exhibit 8(a)
TRANSFER AGENCY AGREEMENT
AGREEMENT made as of this 15th day of November, 2001, by and between USAA
TRANSFER AGENCY COMPANY, dba USAA Shareholder Account Services, a corporation
organized under the laws of the state of Delaware and having a place of business
in San Antonio, Texas ("SAS"), and USAA INVESTMENT TRUST, a business trust
organized under the laws of the Commonwealth of Massachusetts, and having a
place of business in San Antonio, Texas (the "Trust").
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is so registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of capital stock (the
"Shares") in separate classes with each such class representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Trust offers Shares in each of the classes identified in
SCHEDULE A hereto (the "Existing Funds") (such classes together with all other
classes subsequently established by the Trust with respect to which the Trust
desires to retain SAS to render transfer agent and dividend disbursement agent
services hereunder and with respect to which SAS is willing to do, being herein
collectively referred to as the "Funds"); and
WHEREAS, the Trust desires to retain SAS to serve as transfer agent and
dividend disbursing agent for the Funds; and
WHEREAS, SAS is willing to perform such services;
NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties
hereto as follows:
1. APPOINTMENT OF SAS.
(a) EXISTING FUNDS. The Trust hereby appoints SAS to act as transfer agent
and dividend disbursing agent for the Existing Funds for the period and on the
terms herein set forth. SAS accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.
(b) ADDITIONAL FUNDS. In the event that the Trust desires to retain SAS to
render transfer agent and dividend disbursement agent services hereunder with
respect to any Fund other than an Existing Fund, it shall so notify SAS in
writing. If SAS is willing to render such services it shall notify the Trust in
writing, whereupon the Trust shall appoint SAS to act as transfer agent and
dividend disbursement agent for such Fund for the period and on the terms herein
set forth, and SAS shall accept such appointment and agree to render the
services herein set forth for the compensation herein provided.
2. SCOPE OF APPOINTMENT.
SAS shall serve as the transfer agent and dividend disbursing agent for the
Trust, and shall perform the following services to the Trust (as described in
greater detail in SCHEDULE B attached hereto):
(a) PROCESS ORDERS TO PURCHASE OR TRANSFER SHARES. Provide services as
transfer agent for the Trust for processing orders for the purchase of Shares,
including the recording of issues of Shares of the Trust and registering the
transfer of such Shares.
(b) RECEIVE FUNDS. Receive funds in the form of checks, wire transfers,
electronic ACH, or other order drawn or endorsed to it as transfer agent for the
Trust or otherwise identified as being for the account of the Trust.
(c) PROCESS SHARE REDEMPTIONS. Process all requests for redemptions or
repurchase of Shares, and, if necessary, receive and stamp with the date of
receipt all certificates delivered to it for redemption or repurchase.
(d) DISTRIBUTE DIVIDENDS AND CAPITAL GAINS. Prepare and mail or credit
income and capital gain payments to shareholders, in accordance with the
provisions of the Trust's Master Trust Agreement and then current prospectus.
(e) DELIVER REPORTS TO SHAREHOLDERS. Deliver to shareholders, at such times
and in the manner requested by the Trust, shareholder reports, prospectuses and
statements of shareholder accounts.
(f) PROCESS WITHDRAWAL ORDERS. Process withdrawal orders in accordance with
the terms of any withdrawal plans instituted by the Trust and duly executed by
shareholders.
(g) PREPARE TAX RETURNS. Prepare, file with the Internal Revenue Service
and with the appropriate State agencies, and, if required, mail to shareholders
such returns for reporting dividends and distributions paid as are required to
be so filed and mailed, and withhold such sums as are required to be withheld
under applicable federal and state income tax laws, rules and regulations, or as
may be requested by the Trust to enable shareholders to comply with applicable
tax requirements.
(h) COUNTERSIGN CERTIFICATES. As applicable and if requested by the Trust,
countersign and mail by first class mail, a share certificate to a shareholder
at the shareholder's address as set forth on the transfer books of the Trust.
(i) CORRESPONDENCE. Answer correspondence from shareholders relating to
their Share accounts and such other correspondence as may from time to time be
mutually agreed upon.
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(j) PROXIES. Mail such proxy cards and other material supplied to it by the
Trust in connection with shareholder meetings of the Trust and shall receive,
examine and tabulate returned proxies and certify the vote of the Trust.
(k) OTHER SERVICES. Provide such other services as the parties may from
time to time agree in writing.
3. FEES.
The Trust shall pay SAS for the services to be provided by SAS under this
Agreement in accordance with, and in the manner set forth in, SCHEDULE C hereto.
Fees for any additional services to be provided by SAS shall be subject to
mutual agreement at the time such amendment to this Agreement is proposed.
4. REIMBURSEMENT OF EXPENSES.
In addition to paying SAS the annual maintenance charges set forth in
Schedule C hereto, the Trust agrees to reimburse SAS for all reasonable
out-of-pocket expenses, charges, and other disbursements incurred by SAS in
connection with the performance of services under this Agreement, including, but
not limited to, the following:
(a) FORMS. The cost of any and all forms, computer paper, statements,
labels, envelopes, checks, reports, letters, tax forms, proxies, notices or
other forms of printed material which shall be required by SAS for the
performance of the services provided hereunder.
(b) DELIVERY CHARGES. The cost of all postage, couriers, express delivery
services, freight charges and other delivery and bonding charges incurred in
delivering materials to and receiving materials from the Trust and its
shareholders, including all shareholder reports, prospectuses, statements of
shareholder accounts and tax filings.
(c) COMMUNICATION CHARGES. The cost of all direct telephone, telephone
transmission, telecopy, internet, or other electronic transmission expenses
(e.g., voice response systems) incurred in communicating with shareholders of
the Trust, including the costs of developing, maintaining and making available
to shareholders systems that will permit shareholders to effect transactions by
telephone or electronic means.
(d) MAINTENANCE OF SHAREHOLDER RECORDS. The cost of maintaining all records
of shareholder accounts, including, but not limited to, expenses relating to
electronic imaging, microfilm and microfiche.
(e) ELECTRONIC SHAREHOLDER INFORMATION SYSTEMS. The cost of developing,
maintaining and making available to shareholders systems that will permit
shareholders to access shareholder reports, prospectuses and statements of
shareholder account via the internet or other electronic means.
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(f) TAX REPORTING SERVICES. The costs of developing and maintaining systems
and services for withholding sums required to be withheld under applicable
federal and state income tax laws, rules and regulations, or as may be requested
by the Trust to enable shareholders to comply with applicable tax requirements.
(g) COUNSEL FEES. Reimbursement for all counsel fees incurred by SAS in
connection with the performance of its duties under this Agreement, unless such
fees are incurred on a matter involving SAS's willful misconduct or gross
negligence.
5. DOCUMENTS.
In connection with the appointment of SAS as transfer agent, the Trust
shall file with SAS the following documents:
(a) Certified copies of the Master Trust Agreement of the Trust and all
amendments thereto;
(b) A copy of the resolution of the Board of Trustees of the Trust
authorizing this Agreement;
(c) Specimens of all forms of outstanding and new share certificates in the
forms approved by the Board of Trustees of the Trust with a certificate of
the Secretary of the Trust as to such approval.
(d) All account application forms and other documents relating to record
holders' accounts;
(e) A certified list of record holders of the Trust with the name, address
and tax identification number of each record holder, the number of Shares
held by each record holder, certificate numbers and denominations (if any
have been issued), the plan account number of each record holder having a
plan, lists of any accounts against which stops have been placed, together
with the reasons for said stops, and the number of Shares redeemed by the
Trust.
(f) An opinion of counsel for the Trust with respect to the validity of the
Shares, the number of Shares authorized, the status of redeemed Shares and
the number of Shares with respect to which a Registration Statement has
been filed and is in effect.
6. FURTHER DOCUMENTATION.
The Trust shall also furnish from time to time the following documents:
(a) Each resolution of the Board of Trustees of the Trust authorizing the
original issue of its Shares;
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(b) Each Registration Statement filed with the Securities and Exchange
Commission and amendments thereof and orders relating thereto in effect
with respect to the sale of the Shares of the Trust;
(c) A certified copy of each amendment to the Master Trust Agreement of the
Trust;
(d) Certified copies of each vote of the Board of Trustees authorizing
officers to give instructions to the transfer agent;
(e) Specimens of all new share certificates accompanied by the Board of
Trustees' resolutions approving such forms;
(f) Such other certificates, documents or opinions which SAS may, in its
discretion, deem necessary or appropriate in the proper performance of its
duties.
7. SHARE CERTIFICATES.
To the extent that the Trust wishes to issue share certificates, the Trust
shall supply SAS with a sufficient supply of blank share certificates and from
time to time shall renew such supply upon request of SAS. Such blank share
certificates shall be properly signed, manually or by facsimile, if authorized
by the Trust, and shall bear the Trust seal or facsimile thereof; and
notwithstanding the death, resignation or removal of any officers of the Trust
authorized to sign share certificates, SAS may continue to countersign
certificates which bear the manual or facsimile signature of such officer until
otherwise directed by the Trust.
8. NOTICE OF DISTRIBUTION.
The Trust shall promptly inform SAS of the declaration of any dividend or
distribution on account of its Shares.
9. BOOKS AND RECORDS.
SAS shall maintain records showing for each investor's account the
following:
(a) Names, addresses and tax identifying numbers;
(b) Number of Shares held;
(c) Historical information regarding the account of each shareholder,
including dividends paid and date and price for all transactions;
(d) Any stop or restraining order placed against the account;
(e) Information with respect to withholdings in the case of a foreign
account;
(f) Any dividend reinvestment order, plan application, dividend address and
correspondence relating to the current maintenance of the account;
(g) Certificate numbers and denominations for any shareholder holding
certificates;
(h) Any information required in order for SAS to perform the calculations
contemplated or required by this Agreement.
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SAS shall preserve any such records required to be maintained by Rule 31a-1
under the 1940 Act in the manner and for the periods prescribed in Rule 31a-2
under the 1940 Act. Such record retention shall be at the expense of the Trust
and records may be inspected by the Trust at reasonable times. SAS, may at its
option at any time, and shall forthwith upon the Trust's demand, turn over to
the Trust and cease to retain in SAS files, records and documents created and
maintained by SAS pursuant to this Agreement, which are no longer needed by SAS
in performance of its services or for its protection. If not so turned over to
the Trust, such records and documents will be retained by SAS for six years from
the year of creation, during the first two of which such documents will be in
readily accessible form. At the end of the six year period, such records and
documents will either be turned over to the Trust, or destroyed in accordance
with the Trust's authorization.
