EXHIBIT 8(i)
January 12, 1999
USAA Mutual Fund, Inc.,
USAA Investment Trust,
USAA Tax Exempt Fund, Inc., and
USAA State Tax-Free Trust, on behalf of and for
the benefit of the series
of funds comprising each such Borrower
as set forth on Schedule A hereto
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▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇, President
Gentlemen:
This Facility Agreement Letter (this "Agreement") sets forth the terms and
conditions for loans (each a "Loan" and collectively the "Loans") which USAA
Capital Corporation ("CAPCO") may from time to time make during the period
commencing January 12, 1999 and ending January 11, 2000 (the "Facility Period")
to USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc.,
and USAA State Tax-Free Trust, and each investment company which may become a
party hereto pursuant to the terms of this Agreement (each a "Borrower" and
collectively the "Borrowers"), each of which is executing this Agreement on
behalf of and for the benefit of the series of funds comprising each such
Borrower as set forth on Schedule A hereto (as hereafter modified or amended in
accordance with the terms hereof) (each a "Fund" and collectively the "Funds"),
under a master revolving credit facility (the "Facility"). USAA Investment
Management Company is the Manager and Investment Advisor of each Fund. This
Agreement replaces in its entirety that certain Facility Agreement Letter dated
January 13, 1998, between the Borrowers and CAPCO. CAPCO and the Borrowers
hereby agree as follows:
1. AMOUNT. The aggregate principal amount of the Loans which may be
advanced under this Facility shall not exceed, at any one time outstanding,
Five Hundred Million Dollars ($500,000,000). The aggregate principal amount of
the Loans which may be borrowed by a Borrower for the benefit of a particular
Fund under this Facility shall not exceed the borrowing limit (the "Borrowing
Limit") on borrowings applicable to such Fund, as set forth on Schedule A
hereto.
2. PURPOSE AND LIMITATIONS ON BORROWINGS. Each Borrower will use the
proceeds of each Loan made to it solely for temporary or emergency purposes of
the Fund for whose benefit it is borrowing in accordance with such Fund's
Borrowing Limit (Schedule A) and prospectus in effect at the time of such Loan.
Portfolio securities may not be purchased by a Fund while there is a Loan
outstanding under the Facility or any other facility, if the aggregate amount
of such Loan and any other such loan exceeds 5% of the total assets of such
Fund.
3. BORROWING RATE AND MATURITY OF LOANS. CAPCO may make Loans to a
Borrower and the principal amount of the Loans outstanding from time to time
shall bear interest at a rate per annum equal to the rate at which CAPCO
obtains funding in the capital markets. Interest on the Loans shall be
calculated on the basis of a year of 360 days and the actual days elapsed but
shall not exceed the highest lawful rate. Each loan will be for an established
number of days agreed upon by the applicable Borrower and CAPCO.
Notwithstanding the above, all Loans to a Borrower shall be made available at a
rate per annum equal to the rate at which CAPCO would make loans to affiliates
and subsidiaries. Further, if the CAPCO rate exceeds the rate at which a
Borrower could obtain funds pursuant to the NationsBank, N.A. ("NationsBank")
364-day committed $100,000,000 Master Revolving Credit Facility, the Borrower
will in the absence of predominating circumstances, borrow from NationsBank.
Any past due principal and/or accrued interest shall bear interest at a rate
per annum equal to the aggregate of the Federal Funds Rate plus 1 percent (100
basis points) and shall be payable on demand.
4. ADVANCES, PAYMENTS, PREPAYMENTS AND READVANCES. Upon each Borrower's
request, and subject to the terms and conditions contained herein, CAPCO may
make Loans to each Borrower on behalf of and for the benefit of its respective
Fund(s) during the Facility Period, and each Borrower may at CAPCO's sole and
absolute discretion, borrow, repay and reborrow funds hereunder. The Loans
shall be evidenced by a duly executed and delivered Master Grid Promissory Note
in the form of EXHIBIT A. Each Loan shall be in an aggregate amount not less
than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (U.S. $100,000) and increments
of One Thousand United States Dollars (U.S. $1,000) in excess thereof. Payment
of principal and interest due with respect to each Loan shall be payable at the
maturity of such Loan and shall be made in funds immediately available to CAPCO
prior to 2 p.m. San Antonio time on the day such payment is due, or as CAPCO
shall otherwise direct from time to time and, subject to the terms and
conditions hereof, may be repaid with the proceeds of a new borrowing
hereunder. Notwithstanding any provision of this Agreement to the contrary, all
Loans, accrued but unpaid interest and other amounts payable hereunder shall be
due and payable upon termination of the Facility (whether by acceleration or
otherwise).
5. FACILITY FEE. As this Facility is uncommitted, no facility fee shall
be charged by CAPCO.
6. OPTIONAL TERMINATION. The Borrowers shall have the right upon at
least three (3) business days prior written notice to CAPCO, to terminate the
Facility.
7. MANDATORY TERMINATION OF THE FACILITY. The Facility, unless extended
by written amendment, shall automatically terminate on the last day of the
Facility Period and any Loans then outstanding (together with accrued interest
thereon and any other amounts owing hereunder) shall be due and payable on such
date.
8. UNCOMMITTED FACILITY. The Borrowers acknowledge that the Facility is
an uncommitted facility and that CAPCO shall have no obligation to make any
Loan requested during the Facility Period under this Agreement. Further, CAPCO
shall not make any Loan if this Facility has been terminated by the Borrowers,
or if at the time of a request for a Loan by a Borrower (on behalf of the
applicable Fund(s)) there exists any Event of Default or condition which, with
the passage of time or giving of notice, or both, would constitute or become an
Event of Default with respect to such Borrower (or such applicable Fund(s)).
9. LOAN REQUESTS. Each request for a Loan (each a "Borrowing Notice")
shall be in writing by the applicable Borrower(s), except that such Borrower(s)
may make an oral request (each an "Oral Request") provided that each Oral
Request shall be followed by a written Borrowing Notice within one business
day. Each Borrowing Notice shall specify the following terms ("Terms") of the
requested Loan: (i) the date on which such Loan is to be disbursed, (ii) the
principal amount of such Loan, (iii) the Borrower(s) which are borrowing such
Loan and the amount of such Loan to be borrowed by each Borrower, (iv) the
Funds for whose benefit the loan is being borrowed and the amount of the Loan
which is for the benefit of each such Fund, and (v) the requested maturity date
of the Loan. Each Borrowing Notice shall also set forth the total assets of
each Fund for whose benefit a portion of the Loan is being borrowed as of the
close of business on the day immediately preceding the date of such Borrowing
Notice. Borrowing notices shall be delivered to CAPCO by 9:00 a.m. San Antonio
time on the day the Loan is requested to be made.
Each Borrowing Notice shall constitute a representation to CAPCO by the
applicable Borrower(s) that all of the representations and warranties in
Section 12 hereof are true and correct as of such date and that no Event of
Default or other condition which with the passage of time or giving of notice,
or both, would result in an Event of Default, has occurred or is occurring.
10. CONFIRMATIONS; CREDITING OF FUNDS; RELIANCE BY CAPCO. Upon receipt
by CAPCO of a Borrowing Notice:
(a) CAPCO shall provide each applicable Borrower written
confirmation of the Terms of such Loan via facsimile or telecopy, as
soon as reasonably practicable; provided, however, that the failure to
do so shall not affect the obligation of any such Borrower;
(b) CAPCO shall make such Loan in accordance with the Terms by
transfer of the Loan amount in immediately available funds, to the
account of the applicable Borrower(s) as specified in EXHIBIT B to this
Agreement or as such Borrower(s) shall otherwise specify to CAPCO in a
writing signed by an Authorized Individual (as defined in Section 11) of
such Borrower(s); and
(c) CAPCO shall make appropriate entries on the Note or the
records of CAPCO to reflect the Terms of the Loan; provided, however,
that the failure to do so shall not affect the obligation of any
Borrower.
(d) CAPCO shall be entitled to rely upon and act hereunder
pursuant to any Oral Request which it reasonably believes to have been
made by the applicable Borrower through an Authorized Individual. If any
Borrower believes that the confirmation relating to any Loan contains
any error or discrepancy from the applicable Oral Request, such Borrower
will promptly notify CAPCO thereof.
11. BORROWING RESOLUTIONS AND OFFICERS' CERTIFICATES. Prior to the
making of any Loan pursuant to this Agreement, the Borrowers shall have
delivered to CAPCO (a) the duly executed Note, (b) Resolutions of each
Borrower's Trustees or Board of Directors authorizing such Borrower to execute,
deliver and perform this Agreement and the Note on behalf of the applicable
Funds, (c) an Officer's Certificate in substantially the form set forth in
EXHIBIT D to this Agreement, authorizing certain individuals ("Authorized
Individuals"), to take on behalf of each Borrower (on behalf of the applicable
Funds) actions contemplated by this Agreement and the Note, and (d) the Opinion
of Counsel to USAA Investment Management Company, Manager and Advisor to the
Borrowers, with respect to such matters as CAPCO may reasonably request .
