EXHIBIT 8(d)
January 11, 2000
USAA Mutual Fund, Inc.,
USAA Investment Trust,
USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust, on behalf of and for
the benefit of the series of funds comprising each such Borrower as set forth
on Schedule A hereto 0000 Xxxxxxxxxxxxxx Xxxx Xxx Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X.X. Xxxx, President
Gentlemen:
This Facility Agreement Letter (this "Agreement") sets forth the terms and
conditions for loans (each a "Loan" and collectively the "Loans") which USAA
Capital Corporation ("CAPCO") may from time to time make during the period
commencing January 11, 2000 and ending January 10, 2001 (the "Facility Period")
to USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc.,
and USAA State Tax-Free Trust, and each investment company which may become a
party hereto pursuant to the terms of this Agreement (each a "Borrower" and
collectively the "Borrowers"), each of which is executing this Agreement on
behalf of and for the benefit of the series of funds comprising each such
Borrower as set forth on Schedule A hereto (as hereafter modified or amended in
accordance with the terms hereof) (each a "Fund" and collectively the "Funds"),
under a master revolving credit facility (the "Facility"). USAA Investment
Management Company is the Manager and Investment Advisor of each Fund. This
Agreement replaces in its entirety that certain Facility Agreement Letter dated
January 12, 1999, between the Borrowers and CAPCO. CAPCO and the Borrowers
hereby agree as follows:
1. AMOUNT. The aggregate principal amount of the Loans which may be
advanced under this Facility shall not exceed, at any one time outstanding,
Five Hundred Million Dollars ($500,000,000). The aggregate principal amount of
the Loans which may be borrowed by a Borrower for the benefit of a particular
Fund under this Facility shall not exceed the borrowing limit (the "Borrowing
Limit") on borrowings applicable to such Fund, as set forth on Schedule A
hereto.
2. PURPOSE AND LIMITATIONS ON BORROWINGS. Each Borrower will use the
proceeds of each Loan made to it solely for temporary or emergency purposes of
the Fund for whose benefit it is borrowing in accordance with such Fund's
Borrowing Limit (Schedule A) and
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prospectus in effect at the time of such Loan. Portfolio securities may not be
purchased by a Fund while there is a Loan outstanding under the Facility or any
other facility, if the aggregate amount of such Loan and any other such loan
exceeds 5% of the total assets of such Fund.
3. BORROWING RATE AND MATURITY OF LOANS. CAPCO may make Loans to a
Borrower and the principal amount of the Loans outstanding from time to time
shall bear interest at a rate per annum equal to the rate at which CAPCO
obtains funding in the capital markets. Interest on the Loans shall be
calculated on the basis of a year of 360 days and the actual days elapsed but
shall not exceed the highest lawful rate. Each loan will be for an established
number of days agreed upon by the applicable Borrower and CAPCO.
Notwithstanding the above, all Loans to a Borrower shall be made available at a
rate per annum equal to the rate at which CAPCO would make loans to affiliates
and subsidiaries. Further, if the CAPCO rate exceeds the rate at which a
Borrower could obtain funds pursuant to the NationsBank, N.A. ("NationsBank")
364-day committed $100,000,000 Master Revolving Credit Facility, the Borrower
will in the absence of predominating circumstances, borrow from NationsBank.
Any past due principal and/or accrued interest shall bear interest at a rate
per annum equal to the aggregate of the Federal Funds Rate plus 1 percent (100
basis points) and shall be payable on demand.
4. ADVANCES, PAYMENTS, PREPAYMENTS AND READVANCES. Upon each
Borrower's request, and subject to the terms and conditions contained herein,
CAPCO may make Loans to each Borrower on behalf of and for the benefit of its
respective Fund(s) during the Facility Period, and each Borrower may at CAPCO's
sole and absolute discretion, borrow, repay and reborrow funds hereunder. The
Loans shall be evidenced by a duly executed and delivered Master Grid
Promissory Note in the form of EXHIBIT A. Each Loan shall be in an aggregate
amount not less than Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (U.S. $100,000)
and increments of One Thousand United States Dollars (U.S. $1,000) in excess
thereof. Payment of principal and interest due with respect to each Loan shall
be payable at the maturity of such Loan and shall be made in funds immediately
available to CAPCO prior to 2 p.m. San Antonio time on the day such payment is
due, or as CAPCO shall otherwise direct from time to time and, subject to the
terms and conditions hereof, may be repaid with the proceeds of a new borrowing
hereunder. Notwithstanding any provision of this Agreement to the contrary, all
Loans, accrued but unpaid interest and other amounts payable hereunder shall be
due and payable upon termination of the Facility (whether by acceleration or
otherwise).
5. FACILITY FEE. As this Facility is uncommitted, no facility fee
shall be charged by CAPCO.