10. INFORMATION TO BE FURNISHED TO TRUST.
SAS shall furnish to the Trust periodically as agreed upon the following
information:
(a) A copy of the daily transaction register;
(b) Dividend and reinvestment amounts;
(c) The total number of Shares distributed in each state for "blue sky"
purposes as determined according to instructions delivered from time to
time by the Trust to SAS. (d) Shareholder lists and statistical information
as may be agreed upon from time to time.
11. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
The Trust assumes full responsibility for the preparation, contents and
distribution of each prospectus of the Trust for complying with all applicable
requirements of the Securities Act of 1933, as amended, the 1940 Act, and any
laws, rules and regulations of governmental authorities having jurisdiction.
Except as specifically agreed in writing between SAS and the Trust, SAS shall
have no obligation, when crediting Shares or countersigning and issuing
certificates for Shares, if any, to take cognizance of any other laws relating
to the issue and sale of such Shares.
12. REFERENCES TO SAS.
The Trust shall not circulate any printed matter which contains any
reference to SAS without the prior written approval of SAS, excepting solely
such printed matter as merely identifies SAS as transfer agent and dividend
disbursing agent for the Trust and plan agent for the shareholders of the Trust.
The Trust shall submit printed matter requiring approval to SAS in draft form,
allowing sufficient time for review by SAS and its counsel prior to any deadline
for printing.
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13. FORCE MAJEURE.
SAS shall not be liable for loss of data, occurring by reason of
circumstance beyond its control, including but not limited to acts of civil or
military authority, national emergencies, fire, flood or catastrophe, acts of
God, insurrection, war, acts of terrorism, riots, or failure of transportation,
communication or power supply. SAS shall use its best efforts to minimize the
likelihood of all damage, loss of data, delays and errors resulting from
uncontrollable events, and if such damage, loss of data, delays or errors occur,
SAS shall use its best efforts to mitigate the effects of such occurrence.
14. STANDARD OF CARE.
SAS shall at all times act in good faith and agrees to use its best efforts
within reasonable limits to ensure the accuracy of all services performed under
this Agreement, but assumes no responsibility and shall not be liable for loss
or damage due to errors unless such error is caused by its gross negligence, bad
faith or willful misconduct or that of its employees.
15. INDEMNIFICATION.
The Trust shall indemnify and hold SAS harmless from all loss, cost, damage
and expense, including reasonable expenses for counsel, incurred by it resulting
from any claim, demand, action or suit in connection with its acceptance of this
Agreement, any action or omission by it in the performance of its duties
hereunder, or the functions of transfer and dividend disbursing agent and plan
agent, or as a result of acting upon any instruction believed by it to have been
executed by a duly authorized officer of the Trust, or upon any information,
data, records or documents provided SAS or its agents by computer tape, telex,
CRT data entry or other similar means authorized by the Trust, PROVIDED that
this indemnification shall not apply to actions or omissions of SAS in cases of
its own willful misconduct or gross negligence, and FURTHER PROVIDED, that prior
to confessing any claim against it which may be the subject of this
indemnification, SAS shall give the Trust reasonable opportunity to defend
against said claim in its own name or in the name of SAS.
16. FURTHER ACTIONS.
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
17. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) DURATION. This Agreement shall become effective as of the date first
set forth above and unless terminated shall continue in force from year to year
thereafter, but only so long as such continuance is specifically approved in
accordance with applicable laws and regulations.
(b) TERMINATION. This Agreement may be terminated at any time, without
payment of any penalty, by vote of the Board of Trustees of the Trust or by vote
of a majority of the outstanding
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shares (as defined in the 1940 Act), or by SAS on sixty (60) days' written
notice to the other party. This Agreement shall automatically terminate upon its
assignment by SAS.
18.AMENDMENT.
This Agreement may be modified or amended from time to time by mutual
agreement between the parties hereto.
19.USE OF THIRD PARTY SERVICES.
SAS may, from time to time, enter into arrangements with one or more third
parties (each an "Agent") to perform certain functions for the Trust and SAS. In
those instances the Trust shall pay SAS the lesser of (i) the amount payable by
SAS to the Agent for performing such functions and (ii) the amount of the
Transfer Agent Savings. As used herein, the term "Transfer Agent Savings" means
the amount that would have been paid by the Trust to SAS if all accounts
maintained by the Agent had been maintained directly by SAS, as determined based
upon the per account charge under the Agreement, increased by out-of-pocket
charges that would have been incurred with respect to such accounts.
00.XXXXX DISCLAIMER.
It is expressly agreed that the obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the trust
property of the Trust. The execution and delivery of this Agreement has been
authorized by the Trustees, and this Agreement has been signed and delivered by
an authorized officer of the Trust, acting as such, and neither such
authorization by the Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Trust as provided in the Trust's Master Trust Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
USAA INVESTMENT TRUST USAA TRANSFER AGENCY
COMPANY
By: /S/ Xxxxxxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------- ----------------------------
Name: Xxxxxxxxxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxxx
Title: President Title: Vice President
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SCHEDULE A
TO THE TRANSFER AGENCY AGREEMENT
FUNDS
Balanced Strategy Fund
Cornerstone Strategy Fund
Emerging Markets Fund
GNMA Trust
Growth Strategy Fund
Growth and Tax Strategy Fund
Income Strategy Fund
International Fund
Precious Metals and Minerals Fund
Treasury Money Market Trust
World Growth Fund
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SCHEDULE B
TO THE TRANSFER AGENCY AGREEMENT
TRANSFER AGENCY SERVICES
PROCESS ORDERS TO PURCHASE OR TRANSFER SHARES
-
1. Process shareholder purchase and redemption orders.
2. Withhold applicable taxes.
3. Set up account information, including address, dividend options, taxpayer
identification numbers, wire and/or ACH instructions, systematic purchase,
and systematic redemption instructions.
4. Issue confirmations in compliance with Rule 10b-10 under the Securities
Exchange Act of 1934, as amended.
5. Issue periodic statements for shareholders.
6. Process transfers.
7. Process exchanges.
8. Maintain records relating to "as of" transactions, and ensure compliance
with the Trust's policies and procedures regarding such transactions.
9. Maintain all shareholder records for each account in the Trust.
10. Issue customer statements on scheduled cycle, providing duplicate second
and third party copies if required.
11. Record shareholder account information changes.
12. Maintain account documentation files for each shareholder.
13. Annually purge accounts per mutually agreed upon schedule.
RECEIVE FUNDS
1. Receive funds drawn or endorsed to it as Transfer Agent for the Trust,
or otherwise designated as being for the account of the Trust.
2. Stamp the check or other order with the date of receipt, process the same
for collection, and compute the number of Shares to be purchased according
to the price of Shares in effect for such purchases as set forth in the
Trust's then current Prospectus..
3. Deposit the net amount due the Trust in the bank account of the Trust
maintained by the Trust's custodian bank (the "Custodian").
4. On a daily basis, notify the Custodian of the total amount deposited.
5. Instruct the Trust's Custodian to transfer funds from Fund accounts, as
required by shareholder transactions.
6. Maintain share balances for each Fund and reconcile such balances with
records of the Trust's Fund Accountant.
7. Distribute redemption proceeds to Fund shareholders.
8. Reconcile Fund DDA accounts and take appropriate corrective measures.
9. In the event that any check or other order for the payment of money is
returned unpaid for any reason, give prompt notification to the Trust of
the nonpayment of said check. In the absence of other instructions from the
Trust, take such steps as may be necessary to cancel
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promptly any Shares purchased on the basis of such returned check and shall
cancel accumulated dividends for such account, which are due to that
specific purchase.
PROCESS SHARE REDEMPTIONS
1. Receive and process all requests for redemptions or repurchase of Shares.
2. Process exchanges.
3. Notify the Trust of the total number of Shares covered by such requests.
4. Direct the payment of the applicable redemption or repurchase price from
cash available in the bank account maintained by the Custodian,.
5. Promptly notify shareholders of any noncompliance with Trust standards for
redemption approval, and assist such shareholders in complying with
applicable standards.
6. Withhold applicable taxes.
DISTRIBUTE DIVIDENDS AND CAPITAL GAINS
1. Process dividend payments, including the purchase of new shares, through
dividend reimbursement.
2. Prepare and mail or credit income and capital gain payments to
shareholders.
3. On or before the payment date of any dividend or distribution, notify the
Custodian of the estimated amount required to pay any portion of said
dividend or distribution which is payable in cash.
4. Make appropriate credits to shareholder accounts, where required.
5. Withhold applicable taxes.
DELIVERY OF SHAREHOLDER REPORTS
1. Design, implement and maintain the Trust's internet web site and telephonic
voice response system for use by the Trust's existing shareholders (it
being understood that the Trust's Distributor retains sole responsibility
with respect to the design, implementation and maintenance of those
features of the web site that are used for marketing the shares of the
Trust to prospective shareholders.)
2. Provide systems by which the Trust's shareholders may effect transactions
by telephonic or electronic means.
3. Make information available to shareholders regarding transaction history,
including trade date, share price, current holdings, yields, and dividend
information.
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SCHEDULE C
TO THE TRANSFER AGENCY AGREEMENT
FEE SCHEDULE
ANNUAL MAINTENANCE CHARGES - The annual maintenance charge includes the
processing of all transactions and correspondence. The fee is billable on a
monthly basis at the rate of 1/12 of the annual fee. USAA Transfer Agency
Company will charge for each open account from the month the account is opened
through January of the year following the year all funds are redeemed from the
account.
Balanced Strategy Fund $23
Cornerstone Strategy Fund $23
Emerging Markets Fund $23
GNMA Trust $25.50
Growth Strategy Fund $23
Growth and Tax Strategy Fund $25.50
Income Strategy Fund $25.50
International Fund $23
Precious Metals and Minerals Fund $23
Treasury Money Market Trust $25.50
World Growth Fund $23
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Exhibit 8(b)
BANK OF AMERICA, N.A.