12. REPRESENTATIONS AND WARRANTIES. In order to induce CAPCO to enter
into this Agreement and to make the Loans provided for hereunder, each Borrower
hereby makes with respect to itself, and as may be relevant, the series of
Funds comprising such Borrower, the following representations and warranties,
which shall survive the execution and delivery hereof and of the Note:
(a) ORGANIZATION, STANDING, ETC. The Borrower is a corporation
or trust duly organized, validly existing, and in good standing under
applicable state laws and has all requisite corporate or trust power and
authority to carry on its respective businesses as now conducted and
proposed to be conducted, to enter into this Agreement and all other
documents to be executed by it in connection with the transactions
contemplated hereby, to issue and borrow under the Note and to carry out
the terms hereof and thereof;
(b) FINANCIAL INFORMATION; DISCLOSURE, ETC. The Borrower has
furnished CAPCO with certain financial statements of such Borrower with
respect to itself and the applicable Funds, all of which such financial
statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis and fairly present
the financial position and results of operations of such Borrower and
the applicable Funds on the dates and for the periods indicated. Neither
this Agreement nor any financial statements, reports or other documents
or certificates furnished to CAPCO by such Borrower or the applicable
Funds in connection with the transactions contemplated hereby contain
any untrue statement of a material fact or omit to state any material
fact necessary to make the statements contained herein or therein in
light of the circumstances when made not misleading;
(c) AUTHORIZATION; COMPLIANCE WITH OTHER INSTRUMENTS. The
execution, delivery and performance of this Agreement and the Note, and
borrowings hereunder, have been duly authorized by all necessary
corporate or trust action of the Borrower and will not result in any
violation of or be in conflict with or constitute a default under any
term of the charter, by-laws or trust agreement of such Borrower or the
applicable Funds, or of any borrowing restrictions or prospectus or
statement of additional information of such Borrower or the applicable
Funds, or of any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to such Borrower, or
result in the creation of any mortgage, lien, charge or encumbrance upon
any of the properties or assets of such Borrower or the applicable Funds
pursuant to any such term. The Borrower and the applicable Funds are not
in violation of any term of their respective charter, by-laws or trust
agreement, and such Borrower and the applicable Funds are not in
violation of any material term of any agreement or instrument to which
they are a party, or to the best of such Borrower's knowledge, of any
judgment, decree, order, statute, rule or governmental regulation
applicable to them;
(d) SEC COMPLIANCE. The Borrower and the applicable Funds are
in compliance in all material respects with all federal and state
securities or similar laws and regulations, including all material
rules, regulations and administrative orders of the Securities and
Exchange Commission (the "SEC") and applicable Blue Sky authorities. The
Borrower and the applicable Funds are in compliance in all material
respects with all of the provisions of the Investment Company Act of
1940, and such Borrower has filed all reports with the SEC that are
required of it or the applicable Funds;
(e) LITIGATION. There is no action, suit or proceeding pending
or, to the best of the Borrower's knowledge, threatened against such
Borrower or the applicable Funds in any court or before any arbitrator
or governmental body which seeks to restrain any of the transactions
contemplated by this Agreement or which, if adversely determined, could
have a material adverse effect on the assets or business operations of
such Borrower or the applicable Funds or the ability of such Borrower
and the applicable Funds to pay and perform their obligations hereunder
and under the Notes;
(f) BORROWERS' RELATIONSHIP TO FUNDS. The assets of each Fund
for whose benefit Loans are borrowed by the applicable Borrower are
subject to and liable for such Loans and are available (except as
subordinated to borrowings under the NationsBank committed facility) to
the applicable Borrower for the repayment of such Loans; and
(g) YEAR 2000 PREPAREDNESS. Each Borrower has (i) initiated a
review and assessment of all areas within its business and operations
(including those affected by suppliers, vendors and customers) that
could be adversely affected by the "Year 2000 Problem" (that is, the
risk that computer applications used by such Borrower may be unable to
recognize and perform properly date-sensitive functions involving
certain dates prior to and any date after December 31, 1999), (ii)
developed a plan and timeline for addressing the Year 2000 Problem on a
timely basis, and (iii) to date, implemented that
plan in accordance with that timetable. Based on the foregoing, such
Borrower reasonably believes that all computer applications that are
material to its business and operations are reasonably expected on a
timely basis to be able to perform properly date-sensitive functions for
all dates before and after January 1, 2000 (that is, be "Year 2000
compliant"), except to the extent that a failure to do so could not
reasonably be expected to have a material adverse effect on the assets
or business operations of such Borrower or the applicable Funds or the
ability of such Borrower and the applicable Funds to pay and perform
their obligations hereunder and under the Note.
13. AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all
amounts of principal and interest due to CAPCO by a Borrower pursuant to any
Loan made to such Borrower is irrevocably paid in full, and until the Facility
is terminated, such Borrower (for itself and on behalf of its respective Funds)
agrees:
(a) To deliver to CAPCO as soon as possible and in any event
within ninety (90) days after the end of each fiscal year of such
Borrower and the applicable Funds, Statements of Assets and Liabilities,
Statements of Operations and Statements of Changes in Net Assets of each
applicable Fund for such fiscal year, as set forth in each applicable
Fund's Annual Report to shareholders together with a calculation of the
maximum amount which each applicable Fund could borrow under its
Borrowing Limit as of the end of such fiscal year;
(b) To deliver to CAPCO as soon as available and in any event
within seventy-five (75) days after the end of each semiannual period of
such Borrower and the applicable Funds, Statements of Assets and
Liabilities, Statement of Operations and Statements of Changes in Net
Assets of each applicable Fund as of the end of such semiannual period,
as set forth in each applicable Funds Semiannual Report to shareholders,
together with a calculation of the maximum amount which each applicable
Fund could borrow under its Borrowing Limit at the end of such
semiannual period;
(c) To deliver to CAPCO prompt notice of the occurrence of any
event or condition which constitutes, or is likely to result in, a
change in such Borrower or any applicable Fund which could reasonably be
expected to materially adversely affect the ability of any applicable
Fund to promptly repay outstanding Loans made for its benefit or the
ability of such Borrower to perform its obligations under this Agreement
or the Note;
(d) To do, or cause to be done, all things necessary to
preserve and keep in full force and effect the corporate or trust
existence of such Borrower and all permits, rights and privileges
necessary for the conduct of its businesses and to comply in all
material respects with all applicable laws, regulations and orders,
including without limitation, all rules and regulations promulgated by
the SEC;
(e) To promptly notify CAPCO of any litigation, threatened
legal proceeding or investigation by a governmental authority which
could materially affect the ability of such Borrower or the applicable
Funds to promptly repay the outstanding Loans or otherwise perform their
obligations hereunder;
(f) In the event a Loan for the benefit of a particular Fund is
not repaid in full within 10 days after the date it is borrowed , and
until such Loan is repaid in full, to deliver to CAPCO, within two
business days after each Friday occurring after such 10th day, a
statement setting forth the total assets of such Fund as of the close of
business on each such Friday; and
(g) Upon the request of CAPCO which may be made by CAPCO from
time to time in the event CAPCO in good faith believes that there has
been a material adverse change in the capital markets generally, to
deliver to CAPCO, within two business days after such request, a
statement setting forth the total assets of each Fund for whose benefit
a Loan is outstanding on the date of such request.
14. NEGATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts
of principal and interest due to CAPCO by a Borrower pursuant to any Loan made
to such Borrower is irrevocably paid in full, and until the Facility is
terminated, such Borrower (for itself and on behalf of its respective Funds)
agrees:
(a) Not to incur any indebtedness for borrowed money (other
than pursuant to the One Hundred Million Dollar ($100,000,000) committed
Master Revolving Credit Facility with NationsBank, the Two Hundred Fifty
Million Dollar ($250,000,000) committed Master Revolving Credit Facility
with CAPCO and for overdrafts incurred at the custodian of the Funds
from time to time in the normal course of business) except the Loans,
without the prior written consent of CAPCO, which consent will not be
unreasonably withheld; and
(b) Not to dissolve or terminate its existence, or merge or
consolidate with any other person or entity, or sell all or
substantially all of its assets in a single transaction or series of
related transactions (other than assets consisting of margin stock),
each without the prior written consent of CAPCO, which consent will not
be unreasonably withheld; provided that a Borrower may without such
consent merge, consolidate with, or purchase substantially all of the
assets of, or sell substantially all of its assets to, an affiliated
investment company or series thereof, as provided for in Rule 17a-8 of
the Investment Company Act of 1940.
15. EVENTS OF DEFAULT. If any of the following events (each an "Event of
Default") shall occur (it being understood that an Event of Default with
respect to one Fund or Borrower shall not constitute an Event of Default with
respect to any other Fund or Borrower):
(a) Any Borrower or Fund shall default in the payment of
principal or interest on any Loan or any other fee due hereunder for a
period of five (5) days after the same
becomes due and payable, whether at maturity or with respect to any
Facility Fee at a date fixed for the payment thereof;
(b) Any Borrower or Fund shall default in the performance of or
compliance with any term contained in Section 13 hereof and such default
shall not have been remedied within thirty (30) days after written
notice thereof shall have been given such Borrower or Fund by CAPCO;
(c) Any Borrower or Fund shall default in the performance of or
compliance with any term contained in Section 14 hereof;
(d) Any Borrower or Fund shall default in the performance or
compliance with any other term contained herein and such default shall
not have been remedied within thirty (30) days after written notice
thereof shall have been given such Borrower or Fund by CAPCO;
(e) Any representation or warranty made by a Borrower or Fund
herein or pursuant hereto shall prove to have been false or incorrect in
any material respect when made;
(f) An event of default shall occur and be continuing under any
other facility; then, in any event, and at any time thereafter, if any
Event of Default shall be continuing, CAPCO may by written notice to the
applicable Borrower or Fund (i) terminate the Facility with respect to
such Borrower or Fund and (ii) declare the principal and interest in
respect of any outstanding Loans with respect to such Borrower or Fund,
and all other amounts due hereunder with respect to such Borrower or
Fund, to be immediately due and payable whereupon the principal and
interest in respect thereof and all other amounts due hereunder shall
become forthwith due and payable without presentment, demand, protest or
other notice of any kind, all of which are expressly waived by the
Borrowers.
