EXHIBIT 6(a)
UNDERWRITING AGREEMENT
Underwriting Agreement dated as of the 25th day of July, 1990
between USAA INVESTMENT MANAGEMENT COMPANY, a corporation
organized under the laws of the State of Delaware and having a
place of business in San Antonio, Texas (sometimes herein
referred to as the "Underwriter"), and USAA MUTUAL FUND, INC., a
corporation organized under the laws of the State of Maryland and
having a place of business in San Antonio, Texas (sometimes
herein referred to as the "Company") which offers shares of
capital stock (the "Shares") in different classes representing
interests in different portfolios of assets (each class of stock
being referred to herein as a "Fund"). The Underwriter presently
sells and distributes Shares in five classes designated as the
Growth Fund, Aggressive Growth Fund, Income Stock Fund, Income
Fund and Money Market Fund (the "Existing Funds").
WITNESSETH: In consideration of the agreements herein
contained and for other good and valuable consideration, receipt
of which is hereby acknowledged, it is agreed:
1. APPOINTMENT OF UNDERWRITER.
The Company hereby appoints the Underwriter as its exclusive
agent to sell and distribute Shares of each Fund of the Company
at the offering price thereof as from time to time determined in
the manner herein provided. The Underwriter hereby accepts such
appointment and agrees during the term of this Agreement to
provide the services and to assume the obligations herein set
forth without compensation.
2. BASIS OF SALE OF SHARES.
The Underwriter does not agree to sell any specific number of
Shares. Shares will be sold to the Underwriter as agent for the
Company only against orders therefor. Underwriter will not
purchase Shares from anyone other than the Company except as
agent for the Company.
3. OFFERING PRICE.
The offering price for Shares of any Fund of the Company
shall be determined according to the terms of the then current
Prospectus of the Fund. The net asset value per share for each
Fund shall be determined at such time each day as is established
by the Board of Directors of the Company from time to time.
4. MANNER OF OFFERING.
The Underwriter will conform to the securities laws of any
jurisdiction in which it sells, directly or indirectly, any
Shares. The Underwriter also agrees to furnish to the Company
sufficient copies of any agreements, plans or sales literature it
intends to use in connection with any sales of Shares in adequate
time for the Company to file and clear them with the proper
authorities before they are put in use, and not to use them until
so filed and cleared.
5. RESERVATION OF RIGHTS BY THE COMPANY.
The Company reserves the right to issue Shares at any time
directly to existing shareholders and to sell Shares to such
shareholders or to other persons approved by the Underwriter at
not less than net asset value. The Company reserves the right to
suspend the sale of Shares of any or all Funds without prior
notice for any reason deemed adequate by it.
6. ALLOCATION OF EXPENSES.
(a) The Company, either directly or through its manager and
investment adviser, will be responsible for, and shall pay
the expenses of:
(i) providing all necessary services, including fees and
disbursements of counsel, related to the preparation,
setting in type, printing and filing of any Registration
Statement and/or Prospectus required under the Securities
Act of 1933, as amended, or under state securities laws,
covering its Shares, and all amendments and supplements
thereto, and preparing, setting in type, printing and
mailing periodic reports to existing shareholders;
(ii) the cost of all registration or qualification fees;
(iii) the cost of preparing temporary and permanent share
certificates for Shares of the Company;
(iv) all the federal and state (if any) issue and/or
transfer taxes payable upon the issue by or (in the case
of treasury shares) transfer from the Company to the
Underwriter of any and all Shares distributed hereunder.
(b) The Underwriter agrees that, after the Prospectus and
periodic reports have been set in type, it will bear the
expense of printing and distributing any copies thereof which
are to be used in connection with the offering of Shares to
dealers or prospective investors. The Underwriter further
agrees that it will bear the expenses of preparing, printing
and distributing any other literature used by the Underwriter
or furnished by it for use by dealers in connection with the
offering of the Shares for sale to the public, and any
expense of advertising in connection with such offering. The
Underwriter will also pay fees for services rendered by the
transfer agent on behalf of the Underwriter.
7. INDEPENDENT CONTRACTOR.
The Underwriter shall be an independent contractor and
neither the Underwriter nor any of its officers or employees, as
such, is or shall be an employee of the Company. The Underwriter
is responsible for its own conduct, for the employment, control
and conduct of its agents and employees and for injury to such
agents or employees or to others through its agents or employees.
The Underwriter assumes full responsibility for its agents and
employees under applicable statutes and agrees to pay all
employer taxes thereunder.
8. INDEMNIFICATION BY UNDERWRITER.
The Underwriter agrees to indemnify and hold harmless the
Company or any such person who has been, is, or may hereafter be,
an officer, director or employee of the Company against any loss,
damage or expense reasonably incurred by any of them in
connection with any claim or in connection with any action, suit
or proceeding to which any of them may be a party, which arises
out of or is alleged to arise out of or is based upon any untrue
statement or alleged untrue statement of a material fact, or the
omission or alleged omission to state a material fact necessary
to make the statements made not misleading, on the part of the
Underwriter or any agent or employee of the Underwriter or any
other person for whose acts the Underwriter is responsible or is
alleged to be responsible, unless such statement or omission was
made in reliance upon written information furnished by the
Company. The Underwriter likewise agrees to indemnify and hold
harmless the Company and each such person in connection with any
claim or in connection with any action, suit or proceeding which
arises out of or is alleged to arise out of the Underwriter's
failure to exercise reasonable care and diligence with respect to
its services, if any, rendered in connection with investment,
reinvestment, automatic withdrawal and other plans for Shares.