6. OPTIONAL TERMINATION. The Borrowers shall have the right upon at
least three (3) business days prior written notice to CAPCO, to terminate the
Facility.
7. MANDATORY TERMINATION OF THE FACILITY. The Facility, unless
extended by written amendment, shall automatically terminate on the last day of
the Facility Period and any
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Loans then outstanding (together with accrued interest thereon and any other
amounts owing hereunder) shall be due and payable on such date.
8. UNCOMMITTED FACILITY. The Borrowers acknowledge that the Facility
is an uncommitted facility and that CAPCO shall have no obligation to make any
Loan requested during the Facility Period under this Agreement. Further, CAPCO
shall not make any Loan if this Facility has been terminated by the Borrowers,
or if at the time of a request for a Loan by a Borrower (on behalf of the
applicable Fund(s)) there exists any Event of Default or condition which, with
the passage of time or giving of notice, or both, would constitute or become an
Event of Default with respect to such Borrower (or such applicable Fund(s)).
9. LOAN REQUESTS. Each request for a Loan (each a "Borrowing Notice")
shall be in writing by the applicable Borrower(s), except that such Borrower(s)
may make an oral request (each an "Oral Request") provided that each Oral
Request shall be followed by a written Borrowing Notice within one business
day. Each Borrowing Notice shall specify the following terms ("Terms") of the
requested Loan: (i) the date on which such Loan is to be disbursed, (ii) the
principal amount of such Loan, (iii) the Borrower(s) which are borrowing such
Loan and the amount of such Loan to be borrowed by each Borrower, (iv) the
Funds for whose benefit the loan is being borrowed and the amount of the Loan
which is for the benefit of each such Fund, and (v) the requested maturity date
of the Loan. Each Borrowing Notice shall also set forth the total assets of
each Fund for whose benefit a portion of the Loan is being borrowed as of the
close of business on the day immediately preceding the date of such Borrowing
Notice. Borrowing notices shall be delivered to CAPCO by 9:00 a.m. San Antonio
time on the day the Loan is requested to be made.
Each Borrowing Notice shall constitute a representation to CAPCO by the
applicable Borrower(s) that all of the representations and warranties in
Section 12 hereof are true and correct as of such date and that no Event of
Default or other condition which with the passage of time or giving of notice,
or both, would result in an Event of Default, has occurred or is occurring.
10. CONFIRMATIONS; CREDITING OF FUNDS; RELIANCE BY CAPCO. Upon receipt
by CAPCO of a Borrowing Notice:
(a) CAPCO shall provide each applicable Borrower written
confirmation of the Terms of such Loan via facsimile or telecopy, as soon as
reasonably practicable; provided, however, that the failure to do so shall not
affect the obligation of any such Borrower;
(b) CAPCO shall make such Loan in accordance with the Terms
by transfer of the Loan amount in immediately available funds, to the account
of the applicable Borrower(s) as specified in EXHIBIT B to this Agreement or as
such Borrower(s) shall otherwise specify to CAPCO in a writing signed by an
Authorized Individual (as defined in Section 11) of such Borrower(s); and
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(c) CAPCO shall make appropriate entries on the Note or the
records of CAPCO to reflect the Terms of the Loan; provided, however, that the
failure to do so shall not affect the obligation of any Borrower.
CAPCO shall be entitled to rely upon and act hereunder pursuant to any Oral
Request which it reasonably believes to have been made by the applicable
Borrower through an Authorized Individual. If any Borrower believes that the
confirmation relating to any Loan contains any error or discrepancy from the
applicable Oral Request, such Borrower will promptly notify CAPCO thereof.
11. BORROWING RESOLUTIONS AND OFFICERS' CERTIFICATES. Prior to the
making of any Loan pursuant to this Agreement, the Borrowers shall have
delivered to CAPCO (a) the duly executed Note, (b) Resolutions of each
Borrower's Trustees or Board of Directors authorizing such Borrower to execute,
deliver and perform this Agreement and the Note on behalf of the applicable
Funds, (c) an Officer's Certificate in substantially the form set forth in
EXHIBIT D to this Agreement, authorizing certain individuals ("Authorized
Individuals"), to take on behalf of each Borrower (on behalf of the applicable
Funds) actions contemplated by this Agreement and the Note, and (d) the Opinion
of Counsel to USAA Investment Management Company, Manager and Advisor to the
Borrowers, with respect to such matters as CAPCO may reasonably request .