16. NEW BORROWERS; NEW FUNDS. So long as no Event of Default or
condition which, with the passage of time or the giving of notice, or both,
would constitute or become an Event of Default has occurred and is continuing,
and with the prior consent of CAPCO, which consent will not be unreasonably
withheld:
(a) Any investment company that becomes part of the same "group
of investment companies" (as that term is defined in Rule 11a-3 under
the Investment Company Act of 1940) as the original Borrowers to this
Agreement, may, by submitting an amended Schedule A and Exhibit B to
this Agreement to CAPCO (which amended Schedule A and Exhibit B shall
replace the corresponding Schedule and Exhibit which are, then a part of
this Agreement) and such other documents as CAPCO may reasonably
request, become a party to this Agreement and may become a "Borrower"
hereunder; and
(b) A Borrower may, by submitting an amended Schedule A and
Exhibit B to this Agreement to CAPCO (which amended Schedule A and
Exhibit B shall replace the corresponding Schedule and Exhibit which are
then a part of this Agreement), add additional Funds for whose benefit
such Borrower may borrow Loans. No such amendment of Schedule A to this
Agreement shall amend the Borrowing Limit applicable to any Fund without
the prior approval of CAPCO.
17. LIMITED RECOURSE. CAPCO agrees (i) that any claim, liability, or
obligation arising hereunder or under the Note whether on account of the
principal of any Loan, interest thereon, or any other amount due hereunder or
thereunder shall be satisfied only from the assets of the specific Fund for
whose benefit a Loan is borrowed and in any event in an amount not to exceed
the outstanding principal amount of any Loan borrowed for such Fund's benefit,
together with accrued and unpaid interest due and owing thereon, and such
Fund's share of any other amount due hereunder and under the Note (as
determined in accordance with the provisions hereof) and (ii) that no assets of
any fund shall be used to satisfy any claim, liability, or obligation arising
hereunder or under the Note with respect to the outstanding principal amount of
any Loan borrowed for the benefit of any other Fund or any accrued and unpaid
interest due and owing thereon or such other Fund's share of any other amount
due hereunder and under the Note (as determined in accordance with the
provisions hereof).
18. REMEDIES ON DEFAULT. In case any one or more Events of Default shall
occur and be continuing, CAPCO may proceed to protect and enforce its rights by
an action at law, suit in equity or other appropriate proceedings, against the
applicable Borrower(s) and/or Fund(s), as the case may be. In the case of a
default in the payment of any principal or interest on any Loan or in the
payment of any fee due hereunder, the relevant Fund(s) (to be allocated among
such Funds as the Borrowers deem appropriate) shall pay to CAPCO such further
amount as shall be sufficient to cover the cost and expense of collection,
including, without limitation, reasonable attorney's fees and expenses.
19. NO WAIVER OF REMEDIES. No course of dealing or failure or delay on
the part of CAPCO in exercising any right or remedy hereunder or under the Note
shall constitute a waiver of any right or remedy hereunder or under the Note,
nor shall any partial exercise of any right or remedy hereunder or under the
Note preclude any further exercise thereof or the exercise of any other right
or remedy hereunder or under the Note. Such rights and remedies expressly
provided are cumulative and not exclusive of any rights or remedies which CAPCO
would otherwise have.
20. EXPENSES. The Fund(s) (to be allocated among the Funds as the
Borrowers deem appropriate) shall pay on demand all reasonable out-of-pocket
costs and expenses (including reasonable attorney's fees and expenses) incurred
by CAPCO in connection with the collection and any other enforcement
proceedings of or regarding this Agreement, any Loan or the Note.
21. BENEFIT OF AGREEMENT. This Agreement and the Note shall be binding
upon and inure for the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided that no party to this
Agreement or the Note may assign any of its rights hereunder or thereunder
without the prior written consent of the other parties.
22. NOTICES. All notices hereunder and all written, facsimile or
telecopied confirmations of Oral Requests made hereunder shall be sent to the
Borrowers as indicated on EXHIBIT B and to CAPCO as indicated on EXHIBIT C.
23. MODIFICATIONS. No provision of this Agreement or the Note may be
waived, modified or discharged except by mutual written agreement of all
parties. THIS WRITTEN LOAN AGREEMENT AND THE NOTE REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.
24. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by
and construed in accordance with the laws of the state of Texas without regard
to the choice of law provisions thereof.
25. TRUST DISCLAIMER. Neither the shareholders, trustees, officers,
employees and other agents of any Borrower or Fund shall be personally bound by
or liable for any indebtedness, liability or obligation hereunder or under the
Note nor shall resort be had to their private property for the satisfaction of
any obligation or claim hereunder.
If this letter correctly reflects your agreement with us, please execute both
copies hereof and return one to us, whereupon this Agreement shall be binding
upon the Borrowers, the Funds and CAPCO.
Sincerely,
USAA CAPITAL CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President-Treasurer
AGREED AND ACCEPTED this 12th
Day of January, 1999.
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
President
SCHEDULE A
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FUNDS FOR WHOSE BENEFIT LOANS CAN
BE BORROWED UNDER FACILITY AGREEMENT
BORROWER FUNDS BORROWING LIMIT
-------- ----- ---------------
(Maximum percent of
total assets which
can be borrowed
under Facility and
the committed
facility with CAPCO)
USAA MUTUAL FUND, INC. USAA Aggressive Growth 5% of Total Assets
USAA Growth & Income "
USAA Income Stock "
USAA Short-Term Bond "
USAA Money Market "
USAA Growth "
USAA Income "
USAA S&P 500 Index "
USAA Science & Technology "
USAA First Start Growth "
USAA 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 Texas Tax-Free Income "
USAA Texas Tax-Free Money Market "
EXHIBIT A
---------
MASTER GRID PROMISSORY NOTE
U.S. $500,000,000 Dated: January 12, 1999
FOR VALUE RECEIVED, each of the undersigned (each a "Borrower" and
collectively the "Borrowers"), severally and not jointly, on behalf of and for
the benefit of the series of funds comprising each such Borrower as listed on
Schedule A to the Agreement as defined below (each a "Fund" and collectively
the "Funds") promises to pay to the order of USAA Capital Corporation ("CAPCO")
at CAPCO's office located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, 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 12, 1999 (as amended or modified, the "Agreement"), among
the Borrowers and CAPCO, together with interest thereon at the rate or rates
set forth in the Agreement. All payments of interest and principal outstanding
shall be made in accordance with the terms of the Agreement.
This Note evidences Loans made pursuant to, and is entitled to the
benefits of, the Agreement. Terms not defined in this Note shall be as set
forth in the Agreement.
CAPCO is authorized to endorse the particulars of each Loan evidenced
hereby on the attached Schedule and to attach additional Schedules as
necessary, provided that the failure of CAPCO to do so or to do so accurately
shall not affect the obligations of any Borrower (or the Fund for whose benefit
it is borrowing) hereunder.
Each Borrower waives all claims to presentment, demand, protest, and
notice of dishonor. Each Borrower agrees to pay all reasonable costs of
collection, including reasonable attorney's fees in connection with the
enforcement of this Note.
CAPCO hereby agrees (i) that any claim, liability, or obligation arising
hereunder or under the Agreement whether on account of the principal of any
Loan, interest thereon, or any other amount due hereunder or thereunder shall
be satisfied only from the assets of the specific Fund for whose benefit a Loan
is borrowed and in any event in an amount not to exceed the outstanding
principal amount of any Loan borrowed for such Fund's benefit, together with
accrued and unpaid interest due and owing thereon, and such Fund's share of any
other amount due hereunder and under the Agreement (as determined in accordance
with the provisions of the Agreement) and (ii) that no assets of any Fund shall
be used to satisfy any claim, liability, or obligation arising hereunder or
under the Agreement with respect to the outstanding principal amount of any
Loan borrowed for the benefit of any other Fund or any accrued and unpaid
interest due and owing thereon or such other Fund's share of any other amount
due hereunder and under the Agreement (as determined in accordance with the
provisions of the Agreement).
Neither the shareholders, trustees, officers, employees and other agents
of any Borrower or Fund shall be personally bound by or liable for any
indebtedness, liability or obligation hereunder or under the Note nor shall
resort be had to their private property for the satisfaction of any obligation
or claim hereunder.
