EXHIBIT 8(d)
MASTER REVOLVING CREDIT
FACILITY AGREEMENT WITH
USAA CAPITAL CORPORATION
[USAA] USAA CAPITAL CORPORATION
[EAGLE] --------------------------------------------------------------------
[LOGO]
January 10, 2001
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
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Attention: ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇, President
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, 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 10, 2001 and ending January 9, 2002 (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 those certain Facility Agreement Letters dated January 11, 2000 and
March 1, 2000, 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.
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 percent (100 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 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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).
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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, 2001, 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) for whose benefit the Loan is being borrowed and the amount of the Loan
which is for the benefit
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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.
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
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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 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;
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(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 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
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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 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.
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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;
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
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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).
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.
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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.
24. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by
and construed in accordance with the laws of the state of Texas without regard
to the choice of law provisions thereof.
25. TRUST DISCLAIMER. Neither the shareholders, trustees, officers,
employees and other agents of any Borrower or Fund shall be personally bound by
or liable for any indebtedness, liability or obligation hereunder or under the
Note nor shall resort be had to their private property for the satisfaction of
any obligation or claim hereunder.
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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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Senior Vice President-Treasurer
AGREED AND ACCEPTED this 10th Day of January, 2001.
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
President
11
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
12
136382V7
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 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇ "
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 Money Market Fund "
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 "
USAA Life International Fund "
EXHIBIT A
---------
MASTER GRID PROMISSORY NOTE
U.S. $400,000,000 Dated: January 10, 2001
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
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, 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 10, 2001 (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.
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
LOANS AND PAYMENT OF PRINCIPAL
This schedule (grid) is attached to and made a part of the Promissory Note
dated January 10, 2001, 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
Date of
Repayment
Other
Expense
Notation made
by
EXHIBIT B
USAA CAPITAL CORPORATION
MASTER REVOLVING
CREDIT FACILITY AGREEMENT
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:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (For Federal Express, 78240)
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President,
Fixed Income Investments
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President,
Equity Investments
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
ADDRESS FOR BORROWING AND PAYMENTS:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (For Federal Express, 78240)
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ or 498-7819
Telex: 767424
BORROWER: USAA LIFE INVESTMENT TRUST
ADDRESS FOR NOTICES AND OTHER COMMUICATIONS TO THE BORROWER:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (For Federal Express, 78240)
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
USAA Life Insurance Company
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
ADDRESS FOR BORROWING AND PAYMENTS:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (For Federal Express, 78240)
Attention: Primary - ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
USAA Life Insurance Company
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Copies to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ or 498-7819
Telex: 767424
INSTRUCTIONS FOR PAYMENTS TO BORROWER:
WE PAY VIA: X FED FUNDS CHIPS
---------- ---------
TO: (PLEASE PLACE BANK NAME, CORRESPONDENT NAME (IF APPLICABLE), CHIPS
AND/OR FED FUNDS ACCOUNT NUMBER BELOW)
USAA MUTUAL FUND, INC.
State Street Bank and Trust Company, Boston, Massachusetts
ABA #▇▇▇▇▇▇▇▇▇
USAA Aggressive Growth Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Growth & Income Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Income Stock Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Short-Term Bond Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Money Market Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Growth Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Income Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Science & Technology Fund Acct.#▇▇▇▇-▇▇▇-▇
USAA First Start Growth Fund Acct.#▇▇▇▇-▇▇▇-▇
USAA High Yield Opportunities Fund Acct.#▇▇▇▇-▇▇▇-▇
USAA Intermediate-Term Bond Fund Acct.#▇▇▇▇-▇▇▇-▇
USAA Small Cap Stock Fund Acct.#▇▇▇▇-▇▇▇-▇
USAA Nasdaq-100 Index Fund Acct.#▇▇▇▇-▇▇▇-▇
USAA Global Titans Index Fund Acct.#▇▇▇▇-▇▇▇-▇
USAA Capital Growth Fund Acct.#▇▇▇▇-▇▇▇-▇
Bankers Trust Company, New York, New York
ABA #▇▇▇▇▇▇▇▇▇
USAA S&P 500 Index Fund Acct.#096699
The Chase Manhattan Bank, New York, New York
ABA #▇▇▇▇▇▇▇▇▇
USAA Extended Market Index Fund Acct.#P83544
USAA INVESTMENT TRUST
State Street Bank and Trust Company, Boston, Massachusetts
ABA #▇▇▇▇▇▇▇▇▇
USAA Cornerstone Strategy Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Gold Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA International Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA World Growth Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA GNMA Trust Acct.# ▇▇▇▇-▇▇▇-▇
USAA Treasury Money Market Trust Acct.# ▇▇▇▇-▇▇▇-▇
USAA Emerging Markets Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Growth and Tax Strategy Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Balanced Strategy Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Growth Strategy Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Income Strategy Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA TAX EXEMPT FUND, INC.