12. REPRESENTATIONS AND WARRANTIES. In order to induce CAPCO to enter
into this Agreement and to make the Loans provided for hereunder, each Borrower
hereby makes with respect to itself, and as may be relevant, the series of
Funds comprising such Borrower, the following representations and warranties,
which shall survive the execution and delivery hereof and of the Note:
(a) ORGANIZATION, STANDING, ETC. The Borrower is a
corporation or trust duly organized, validly existing, and in good standing
under applicable state laws and has all requisite corporate or trust power and
authority to carry on its respective businesses as now conducted and proposed
to be conducted, to enter into this Agreement and all other documents to be
executed by it in connection with the transactions contemplated hereby, to
issue and borrow under the Note and to carry out the terms hereof and thereof;
(b) FINANCIAL INFORMATION; DISCLOSURE, ETC. The Borrower has
furnished CAPCO with certain financial statements of such Borrower with respect
to itself and the applicable Funds, all of which such financial statements have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis and fairly present the financial position and
results of operations of such Borrower and the applicable Funds on the dates
and for the periods indicated. Neither this Agreement nor any financial
statements, reports or other documents or certificates furnished to CAPCO by
such Borrower or the applicable Funds in connection with the transactions
contemplated hereby contain any untrue statement of a
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material fact or omit to state any material fact necessary to make the
statements contained herein or therein in light of the circumstances when made
not misleading;
(c) AUTHORIZATION; COMPLIANCE WITH OTHER INSTRUMENTS. The
execution, delivery and performance of this Agreement and the Note, and
borrowings hereunder, have been duly authorized by all necessary corporate or
trust action of the Borrower and will not result in any violation of or be in
conflict with or constitute a default under any term of the charter, by-laws or
trust agreement of such Borrower or the applicable Funds, or of any borrowing
restrictions or prospectus or statement of additional information of such
Borrower or the applicable Funds, or of any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to such
Borrower, or result in the creation of any mortgage, lien, charge or
encumbrance upon any of the properties or assets of such Borrower or the
applicable Funds pursuant to any such term. The Borrower and the applicable
Funds are not in violation of any term of their respective charter, by-laws or
trust agreement, and such Borrower and the applicable Funds are not in
violation of any material term of any agreement or instrument to which they are
a party, or to the best of such Borrower's knowledge, of any judgment, decree,
order, statute, rule or governmental regulation applicable to them;
(d) SEC COMPLIANCE. The Borrower and the applicable Funds are
in compliance in all material respects with all federal and state securities or
similar laws and regulations, including all material rules, regulations and
administrative orders of the Securities and Exchange Commission (the "SEC") and
applicable Blue Sky authorities. The Borrower and the applicable Funds are in
compliance in all material respects with all of the provisions of the
Investment Company Act of 1940, and such Borrower has filed all reports with
the SEC that are required of it or the applicable Funds;
(e) LITIGATION. There is no action, suit or proceeding
pending or, to the best of the Borrower's knowledge, threatened against such
Borrower or the applicable Funds in any court or before any arbitrator or
governmental body which seeks to restrain any of the transactions contemplated
by this Agreement or which, if adversely determined, could have a material
adverse effect on the assets or business operations of such Borrower or the
applicable Funds or the ability of such Borrower and the applicable Funds to
pay and perform their obligations hereunder and under the Notes;
(f) BORROWERS' RELATIONSHIP TO FUNDS. The assets of each Fund
for whose benefit Loans are borrowed by the applicable Borrower are subject to
and liable for such Loans and are available (except as subordinated to
borrowings under the NationsBank committed facility) to the applicable Borrower
for the repayment of such Loans; and
(G) YEAR 2000 PREPAREDNESS. Each Borrower has (i) initiated
a review and assessment of all areas within its business and operations
(including those affected by suppliers, vendors and customers) that could be
adversely affected by the "Year 2000 Problem" (that is, the risk that computer
applications used by such Borrower may be unable to recognize and perform
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properly date-sensitive functions involving certain dates prior to and any date
after December 31, 1999), (ii) developed a plan and timeline for addressing the
Year 2000 Problem on a timely basis, and (iii) to date, implemented that plan
in accordance with that timetable. Based on the foregoing, such Borrower
reasonably believes that all computer applications that are material to its
business and operations are reasonably expected on a timely basis to be able to
perform properly date-sensitive functions for all dates before and after
January 1, 2000 (that is, be "Year 2000 compliant"), except to the extent that
a failure to do so could not reasonably be expected to have a material adverse
effect on the assets or business operations of such Borrower or the applicable
Funds or the ability of such Borrower and the applicable Funds to pay and
perform their obligations hereunder and under the Note.
13. AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all
amounts of principal and interest due to CAPCO by a Borrower pursuant to any
Loan made to such Borrower is irrevocably paid in full, and until the Facility
is terminated, such Borrower (for itself and on behalf of its respective Funds)
agrees:
(a) To deliver to CAPCO as soon as possible and in any event
within ninety (90) days after the end of each fiscal year of such Borrower and
the applicable Funds, Statements of Assets and Liabilities, Statements of
Operations and Statements of Changes in Net Assets of each applicable Fund for
such fiscal year, as set forth in each applicable Fund's Annual Report to
shareholders together with a calculation of the maximum amount which each
applicable Fund could borrow under its Borrowing Limit as of the end of such
fiscal year;
(b) To deliver to CAPCO as soon as available and in any event
within seventy-five (75) days after the end of each semiannual period of such
Borrower and the applicable Funds, Statements of Assets and Liabilities,
Statement of Operations and Statements of Changes in Net Assets of each
applicable Fund as of the end of such semiannual period, as set forth in each
applicable Funds Semiannual Report to shareholders, together with a calculation
of the maximum amount which each applicable Fund could borrow under its
Borrowing Limit at the end of such semiannual period;
(c) To deliver to CAPCO prompt notice of the occurrence of
any event or condition which constitutes, or is likely to result in, a change
in such Borrower or any applicable Fund which could reasonably be expected to
materially adversely affect the ability of any applicable Fund to promptly
repay outstanding Loans made for its benefit or the ability of such Borrower to
perform its obligations under this Agreement or the Note;
(d) To do, or cause to be done, all things necessary to
preserve and keep in full force and effect the corporate or trust existence of
such Borrower and all permits, rights and privileges necessary for the conduct
of its businesses and to comply in all material respects with all applicable
laws, regulations and orders, including without limitation, all rules and
regulations promulgated by the SEC;
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(e) To promptly notify CAPCO of any litigation, threatened
legal proceeding or investigation by a governmental authority which could
materially affect the ability of such Borrower or the applicable Funds to
promptly repay the outstanding Loans or otherwise perform their obligations
hereunder;
(f) In the event a Loan for the benefit of a particular Fund
is not repaid in full within 10 days after the date it is borrowed, and until
such Loan is repaid in full, to deliver to CAPCO, within two business days
after each Friday occurring after such 10th day, a statement setting forth the
total assets of such Fund as of the close of business on each such Friday; and
(g) Upon the request of CAPCO which may be made by CAPCO from
time to time in the event CAPCO in good faith believes that there has been a
material adverse change in the capital markets generally, to deliver to CAPCO,
within two business days after such request, a statement setting forth the
total assets of each Fund for whose benefit a Loan is outstanding on the date
of such request.
14. NEGATIVE COVENANTS OF THE BORROWERS. Until such time as all
amounts of principal and interest due to CAPCO by a Borrower pursuant to any
Loan made to such Borrower is irrevocably paid in full, and until the Facility
is terminated, such Borrower (for itself and on behalf of its respective Funds)
agrees:
(a) Not to incur any indebtedness for borrowed money (other
than pursuant to the One Hundred Million Dollar ($100,000,000) committed Master
Revolving Credit Facility with Bank of America, the Two Hundred Fifty Million
Dollar ($250,000,000) committed Master Revolving Credit Facility with CAPCO and
for overdrafts incurred at the custodian of the Funds from time to time in the
normal course of business) except the Loans, without the prior written consent
of CAPCO, which consent will not be unreasonably withheld; and
(b) Not to dissolve or terminate its existence, or merge or
consolidate with any other person or entity, or sell all or substantially all
of its assets in a single transaction or series of related transactions (other
than assets consisting of margin stock), each without the prior written consent
of CAPCO, which consent will not be unreasonably withheld; provided that a
Borrower may without such consent merge, consolidate with, or purchase
substantially all of the assets of, or sell substantially all of its assets to,
an affiliated investment company or series thereof, as provided for in Rule
17a-8 of the Investment Company Act of 1940.
15. EVENTS OF DEFAULT. If any of the following events (each an "Event
of Default") shall occur (it being understood that an Event of Default with
respect to one Fund or Borrower shall not constitute an Event of Default with
respect to any other Fund or Borrower):
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(a) Any Borrower or Fund shall default in the payment of
principal or interest on any Loan or any other fee due hereunder for a period
of five (5) days after the same becomes due and payable, whether at maturity or
with respect to any Facility Fee at a date fixed for the payment thereof;
(b) Any Borrower or Fund shall default in the performance of
or compliance with any term contained in Section 13 hereof and such default
shall not have been remedied within thirty (30) days after written notice
thereof shall have been given such Borrower or Fund by CAPCO;
(c) Any Borrower or Fund shall default in the performance of
or compliance with any term contained in Section 14 hereof;
(d) Any Borrower or Fund shall default in the performance or
compliance with any other term contained herein and such default shall not have
been remedied within thirty (30) days after written notice thereof shall have
been given such Borrower or Fund by CAPCO;
(e) Any representation or warranty made by a Borrower or Fund
herein or pursuant hereto shall prove to have been false or incorrect in any
material respect when made;
(f) An event of default shall occur and be continuing under
any other facility;
then, in any event, and at any time thereafter, if any Event of Default shall
be continuing, CAPCO may by written notice to the applicable Borrower or Fund
(i) terminate the Facility with respect to such Borrower or Fund and (ii)
declare the principal and interest in respect of any outstanding Loans with
respect to such Borrower or Fund, and all other amounts due hereunder with
respect to such Borrower or Fund, to be immediately due and payable whereupon
the principal and interest in respect thereof and all other amounts due
hereunder shall become forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are expressly waived by the
Borrowers.