Loans under the Agreement and this Note are subordinated to loans made
under the $100,000,000 364-day committed Mater Revolving Credit Facility
Agreement between the Borrowers and NationsBank, N.A. (NationsBank), dated
January 13, 1999, in the manner and to the extent set forth in the Agreement
among the Borrowers, CAPCO and NationsBank, dated January 13, 1999.
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
LOANS AND PAYMENT OF PRINCIPAL
This schedule (grid) is attached to and made a part of the Promissory Note
dated January 12, 1999, executed by USAA MUTUAL FUND, INC., USAA INVESTMENT
TRUST, USAA TAX EXEMPT FUND, INC. AND USAA STATE TAX-FREE TRUST on behalf of
and for the benefit of the series of funds comprising each such Borrower
payable to the order of USAA CAPITAL CORPORATION.
[GRID]
Date of Loan
Borrower
and Fund
Amount of
Loan
Type of Rate and
Interest Rate on Date
of Borrowing
Amount of
Principal Repaid
Date of
Repayment
Other
Expenses
Notation made
by
EXHIBIT B
USAA CAPITAL CORPORATION
MASTER REVOLVING
CREDIT FACILITY AGREEMENT
BORROWER INFORMATION SHEET
BORROWER: USAA MUTUAL FUND, INC., USAA INVESTMENT TRUST, USAA TAX EXEMPT FUND,
INC. AND USAA STATE TAX-FREE TRUST
ADDRESS FOR NOTICES AND OTHER COMMUNICATIONS TO THE BORROWER:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (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:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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)
STATE STREET BANK AND TRUST COMPANY, BOSTON, MASSACHUSETTS
----------------------------------------------------------
ABA #011-00-0028
----------------
USAA MUTUAL FUND, INC.
======================
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 S&P 500 INDEX FUND ACCT.# ▇▇▇▇-▇▇▇-▇
-------------------------------------------------------------
USAA SCIENCE & TECHNOLOGY FUND ACCT.# ▇▇▇▇-▇▇▇-▇
-------------------------------------------------------------
USAA FIRST START GROWTH FUND ACCT.# ▇▇▇▇-▇▇▇-▇
-------------------------------------------------------------
USAA INVESTMENT TRUST
=====================
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.
==========================
USAA 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
=========================
USAA FLORIDA TAX-FREE INCOME FUND ACCT.# ▇▇▇▇-▇▇▇-▇
-------------------------------------------------------------
USAA FLORIDA TAX-FREE MONEY MARKET FUND ACCT.# ▇▇▇▇-▇▇▇-▇
-------------------------------------------------------------
USAA TEXAS TAX-FREE INCOME FUND ACCT.# ▇▇▇▇-▇▇▇-▇
-------------------------------------------------------------
USAA TEXAS TAX-FREE MONEY MARKET FUND ACCT.# ▇▇▇▇-▇▇▇-▇
-------------------------------------------------------------
EXHIBIT C
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ADDRESS FOR USAA CAPITAL CORPORATION
USAA Capital Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
EXHIBIT D
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OFFICER'S CERTIFICATE
---------------------
The undersigned hereby certifies that he is the duly elected Secretary of USAA
Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. and USAA
State Tax-Free Trust and that he is authorized to execute this Certificate on
behalf of USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund,
Inc. and USAA State Tax-Free Trust. The undersigned hereby further certifies to
the following:
The following individuals are duly authorized to act on behalf of USAA Mutual
Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. and USAA State
Tax-Free Trust, by transmitting telephonic, telex, or telecopy instructions and
other communications with regard to borrowing and payments pursuant to the
uncommitted Master Revolving Credit Agreement with USAA Capital Corporation.
The signature set opposite the name of each individual below is that
individual's genuine signature.
NAME OFFICE SIGNATURE
---- ------ ---------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇ President /S/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
-------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Senior Vice President,
Fixed Income Investments /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
-------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President,
Equity Investments /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President,
Mutual Fund Portfolios /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Vice President,
Controller /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ Executive Director,
Mutual Fund Analysis
and Support /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
IN WITNESS WHEREOF, I have executed this Certificate as of this 12th day of
January, 1999.
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
I, ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇, President of USAA Mutual Fund, Inc., USAA Investment
Trust, USAA Tax Exempt Fund, Inc. And USAA State Tax-Free Trust hereby certify
that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is, and has been at all times since a date prior to the
date of this Certificate, the duly elected, qualified, and acting Secretary of
USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. And
USAA State Tax-Free Trust and that the signature set forth above is his true
and correct signature.
DATE: January 12, 1999 /S/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
President
EXHIBIT 8(j)
January 13, 1999
USAA Mutual Fund, Inc.,
USAA Investment Trust,
USAA Tax Exempt Fund, Inc., and
USAA State Tax-Free Trust, on behalf of and for
the benefit of the series
of funds comprising each such Borrower
as set forth on Schedule A hereto
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇, President
Gentlemen:
This Facility Agreement Letter (this "Agreement") sets forth the terms and
conditions for loans (each a "Loan" and collectively the "Loans") which
NationsBank, N.A., successor by merger to NationsBank of Texas, N.A. (the
"Bank"), agrees to make during the period commencing January 13, 1999 and
ending January 12, 2000 (the "Facility Period") to USAA Mutual Fund, Inc., USAA
Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust,
and each investment company which may become a party hereto pursuant to the
terms of this Agreement (each a "Borrower" and collectively the "Borrowers"),
each of which is executing this Agreement on behalf of and for the benefit of
the series of funds comprising each such Borrower as set forth on Schedule A
hereto (as hereafter modified or amended in accordance with the terms hereof)
(each a "Fund" and collectively the "Funds"), under a master revolving credit
facility (the "Facility"). This Agreement replaces in its entirety that certain
Facility Agreement Letter dated January 14, 1998, 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, ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 Facilities
(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 Facilities for the
benefit of such Fund, if the aggregate amount of such Loan and such other loans
exceed 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,
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 the
Loans outstanding from time to time shall bear interest at a rate per annum
equal to, at the option of the applicable Borrower(s), (i) the aggregate of the
Federal Funds Rate (as defined below) plus .28 of one percent (1%) (28 basis
points) or (ii) the aggregate of the London Interbank Offered Rate (as defined
below) plus 28 basis points. The rate of interest payable on such outstanding
amounts 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(s) and the Bank 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 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 if it would be
unlawful for the Bank to make or maintain Loans 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 Loans. 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 shall bear interest at a rate per annum equal to the aggregate of the
Federal Funds Rate plus 1.125 percent (112.5 basis points) and shall be payable
on demand. If the applicable Borrowers do 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 or Loans 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 borrow,
repay and reborrow funds hereunder. The Loans shall be
evidenced by a duly executed and delivered Master Grid Promissory Note in the
form of EXHIBIT A. Each Loan shall be in an aggregate amount not less than ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 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 Borrower(s) 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, the Funds (to be allocated among
the Funds as the Borrowers deem appropriate) shall pay to the Bank a facility
fee (the "Facility Fee") in the amount of .07 of one percent (7 basis points)
of the amount of the Commitment, as it may be reduced pursuant to section 6.
The Facility Fee shall be payable quarterly in arrears beginning March 31,
1999, and upon termination of the Facility (whether by acceleration or
otherwise).
6. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENT. The Borrowers 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 if
at the time of a request for a Loan by a Borrower (on behalf of the applicable
Fund(s)) there exists any Event of Default or condition which, with the passage
of time or giving of notice, or both, would
constitute or become an Event of Default with respect to such Borrower (or such
applicable Fund(s)).
9. LOAN REQUESTS. Each request for a Loan (each a "Borrowing Notice")
shall be in writing by the applicable Borrower(s), except that such Borrower(s)
may make an oral request (each an "Oral Request") provided that each Oral
Request shall be followed by a written Borrowing Notice within one business
day. Each Borrowing Notice shall specify the following terms ("Terms") of the
requested Loan: (i) the date on which such Loan is to be disbursed, (ii) the
principal amount of such Loan, (iii) the Borrower(s) which are borrowing such
Loan and the amount of such Loan to be borrowed by each Borrower, (iv) the
Funds for whose benefit the Loan is being borrowed and the amount of the Loan
which is for the benefit of each such Fund, (v) whether such Loan shall bear
interest at 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(s) that all of the representations and warranties in
Section 12 hereof are true and correct as of such date and that no Event of
Default or other condition which with the passage of time or giving of notice,
or both, would result in an Event of Default, has occurred or is occurring.
10. CONFIRMATIONS; CREDITING OF FUNDS; RELIANCE BY THE BANK. Upon
receipt by the Bank of a Borrowing Notice:
(a) The Bank shall send each applicable Borrower written
confirmation of the Terms of such Loan via facsimile or telecopy, as
soon as reasonably practicable; provided, however, that the failure to
do so shall not affect the obligation of any such Borrower;
(b) 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(s) as specified in EXHIBIT B to this
Agreement or as such Borrower(s) shall otherwise specify to the Bank in
a writing signed by an Authorized Individual (as defined in Section 11)
of such Borrower(s) 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
Borrower.