The term "expenses" for purposes of this and the next paragraph
includes amounts paid in satisfaction of judgments or in
settlements which are made with the Underwriter's consent. The
foregoing rights of indemnification shall be in addition to any
other rights to which the Company or a director may be entitled
as a matter of law.
9. INDEMNIFICATION BY COMPANY.
The Company agrees to indemnify and hold harmless the
Underwriter and each person who has been, is, or may hereafter be
an officer, director, employee or agent of the Underwriter
against any loss, damage or expense reasonably incurred by any of
them in connection with any claim or in connection with any
action, suit or proceeding to which any of them may be a party,
which arises out of or is alleged to arise out of or is based
upon any untrue or alleged untrue statement of material fact, or
the omission or alleged omission to state a material fact
necessary to make the statements therein not misleading,
contained in a Registration Statement or Prospectus, or any
amendment or supplement thereto, unless such statement or
omission was made in reliance upon written information furnished
by the Underwriter. The foregoing rights of indemnification
shall be in addition to any other rights to which the Underwriter
may be entitled as a matter of law.
10. TERM OF AGREEMENT.
This Agreement shall be executed and become effective with
respect to all Existing Funds on July 25, 1990, and, with respect
to any additional Fund, on the date of receipt by the Company of
notice from the Underwriter in accordance with Paragraph 12
hereof that the Underwriter is willing to serve as Underwriter
with respect to such Fund. Unless terminated as herein provided,
this Agreement shall remain in full force and effect through June
30, 1991, and, with respect to each additional Fund, through the
first June 30 occurring more than twelve months after the date on
which such Fund becomes a Fund hereunder, and shall continue in
full force and effect for periods of one year thereafter with
respect to each Fund so long as such continuance with respect to
any such Fund is approved at least annually (a) by either the
Directors of the Company or by vote of a majority of the
outstanding voting Shares (as defined in the Investment Company
Act of 1940, as amended) of such Fund, and (b) in either event by
the vote of a majority of the Directors of the Company who are
not parties to this Agreement or "interested persons" (as defined
in the Investment Company Act of 1940, as amended) of any such
party, cast in person at a meeting called for the purpose of
voting on such approval. Written notice of discontinuance of
this Underwriting Agreement may be given by one party hereto to
the other not less than sixty (60) days before expiration of its
initial term or before the expiration of any succeeding annual
period. This Agreement supersedes any prior agreement relating
to the subject matter hereof between the parties.
11. ASSIGNMENT.
This Agreement may not be assigned by the Underwriter and
shall automatically terminate in the event of an attempted
assignment by the Underwriter; provided, however, that the
Underwriter may employ such other person, persons, corporation,
or corporations, as it shall determine, in order to assist it in
carrying out this Agreement.
12. AMENDMENT.
This Agreement may be amended at any time by mutual agreement
in writing of the parties hereto, provided that any such
amendment is approved by a majority of the directors of the
Company who are not "interested persons" of the Underwriter or by
the holders of a majority of the Shares of the Company.
IN WITNESS WHEREOF, this Agreement has been executed for the
Underwriter and the Company by their duly authorized officers as
of the date first set forth above.
USAA MUTUAL FUND, INC. USAA INVESTMENT MANAGEMENT
COMPANY
By:/s/ Xxxxxxx X. X. Xxxx By:/s/ Xxxxxxx X. X. Xxxx
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President President
ATTEST: ATTEST:
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
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Secretary Secretary
EXHIBIT 6(b)
USAA Investment Management Company
USAA Building
San Antonio, TX 78288
Gentlemen:
Pursuant to paragraph 12 of the Underwriting Agreement dated
as of July 25, 1990 between USAA Mutual Fund, Inc. (the
"Company") and USAA Investment Management Company (the
"Underwriter"), please be advised that the Company has
established two new series of its shares, namely, the Short-Term
Bond Fund and the Growth & Income Fund (the "Funds"), and please
be further advised that the Company desires to retain the
Underwriter to sell and distribute shares of the Funds and to
render other services to the Funds as provided in the
Underwriting Agreement.
Please state below whether you are willing to render such
services as provided in the Underwriting Agreement.
USAA MUTUAL FUND, INC.
Attest:/s/ Xxxxxxx X. Xxxxxx By:/s/ Xxxxxxx X. X. Xxxx
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Secretary President
Dated: June 1, 1993
We as the sole shareholder of the above named Funds, do
hereby approve and are willing to render services to the Short-
Term Bond Fund and the Growth & Income Fund as set forth in the
Underwriting Agreement.
USAA INVESTMENT MANAGEMENT
COMPANY
Attest:/s/ Xxxx X. Xxxxxxx By:/s/ Xxxx X. Xxxxxxxx, Xx.
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Assistant Secretary Senior Vice President
Dated: June 1, 1993