16. NEW BORROWERS; NEW FUNDS. So long as no Event of Default or
condition which, with the passage of time or the giving of notice, or both,
would constitute or become an Event of Default has occurred and is continuing,
and with the prior consent of CAPCO, which consent will not be unreasonably
withheld:
(a) Any investment company that becomes part of the same
"group of investment companies" (as that term is defined in Rule 11a-3 under
the Investment Company Act of 1940) as the original Borrowers to this
Agreement, may, by submitting an amended Schedule A and Exhibit B to this
Agreement to CAPCO (which amended Schedule A and Exhibit B shall replace the
corresponding Schedule and Exhibit which are, then a part of this Agreement)
and such other documents as CAPCO may reasonably request, become a party to
this Agreement and may become a "Borrower" hereunder; and
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(b) A Borrower may, by submitting an amended Schedule A and
Exhibit B to this Agreement to CAPCO (which amended Schedule A and Exhibit B
shall replace the corresponding Schedule and Exhibit which are then a part of
this Agreement), add additional Funds for whose benefit such Borrower may
borrow Loans. No such amendment of Schedule A to this Agreement shall amend the
Borrowing Limit applicable to any Fund without the prior approval of CAPCO.
17. LIMITED RECOURSE. CAPCO agrees (i) that any claim, liability, or
obligation arising hereunder or under the Note whether on account of the
principal of any Loan, interest thereon, or any other amount due hereunder or
thereunder shall be satisfied only from the assets of the specific Fund for
whose benefit a Loan is borrowed and in any event in an amount not to exceed
the outstanding principal amount of any Loan borrowed for such Fund's benefit,
together with accrued and unpaid interest due and owing thereon, and such
Fund's share of any other amount due hereunder and under the Note (as
determined in accordance with the provisions hereof) and (ii) that no assets of
any fund shall be used to satisfy any claim, liability, or obligation arising
hereunder or under the Note with respect to the outstanding principal amount of
any Loan borrowed for the benefit of any other Fund or any accrued and unpaid
interest due and owing thereon or such other Fund's share of any other amount
due hereunder and under the Note (as determined in accordance with the
provisions hereof).
18. REMEDIES ON DEFAULT. In case any one or more Events of Default
shall occur and be continuing, CAPCO may proceed to protect and enforce its
rights by an action at law, suit in equity or other appropriate proceedings,
against the applicable Borrower(s) and/or Fund(s), as the case may be. In the
case of a default in the payment of any principal or interest on any Loan or in
the payment of any fee due hereunder, the relevant Fund(s) (to be allocated
among such Funds as the Borrowers deem appropriate) shall pay to CAPCO such
further amount as shall be sufficient to cover the cost and expense of
collection, including, without limitation, reasonable attorney's fees and
expenses.
19. NO WAIVER OF REMEDIES. No course of dealing or failure or delay on
the part of CAPCO in exercising any right or remedy hereunder or under the Note
shall constitute a waiver of any right or remedy hereunder or under the Note,
nor shall any partial exercise of any right or remedy hereunder or under the
Note preclude any further exercise thereof or the exercise of any other right
or remedy hereunder or under the Note. Such rights and remedies expressly
provided are cumulative and not exclusive of any rights or remedies which CAPCO
would otherwise have.
20. EXPENSES. The Fund(s) (to be allocated among the Funds as the
Borrowers deem appropriate) shall pay on demand all reasonable out-of-pocket
costs and expenses (including reasonable attorney's fees and expenses) incurred
by CAPCO in connection with the collection and any other enforcement
proceedings of or regarding this Agreement, any Loan or the Note.
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21. BENEFIT OF AGREEMENT. This Agreement and the Note shall be binding
upon and inure for the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided that no party to this
Agreement or the Note may assign any of its rights hereunder or thereunder
without the prior written consent of the other parties.
22. NOTICES. All notices hereunder and all written, facsimile or
telecopied confirmations of Oral Requests made hereunder shall be sent to the
Borrowers as indicated on EXHIBIT B and to CAPCO as indicated on EXHIBIT C.