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 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 such
Borrower to execute, deliver and perform this Agreement and the Note on behalf
of the applicable Funds, (c) an Officer's Certificate in substantially the form
set forth in EXHIBIT D to this Agreement, authorizing certain individuals
("Authorized Individuals"), to take on behalf of each Borrower (on behalf of
the applicable Funds) actions contemplated by this Agreement and the Note, (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 makes with respect to itself, and as may be relevant, the series of
Funds comprising such Borrower the following representations and warranties,
which shall survive the execution and delivery hereof and of the Note:
(a) ORGANIZATION; STANDING, ETC. The Borrower is a corporation
or trust duly organized, validly existing, and in good standing under
applicable state laws and has all requisite corporate or trust power and
authority to carry on its respective businesses as now conducted and
proposed to be conducted, to enter into this Agreement and all other
documents to be executed by it in connection with the transactions
contemplated hereby, to issue and borrow under the Note and to carry out
the terms hereof and thereof;
(b) FINANCIAL INFORMATION; DISCLOSURE, ETC. The Borrower has
furnished the Bank with certain financial statements of such Borrower
with respect to itself and the applicable Funds, all of which such
financial statements have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis and fairly
present the financial position and results of operations of such
Borrower and the applicable Funds on the dates and for the periods
indicated. Neither this Agreement nor any financial statements, reports
or other documents or certificates furnished to the Bank by such
Borrower or the applicable Funds 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 the Borrower and will not result in any
violation of or be in conflict with or constitute a default under any
term of the charter, by-laws or trust agreement of such Borrower or the
applicable Funds, or of any borrowing restrictions or prospectus or
statement of additional information of such Borrower
or the applicable Funds, or of any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to
such Borrower, or result in the creation of any mortgage, lien, charge
or encumbrance upon any of the properties or assets of such Borrower or
the applicable Funds pursuant to any such term. The Borrower and the
applicable Funds are not in violation of any term of their respective
charter, by-laws or trust agreement, and such Borrower and the
applicable Funds are not in violation of any material term of any
agreement or instrument to which they are a party, or to the best of
such Borrower's knowledge, of any judgment, decree, order, statute, rule
or governmental regulation applicable to them;
(d) SEC COMPLIANCE. The Borrower and the applicable Funds are
in compliance in all material respects with all federal and state
securities or similar laws and regulations, including all material
rules, regulations and administrative orders of the Securities and
Exchange Commission (the "SEC") and applicable Blue Sky authorities. The
Borrower and the applicable Funds are in compliance in all material
respects with all of the provisions of the Investment Company Act of
1940, and such Borrower has filed all reports with the SEC that are
required of it or the applicable Funds;
(e) LITIGATION. There is no action, suit or proceeding pending
or, to the best of the Borrower's knowledge, threatened against such
Borrower or the applicable Funds in any court or before any arbitrator
or governmental body which seeks to restrain any of the transactions
contemplated by this Agreement or which, if adversely determined, could
have a material adverse effect on the assets or business operations of
such Borrower or the applicable Funds or the ability of such Borrower
and the applicable Funds to pay and perform their obligations hereunder
and under the Notes;
(f) BORROWERS' RELATIONSHIP TO FUNDS. The assets of each Fund
for whose benefit Loans are borrowed by the applicable Borrower are
subject to and liable for such Loans and are available to the applicable
Borrower for the repayment of such Loans; and
(g) YEAR 2000 PREPAREDNESS. The Borrower has (i) initiated a
review and assessment of all areas within its business and operations
(including those affected by suppliers, vendors and customers) that
could be adversely affected by the "Year 2000 Problem" (that is, the
risk that computer applications used by such Borrower may be unable to
recognize and perform properly date-sensitive functions involving
certain dates prior to and any date after December 31, 1999), (ii)
developed a plan and timeline for addressing the Year 2000 Problem on a
timely basis, and (iii) to date, implemented that plan in accordance
with that timetable. Based on the foregoing, such Borrower reasonably
believes that all computer applications that are material to its
business and operations are reasonably expected on a timely basis to be
able to perform properly date-sensitive functions for all dates before
and after January 1, 2000 (that is, be "Year 2000 compliant"), except to
the extent that a failure to do so could not reasonably be expected to
have a material adverse effect on the assets or business operations of
such Borrower or the applicable Funds or the ability of such Borrower
and the applicable Funds to pay and perform their obligations hereunder
and under the Note.
13. AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all
amounts of principal and interest due to the Bank by a Borrower pursuant to any
Loan made to such Borrower is irrevocably paid in full, and until the Bank is
no longer obligated to make Loans to such Borrower, such Borrower (for itself
and on behalf of its respective Funds) 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 Funds, Statements of Assets and Liabilities,
Statements of Operations and Statements of Changes in Net Assets of each
applicable Fund for such fiscal year, as set forth in each applicable
Fund's Annual Report to shareholders together with a calculation of the
maximum amount which each applicable Fund could borrow under its
Borrowing Limit as of the end of such fiscal year;
(b) To deliver to 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 Funds, 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 to perform its obligations under this Agreement
or the Note;
(d) To do, or cause to be done, all things necessary to
preserve and keep in full force and effect the corporate or trust
existence of such Borrower and all permits, rights and privileges
necessary for the conduct of its businesses and to comply in all
material respects with all applicable laws, regulations and orders,
including without limitation, all rules and regulations promulgated by
the SEC;
(e) To promptly notify the Bank of any litigation, threatened
legal proceeding or investigation by a governmental authority which
could materially affect the ability of such Borrower or the applicable
Funds to promptly repay the outstanding Loans or otherwise perform their
obligations hereunder;
(f) In the event a Loan for the benefit of a particular Fund is
not repaid in full within 10 days after the date it is borrowed, and
until such Loan is repaid in full, to deliver to 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 such request, a statement setting forth the
total assets of each Fund for whose benefit a Loan is outstanding on the
date of such request.
14. NEGATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts
of principal and interest due to the Bank by a Borrower pursuant to any Loan
made to such Borrower is irrevocably paid in full, and until the Bank is no
longer obligated to make Loans to such Borrower, such Borrower (for itself and
on behalf of its respective Funds) agrees:
(a) Not to incur any indebtedness for borrowed money (other
than pursuant to a Five Hundred Million United States Dollar (U.S.
$500,000,000) uncommitted master revolving credit facility and a Two
Hundred Fifty Million United States Dollar (U.S. $250,000,000) Committed
Master Revolving Credit Facility with USAA Capital Corporation (the
"Other Facilities") 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 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 may without such
consent merge, consolidate with, or purchase substantially all of the
assets of, or sell substantially all of its assets to, an affiliated
investment company or series thereof, as provided for in Rule 17a-8 of
the Investment Company Act of 1940.
15. EVENTS OF DEFAULT. If any of the following events (each an "Event of
Default") shall occur (it being understood that an Event of Default with
respect to one Fund or Borrower shall not constitute an Event of Default with
respect to any other Fund or Borrower):
(a) Any Borrower or Fund shall default in the payment of
principal or interest on any Loan or any other fee due hereunder for a
period of five (5) days after the same becomes due and payable, whether
at maturity or with respect to the Facility Fee at a date fixed for the
payment thereof;
(b) Any Borrower or Fund shall default in the performance of or
compliance with any term contained in Section 13 hereof and such default
shall not have been remedied within thirty (30) days after written
notice thereof shall have been given such Borrower or Fund by the Bank;
(c) Any Borrower or Fund shall default in the performance of or
compliance with any term contained in Section 14 hereof;
(d) Any Borrower or Fund shall default in the performance or
compliance with any other term contained herein and such default shall
not have been remedied within thirty (30) days after written notice
thereof shall have been given such Borrower or Fund by the Bank;
(e) Any representation or warranty made by a Borrower or Fund
herein or pursuant hereto shall prove to have been false or incorrect in
any material respect when made;
(f) 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 each Fund; or
(g) An event of default shall occur and be continuing under the
Other Facilities; 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 or Fund (i) terminate its commitment to make any
Loan hereunder, whereupon said commitment shall forthwith terminate
without any other notice of any kind with respect to such Borrower or
Fund and (ii) declare the principal and interest in respect of any
outstanding Loans with respect to such Borrower or Fund, and all other
amounts due hereunder with respect to such Borrower or Fund, to be
immediately due and payable whereupon the principal and interest in
respect thereof and all other amounts due hereunder shall become
forthwith due and payable without presentment, demand, protest or other
notice of any kind, all of which are expressly waived by the Borrowers.
16. NEW BORROWERS; NEW FUNDS. So long as no Event of Default or
condition which, with the passage of time or the giving of notice, or both,
would constitute or become an Event of Default has occurred and is continuing,
and with the prior consent of 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(s) and/or Fund(s), as the case may be. In the case of a
default in the payment of any principal or interest on any Loan or in the
payment of any fee due hereunder, the relevant Fund(s) (to be allocated among
such Funds as the Borrowers deem appropriate) shall pay to the Bank such
further amount as shall be sufficient to cover the cost and expense of
collection, including, without limitation, reasonable attorney's fees and
expenses.
19. NO WAIVER OF REMEDIES. No course of dealing or failure or delay on
the part of 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. The Fund(s) (to be allocated among the Funds as the
Borrowers deem appropriate) shall pay on demand all reasonable out-of-pocket
costs and expenses (including reasonable attorney's fees and expenses) incurred
by the Bank in connection with the collection and any other enforcement
proceedings of or regarding this Agreement, any Loan or the Note.
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 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) 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 Borrowers or 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.
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, the Funds and the Bank.
Sincerely,
NATIONSBANK, N.A.