000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
January 10, 2002
USAA Mutual Fund, Inc.,
USAA Investment Trust,
USAA Tax Exempt Fund, Inc., and
USAA State Tax-Free Trust, not in their individual
capacities but 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: Xxxxxxxxxxx X. Xxxxx, President
Ladies and Gentlemen:
This Facility Agreement Letter (this "AGREEMENT") sets forth the terms and
conditions for loans (each a "LOAN" and collectively the "LOANS") which Bank of
America, N.A. (the "BANK"), agrees to make during the period commencing January
10, 2002 and ending January 9, 2003 (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 not in its individual
capacity, but 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"). This Agreement replaces in its entirety that certain Facility
Agreement Letter dated January 11, 2001, as heretofore amended or modified,
between the Borrowers and the Bank. The Bank and the Borrowers hereby agree as
follows:
1. AMOUNT. The aggregate principal amount of the Loans to be advanced
under this Facility shall not exceed, at any one time outstanding, Xxx Xxxxxxx
Xxxxxxx Xxxxxx Xxxxxx Dollars (U.S. $100,000,000) (the "COMMITMENT"). The
aggregate principal amount of the Loans which may be borrowed by a Borrower for
the benefit of a particular Fund under the Facility and the Other Facility
(hereinafter defined) shall not exceed the percentage (the "BORROWING LIMIT")
of the total assets of 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 and 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 and/or a loan outstanding under the Other Facility for the
benefit of such Fund, if the aggregate amount of such Loan and such other loan
exceeds 5% of the total assets of such Fund. The Borrowers will not, and
USAA Mutual Fund, Inc., et al
January 10, 2002
Page 2
will not permit any Fund to, directly or indirectly, use any proceeds of any
Loan for any purpose which would violate any provision of any applicable
statute, regulation, order or restriction, including, without limitation,
Regulation U, Regulation T, Regulation X or any other regulation of the Board
of Governors of the Federal Reserve System or the Securities Exchange Act of
1934, as amended. If requested by the Bank, the Borrowers will promptly furnish
the Bank with a statement in conformity with the requirements of Federal
Reserve Form U-1 as referred to in Regulation U.
3. BORROWING RATE AND MATURITY OF LOANS. The principal amount of each Loan
outstanding from time to time shall bear interest from the date each such Loan
is made to, but excluding the date of payment in full thereof, at a rate per
annum equal to, at the option of the applicable Borrower, (i) the aggregate of
the Federal Funds Rate (as defined below) plus .50 of one percent (1%) (50
basis points) or (ii) the aggregate of the London Interbank Offered Rate (as
defined below) plus 50 basis points. The rate of interest payable on any Loan
bearing interest on the basis of the Federal Funds Rate shall change on each
date that the Federal Funds Rate shall change. 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 to be agreed upon by the applicable Borrower and the Bank on or
before the date of such Loan and, in the absence of such agreement, will mature
on the earlier of three months after the date of such Loan or the last day of
the Facility Period. The term "FEDERAL FUNDS RATE," as used herein, shall mean
the overnight rate for Federal funds transactions between member banks of the
Federal Reserve System, as published by the Federal Reserve Bank of New York
or, if not so published, as determined in good faith by the Bank in accordance
with its customary practices; and the term "LONDON INTERBANK OFFERED RATE," as
used herein, shall mean the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor
page) as the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. London time two business days prior to the first day
of and for the interest period (of 7 or 14 days or one, two or three months as
selected by the Borrower(s)) for which the London Interbank Offered Rate is to
be in effect, as adjusted by the Bank in good faith and in accordance with its
customary practices for any reserve costs imposed on the Bank under Federal
Reserve Board Regulation D with respect to "EURO-CURRENCY LIABILITIES." The
London Interbank Offered Rate shall not be available hereunder for a Loan if it
would be unlawful for the Bank to make or maintain such Loan based on such rate
or if such rate does not, in the good faith judgment of the Bank, fairly
reflect the cost to the Bank of making or maintaining such Loan. The London
Interbank Offered Rate shall not be available for any interest period which, if
such rate were available, would begin after the occurrence and during the
continuation of an Event of Default (as defined below). Any past due principal
and/or accrued interest or fee shall bear interest at a rate per annum equal to
the aggregate of the Federal Funds Rate plus 1.50 percent (150 basis points),
but not to exceed the highest lawful rate, from the date any such payment was
due to, but excluding the date of payment in full thereof, and shall be payable
on demand. If the applicable Borrower does not affirmatively elect to have a
Loan or Loans bear interest based on the London Interbank Offered Rate at least
two business days prior to the first day of a possible interest period
applicable thereto, such Loan shall bear interest based on the Federal Funds
Rate until such election is affirmatively made.
4. ADVANCES, PAYMENTS, PREPAYMENTS AND READVANCES. Upon each Borrower's
request, and subject to the terms and conditions contained herein, the Bank
shall 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
USAA Mutual Fund, Inc., et al
January 10, 2002
Page 3
borrow, repay and reborrow Loans 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 the Bank prior to 2:00
p.m. Dallas time on the day such payment is due, or as the Bank 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). If any Loan
bearing interest based on the London Interbank Offered Rate is repaid or
prepaid other than on the last day of an interest period applicable thereto,
the Fund which is the beneficiary of such Loan shall pay to the Bank promptly
upon demand such amount as the Bank determines in good faith is necessary to
compensate the Bank for any reasonable cost or expense incurred by the Bank as
a result of such repayment or prepayment in connection with the reemployment of
funds in an amount equal to such repayment or prepayment. Whenever the Bank
seeks to assess for any such cost or expense it will provide a certificate as
the applicable Borrower shall reasonably request.
5. FACILITY FEE. Beginning with the date of this Agreement and until such
time as all Loans have been irrevocably repaid to the Bank in full, and the
Bank is no longer obligated to make Loans, each Fund (to be allocated among the
Funds as the Borrowers deem appropriate) severally shall pay to the Bank its
allocated share of a facility fee (the "FACILITY FEE") in an aggregate amount
equal to .09 of one percent (9 basis points) of the amount of the Commitment
(whether used or unused), as it may be reduced pursuant to SECTION 6. The
Facility Fee shall be payable quarterly in arrears beginning March 31, 2002,
and upon termination of the Facility (whether by acceleration or otherwise).
6. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENT. The Borrowers on
behalf of the applicable Funds shall have the right upon at least three (3)
business days prior written notice to the Bank, to terminate or reduce the
unused portion of the Commitment. Any such reduction of the Commitment shall be
in the amount of Five Million United States Dollars (U.S. $5,000,000) or any
larger integral multiple of One Million United States Dollars (U.S. $1,000,000)
(except that any reduction may be in the aggregate amount of the unused
Commitment). Accrued fees with respect to the terminated Commitment shall be
payable to the Bank on the effective date of such termination.
7. MANDATORY TERMINATION OF COMMITMENT. The Commitment shall automatically
terminate on the last day of the Facility Period and any Loans then outstanding
(together with accrued interest thereon and any other amounts owing hereunder)
shall be due and payable on such date.
8. COMMITTED FACILITY. The Bank acknowledges that the Facility is a
committed facility and that the Bank shall be obligated to make any Loan
requested during the Facility Period under this Agreement, subject to the terms
and conditions hereof; provided, however, that the Bank shall not be obligated
to make any Loan if this Facility has been terminated by the Borrowers, or to a
Borrower on behalf of a proposed borrowing Fund, if at the time of a request
for a Loan by such Borrower (on behalf of such applicable borrowing Fund) there
exists any Event of Default or condition which, with the passage
USAA Mutual Fund, Inc., et al
January 10, 2002
Page 4
of time or giving of notice, or both, would constitute or become an Event of
Default with respect to such Fund.
9. LOAN REQUESTS. Each request for a Loan (each a "BORROWING NOTICE")
shall be in writing by the applicable Borrower, except that such Borrower 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 which is borrowing such Loan, (iv) the
Fund(s) for whose benefit the Loan is being borrowed and the amount of the Loan
which is for the benefit of each such Fund, (v) whether such Loan shall bear
interest based on the Federal Funds Rate or the London Interbank Offered Rate,
and (vi) 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 the Bank by 1:00 p.m. Dallas time on the day the Loan is requested
to be made if such Loan is to bear interest based on the Federal Funds Rate or
by 10:00 a.m. Dallas time on the second business day before the Loan is
requested to be made if such Loan is to bear interest based on the London
Interbank Offered Rate.
Each Borrowing Notice shall constitute a representation to the Bank by the
applicable Borrower on behalf of the proposed borrowing Fund(s) of such
Borrower that all of the representations and warranties made by such Borrower
on behalf of the applicable borrowing Fund(s) of such Borrower 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 with respect
to such proposed borrowing Fund(s).
10. CONFIRMATIONS; CREDITING OF FUNDS; RELIANCE BY THE BANK. Upon receipt
by the Bank of a Borrowing Notice:
(a) The Bank shall send the 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 such Borrower;
(b) The Bank 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 as specified in EXHIBIT B to this Agreement or
as such Borrower shall otherwise specify to the Bank in a writing signed
by an Authorized Individual (as defined in SECTION 11) of such Borrower
and sent to the Bank via facsimile or telecopy; and
(c) The Bank shall make appropriate entries on the Note or the
records of the Bank to reflect the Terms of the Loan; provided, however,
that the failure to do so shall not affect the obligation of any borrowing
Fund.
The Bank 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
USAA Mutual Fund, Inc., et al
January 10, 2002
Page 5
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 the Bank thereof.
11. BORROWING RESOLUTIONS AND OFFICERS' CERTIFICATES; SUBORDINATION
AGREEMENT. Prior to the making of any Loan pursuant to this Agreement, the
Borrowers shall have delivered to the Bank (a) the duly executed Note, (b)
resolutions of each Borrower's Trustees or Board of Directors authorizing each
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, (d) a
subordination agreement in substantially the form set forth in EXHIBIT E to
this Agreement, and (e) the opinion of counsel to USAA Investment Management
Company, manager and advisor to the Borrowers, with respect to such matters as
the Bank may reasonably request.
12. REPRESENTATIONS AND WARRANTIES. In order to induce the Bank to enter
into this Agreement and to make the Loans provided for hereunder, each Borrower
hereby severally, makes on behalf of each of its respective 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. Such 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. Such Borrower has
furnished the Bank with certain financial statements of such Borrower with
respect to itself and the applicable Fund(s), 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 the Bank by such Borrower on behalf of the
applicable Fund(s) in connection with the transactions contemplated hereby
contain any untrue statement of a 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 such 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, as applicable, of such Borrower or of any
borrowing restric tions or prospectus or statement of additional
information of such Borrower or the applicable Fund(s), or of any
agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to such Borrower on
USAA Mutual Fund, Inc., et al
January 10, 2002
Page 6
behalf of the applicable Fund(s), or result in the creation of any mortgage,
lien, charge or encumbrance upon any of the properties or assets of the
applicable Fund(s) pursuant to any such term. Such Borrower is not in violation
of any term of its respective charter, by-laws or trust agreement, as
applicable, and such Borrower and the applicable Fund(s) 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. Such Borrower and the applicable Fund(s) 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. Such Borrower and the
applicable Fund(s) 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 Fund(s);
(e) LITIGATION. There is no action, suit or proceeding pending or, to
the best of such Borrower's knowledge, threatened against such Borrower or
the applicable Fund(s) in any court or before any arbitrator or
governmental body which seeks to restrain any of the transactions
contemplated by this Agreement or which could reasonably be expected to
have a material adverse effect on the assets or business operations of
such Borrower or the applicable Fund(s) or the ability of such applicable
Fund(s) to pay and perform their respective obligations hereunder and
under the Notes; and
(f)FUNDS' OBLIGATIONS FOR REPAYMENT. The assets of each Fund for
whose benefit Loans are borrowed by the applicable Borrower are subject to
and liable for such Loans. The Bank may only seek repayment from the
assets of the Fund of a Borrower that obtained a Loan, and may not seek
repayment of that Loan from the assets of any other Fund of that Borrower.
13. AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts
of principal interest and other sums due to the Bank by a Borrower pursuant to
any Loan made to such Borrower for the benefit of the applicable Fund(s) is
irrevocably paid in full, and until the Bank is no longer obligated to make
Loans to such Borrower for the benefit of the applicable Fund(s), such Borrower
(on behalf of its respective Fund(s)) severally agrees:
(a) To deliver to the Bank 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 Fund(s), 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 the Bank 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 Fund(s),
USAA Mutual Fund, Inc., et al
January 10, 2002
Page 7
Statements of Assets and Liabilities, Statements 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 Fund's
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 the Bank 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 or the applicable Fund(s) to perform their respective
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;
(e)To promptly notify the Bank of any litigation, threatened legal
proceeding or investigation by a governmental authority which could
reasonably be expected to materially affect the ability of any applicable
Fund to promptly repay the outstanding Loans made for its benefit
hereunder or the ability of such Borrower or the applicable Fund(s) to
otherwise perform their respective 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 the Bank, 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 the Bank, which may be made by the Bank from
time to time in the event the Bank in good faith believes that there has
been a material adverse change in the capital markets generally, to
deliver to the Bank, within two business days after any 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, interest and other sums due to the Bank by a Borrower pursuant to
any Loan made to such Borrower for the benefit of the applicable Fund(s) is
irrevocably paid in full, and until the Bank is no longer obligated to make
Loans to such Borrower for the benefit of the applicable Fund, such Borrower
(on behalf of its respective Fund(s)) severally agrees:
(a) Not to incur any indebtedness for borrowed money (other than
pursuant to a $400,000,000 committed master revolving credit facility with
USAA Capital Corporation (the "OTHER FACILITY") and overdrafts incurred at
the custodian of the Funds from time to time in the
USAA Mutual Fund, Inc., et al
January 10, 2002
Page 8
ordinary course of business) except the Loans, without the prior written
consent of the Bank, 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 the Bank, which consent will not be unreasonably withheld;
provided that a Borrower or Fund 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 shall not constitute an Event of Default with respect to
any other Fund):
(a) A 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 the Facility Fee, at a date fixed for the payment thereof;
(b) A 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 to the applicable Borrower on behalf of such Fund by the Bank;
(c) A Fund shall default in the performance of or compliance with any
term contained in SECTION 14 hereof;
(d) A 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
to the applicable Borrower on behalf of such Fund by the Bank;
(e)Any representation or warranty made by or on behalf of a Fund
herein or pursuant hereto shall prove to have been false or incorrect in
any material respect when made;
(f) USAA Investment Management Company or any successor manager or
investment adviser, provided that such successor is a wholly-owned
subsidiary of USAA Capital Corporation, shall cease to be the manager and
investment advisor of a Fund; or
(g) An event of default shall occur and be continuing under the Other
Facility with respect to a Fund;
then, in any event, and at any time thereafter, if any Event of Default shall
be continuing, the Bank may by written notice to the applicable Borrower (i)
terminate its commitment to make any Loan hereunder to such Borrower with
respect to such Fund, whereupon said commitment shall forthwith terminate
without
USAA Mutual Fund, Inc., et al
January 10, 2002
Page 9
any other notice of any kind and (ii) declare the principal and interest in
respect of any outstanding Loans with respect to such Fund, and all other
amounts due hereunder with respect to such 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 on behalf of the applicable Funds.
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 the Bank, 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 the Bank (which amended SCHEDULE A and EXHIBIT B shall
replace the SCHEDULE A and EXHIBIT B which are then a part of this
Agreement) and such other documents as the Bank may reasonably request,
become a party to this Agreement and may become a "BORROWER" hereunder;
and
(b) A Borrower may, by submitting an amended SCHEDULE A and EXHIBIT B
to this Agreement to the Bank (which amended SCHEDULE A and EXHIBIT B
shall replace the SCHEDULE A and EXHIBIT B 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 consent
of the Bank.
17. LIMITED RECOURSE. The Bank 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, the Bank may proceed to protect and enforce its rights
by an action at law, suit in equity or other appropriate proceedings, against
the applicable Borrower on behalf of the applicable defaulting 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)
severally shall pay to the Bank such further amount as shall be
USAA Mutual Fund, Inc., et al
January 10, 2002
Page 10
sufficient to cover the cost and expense of collection, including, without
limitation, reasonable attorney's fees and expenses from the relevant Fund.
19. NO WAIVER OF REMEDIES. No course of dealing or failure or delay on the
part of the Bank 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 the
Bank would otherwise have.
20. EXPENSES. Each of the Funds severally shall pay on demand all
reasonable out-of-pocket costs and expenses (including reasonable attorney's
fees and expenses) incurred by the Bank in connection with the collection and
any other enforcement proceedings of or regarding this Agreement, any Loan or
the Note against such Fund.
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. The Bank may not sell
participations and subparticipations in all or any part of the Loans made
hereunder without the prior consent of the Borrowers, which consent shall not
be unreasonably withheld.
22. NOTICES. All notices hereunder and all written, facsimiled or
telecopied confirmations of Oral Requests made hereunder shall be sent to the
Borrowers as indicated on EXHIBIT B and to the Bank as indicated on EXHIBIT C.
Written communications shall be deemed to have been duly given and made as
follows: If sent by mail, seventy-two (72) hours after deposit in the mail with
first-class postage prepaid, addressed as provided in EXHIBIT B (the Borrowers)
and EXHIBIT C (the Bank); and in the case of facsimile or telecopy, when the
facsimile or telecopy is received if on a business day or otherwise on the next
business day.
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. INCREASED COST AND REDUCED RETURN. If at any time after the date
hereof, the Bank (which shall include, for purposes of this Section, any
corporation controlling the Bank) determines that the adoption or modification
of any applicable law regarding the Bank's required levels of reserves, other
than the reserve requirement taken into account when computing the London
Interbank Offered Rate as provided in SECTION 3, or capital (including any
allocation of capital requirements or conditions), or similar requirements, or
any interpretation or administration thereof by a governmental body or
compliance by the Bank with any of such requirements, has or would have the
effect of (a) increasing the Bank's costs
USAA Mutual Fund, Inc., et al
January 10, 2002
Page 11
relating to the Loans, or (b) reducing the yield or rate of return of the Bank
on the Loans, to a level below that which the Bank could have achieved but for
the adoption or modification of any such requirements, the Funds (to be
allocated among the Funds as the Borrowers deem appropriate) severally shall,
within fifteen (15) days of any request by the Bank, pay to the Bank such
additional amounts as (in the Bank's sole judgment, after good faith and
reasonable computation) will compensate the Bank for such increase in costs or
reduction in yield or rate of return of the Bank. Whenever the Bank shall seek
compensation for any increase in costs or reduction in yield or rate of return,
the Bank shall provide a certificate as the Borrower(s) shall reasonably
request. Failure by the Bank to demand payment within 90 days of any additional
amounts payable hereunder shall constitute a waiver of the Bank's right to
demand payment of such amounts at any subsequent time. Nothing herein contained
shall be construed or so operate as to require the Funds to pay any interest,
fees, costs or charges greater than is permitted by applicable law.
25. 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. Chapter 346 of the Texas Finance Code
shall not apply to this Agreement or the Loans made hereunder.
26. 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 (not in their individual capacities, but on behalf of and
for the benefit of their respective Funds listed on SCHEDULE A hereto) and the
Bank.
Sincerely,
BANK OF AMERICA, N.A.
By: /S/ XXXX X'XXXXX
-------------------
Xxxx X'Xxxxx, Managing Director
[REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGE(S) FOLLOW].
Signature to the Facility Agreement Letter dated January 10, 2002, between USAA
Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA
State Tax-Free Trust (not in their individual capacities, but on behalf of and
for the benefit of the series of funds set forth on SCHEDULE A hereto) and Bank
of America, N.A.
AGREED AND ACCEPTED:
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/ XXXXXXXXXXX X. XXXXX
---------------------------
Xxxxxxxxxxx X. Xxxxx, 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/ XXXXXXXXXXX X. XXXXX
----------------------------
Xxxxxxxxxxx X. Xxxxx, 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/ XXXXXXXXXXX X. XXXXX
------------------------
Xxxxxxxxxxx X. Xxxxx, 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/ XXXXXXXXXXX X. XXXXX
-------------------------
Xxxxxxxxxxx X. Xxxxx, President.
SCHEDULE A
FUNDS FOR WHOSE BENEFIT LOANS CAN BE BORROWED
UNDER FACILITY AGREEMENT AND BORROWING LIMIT
BORROWER FUNDS MAXIMUM PERCENT OF THE TOTAL ASSETS
WHICH CAN BE BORROWED UNDER FACILITY
AGREEMENT AND OTHER FACILITY
USAA Mutual Fund, Inc. USAA Aggressive Growth 25%
USAA Growth & Income 25
USAA Income Stock 25
USAA Short-Term Bond 25
USAA Money Market 25
USAA Growth 25
USAA Income 25
USAA S&P 500 Index 25
USAA Science & Technology 25
USAA First Start Growth 25
USAA High Yield Opportunities 25
USAA Intermediate-Term Bond 25
USAA Small Cap Stock 25
USAA Extended Market Index 25
USAA Nasdaq-100 Index 25
USAA Global Titans Index 25
USAA Capital Growth 25
USAA Value 25
USAA Investment Trust USAA Cornerstone Strategy 25
USAA Gold 25
USAA International 25
USAA World Growth 25
USAA GNMA Trust 25
USAA Treasury Money Market Trust 25
USAA Emerging Markets 25
USAA Growth and Tax Strategy 25
USAA Growth Strategy 25
USAA Income Strategy 25
USAA Balanced Strategy 25
USAA Tax Exempt Fund, Inc.USAA Long-Term 15
USAA Intermediate-Term 15
USAA Short-Term 15
USAA Tax Exempt Money Market 15
USAA California Bond 15
USAA California Money Market 15
USAA New York Bond 15
USAA New York Money Market 15
USAA Xxxxxxxx Xxxx 15
SCHEDULE A
USAA Virginia Money Market 15
USAA State Tax-Free Trust USAA Florida Tax-Free Income 15
USAA Florida Tax-Free Money Market 15
SCHEDULE A
EXHIBIT A
MASTER GRID PROMISSORY NOTE
U.S. $100,000,000 Dated: January 10, 2002
FOR VALUE RECEIVED, each of the undersigned (each a "BORROWER" and
collectively the "BORROWERS"), severally and not jointly, and not in their
individual capacities, but 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 BANK OF AMERICA, N.A. (the "BANK") at the Bank's office located at
000 Xxxx Xxxxxx, Xxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000, in lawful money of the
United States of America, in immediately available funds, the principal amount
of all Loans made by the Bank to such Borrower for the benefit of the
applicable Funds under the Facility Agreement Letter dated January 10, 2002 (as
amended or modified, the "AGREEMENT"), among the Borrowers and the Bank,
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.