23. MODIFICATIONS. No provision of this Agreement or the Note may be
waived, modified or discharged except by mutual written agreement of all
parties. THIS WRITTEN LOAN AGREEMENT AND THE NOTE REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.
24. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed
by and construed in accordance with the laws of the state of Texas without
regard to the choice of law provisions thereof.
25. TRUST DISCLAIMER. Neither the shareholders, trustees, officers,
employees and other agents of any Borrower or Fund shall be personally bound by
or liable for any indebtedness, liability or obligation hereunder or under the
Note nor shall resort be had to their private property for the satisfaction of
any obligation or claim hereunder.
If this letter correctly reflects your agreement with us, please execute both
copies hereof and return one to us, whereupon this Agreement shall be binding
upon the Borrowers, the Funds and CAPCO.
Sincerely,
USAA CAPITAL CORPORATION
By: /S/ XXXXX X. XXXXXXXXX
----------------------
Xxxxx X. XxXxxxxxx
Vice President-Treasurer
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AGREED AND ACCEPTED this 11th Day of January, 2000.
USAA MUTUAL FUND, INC.,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to this Agreement
By: /S/ XXXXXXX X. X. XXXX
----------------------
Xxxxxxx X.X. Xxxx
President
USAA INVESTMENT TRUST, on behalf of and for the benefit of its series of Funds
as set forth on Schedule A to this Agreement
By: /S/ XXXXXXX X. X. XXXX
----------------------
Xxxxxxx X.X. Xxxx
President
USAA TAX EXEMPT FUND, INC.,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to this Agreement
By: /S/ XXXXXXX X. X. XXXX
-----------------------
Xxxxxxx X.X. Xxxx
President
USAA STATE TAX-FREE TRUST, on behalf of and for the benefit of its series of
Funds as set forth on Schedule A to this Agreement
By: /S/ XXXXXXX X. X. XXXX
---------------------
Xxxxxxx X.X. Xxxx
President
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SCHEDULE A
FUNDS FOR WHOSE BENEFIT LOANS CAN
BE BORROWED UNDER FACILITY AGREEMENT
BORROWER FUNDS BORROWING LIMIT (Maximum
percent of total assets
which can be borrowed
under Facility and the
committed facility with
CAPCO)
USAA Mutual Fund, Inc. USAA Aggressive Growth 5% of Total Assets
USAA Growth & Income "
USAA Income Stock "
USAA Short-Term Bond "
USAA Money Market "
USAA Growth "
USAA Income "
USAA S&P 500 Index "
USAA Science & Technology "
USAA First Start Growth "
USAA High Yield Opportunites "
USAA Intermediate-Term Bond "
USAA Small Cap Stock Fund "
USAA Investment Trust USAA Cornerstone Strategy "
USAA Gold "
USAA International "
USAA World Growth "
USAA GNMA Trust "
USAA Treasury Money Market Trust "
USAA Emerging Markets "
USAA Growth and Tax Strategy "
USAA Balanced Strategy "
USAA Growth Strategy "
USAA Income Strategy "
USAA Tax Exempt Fund, Inc. USAA Long-Term "
USAA Intermediate-Term "
USAA Short-Term "
USAA Tax Exempt Money Market "
USAA California Bond "
USAA California Money Market "
USAA New York Bond "
USAA New York Money Market "
USAA Xxxxxxxx Xxxx "
USAA Virginia Money Market "
USAA State Tax-Free Trust USAA Florida Tax-Free Income "
USAA Florida Tax-Free Money Market "
USAA Texas Tax-Free Income "
USAA Texas Tax-Free Money Market "
EXHIBIT A
MASTER GRID PROMISSORY NOTE
U.S. $500,000,000 Dated: January 11, 2000
FOR VALUE RECEIVED, each of the undersigned (each a "Borrower" and
collectively the "Borrowers"), severally and not jointly, on behalf of and for
the benefit of the series of funds comprising each such Borrower as listed on
Schedule A to the Agreement as defined below (each a "Fund" and collectively
the "Funds") promises to pay to the order of USAA Capital Corporation ("CAPCO")
at CAPCO's office located at 0000 Xxxxxxxxxxxxxx Xxxx, Xxx Xxxxxxx, Xxxxx
00000, in lawful money of the United States of America, in immediately
available funds, the principal amount of all Loans made by CAPCO to such
Borrower for the benefit of the applicable Funds under the Facility Agreement
Letter dated January 11, 2000 (as amended or modified, the "Agreement"), among
the Borrowers and CAPCO, together with interest thereon at the rate or rates
set forth in the Agreement. All payments of interest and principal outstanding
shall be made in accordance with the terms of the Agreement.
This Note evidences Loans made pursuant to, and is entitled to the
benefits of, the Agreement. Terms not defined in this Note shall be as set
forth in the Agreement.