By: /S/ ▇▇▇▇ ▇'▇▇▇▇▇
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▇▇▇▇ ▇'▇▇▇▇▇
Vice President
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/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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
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
SCHEDULE A
FUNDS FOR WHOSE BENEFIT LOANS CAN
BE BORROWED UNDER FACILITY AGREEMENT
AND BORROWING LIMIT
Maximum Percent of the
Total Assets Which Can
Be Borrowed Under Facility
BORROWER FUNDS AGREEMENT AND OTHER FACILITIES
-------- ----- ------------------------------
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 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇ 15
USAA Virginia Money Market 15
USAA STATE TAX-FREE TRUST USAA Florida Tax-Free Income 15
USAA Florida Tax-Free Money Market 15
USAA Texas Tax-Free Income 15
USAA Texas Tax-Free Money Market 15
EXHIBIT A
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MASTER GRID PROMISSORY NOTE
U.S. $100,000,000 Dated: January 13, 1999
FOR VALUE RECEIVED, each of the undersigned (each a "Borrower" and
collectively the "Borrowers"), severally and not jointly, on behalf of and for
the benefit of the series of funds comprising each such Borrower as listed on
Schedule A to the Agreement as defined below (each a "Fund" and collectively
the "Funds") promises to pay to the order of NATIONSBANK, N.A. (the "Bank") at
the Bank'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 the Bank to such
Borrower for the benefit of the applicable Funds under the Facility Agreement
Letter dated January 13, 1999 (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.
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
LOANS AND PAYMENT OF PRINCIPAL
This schedule (grid) is attached to and made a part of the Promissory Note
dated January 13, 1999, executed by USAA MUTUAL FUND, INC., USAA INVESTMENT
TRUST, USAA TAX EXEMPT FUND, INC. AND USAA STATE TAX-FREE TRUST on behalf of
and for the benefit of the series of funds comprising each such Borrower
payable to the order of NATIONSBANK, 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 B
---------
NATIONSBANK, N.A.
MASTER REVOLVING
CREDIT FACILITY AGREEMENT
BORROWER INFORMATION SHEET
BORROWER: USAA MUTUAL FUND, INC., USAA INVESTMENT TRUST,
USAA TAX EXEMPT FUND, INC. AND USAA STATE TAX-FREE TRUST
ADDRESS FOR NOTICES AND OTHER COMMUNICATIONS TO THE BORROWER:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (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
INSTRUCTIONS FOR PAYMENTS TO BORROWER:
WE PAY VIA: __X__FED FUNDS _____CHIPS
TO: (PLEASE PLACE BANK NAME, CORESPONDENT NAME (IF APPLICABLE), CHIPS AND/OR
FED FUNDS ACCOUNT NUMBER BELOW)
STATE STREET BANK AND TRUST COMPANY, BOSTON, MASSACHUSETTS
----------------------------------------------------------
ABA #011-00-0028
----------------
USAA MUTUAL FUND, INC.
======================
USAA AGGRESSIVE GROWTH FUND ACCT.# ▇▇▇▇-▇▇▇-▇
----------------------------------------------------------------------
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 S&P 500 INDEX FUND ACCT.# ▇▇▇▇-▇▇▇-▇
----------------------------------------------------------------------
USAA SCIENCE & TECHNOLOGY FUND ACCT.# ▇▇▇▇-▇▇▇-▇
----------------------------------------------------------------------
USAA FIRST START GROWTH FUND ACCT.# ▇▇▇▇-▇▇▇-▇
----------------------------------------------------------------------
USAA INVESTMENT TRUST
=====================
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 GROWTH STRATEGY FUND ACCT.# ▇▇▇▇-▇▇▇-▇
----------------------------------------------------------------------
USAA INCOME STRATEGY FUND ACCT.# ▇▇▇▇-▇▇▇-▇
----------------------------------------------------------------------
USAA BALANCED STRATEGY FUND ACCT.# ▇▇▇▇-▇▇▇-▇
----------------------------------------------------------------------
USAA TAX EXEMPT FUND, INC.
==========================
USAA 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
=========================
USAA FLORIDA TAX-FREE INCOME FUND ACCT.# ▇▇▇▇-▇▇▇-▇
----------------------------------------------------------------------
USAA FLORIDA TAX-FREE MONEY MARKET FUND ACCT.# ▇▇▇▇-▇▇▇-▇
----------------------------------------------------------------------
USAA TEXAS TAX-FREE INCOME FUND ACCT.# ▇▇▇▇-▇▇▇-▇
----------------------------------------------------------------------
USAA TEXAS TAX-FREE MONEY MARKET FUND ACCT.# ▇▇▇▇-▇▇▇-▇
----------------------------------------------------------------------
EXHIBIT C
---------
ADDRESS FOR THE BANK
NationsBank, N.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇'▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
EXHIBIT D
---------
OFFICER'S CERTIFICATE
---------------------
The undersigned hereby certifies that he is the duly elected Secretary of USAA
Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. and USAA
State Tax-Free Trust and that he is authorized to execute this Certificate on
behalf of USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund,
Inc. and USAA State Tax-Free Trust. The undersigned hereby further certifies to
the following:
The following individuals are duly authorized to act on behalf of USAA Mutual
Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. and USAA State
Tax-Free Trust, by transmitting telephonic, telex, or telecopy instructions and
other communications with regard to borrowings and payments pursuant to the
Master Revolving Credit Facility Agreement with NationsBank, N.A. The signature
set opposite the name of each individual below is that individual's genuine
signature.
NAME OFFICE SIGNATURE
---- ------ ---------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇ President /S/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
-------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Senior Vice President,
Fixed Income Investments /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
-------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President,
Equity Investments /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President,
Mutual Fund Portfolios /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Vice President,
Controller /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ Executive Director,
Mutual Fund Analysis
and Support /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
IN WITNESS WHEREOF, I have executed this Certificate as of this 12th day of
January, 1999.
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
I, ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇, President of USAA Mutual Fund, Inc., USAA Investment
Trust, USAA Tax Exempt Fund, Inc. and USAA State Tax-Free Trust hereby certify
that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is, and has been at all times since a date prior to the
date of this Certificate, the duly elected, qualified, and acting Secretary of
USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. and
USAA State Tax-Free Trust and that the signature set forth above is his true
and correct signature.
DATE: January 13, 1999 /S/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
President
Subordination EXHIBIT E
NationsBank of Texas, N.A. Agreement
This is an agreement among: Dated: January 13, 1999
NAME AND ADDRESS OF LENDER (INCLUDING COUNTY):
NationsBank of Texas, N.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
(LENDER)
NAME AND ADDRESS OF BORROWER:
USAA Mutual Fund, Inc.
USAA Investment Trust
USAA Tax Exempt Fund, Inc.
USAA State Tax-Free Trust
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
(DEBTOR)
NAME AND ADDRESS OF CREDITOR:
USAA Capital Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
(CREDITOR)
1. BACKGROUND. Debtor is or may be indebted to Lender pursuant to that
certain Facility Agreement Letter dated January 13, 1999 between Debtor
and Lender ("Senior Facility Agreement"). Debtor also is or may be
indebted to Creditor pursuant to certain Facility Agreement Letters dated
January 12, 1999 between Debtor and Creditor ("Subordinated Facility
Agreements"). All debt (as hereinafter defined) under the Senior Facility
Agreement is hereinafter referred to as "senior debt" and all debt (as
hereinafter defined) under the Subordinated Facility Agreements 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 tortuous,
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 ▇▇▇ 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) (DEBTOR) (CREDITOR)
NationsBank, N.A. USAA Mutual Fund, Inc. USAA Capital Corporation
USAA Investment Trust
USAA Tax Exempt Fund, Inc.
USAA State Tax-Free Trust
By /s/ ▇▇▇▇ ▇'▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------ --------------------- -----------------------
Its Vice President Its President Its Treasurer
EXHIBIT 8(n)
January 12, 1999
USAA Mutual Fund, Inc.,
USAA Investment Trust,
USAA Tax Exempt Fund, Inc., and
USAA State Tax-Free Trust, on behalf of and for the
benefit of the series
of funds comprising each such Borrower
as set forth on Schedule A hereto
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇, President
Gentlemen:
This Facility Agreement Letter (this "Agreement") sets forth the terms and
conditions for loans (each a "Loan" and collectively the "Loans") which USAA
Capital Corporation ("CAPCO") may from time to time make during the period
commencing January 12, 1999 and ending January 11, 2000 (the "Facility Period")
to USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc.,
and USAA State Tax-Free Trust, and each investment company which may become a
party hereto pursuant to the terms of this Agreement (each a "Borrower" and
collectively the "Borrowers"), each of which is executing this Agreement on
behalf of and for the benefit of the series of funds comprising each such
Borrower as set forth on Schedule A hereto (as hereafter modified or amended in
accordance with the terms hereof) (each a "Fund" and collectively the "Funds"),
under a master revolving credit facility (the "Facility"). USAA Investment
Management Company is the Manager and Investment Advisor of each Fund. CAPCO
and the Borrowers hereby agree as follows:
1. AMOUNT. The aggregate principal amount of the Loans which may be
advanced under this Facility shall not exceed, at any one time outstanding, Two
Hundred Fifty Million Dollars ($250,000,000). The aggregate principal amount of
the Loans which may be borrowed by a Borrower for the benefit of a particular
Fund under this Facility shall not exceed the borrowing limit (the "Borrowing
Limit") on borrowings applicable to such Fund, as set forth on Schedule A
hereto.