State Street Bank and Trust Company, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ #▇▇▇▇▇▇▇▇▇
▇▇▇▇ Long-Term Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Intermediate-Term Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Short-Term Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Tax Exempt Money Market Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA California Bond Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA California Money Market Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA New York Bond Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA New York Money Market Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA ▇▇▇▇▇▇▇▇ ▇▇▇▇ Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Virginia Money Market Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA STATE TAX-FREE TRUST
State Street Bank and Trust Company, Boston, Massachusetts
ABA #▇▇▇▇▇▇▇▇▇
USAA Florida Tax-Free Income Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Florida Tax-Free Money Market Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA LIFE INVESTMENT TRUST
State Street Bank and Trust Company, Boston, Massachusetts
ABA #▇▇▇▇▇▇▇▇▇
USAA Life Money Market Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Life Income Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Life Growth and Income Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA World Growth Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Life Diversified Assets Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Life Aggressive Growth Fund Acct.# ▇▇▇▇-▇▇▇-▇
USAA Life International Fund Acct.# ▇▇▇▇-▇▇▇-▇
EXHIBIT C
---------
ADDRESS FOR USAA CAPITAL CORPORATION
USAA Capital Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
EXHIBIT D
---------
OFFICER'S CERTIFICATE
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ hereby certifies she is the
duly elected Secretary of USAA Life Investment Trust. The undersigned hereby
certify that they are authorized to execute this Certificate on behalf of USAA
Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., USAA
State Tax-Free Trust and USAA Life Investment Trust. The undersigned hereby
further certifies to the following:
Except as noted below, any two of the following officers are duly authorized to
act on behalf of USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt
Fund, Inc., USAA State Tax-Free Trust, and USAA Life Investment Trust by
transmitting telephonic, electronic mail, telex, or telecopy instructions and
other communications with regard to borrowing and payments pursuant to the
committed Master Revolving Credit Agreement with USAA Capital Corporation. The
signature set opposite the name of each individual below is that individual's
genuine signature.
NAME OFFICE SIGNATURE
---- ------ ---------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ President and CEO /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
USAA --------------------
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. Senior Vice President,
Chief Financial Officer/
Corporate Treasurer /S/ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
USAA ---------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Treasurer
(USAA Life Investment /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Trust only) --------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Treasurer
(USAA Mutual Fund, Inc.
USAA Investment Trust
USAA Tax Exempt Fund, Inc.
USAA State Tax-Free Trust /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
only) --------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Senior Vice President,
Treasury Operations and
Assistant Treasurer /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
USAA -----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President,
Enterprise Risk Management
Assistant Treasurer /S/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
USAA ----------------------
IN WITNESS WHEREOF, I have executed the Certificate as of this 10th day of
January, 2001.
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary
136382v7
MASTER GRID PROMISSORY NOTE
U.S. $400,000,000 Dated: January 10, 2001
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
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, 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 10, 2001 (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.
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
OFFICER'S CERTIFICATE
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ hereby certifies she is the
duly elected Secretary of USAA Life Investment Trust. The undersigned hereby
certify that they are authorized to execute this Certificate on behalf of USAA
Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., USAA
State Tax-Free Trust and USAA Life Investment Trust. The undersigned hereby
further certifies to the following:
Except as noted below, any two of the following officers are duly authorized to
act on behalf of USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt
Fund, Inc., USAA State Tax-Free Trust, and USAA Life Investment Trust by
transmitting telephonic, electronic mail, telex, or telecopy instructions and
other communications with regard to borrowing and payments pursuant to the
committed Master Revolving Credit Agreement with USAA Capital Corporation. The
signature set opposite the name of each individual below is that individual's
genuine signature.
NAME OFFICE SIGNATURE
---- ------ ---------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ President and CEO /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
USAA ----------------------
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. Senior Vice President,
Chief Financial Officer/
Corporate Treasurer
USAA /S/ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Treasurer
(USAA Life Investment /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Trust only) ----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Treasurer
(USAA Mutual Fund, Inc.
USAA Investment Trust
USAA Tax Exempt Fund, Inc.
USAA State Tax-Free Trust /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
only) ----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Senior Vice President,
Treasury Operations and
Assistant Treasurer /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
USAA ----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President,
Enterprise Risk Management
and Assistant Treasurer /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
USAA ----------------------
IN WITNESS WHEREOF, I have executed the Certificate as of this 10th day of
January, 2001.
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary
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