CAPCO is authorized to endorse the particulars of each Loan evidenced
hereby on the attached Schedule and to attach additional Schedules as
necessary, provided that the failure of CAPCO to do so or to do so accurately
shall not affect the obligations of any Borrower (or the Fund for whose benefit
it is borrowing) hereunder.
Each Borrower waives all claims to presentment, demand, protest, and
notice of dishonor. Each Borrower agrees to pay all reasonable costs of
collection, including reasonable attorney's fees in connection with the
enforcement of this Note.
CAPCO hereby agrees (i) that any claim, liability, or obligation
arising hereunder or under the Agreement whether on account of the principal of
any Loan, interest thereon, or any other amount due hereunder or thereunder
shall be satisfied only from the assets of the specific Fund for whose benefit
a Loan is borrowed and in any event in an amount not to exceed the outstanding
principal amount of any Loan borrowed for such Fund's benefit, together with
accrued and unpaid interest due and owing thereon, and such Fund's share of any
other amount due hereunder and under the Agreement (as determined in accordance
with the provisions of the Agreement) and (ii) that no assets of any Fund shall
be used to satisfy any claim, liability, or obligation arising hereunder or
under the Agreement with respect to the outstanding principal amount of any
Loan borrowed for the benefit of any other Fund or any accrued and unpaid
interest due and owing thereon or such other Fund's share of any other amount
due hereunder
and under the Agreement (as determined in accordance with the provisions of the
Agreement).
Neither the shareholders, trustees, officers, employees and other
agents of any Borrower or Fund shall be personally bound by or liable for any
indebtedness, liability or obligation hereunder or under the Note nor shall
resort be had to their private property for the satisfaction of any obligation
or claim hereunder.
Loans under the Agreement and this Note are subordinated to loans made
under the $100,000,000 364-day committed Mater Revolving Credit Facility
Agreement between the Borrowers and Bank of America, N.A. (Bank of America),
dated January 12, 2000, in the manner and to the extent set forth in the
Agreement among the Borrowers, CAPCO and Bank of America, dated January 12,
2000.
This Note shall be governed by the laws of the state of Texas.
USAA MUTUAL FUND, INC.,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to the Agreement
By: /S/ XXXXXXX X. X. XXXX
----------------------
Xxxxxxx X.X. Xxxx
President
USAA INVESTMENT TRUST,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to the Agreement
By: /S/ XXXXXXX X. X. XXXX
----------------------
Xxxxxxx X.X. Xxxx
President
USAA TAX EXEMPT FUND, INC.,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to the Agreement
By: /S/ XXXXXXX X. X. XXXX
----------------------
Xxxxxxx X.X. Xxxx
President
USAA STATE TAX-FREE TRUST, on
behalf of and for the benefit of
its series of Funds as set forth
on Schedule A to the Agreement
By: /S/ XXXXXXX X. X. XXXX
----------------------
Xxxxxxx X.X. Xxxx
President
LOANS AND PAYMENT OF PRINCIPAL
This schedule (grid) is attached to and made a part of the Promissory Note
dated January 11, 2000, executed by USAA MUTUAL FUND, INC., USAA INVESTMENT
TRUST, USAA TAX EXEMPT FUND, INC. AND USAA STATE TAX-FREE TRUST on behalf of
and for the benefit of the series of funds comprising each such Borrower
payable to the order of USAA CAPITAL CORPORATION.
[GRID}
Date of Loan
Borrower
and Fund
Amount of
Loan
Type of Rate and
Interest Rate on
Date of Borrowing
Amount of
Principal Repaid
Date of
Repayment
Other
Expenses
Notation made
by
EXHIBIT B
USAA CAPITAL CORPORATION
MASTER REVOLVING
CREDIT FACILITY AGREEMENT
BORROWER INFORMATION SHEET
BORROWER: USAA MUTUAL FUND, INC., USAA INVESTMENT TRUST, USAA TAX EXEMPT
FUND, INC. AND USAA STATE TAX-FREE TRUST
ADDRESS FOR NOTICES AND OTHER COMMUNICATIONS TO THE BORROWER:
0000 Xxxxxxxxxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000 (For Federal Express, 78240)
Attention: Xxxxxxx X. Xxxxxxxx
Senior Vice President,
Fixed Income Investments
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Xxxxx X. Xxxxxxx
Senior Vice President,
Equity Investments
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
ADDRESS FOR BORROWING AND PAYMENTS:
0000 Xxxxxxxxxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000 or 498-7819
Telex: 767424
INSTRUCTIONS FOR PAYMENTS TO BORROWER:
WE PAY VIA: _X_ FED FUNDS____CHIPS
TO: (PLEASE PLACE BANK NAME, CORRESPONDENT NAME (IF APPLICABLE), CHIPS AND/OR
FED FUNDS ACCOUNT NUMBER BELOW)
STATE STREET BANK AND TRUST COMPANY, BOSTON, MASSACHUSETTS
----------------------------------------------------------
ABA #011-00-0028
----------------
USAA MUTUAL FUND, INC.