2. PURPOSE AND LIMITATIONS ON BORROWINGS. Each Borrower will use the
proceeds of each Loan made to it solely for temporary or emergency purposes of
the Fund for whose benefit it is borrowing in accordance with such Fund's
Borrowing Limit (Schedule A) and prospectus in effect at the time of such Loan.
Portfolio securities may not be purchased by a Fund while there is a Loan
outstanding under the Facility or any other facility, if the aggregate amount
of such Loan and any other such loan exceeds 5% of the total assets of such
Fund.
3. BORROWING RATE AND MATURITY OF LOANS. CAPCO may make Loans to a
Borrower and the principal amount of the Loans outstanding from time to time
shall bear interest at a rate per annum equal to the rate at which CAPCO
obtains funding in the capital markets. Interest on the Loans shall be
calculated on the basis of a year of 360 days and the actual days elapsed but
shall not exceed the highest lawful rate. Each loan will be for an established
number of days agreed upon by the applicable Borrower and CAPCO.
Notwithstanding the above, all Loans to a Borrower shall be made available at a
rate per annum equal to the rate at which CAPCO would make loans to affiliates
and subsidiaries. Further, if the CAPCO rate exceeds the rate at which a
Borrower could obtain funds pursuant to the NationsBank, N.A. ("NationsBank")
364-day committed $100,000,000 Master Revolving Credit Facility, the Borrower
will in the absence of predominating circumstances, borrow from NationsBank.
Any past due principal and/or accrued interest shall bear interest at a rate
per annum equal to the aggregate of the Federal Funds Rate plus 1 percent (100
basis points) and shall be payable on demand.
4. ADVANCES, PAYMENTS, PREPAYMENTS AND READVANCES. Upon each Borrower's
request, and subject to the terms and conditions contained herein, CAPCO 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 at CAPCO's sole and
absolute discretion, borrow, repay and reborrow funds hereunder. The Loans
shall be evidenced by a duly executed and delivered Master Grid Promissory Note
in the form of EXHIBIT A. Each Loan shall be in an aggregate amount not less
than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (U.S. $100,000) and increments
of One Thousand United States Dollars (U.S. $1,000) in excess thereof. Payment
of principal and interest due with respect to each Loan shall be payable at the
maturity of such Loan and shall be made in funds immediately available to CAPCO
prior to 2 p.m. San Antonio time on the day such payment is due, or as CAPCO
shall otherwise direct from time to time and, subject to the terms and
conditions hereof, may be repaid with the proceeds of a new borrowing
hereunder. Notwithstanding any provision of this Agreement to the contrary, all
Loans, accrued but unpaid interest and other amounts payable hereunder shall be
due and payable upon termination of the Facility (whether by acceleration or
otherwise).
5. FACILITY FEE. 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, the Funds (to be allocated among the
Funds as the Borrowers deem appropriate) may pay to CAPCO a facility fee (the
"Facility Fee") in the amount up to .04 of one percent (4 basis points) of the
amount of the Commitment, as it may be reduced pursuant to section 6. The
Facility Fee shall be payable quarterly in arrears beginning March 31, 1999,
and upon termination of the Facility (whether by acceleration or otherwise).
6. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENT. The Borrowers 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 OF THE FACILITY. The Facility, unless extended
by written amendment, 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 if at the
time of a request for a Loan by a Borrower (on behalf of the applicable
Fund(s)) there exists any Event of Default or condition which, with the passage
of time or giving of notice, or both, would constitute or become an Event of
Default with respect to such Borrower (or such applicable Fund(s)).
9. LOAN REQUESTS. Each request for a Loan (each a "Borrowing Notice")
shall be in writing by the applicable Borrower(s), except that such Borrower(s)
may make an oral request (each an "Oral Request") provided that each Oral
Request shall be followed by a written Borrowing Notice within one business
day. Each Borrowing Notice shall specify the following terms ("Terms") of the
requested Loan: (i) the date on which such Loan is to be disbursed, (ii) the
principal amount of such Loan, (iii) the Borrower(s) which are borrowing such
Loan and the amount of such Loan to be borrowed by each Borrower, (iv) the
Funds for whose benefit the loan is being borrowed and the amount of the Loan
which is for the benefit of each such Fund, and (v) the requested maturity date
of the Loan. Each Borrowing Notice shall also set forth the total assets of
each Fund for whose benefit a portion of the Loan is being borrowed as of the
close of business on the day immediately preceding the date of such Borrowing
Notice. Borrowing notices shall be delivered to CAPCO by 9:00 a.m. San Antonio
time on the day the Loan is requested to be made.
Each Borrowing Notice shall constitute a representation to CAPCO by the
applicable Borrower(s) that all of the representations and warranties in
Section 12 hereof are true and correct as of such date and that no Event of
Default or other condition which with the passage of time or giving of notice,
or both, would result in an Event of Default, has occurred or is occurring.
10. CONFIRMATIONS; CREDITING OF FUNDS; RELIANCE BY CAPCO. Upon receipt
by CAPCO of a Borrowing Notice:
(a) CAPCO shall provide each applicable Borrower written
confirmation of the Terms of such Loan via facsimile or telecopy, as
soon as reasonably practicable; provided, however, that the failure to
do so shall not affect the obligation of any such Borrower;
(b) CAPCO shall make such Loan in accordance with the Terms by
transfer of the Loan amount in immediately available funds, to the
account of the applicable Borrower(s) as specified in EXHIBIT B to this
Agreement or as such Borrower(s) shall otherwise specify to CAPCO in a
writing signed by an Authorized Individual (as defined in Section 11) of
such Borrower(s); and
(c) CAPCO shall make appropriate entries on the Note or the
records of CAPCO to reflect the Terms of the Loan; provided, however,
that the failure to do so shall not affect the obligation of any
Borrower.
(d) CAPCO shall be entitled to rely upon and act hereunder
pursuant to any Oral Request which it reasonably believes to have been
made by the applicable Borrower through an Authorized Individual. If any
Borrower believes that the confirmation relating to any Loan contains
any error or discrepancy from the applicable Oral Request, such Borrower
will promptly notify CAPCO thereof.
11. BORROWING RESOLUTIONS AND OFFICERS' CERTIFICATES. Prior to the
making of any Loan pursuant to this Agreement, the Borrowers shall have
delivered to CAPCO (a) the duly executed Note, (b) Resolutions of each
Borrower's Trustees or Board of Directors authorizing such Borrower to execute,
deliver and perform this Agreement and the Note on behalf of the applicable
Funds, (c) an Officer's Certificate in substantially the form set forth in
EXHIBIT D to this Agreement, authorizing certain individuals ("Authorized
Individuals"), to take on behalf of each Borrower (on behalf of the applicable
Funds) actions contemplated by this Agreement and the Note, and (d) the Opinion
of Counsel to USAA Investment Management Company, Manager and Advisor to the
Borrowers, with respect to such matters as CAPCO may reasonably request .