The Bank 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 the Bank 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.
The Bank 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.
This Note shall be governed by the laws of the state of Texas.
[REMAINDER OF PAGE INTENTIONALLY BLANK.
EXHIBIT A
SIGNATURE PAGE(S) FOLLOW].
EXHIBIT A
Signature to the Master Grid Promissory Note dated January 10, 2002, by USAA
Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA
State Tax-Free Trust (not in their individual capacities, but on behalf of and
for the benefit of the series of funds set forth on SCHEDULE A to the
Agreement) payable to Bank of America, N.A.
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/ XXXXXXXXXXX X. XXXXX
-------------------------
Xxxxxxxxxxx X. Xxxxx, 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/ XXXXXXXXXXX X. XXXXX
--------------------------
Xxxxxxxxxxx X. Xxxxx, 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/ XXXXXXXXXXX X. XXXXX
--------------------------
Xxxxxxxxxxx X. Xxxxx, 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/ XXXXXXXXXXX X. XXXXX
---------------------------
Xxxxxxxxxxx X. Xxxxx, President.
LOANS AND PAYMENT OF PRINCIPAL
This schedule (grid) is attached to and made a part of the Promissory Note
dated January 10, 2002, executed severally and not jointly by USAA MUTUAL FUND,
INC., USAA INVESTMENT TRUST, USAA TAX EXEMPT FUND, INC., and USAA STATE
TAX-FREE TRUST (not in their individual capacities, but on behalf of and for
the benefit of the series of funds comprising each such Borrower) payable to
the order of BANK OF AMERICA, N.A.
[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 A
EXHIBIT B
BORROWER INFORMATION SHEET
BORROWERS: 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 BORROWERS:
0000 Xxxxxxxxxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000 (for Federal Express, 78240)
Attention: Xxxxxxx X. Xxxxxxxx
Senior Vice President, Fixed Income
Investments (USAA)
Telephone: (000) 000-0000
Cellphone: (000) 000-0000
Telecopy: (000) 000-0000
e-mail: xxx.xxxxxxxx@xxxx.xxx
Xxxxx X. Xxxxxxx
Senior Vice President, Equity Investments
(USAA)
Telephone: (000) 000-0000
Cellphone: (000) 000-0000
Telecopy: (000) 000-0000
e-mail: xxxxx.xxxxxxx@xxxx.xxx
ADDRESS FOR BORROWING AND PAYMENTS:
0000 Xxxxxxxxxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000 (for Federal Express, 78240)
Attention: Xxxxxxx Xxxxxxx, Xx.
Assistant Vice President, Mutual Fund
Accounting and Administration (USAA)
Telephone: (000) 000-0000
Telecopy: (000) 000-0000 or 498-7819
Telex: 767424
e-mail: xxx.xxxxxxx@xxxx.xxx.
EXHIBIT B
INSTRUCTIONS FOR PAYMENTS TO BORROWER:
WE PAY VIA: X FED FUNDS CHIPS.
EXHIBIT B
TO: (PLEASE PLACE BANK NAME, CORRESPONDENT NAME (IF APPLICABLE), CHIPS AND/OR
FED FUNDS ACCOUNT NUMBER BELOW)
USAA MUTUAL FUND, INC.
STATE STREET BANK AND TRUST COMPANY, BOSTON, MASSACHUSETTS
ABA #000000000
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 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 Nasdaq-100 Index Fund Acct.# 0000-000-0
USAA Global Titans Index Fund Acct. # 0000-000-0
USAA Capital Growth Fund Acct. # 0000-000-0
USAA Value Fund Acct. # 0000-000-0
BANKERS TRUST COMPANY, NEW YORK, NEW YORK.
EXHIBIT B
ABA #000000000
USAA S&P 500 Index Fund Acct.# 096699
THE CHASE MANHATTAN BANK, NEW YORK, NEW YORK
ABA #000000000
USAA Extended Market Index Fund Acct.# P83544
USAA INVESTMENT TRUST
STATE STREET BANK AND TRUST COMPANY, BOSTON, MASSACHUSETTS
ABA #000000000
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 Growth Strategy Fund Acct.# 0000-000-0
USAA Income Strategy Fund Acct.# 0000-000-0
USAA Balanced Strategy Fund Acct.# 0000-000-0
USAA TAX EXEMPT FUND, INC.
XXXXX XXXXXX XXXX XXX XXXXX XXXXXXX, XXXXXX, XXXXXXXXXXXXX
EXHIBIT B
ABA #000000000
USAA 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
STATE STREET BANK AND TRUST COMPANY, BOSTON, MASSACHUSETTS
ABA #000000000
USAA Florida Tax-Free Income Fund Acct.# 0000-000-0
USAA Florida Tax-Free Money Market Fund Acct.# 0000-000-0
EXHIBIT B
EXHIBIT C
ADDRESS FOR THE BANK
Bank of America, N.A.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxx X'Xxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
EXHIBIT C
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 (each a "BORROWER" and collectively the "BORROWERS"), and
that he is authorized to execute this Certificate on behalf of the Borrowers.
The undersigned hereby further certifies to the following:
Any one of the President and Chief Executive Officer of United Services
Automobile Association ("USAA"), the Senior Vice President-Chief Financial
Officer/Corporate Treasurer of USAA, or the Senior Vice President-Corporate
Finance and Assistant Treasurer of USAA, TOGETHER with either the Treasurer or
Assistant Treasurer of the Borrowers, are duly authorized to act on behalf of
the Borrowers, by transmitting telephonic, electronic mail, telex, or telecopy
instructions and other communications with regard to borrowings and payments
pursuant to the Facility Agreement Letter dated January 10, 2002, with Bank of
America, N.A. The signature set opposite the name of each individual below is
that individual's genuine signature.
NAME OFFICE SIGNATURE
Xxxxxx X. Xxxxx President and Chief Executive
Officer of USAA /S/XXXXXX X. XXXXX
----------------------
Xxxxx Xxxxxx, Xx. Senior Vice President-Chief
Financial Officer/Corporate
Treasurer of USAA /S/XXXXX XXXXXX, XX.
----------------------
Xxxxx X. XxXxxxxxx Senior Vice President-Corporate
Finance and Assistant Treasurer
of USAA /S/XXXXX X. XXXXXXXXX
----------------------
Xxxxx X. Xxxxxx Treasurer of the Borrowers
Xxxxxxx Xxxxxxx, Xx. Assistant Treasurer of the
Borrowers /S/XXXXXXX XXXXXXX, XX.
-----------------------
IN WITNESS WHEREOF, I have executed the Certificate as of this 10th day of
January, 2002.
/S/ XXXXXXX X. XXXXXX
----------------------------
Xxxxxxx X. Xxxxxx, Secretary
I, Xxxxxxxxxxx X. Xxxxx, President of the Borrowers 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 the Borrowers
and that the signature set forth above is his true and correct signature.
DATE: January 10, 2002
/S/ XXXXXXXXXXX X. XXXXX
-------------------------------
Xxxxxxxxxxx X. Xxxxx, President
EXHIBIT D
[BANK OF AMERICA LOGO]
SUBORDINATION EXHIBIT E
Bank of America, N.A. AGREEMENT
-------------------------------------------------------------------------------
THIS IS AN AGREEMENT AMONG: DATED: January 10, 2002
===============================================================================
NAME AND ADDRESS
OF LENDER NAME AND ADDRESS NAME AND ADDRESS OF
(INCLUDING COUNTY): OF BORROWER: CREDITOR:
Bank of America, N.A. USAA Mutual Fund, Inc. USAA Capital Corporation
000 Xxxx Xxxxxx XXXX Investment Trust 0000 Xxxxxxxxxxxxxx Xxxx
Xxxxxx, Xxxxxx Xxxxxx, XXXX Tax Exempt Fund, Inc. Xxx Xxxxxxx, Xxxxx 00000
Xxxxx 00000 XXXX State Tax-Free Trust
(LENDER) (Each on behalf of the Funds
listed on Schedule A to the
Senior Facility Agreement (CREDITOR)
defined below)
0000 Xxxxxxxxxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000
(EACH SUCH FUND A DEBTOR)
===============================================================================
1. BACKGROUND. Debtor is or may be indebted to Lender pursuant to that certain
Facility Agreement Letter dated January 10, 2002, between Debtor and Lender
("Senior Facility Agreement"). Debtor also is or may be indebted to
Creditor pursuant to that certain Facility Agreement Letter dated January
9, 2002, between Debtor and Creditor ("Subordinated Facility Agreement").
All debt (as hereinafter defined) of a Debtor under the Senior Facility
Agreement is hereinafter referred to as "senior debt" and all debt (as
hereinafter defined) of a Debtor under the Subordinated Facility Agreement
is hereinafter referred to as "subordinated debt".
2. DEFINITION OF DEBT. The term "debt" as used in the terms "senior debt" and
"subordinated debt" means all debts, obligations and liabilities, now or
hereafter existing, direct or indirect, absolute or contingent, joint or
several, secured or unsecured, due or not due, contractual or tortious,
liquidated or unliquidated, arising by operation of law or otherwise,
irrespective of the person in whose favor such debt may originally have
been created and regardless of the manner in which such debt has been or
may hereafter be acquired by Lender or Creditor, as the case may be, and
includes all costs incurred to obtain, preserve, perfect or enforce any
security interest, lien or mortgage, or to collect any debt or to maintain,
preserve, collect and enforce any collateral, and interest on such amounts.