======================
USAA AGGRESSIVE GROWTH FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA GROWTH & INCOME FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA INCOME STOCK FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA SHORT-TERM BOND FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA MONEY MARKET FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA GROWTH FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA INCOME FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA S&P 500 INDEX FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA SCIENCE & TECHNOLOGY FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA FIRST START GROWTH FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA HIGH YIELD OPPORTUNITIES FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA INTERMEDIATE-TERM BOND FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA SMALL CAP STOCK FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA INVESTMENT TRUST
=====================
USAA CORNERSTONE STRATEGY FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA GOLD FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA INTERNATIONAL FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA WORLD GROWTH FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA GNMA TRUST ACCT.# 0000-000-0
--------------------------------------------------------------
--------------------------------------------------------------
USAA TREASURY MONEY MARKET TRUST ACCT.# 0000-000-0
--------------------------------------------------------------
USAA EMERGING MARKETS FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA GROWTH AND TAX STRATEGY FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA BALANCED STRATEGY FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA GROWTH STRATEGY FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA INCOME STRATEGY FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA TAX EXEMPT FUND, INC.
==========================
LONG-TERM FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA INTERMEDIATE-TERM FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA SHORT-TERM FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA TAX EXEMPT MONEY MARKET FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA CALIFORNIA BOND FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA CALIFORNIA MONEY MARKET FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA NEW YORK BOND FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA NEW YORK MONEY MARKET FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA XXXXXXXX XXXX FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA VIRGINIA MONEY MARKET FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA STATE TAX-FREE TRUST
=========================
USAA FLORIDA TAX-FREE INCOME FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA FLORIDA TAX-FREE MONEY MARKET FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA TEXAS TAX-FREE INCOME FUND ACCT.# 0000-000-0
--------------------------------------------------------------
USAA TEXAS TAX-FREE MONEY MARKET FUND ACCT.# 0000-000-0
--------------------------------------------------------------
EXHIBIT C
ADDRESS FOR USAA CAPITAL CORPORATION
USAA Capital Corporation
0000 Xxxxxxxxxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. XxXxxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
EXHIBIT D
OFFICER'S CERTIFICATE
The undersigned hereby certifies that he is the duly elected Secretary of USAA
Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. and USAA
State Tax-Free Trust and that he is authorized to execute this Certificate on
behalf of USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund,
Inc. and USAA State Tax-Free Trust. The undersigned hereby further certifies to
the following:
The following individuals are duly authorized to act on behalf of USAA Mutual
Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. and USAA State
Tax-Free Trust, by transmitting telephonic, telex, or telecopy instructions and
other communications with regard to borrowing and payments pursuant to the
uncommitted Master Revolving Credit Agreement with USAA Capital Corporation.
The signature set opposite the name of each individual below is that
individual's genuine signature.
NAME OFFICE SIGNATURE
Xxxxxxx X.X. Xxxx President /S/ XXXXXXX X. X. XXXX
-----------------------
Xxxxxxx X. Xxxxxxxx Senior Vice President,
Fixed Income Investments /S/ XXXXXXX X. XXXXXXXX
-----------------------
Xxxxx X. Xxxxxxx Senior Vice President,
Equity Investments /S/ XXXXX X. XXXXXXX
-----------------------
Xxxxxxxx X. Xxxxxxx Vice President,
Mutual Fund Portfolios /S/ XXXXXXXX X. XXXXXXX
-----------------------
Xxxxxxx X. Xxxx Vice President,
Senior Financial Officer /S/ XXXXXXX X. XXXX
-----------------------
Xxxxx X. Xxxxx Executive Director,
Mutual Fund Analysis
and Support /S/ XXXXX X. XXXXX
-----------------------
IN WITNESS WHEREOF, I have executed this Certificate as of this 11th day of
January, 2000.
/S/ XXXXXXX X. XXXXXX
---------------------
XXXXXXX X. XXXXXX
Secretary
I, Xxxxxxx X.X. Xxxx, President of USAA Mutual Fund, Inc., USAA Investment
Trust, USAA Tax Exempt Fund, Inc. And USAA State Tax-Free Trust hereby certify
that Xxxxxxx X. Xxxxxx is, and has been at all times since a date prior to the
date of this Certificate, the duly elected, qualified, and acting Secretary of
USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. And
USAA State Tax-Free Trust and that the signature set forth above is his true
and correct signature.
DATE: January 11, 2000 /S/ XXXXXXX X. X. XXXX
-----------------------
XXXXXXX X. X. XXXX
President
