAA ASSET MANAGEMENT COMPANY
By: /s/ X. XXXXXXX XXXXXX
Name: X. Xxxxxxx Xxxxxx
Title: Sr. Vice President
USAA MUTUAL FUNDS TRUST
By: /s/ XXXXXXXXXXX X. XXXXX
Name: Xxxxxxxxxxx X. Xxxxx
Title: President
SCHEDULE I
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TO TRANSFER AND ASSUMPTION AGREEMENT
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MANAGEMENT AGREEMENTS
- Management Agreement, between the Trust and IMCO, on behalf of the S&P
500 Fund, (dated August 1, 2006, as amended)
- Management Agreement, between the Trust and IMCO, on behalf of the
Extended Market Index Fund, (dated August 1, 2006)
- Amended and Restated Master-Feeder Participation Agreement, between
Trust, IMCO, Blackrock Advisors, LLC and Blackrock Distributors, Inc., on
behalf of the Extended Market Index Fund, (dated October 2, 2006).
ADMINISTRATION AREEMENTS
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- Administration and Servicing Agreement, between the Trust and IMCO
(dated August 1, 2006, as amended)
- Amended and Restated Subadministration Agreement, between Blackrock
Advisors, LLC and IMCO, (dated October 2, 2006)
ADVISORY AGREEMENTS
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- Investment Advisory Agreement with IMCO and the Trust, (dated August
1, 2006, as amended)
- Advisory Agreement, between IMCO and the Trust (f/k/a USAA State Tax-
Free Trust), on behalf of the Florida Tax-Free Income Fund and the
Florida Tax-Free Money Market Fund, (dated August 1, 2001)
- Advisory Agreement with IMCO and the Trust, on behalf of the NASDAQ-
100 Fund, (dated August 1, 2006, as amended)
SUBADVISORY AGREEMENTS
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- Xxxxxx, Xxxxxx, Xxxxxxxxx & Xxxxxxx, Inc., (dated August 1, 2006)
- Batterymarch Financial Management, Inc., (dated August 1, 2006, as amended)
- The Boston Company Asset Management, LLC, (dated August 1, 2006, as amended)
- Epoch Investment Partners, Inc., (dated January 11, 2010)
- Grantham, Mayo, Xxx Xxxxxxxx & Co., (dated August 1, 2006)
- Xxxxxx, Xxxxxx & Company, L.P., (dated August 1, 2006)
- MFS Investment Management, (dated August 1, 2006)
- Northern Trust Investments, N.A., (dated August 1, 2006)
- QS Investors, LLC, (dated August 1, 2010)
- Quantitative Management Associates LLC, (dated July 9, 2007, as amended)
- The Renaissance Group, LLC, (dated December 3, 2007)
- UBS Global Asset Management, (dated July 9, 2007, as amended)
- Wellington Management Company, LLP, (dated August 1, 2006, as amended)
- Xxxxxxx Capital Management, Inc., (dated July 21, 2010)