3. SUBORDINATION OF DEBT. Until senior debt has been paid in full, Debtor will
not pay and Creditor will not accept any payment on subordinated debt at
any time that an Event of Default (as defined in the Senior Facility
Agreement) has occurred and is continuing in respect of senior debt.
Anything of value received by Creditor on account of subordinated debt in
violation of this agreement will be held by Creditor in trust and
immediately will be turned over to Lender in the form received to be
applied by Lender on senior debt.
4. REMEDIES OF CREDITOR. Until all senior debt has been paid in full, without
Lender's permission, Creditor will not be a party to any action or
proceeding against any person to recover subordinated debt. Upon written
request of Lender, Creditor will file any claim or proof of claim or take
any other action to collect subordinated debt in any bankruptcy,
receivership, liquidation, reorganization or other proceeding for relief of
debtors or in connection with Debtor's insolvency, or in liquidation or
marshaling of Debtor's assets or liabilities, or in any probate proceeding,
and if any distribution shall be made to Creditor, Creditor will hold the
same in trust for Lender and immediately pay to Lender, in the form
received to be applied on senior debt, all money or other assets received
in any such proceedings on account of subordinated debt until senior debt
shall have been paid in full. If Creditor shall fail to take any such
action when requested by Lender, Lender may enforce this agreement or as
attorney in fact for Creditor and Debtor may take any such action on
Creditor's behalf. Creditor hereby irrevocably appoints Lender Creditor's
attorney in fact to take any such action that Lender might request Creditor
to take hereunder, and to xxx for, compromise, collect and receive all such
money and other assets and take any other action in Lender's own name or in
Creditor's name that Lender shall consider advisable for enforcement and
collection of subordinated debt, and to apply any amounts received on
senior debt.
5. MODIFICATIONS. At any time and from time to time, without Creditor's
consent or notice to Creditor and without liability to Creditor and without
releasing or impairing any of Lender's rights against Creditor or any of
Creditor's obligations hereunder, Lender may take additional or other
security for senior debt; release, exchange, subordinated or lose any
security for senior debt; release any person obligated on senior debt,
modify, amend or waive compliance with any agreement relating to senior
debt; grant any adjustment, indulgence or forbearance to, or compromise
with, any person liable for senior debt; neglect, delay, omit, fail or
refuse to take or prosecute any action for collection of any senior debt or
to foreclose upon any collateral or take or prosecute any action on any
agreement securing any senior debt.
6. SUBORDINATION OF LIENS. Creditor subordinates and makes inferior to any
security interests, liens or mortgages now or hereafter securing senior
debt all security interests, liens, or mortgages now or hereafter securing
subordinated debt. Any foreclosure against any property securing senior
debt shall foreclose, extinguish and discharge all security interests,
liens and mortgages securing subordinated debt, and any purchaser at any
such foreclosure sale shall take title to the property so sold free of all
security interest, liens and mortgages securing subordinated debt.
7. STATEMENT OF SUBORDINATION; ASSIGNMENT BY CREDITOR; ADDITIONAL INSTRUMENTS.
Debtor and Creditor will cause any instrument evidencing or securing
subordinated debt to bear upon its face a statement that such instrument is
subordinated to senior debt as set forth herein and will take all actions
and execute all documents appropriate to carry out this agreement. Creditor
will notify Lender not less than 10 days before any assignment of any
subordinated debt.
8. ASSIGNMENT BY LENDER. Lender's rights under this agreement may be assigned
in connection with any assignment or transfer of any senior debt.
9. VENUE. Debtor and Creditor agree that this agreement is performable in the
county of Lender's address set out above.
10. CUMULATIVE RIGHTS; WAIVERS. This instrument is cumulative of all other
rights and securities of the Lender. No waiver by Lender of any right
hereunder, with respect to a particular payment, shall affect or impair its
rights in any matters thereafter occurring.
11. SUCCESSORS AND ASSIGNS. This instrument is binding upon and shall inure to
the benefit of the heirs, executors, administrators, successors and assigns
of each of the parties hereto, but Creditor covenants that it will not
assign subordinated debt, or any part thereof, without making the rights
and interests of the assignee subject in all respects to the terms of this
instrument.
12. TERMINATION. This agreement shall terminate upon the termination of the
Senior Facility Agreement and repayment in full of the senior debt.
(LENDER) (EACH SUCH FUND A DEBTOR) (CREDITOR)
Bank of America, N.A. USAA Mutual Fund, Inc. USAA Capital Corporation
USAA Investment Trust
USAA Tax Exempt Fund, Inc.
USAA State Tax-Free Trust
By /S/ XXXX X'XXXXX By /S/ XXXXXXXXXXX X. XXXXX By /S/ XXXXX X. XXXXXXXXX
---------------- ------------------------ ----------------------
Xxxx X'Xxxxx, its Xxxxxxxxxxx X. Xxxxx, Xxxxx X. XxXxxxxxx,
Managing Director its President its SVP -Treasurer
EXHIBIT E
Exhibit 8(c)
[USAA EAGLE LOGO] USAA CAPITAL CORPORATION
------------------------------------------------------------
January 09, 2002
USAA Mutual Fund, Inc.,
USAA Investment Trust,
USAA Tax Exempt Fund, Inc.,
USAA State Tax-Free Trust, and
USAA Life Investment Trust, not in their individual capacities but 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: Xxxxxxxxxxx X. Xxxxx, President
Xxxxx X. Xxxxxxxxx, 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"), agrees to make during the period commencing
January 09, 2002 and ending January 08, 2003 (the "FACILITY PERIOD") to USAA
Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., USAA
State Tax-Free Trust and USAA Life Investment 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 not in its individual capacity, but 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"). This Agreement replaces in its
entirety that certain Facility Agreement Letter dated January 10, 2001, as
heretofore amended or modified, between the Borrowers and CAPCO. CAPCO and the
Borrowers hereby agree as follows:
1. AMOUNT. The aggregate principal amount of the Loans to be advanced
under this Facility shall not exceed, at any one time outstanding, Four Hundred
Million United States Dollars (U.S. $400,000,000) (the "COMMITMENT"). The
aggregate principal amount of the Loans which may be borrowed by a Borrower for
the benefit of a particular Fund under the Facility and the Other Facility
(hereinafter defined) shall not exceed the percentage (the "BORROWING LIMIT")
of the total assets of such Fund as set forth on SCHEDULE A hereto.
0000 Xxxxxxxxxxxxxx Xxxx, X0X, Xxx Xxxxxxx, Xxxxx 00000
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 and 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 and/or a loan outstanding under the Other Facility for the
benefit of such Fund, if the aggregate amount of such Loan and such other loan
exceeds 5% of the total assets of such Fund. The Borrowers will not, and will
not permit any Fund to, directly or indirectly, use any proceeds of any Loan
for any purpose which would violate any provision of any applicable statute,
regulation, order or restriction
3. BORROWING RATE AND MATURITY OF LOANS. CAPCO shall make Loans to a
Borrower and the principal amount of each Loan outstanding from time to time
shall bear interest from the date each such Loan is made to, but excluding the
date of payment in full thereof, 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 on or before
the date of such Loan. 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, as to the investment
companies except USAA Life Investment Trust, if the CAPCO rate exceeds the rate
at which a Borrower could obtain funds pursuant to the Bank of America, N.A.
("Bank of America") 364-day committed $100,000,000 Master Revolving Credit
Facility, the Borrower will in the absence of predominating circumstances,
borrow from Bank of America. 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 1.5 percent ( 150 basis points) but not to exceed the highest
lawful rate, from the date of any such payment was due, but excluding the date
of payment in full thereof, 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 shall
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 borrow, repay and
reborrow Loans 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 2:00 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).
2
5. FACILITY FEE. Beginning with the date of this Agreement and until such
time as all Loans have been irrevocably repaid to CAPCO in full, and CAPCO is
no longer obligated to make Loans, each Fund (to be allocated among the Funds
as the Borrowers deem appropriate) severally shall pay to CAPCO its allocated
share of a facility fee (the "FACILITY FEE"). The Facility Fee will be the
Borrowers' assessed proportionate share of CAPCO's operating expenses related
to obtaining/maintaining CAPCO's funding programs. The expense will be
allocated by CAPCO to the Borrower's and to the other CAPCO borrowers (CAPCO
affiliates and subsidiaries) based on the Borrowers' Commitment (as it may be
reduced pursuant to Section 6) as a percentage of the total amount of borrowing
authorized for all CAPCO borrowers. In no event will the Facility Fee exceed
..08 of one percent (8 basis points) of the amount of the commitment, nor will
it exceed the fee charged any other CAPCO affiliates and subsidiaries under
similar loan arrangements. The Facility Fee shall be payable quarterly in
arrears beginning March 31, 2002, and upon termination of the Facility (whether
by acceleration or otherwise).
6. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENT. The Borrowers on
behalf of the applicable Funds shall have the right upon at least three (3)
business days prior written notice to CAPCO, to terminate or reduce the unused
portion of the Commitment. Any such reduction of the Commitment shall be in the
amount of Five Million United States Dollars (U.S. $5,000,000) or any larger
integral multiple of One Million United States Dollars (U.S. $1,000,000)
(except that any reduction may be in the aggregate amount of the unused
Commitment). Accrued fees with respect to the terminated Commitment shall be
payable to CAPCO on the effective date of such termination.
7. MANDATORY TERMINATION COMMITMENT. The Commitment shall automatically
terminate on the last day of the Facility Period and any Loans then outstanding
(together with accrued interest thereon and any other amounts owing hereunder)
shall be due and payable on such date.
8. COMMITTED FACILITY. CAPCO acknowledges that the Facility is a committed
facility and that CAPCO shall be obligated to make any Loan requested during
the Facility Period under this Agreement, subject to the terms and conditions
hereof; provided, however, that CAPCO shall not be obligated to make any Loan
if this Facility has been terminated by the Borrowers, or to a Borrower on
behalf of a proposed borrowing Fund, if at the time of a request for a Loan by
a Borrower (on behalf of such applicable borrowing Fund) 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 Fund.
9. LOAN REQUESTS. Each request for a Loan (each a "BORROWING NOTICE")
shall be in writing by the applicable Borrower, except that such Borrower 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 which is borrowing such Loan (iv) the
Fund(s)
3
for whose benefit the Loan is being borrowed and the amount of the Loan which
is for the benefit of each such Fund, (v) whether such Loan shall bear interest
based on the Federal Funds Rate or the London Interbank Offered Rate, and (vi)
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 if such
Loan is to bear interest based on the Federal Funds Rate or by 10:00 a.m. San
Antonio time on the second business day before the Loan is requested to be made
if such Loan is to bear interest based on the London Interbank Offered Rate.
Each Borrowing Notice shall constitute a representation to CAPCO by the
applicable Borrower on behalf of the proposed borrowing Fund(s) of such
Borrower that all of the representations and warranties made by such Borrower
on behalf of the applicable borrowing Fund(s) of such Borrower 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 with respect
to such borrowing Fund(s).
10. CONFIRMATIONS; CREDITING OF FUNDS; RELIANCE BY CAPCO. Upon receipt by
CAPCO of a Borrowing Notice:
(a) CAPCO shall send the 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 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 as specified in EXHIBIT B to this Agreement or as such
Borrower shall otherwise specify to CAPCO in a writing signed by an Authorized
Individual (as defined in SECTION 11) of such Borrower and sent to CAPCO via
facsimile or telecopy; and
(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 borrowing Fund.
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.
4
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 each 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 severally makes on behalf of, each of its respective 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. Such 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. Such Borrower has
furnished CAPCO with certain financial statements of such Borrower with respect
to itself and the applicable Fund(s), 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 on behalf of the applicable Fund(s) in connection with the
transactions contemplated hereby contain any untrue statement of a 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 such 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, as applicable of such Borrower, or of any borrowing restrictions or
prospectus or statement of additional information of such Borrower or the
applicable Fund(s), or of any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to such Borrower on behalf
of the applicable Fund(s), or result in the creation of any
5
mortgage, lien, charge or encumbrance upon any of the properties or assets of
the applicable Fund(s) pursuant to any such term. Such Borrower is not in
violation of any term of its respective charter, by-laws or trust agreement, as
applicable and such Borrower and the applicable Fund(s) 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. Such Borrower and the applicable Fund(s) 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. Such Borrower and the applicable Fund(s) 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 Fund(s);
(e) LITIGATION. There is no action, suit or proceeding pending or, to
the best of each Borrower's knowledge, threatened against such Borrower or the
applicable Fund(s) in any court or before any arbitrator or governmental body
which seeks to restrain any of the transactions contemplated by this Agreement
or which could reasonably be expected to have a material adverse effect on the
assets or business operations of such Borrower or the applicable Fund(s) or the
ability of such applicable Fund(s) to pay and perform their respective
obligations hereunder and under the Notes; and
(f) FUNDS' OBLIGATION FOR REPAYMENT. The assets of each Fund for
whose benefit Loans are borrowed by the applicable Borrower are subject to and
liable for such Loans. CAPCO may only seek repayment from the assets of the
Fund of a Borrower that obtained a Loan, and may not seek repayment of that
Loan from the assets of any other Fund of that Borrower.
13. AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts
of principal, interest and other sums due to CAPCO by a Borrower pursuant to
any Loan made to such Borrower for the benefit of the applicable Fund(s) is
irrevocably paid in full, and until CAPCO is no longer obligated to make Loans
to such Borrower for the benefit of the applicable Fund(s), such Borrower (on
behalf of its respective Fund(s)) severally 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 Fund(s), 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 Fund(s), Statements of Assets and Liabilities, Statement of
Operations and Statements
6
of Changes in Net Assets of each applicable Fund as of the end of such
semiannual period, as set forth in each applicable Fund's 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 or
the applicable Fund(s) to perform their respective 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;
(e) To promptly notify CAPCO of any litigation, threatened legal
proceeding or investigation by a governmental authority which could reasonably
be expected to materially affect the ability of any applicable Fund to promptly
repay the outstanding Loans made for its benefit hereunder or the ability of
such Borrower or the applicable Fund(s) to otherwise perform their respective
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 any 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, interest and other sums due to CAPCO by a Borrower pursuant to any
Loan made to such Borrower for the benefit of the applicable Fund(s) is
irrevocably paid in full, and until CAPCO is no longer obligated to make Loans
to such Borrower for the benefit of the applicable Fund, such Borrower (on
behalf of its respective Fund(s)) severally agrees:
(a) Not to incur any indebtedness for borrowed money (other than
pursuant to a $100,000,000 committed master revolving credit facility with Bank
of America (the "OTHER
7
FACILITY") and overdrafts incurred at the custodian of the Funds from time to
time in the ordinary 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 or Fund 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 shall not constitute an Event of Default with respect to
any other Fund):
(a) A 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) A 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 to the applicable Borrower on behalf of such Fund by CAPCO;
(c) A Fund shall default in the performance of or compliance with any
term contained in SECTION 14 hereof;
(d) A 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 to
the applicable Borrower on behalf of such Fund by CAPCO;
(e) Any representation or warranty made by or on behalf of a Fund
herein or pursuant hereto shall prove to have been false or incorrect in any
material respect when made;
(f) USAA Investment Management Company or any successor manager or
investment adviser, provided that such successor is a wholly-owned subsidiary
of CAPCO, shall cease to be the manager and investment advisor of a Fund; or
(g) An event of default shall occur and be continuing under any other
facility with respect to a Fund;
8
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 (i)
terminate its commitment to make Loans hereunder to such Borrower with respect
to such Fund, whereupon said commitment shall forthwith terminate without any
other notice of any kind and (ii) declare the principal and interest in respect
of any outstanding Loans with respect to such Fund, and all other amounts due
hereunder with respect to such 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 on behalf of the applicable Funds.
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 SCHEDULE A and
EXHIBIT B 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
(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 SCHEDULE A and EXHIBIT B 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 consent 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).
9
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 on behalf of the applicable defaulting 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) severally
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 from the relevant Fund.
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. Each of the Funds severally 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 against such Fund.
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, facsimiled 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.
Written communications shall be deemed to have been duly given and made as
follows: If sent by mail, seventy-two (72) hours after deposit in the mail with
first-class postage prepaid, addressed as provided in EXHIBIT B (the Borrowers)
and EXHIBIT C (CAPCO); and in the case of facsimile or telecopy, when the
facsimile or telecopy is received if on a business day or otherwise on the next
business day.
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.
10
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. Chapter 346 of the Texas Finance Code
shall not apply to this Agreement or the Loans made hereunder.
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, not in their individual capacity, but on behalf of
their respective Funds listed on SCHEDULE A hereto, and CAPCO.
Sincerely,
USAA CAPITAL CORPORATION
By: /S/ XXXXX X. XXXXXXXXX
------------------------
Xxxxx X. XxXxxxxxx
Senior Vice President-Treasurer
AGREED AND ACCEPTED this 09th day of January, 2002.
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/ XXXXXXXXXXX X. XXXXX
--------------------------
Xxxxxxxxxxx X. Xxxxx
President
11
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/ XXXXXXXXXXX X. XXXXX
--------------------------
Xxxxxxxxxxx X. Xxxxx
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/ XXXXXXXXXXX X. XXXXX
--------------------------
Xxxxxxxxxxx X. Xxxxx
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/ XXXXXXXXXXX X. XXXXX
--------------------------
Xxxxxxxxxxx X. Xxxxx
President
USAA LIFE 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/ XXXXX X. XXXXXXXXX
--------------------------
Xxxxx X. Xxxxxxxxx
President
..802443
SCHEDULE A
FUNDS FOR WHOSE BENEFIT LOANS CAN BE BORROWED
UNDER FACILITY AGREEMENT AND BORROWING LIMIT
Borrower Funds Maximum Percent of the Total
Assets Which Can Be Borrowed
Under Facility Agreement 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 Opportunities "
USAA Intermediate-Term Bond "
USAA Small Cap Stock "
USAA Extended Market Index "
USAA Nasdaq-100 Index "
USAA Global Titans Index "
USAA Capital Growth "
USAA Value "
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 Life Investment Trust USAA Life Income Fund "
USAA Life Growth and Income Fund "
USAA Life World Growth Fund "
USAA Life Diversified Assets Fund "
USAA Life Aggressive Growth Fund "
EXHIBIT A
MASTER GRID PROMISSORY NOTE
U.S. $400,000,000 Dated: January 09, 2002
FOR VALUE RECEIVED, each of the undersigned (each a "BORROWER" and
collectively the "BORROWERS"), severally and not jointly and not in their
individual capacities, but 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 09, 2002 (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 (except to USAA Life Investment
Trust) 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 11, 2001, in the manner and to
the extent set forth in the Agreement among the Borrowers, CAPCO and Bank of
America, dated January 11, 2001.
This Note shall be governed by the laws of the state of Texas.
Signature to the Master Grid Promissory Note dated January 09, 2002, by USAA
Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., USAA
State Tax-Free Trust and USAA Life Investment Trust (not in their individual
capacities, but on behalf of and for the benefit of the series of funds set
forth on SCHEDULE A TO THE AGREEMENT) payable to CAPCO.
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/ XXXXXXXXXXX X. XXXXX
--------------------------
Xxxxxxxxxxx X. Xxxxx
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/ XXXXXXXXXXX X. XXXXX
--------------------------
Xxxxxxxxxxx X. Xxxxx
President
Exhibit A
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/ XXXXXXXXXXX X. XXXXX
--------------------------
Xxxxxxxxxxx X. Xxxxx
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/ XXXXXXXXXXX X. XXXXX
--------------------------
Xxxxxxxxxxx X. Xxxxx
President
USAA LIFE 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/ XXXXX X. XXXXXXXXX
-----------------------
Xxxxx X. Xxxxxxxxx
President
..802443
Exhibit A
LOANS AND PAYMENT OF PRINCIPAL
This schedule (grid) is attached to and made a part of the Promissory Note
dated January 09, 2002 , executed severally and not jointly by USAA MUTUAL
FUND, INC., USAA INVESTMENT TRUST, USAA TAX EXEMPT FUND, INC., USAA STATE
TAX-FREE TRUST and USAA LIFE INVESTMENT TRUST, not in their individual
capacity, but 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
BORROWER INFORMATION SHEET
BORROWERS: 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 BORROWERS:
0000 Xxxxxxxxxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000 (for Federal Express, 78240)
Attention: Xxxxxxx X. Xxxxxxxx
Senior Vice President,
Fixed Income Investments (USAA)
Telephone: (210) 000- 0000
Cellphone: (000) 000-0000
Telecopy: (000) 000-0000
e-mail: xxx.xxxxxxxx@xxxx.xxx
Xxxxx X. Xxxxxxx
Senior Vice President,
Equity Investments (USAA)
Telephone: (000) 000-0000
Cellphone: (210) 000- 0000
Telecopy: (000) 000-0000
e-mail: xxxxx.xxxxxxx@xxxx.xxx
ADDRESS FOR BORROWING AND PAYMENTS:
0000 Xxxxxxxxxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000 (for Federal Express, 78240)
Attention: Xxxxxxx Xxxxxxx, Xx.
Assistant Vice President,
Mutual Fund Accounting and Administration
(USAA)
Telephone: (000) 000-0000
Telecopy: (000) 000-0000 or 498-7819
Telex: 767424
e-mail: xxx.xxxxxxx@xxxx.xxx
BORROWER: USAA LIFE INVESTMENT TRUST
ADDRESS FOR NOTICES AND OTHER COMMUICATIONS TO THE BORROWER:
0000 Xxxxxxxxxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000 (for Federal Express, 78240)
Attention: Xxxxxx X. Xxxxxx
Senior Vice President
USAA Life Insurance Company
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
e-mail: xxxxxx.xxxxxx@xxxx.xxx
ADDRESS FOR BORROWING AND PAYMENTS:
0000 Xxxxxxxxxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000 (for Federal Express, 78240)
Attention: Primary - Xxxxxx X. Xxxxxx
Senior Vice President
USAA Life Insurance Company
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
e-mail: xxxxxx.xxxxxx@xxxx.xxx
Copies to: Xxxxxxx Xxxxxxx, Xx.
Assistant Vice President
Mutual Fund Accounting and Administration
Telephone: (000) 000-0000
Telecopy: (000) 000-0000 or 498-7819
Telex: 767424
e-mail: xxx.xxxxxxx@xxxx.xxx
INSTRUCTIONS FOR PAYMENTS TO BORROWER:
WE PAY VIA: X FED FUNDS CHIPS
---------- ----------
Exhibit B
TO: (PLEASE PLACE BANK NAME, CORRESPONDENT NAME (IF APPLICABLE), CHIPS
AND/OR FED FUNDS ACCOUNT NUMBER BELOW)
USAA MUTUAL FUND, INC.
STATE STREET BANK AND TRUST COMPANY, BOSTON, MASSACHUSETTS
ABA #000000000
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 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 NASDAQ-100 INDEX FUND ACCT.#0000-000-0
USAA GLOBAL TITANS INDEX FUND ACCT.#0000-000-0
USAA CAPITAL GROWTH FUND ACCT.#0000-000-0
USAA VALUE FUND ACCT.#0000-000-0
BANKERS TRUST COMPANY, NEW YORK, NEW YORK
ABA #000000000
USAA S&P 500 INDEX FUND ACCT.#096699
THE CHASE MANHATTAN BANK, NEW YORK, NEW YORK
ABA #000000000
USAA EXTENDED MARKET INDEX FUND ACCT.#P83544
USAA INVESTMENT TRUST
STATE STREET BANK AND TRUST COMPANY, BOSTON, MASSACHUSETTS
ABA #000000000
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.
STATE STREET BANK AND TRUST COMPANY, BOSTON, MASSACHUSETTS
ABA #000000000
USAA 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
STATE STREET BANK AND TRUST COMPANY, BOSTON, MASSACHUSETTS
ABA #000000000
USAA FLORIDA TAX-FREE INCOME FUND ACCT.# 0000-000-0
USAA FLORIDA TAX-FREE MONEY MARKET FUND ACCT.# 0000-000-0
USAA LIFE INVESTMENT TRUST
STATE STREET BANK AND TRUST COMPANY, BOSTON, MASSACHUSETTS
ABA #000000000
USAA LIFE INCOME FUND ACCT.# 0000-000-0
USAA LIFE GROWTH AND INCOME FUND ACCT.# 0000-000-0
USAA WORLD GROWTH FUND ACCT.# 0000-000-0
USAA LIFE DIVERSIFIED ASSETS FUND ACCT.# 0000-000-0
USAA LIFE AGGRESSIVE GROWTH 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
..802443
Exhibit C
EXHIBIT D
OFFICER'S CERTIFICATE
Xxxxxxx X. Xxxxxx 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 Xxxxxxx X. Xxxxx hereby certifies she is the
duly elected Secretary of USAA Life Investment Trust (each a "Company" and
collectively the "Companies"). The undersigned hereby certify that they are
authorized to execute this Certificate on behalf of the Companies. The
undersigned hereby further certifies to the following:
Any one of the President and Chief Executive Officer of United States
Automobile Association ("USAA"), the Senior Vice President-Chief Financial
Officer/Corporate Treasurer of USAA, or the Senior Vice President-Corporate
Finance and Assistant Treasurer of USAA, together with either the Treasurer or
Assistant Treasurer of the Borrowers, are duly authorized to act on behalf of
the Borrowers, by transmitting telephonic, electronic mail, telex, or telecopy
instructions and other communications with regard to borrowings and payments
pursuant to the Facility Agreement dated January 9, 2002, with USAA Capital
Corporation. The signature set opposite the name of each individual below is
that individual's genuine signature.
NAME OFFICE SIGNATURE
---- ------ ---------
Xxxxxx X. Xxxxx President and CEO
USAA /S/ XXXXXX X. XXXXX
--------------------------
Xxxxx Xxxxxx, Xx. Senior Vice President,
Chief Financial Officer/
Corporate Treasurer
USAA /S/ XXXXX XXXXXX, XX.
--------------------------
Xxxxx X. XxXxxxxxx Senior Vice President,
Treasury Operations and
Assistant Treasurer
USAA /S/ XXXXX X. XXXXXXXXX
--------------------------
Xxxxxx X. Xxxxxx Treasurer
(USAA Life Investment
Trust only) /S/ XXXXXX X. XXXXXX
--------------------------
Exhibit D
Xxxxx X. Xxxxx Assistant Treasurer
(USAA Life Investment
Trust only) /S/ XXXXX X. XXXXX
--------------------------
Xxxxx X. Xxxxxx Treasurer
(USAA Mutual Fund, Inc.
USAA Investment Trust
USAA Tax Exempt Fund, Inc.
USAA State Tax-Free Trust
only) /S/ XXXXX X. XXXXXX
--------------------------
Xxxxxxx Xxxxxxx, Xx. Assistant Treasurer
(USAA Mutual Fund, Inc.
USAA Investment Trust
USAA Tax Exempt Fund, Inc.
USAA State Tax-Free Trust
only) /S/ XXXXXXX XXXXXXX, XX
--------------------------
IN WITNESS WHEREOF, I have executed the Certificate as of this 9th day of
January, 2002.
/S/ XXXXXXX X. XXXXXX
----------------------
Xxxxxxx X. Xxxxxx
Secretary
/S/ XXXXXXX X. XXXXX
----------------------
Xxxxxxx X. Xxxxx
Secretary
..802443
Exhibit D
MASTER GRID PROMISSORY NOTE
U.S. $400,000,000 Dated: January 09, 2002
FOR VALUE RECEIVED, each of the undersigned (each a "BORROWER" and
collectively the "BORROWERS"), severally and not jointly and not in their
individual capacities, but 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 09, 2002 (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 (except to USAA Life Investment
Trust) 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 10, 2002 , in the manner and to
the extent set forth in the Agreement among the Borrowers, CAPCO and Bank of
America, dated January 10, 2002 .
This Note shall be governed by the laws of the state of Texas.
Signature to the Master Grid Promissory Note dated January 09, 2002, by
USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., USAA
State Tax-Free Trust and USAA Life Investment Trust (not in their individual
capacities, but on behalf of and for the benefit of the series of funds set
forth on SCHEDULE A TO THE AGREEMENT) payable to CAPCO.
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/ XXXXXXXXXXX X. XXXXX
---------------------------
Xxxxxxxxxxx X. Xxxxx
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/ XXXXXXXXXXX X. XXXXX
---------------------------
Xxxxxxxxxxx X. Xxxxx
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/ XXXXXXXXXXX X. XXXXX
---------------------------
Xxxxxxxxxxx X. Xxxxx
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/ XXXXXXXXXXX X. XXXXX
---------------------------
Xxxxxxxxxxx X. Xxxxx
President
USAA LIFE 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/ XXXXX X. XXXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxxx
President
..802443
OFFICER'S CERTIFICATE
Amended as of January 9, 2002
Xxxxxxx X. Xxxxxx 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 Xxxxxxx X. Xxxxx hereby certifies she is the
duly elected Secretary of USAA Life Investment Trust (each a "Company" and
collectively the "Companies"). The undersigned hereby certify that they are
authorized to execute this Certificate on behalf of the Companies. The
undersigned hereby further certifies to the following:
Any one of the President and Chief Executive Officer of United States
Automobile Association ("USAA"), the Senior Vice President-Chief Financial
Officer/Corporate Treasurer of USAA, or the Senior Vice President-Corporate
Finance and Assistant Treasurer of USAA, together with either the Treasurer or
Assistant Treasurer of the Borrowers, are duly authorized to act on behalf of
the Borrowers, by transmitting telephonic, electronic mail, telex, or telecopy
instructions and other communications with regard to borrowings and payments
pursuant to the Facility Agreement dated January 9, 2002, with USAA Capital
Corporation. The signature set opposite the name of each individual below is
that individual's genuine signature.
NAME OFFICE SIGNATURE
---- ------ ---------
Xxxxxx X. Xxxxx President and CEO
USAA /S/ XXXXXX X. XXXXX
--------------------------
Xxxxx Xxxxxx, Xx. Senior Vice President,
Chief Financial Officer/
Corporate Treasurer
USAA /S/ XXXXX XXXXXX, XX.
--------------------------
Xxxxx X. XxXxxxxxx Senior Vice President,
Treasury Operations and
Assistant Treasurer
USAA /S/ XXXXX X. XXXXXXXXX
--------------------------
Xxxxxx X. Xxxxxx Treasurer
(USAA Life Investment
Trust only) /S/ XXXXXX X. XXXXXX
--------------------------
Xxxxx X. Xxxxx Assistant Treasurer
(USAA Life Investment
Trust only) /S/ XXXXX X. XXXXX
--------------------------
Xxxxx X. Xxxxxx Treasurer
(USAA Mutual Fund, Inc.
USAA Investment Trust
USAA Tax Exempt Fund, Inc.
USAA State Tax-Free Trust
only) /S/ XXXXX X. XXXXXX
--------------------------
Xxxxxxx Xxxxxxx, Xx. Assistant Treasurer
(USAA Mutual Fund, Inc.
USAA Investment Trust
USAA Tax Exempt Fund, Inc.
USAA State Tax-Free Trust
only) /S/ XXXXXXX XXXXXXX, XX
--------------------------
IN WITNESS WHEREOF, I have executed the Certificate as of this 9th day of
January, 2002.
/S/ XXXXXXX X. XXXXXX /S/ XXXXXXX X. XXXXX
----------------------- -------------------------
Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx
Secretary Secretary
..802443