12. REPRESENTATIONS AND WARRANTIES. In order to induce CAPCO to enter
into this Agreement and to make the Loans provided for hereunder, each Borrower
hereby makes with respect to itself, and as may be relevant, the series of
Funds comprising such Borrower, the following representations and warranties,
which shall survive the execution and delivery hereof and of the Note:
(a) ORGANIZATION, STANDING, ETC. The Borrower is a corporation
or trust duly organized, validly existing, and in good standing under
applicable state laws and has all requisite corporate or trust power and
authority to carry on its respective businesses as now conducted and
proposed to be conducted, to enter into this Agreement and all other
documents to be executed by it in connection with the transactions
contemplated hereby, to issue and borrow under the Note and to carry out
the terms hereof and thereof;
(b) FINANCIAL INFORMATION; DISCLOSURE, ETC. The Borrower has
furnished CAPCO with certain financial statements of such Borrower with
respect to itself and the applicable Funds, all of which such financial
statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis
and fairly present the financial position and results of operations of
such Borrower and the applicable Funds on the dates and for the periods
indicated. Neither this Agreement nor any financial statements, reports
or other documents or certificates furnished to CAPCO by such Borrower
or the applicable Funds in connection with the transactions contemplated
hereby contain any untrue statement of a material fact or omit to state
any material fact necessary to make the statements contained herein or
therein in light of the circumstances when made not misleading;
(c) AUTHORIZATION; COMPLIANCE WITH OTHER INSTRUMENTS. The
execution, delivery and performance of this Agreement and the Note, and
borrowings hereunder, have been duly authorized by all necessary
corporate or trust action of the Borrower and will not result in any
violation of or be in conflict with or constitute a default under any
term of the charter, by-laws or trust agreement of such Borrower or the
applicable Funds, or of any borrowing restrictions or prospectus or
statement of additional information of such Borrower or the applicable
Funds, or of any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to such Borrower, or
result in the creation of any mortgage, lien, charge or encumbrance upon
any of the properties or assets of such Borrower or the applicable Funds
pursuant to any such term. The Borrower and the applicable Funds are not
in violation of any term of their respective charter, by-laws or trust
agreement, and such Borrower and the applicable Funds are not in
violation of any material term of any agreement or instrument to which
they are a party, or to the best of such Borrower's knowledge, of any
judgment, decree, order, statute, rule or governmental regulation
applicable to them;
(d) SEC COMPLIANCE. The Borrower and the applicable Funds are
in compliance in all material respects with all federal and state
securities or similar laws and regulations, including all material
rules, regulations and administrative orders of the Securities and
Exchange Commission (the "SEC") and applicable Blue Sky authorities. The
Borrower and the applicable Funds are in compliance in all material
respects with all of the provisions of the Investment Company Act of
1940, and such Borrower has filed all reports with the SEC that are
required of it or the applicable Funds;
(e) LITIGATION. There is no action, suit or proceeding pending
or, to the best of the Borrower's knowledge, threatened against such
Borrower or the applicable Funds in any court or before any arbitrator
or governmental body which seeks to restrain any of the transactions
contemplated by this Agreement or which, if adversely determined, could
have a material adverse effect on the assets or business operations of
such Borrower or the applicable Funds or the ability of such Borrower
and the applicable Funds to pay and perform their obligations hereunder
and under the Notes;
(f) BORROWERS' RELATIONSHIP TO FUNDS. The assets of each Fund
for whose benefit Loans are borrowed by the applicable Borrower are
subject to and liable for such Loans and are available (except as
subordinated to borrowings under the NationsBank committed facility) to
the applicable Borrower for the repayment of such Loans; and
(g) YEAR 2000 PREPAREDNESS. Each Borrower has (i) initiated a
review and assessment of all areas within its business and operations
(including those affected by suppliers, vendors and customers) that
could be adversely affected by the "Year 2000 Problem" (that is, the
risk that computer applications used by such Borrower may be unable to
recognize and perform properly date-sensitive functions involving
certain dates prior to and any date after December 31, 1999), (ii)
developed a plan and timeline for addressing the Year 2000 Problem on a
timely basis, and (iii) to date, implemented that plan in accordance
with that timetable. Based on the foregoing, such Borrower reasonably
believes that all computer applications that are material to its
business and operations are reasonably expected on a timely basis to be
able to perform properly date-sensitive functions for all dates before
and after January 1, 2000 (that is, be "Year 2000 compliant"), except to
the extent that a failure to do so could not reasonably be expected to
have a material adverse effect on the assets or business operations of
such Borrower or the applicable Funds or the ability of such Borrower
and the applicable Funds to pay and perform their obligations hereunder
and under the Note.
13. AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all
amounts of principal and interest due to CAPCO by a Borrower pursuant to any
Loan made to such Borrower is irrevocably paid in full, and until the Facility
is terminated, such Borrower (for itself and on behalf of its respective Funds)
agrees:
(a) To deliver to CAPCO as soon as possible and in any event
within ninety (90) days after the end of each fiscal year of such
Borrower and the applicable Funds, Statements of Assets and Liabilities,
Statements of Operations and Statements of Changes in Net Assets of each
applicable Fund for such fiscal year, as set forth in each applicable
Fund's Annual Report to shareholders together with a calculation of the
maximum amount which each applicable Fund could borrow under its
Borrowing Limit as of the end of such fiscal year;
(b) To deliver to CAPCO as soon as available and in any event
within seventy-five (75) days after the end of each semiannual period of
such Borrower and the applicable Funds, Statements of Assets and
Liabilities, Statement of Operations and Statements of Changes in Net
Assets of each applicable Fund as of the end of such semiannual period,
as set forth in each applicable Funds Semiannual Report to shareholders,
together with a calculation of the maximum amount which each applicable
Fund could borrow under its Borrowing Limit at the end of such
semiannual period;
(c) To deliver to CAPCO prompt notice of the occurrence of any
event or condition which constitutes, or is likely to result in, a
change in such Borrower or any applicable Fund which could reasonably be
expected to materially adversely affect the ability of any applicable
Fund to promptly repay outstanding Loans made for its benefit or the
ability of such Borrower to perform its obligations under this Agreement
or the Note;
(d) To do, or cause to be done, all things necessary to
preserve and keep in full force and effect the corporate or trust
existence of such Borrower and all permits, rights and privileges
necessary for the conduct of its businesses and to comply in all
material respects with all applicable laws, regulations and orders,
including without limitation, all rules and regulations promulgated by
the SEC;
(e) To promptly notify CAPCO of any litigation, threatened
legal proceeding or investigation by a governmental authority which
could materially affect the ability of such Borrower or the applicable
Funds to promptly repay the outstanding Loans or otherwise perform their
obligations hereunder;
(f) In the event a Loan for the benefit of a particular Fund is
not repaid in full within 10 days after the date it is borrowed , and
until such Loan is repaid in full, to deliver to CAPCO, within two
business days after each Friday occurring after such 10th day, a
statement setting forth the total assets of such Fund as of the close of
business on each such Friday; and
(g) Upon the request of CAPCO which may be made by CAPCO from
time to time in the event CAPCO in good faith believes that there has
been a material adverse change in the capital markets generally, to
deliver to CAPCO, within two business days after such request, a
statement setting forth the total assets of each Fund for whose benefit
a Loan is outstanding on the date of such request.
14. NEGATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts
of principal and interest due to CAPCO by a Borrower pursuant to any Loan made
to such Borrower is irrevocably paid in full, and until the Facility is
terminated, such Borrower (for itself and on behalf of its respective Funds)
agrees:
(a) Not to incur any indebtedness for borrowed money (other
than pursuant to the One Hundred Million Dollar ($100,000,000) committed
Master Revolving Credit Facility with NationsBank, the Five Hundred
Million Dollar ($500,000,000) uncommitted Master Revolving Credit
Facility with CAPCO and for overdrafts incurred at the custodian of the
Funds from time to time in the normal course of business) except the
Loans, without the prior written consent of CAPCO, which consent will
not be unreasonably withheld; and
(b) Not to dissolve or terminate its existence, or merge or
consolidate with any other person or entity, or sell all or
substantially all of its assets in a single transaction or series of
related transactions (other than assets consisting of margin stock),
each without the prior written consent of CAPCO, which consent will not
be unreasonably withheld; provided that a Borrower may without such
consent merge, consolidate with, or purchase substantially all of the
assets of, or sell substantially all of its assets to, an affiliated
investment company or series thereof, as provided for in Rule 17a-8 of
the Investment Company Act of 1940.
15. EVENTS OF DEFAULT. If any of the following events (each an "Event of
Default") shall occur (it being understood that an Event of Default with
respect to one Fund or Borrower shall not constitute an Event of Default with
respect to any other Fund or Borrower):
(a) Any Borrower or Fund shall default in the payment of
principal or interest on any Loan or any other fee due hereunder for a
period of five (5) days after the same becomes due and payable, whether
at maturity or with respect to any Facility Fee at a date fixed for the
payment thereof;
(b) Any Borrower or Fund shall default in the performance of or
compliance with any term contained in Section 13 hereof and such default
shall not have been remedied within thirty (30) days after written
notice thereof shall have been given such Borrower or Fund by CAPCO;
(c) Any Borrower or Fund shall default in the performance of or
compliance with any term contained in Section 14 hereof;
(d) Any Borrower or Fund shall default in the performance or
compliance with any other term contained herein and such default shall
not have been remedied within thirty (30) days after written notice
thereof shall have been given such Borrower or Fund by CAPCO;
(e) Any representation or warranty made by a Borrower or Fund
herein or pursuant hereto shall prove to have been false or incorrect in
any material respect when made;
(f) An event of default shall occur and be continuing under any
other facility; then, in any event, and at any time thereafter, if any
Event of Default shall be continuing, CAPCO may by written notice to the
applicable Borrower or Fund (i) terminate the Facility with respect to
such Borrower or Fund and (ii) declare the principal and interest in
respect of any outstanding Loans with respect to such Borrower or Fund,
and all other amounts due hereunder with respect to such Borrower or
Fund, to be immediately due and payable whereupon the principal and
interest in respect thereof and all other amounts due hereunder shall
become forthwith due and payable without presentment, demand, protest or
other notice of any kind, all of which are expressly waived by the
Borrowers.
16. NEW BORROWERS; NEW FUNDS. So long as no Event of Default or
condition which, with the passage of time or the giving of notice, or both,
would constitute or become an Event of Default has occurred and is continuing,
and with the prior consent of CAPCO, which consent will not be unreasonably
withheld:
(a) Any investment company that becomes part of the same "group
of investment companies" (as that term is defined in Rule 11a-3 under
the Investment Company Act of 1940) as the original Borrowers to this
Agreement, may, by submitting an amended Schedule A and Exhibit B to
this Agreement to CAPCO (which amended Schedule A and Exhibit B shall
replace the corresponding Schedule and Exhibit which are, then a part of
this Agreement) and such other documents as CAPCO may reasonably
request, become a party to this Agreement and may become a "Borrower"
hereunder; and
(b) A Borrower may, by submitting an amended Schedule A and
Exhibit B to this Agreement to CAPCO (which amended Schedule A and
Exhibit B shall replace the corresponding Schedule and Exhibit which are
then a part of this Agreement), add additional Funds for whose benefit
such Borrower may borrow Loans. No such amendment of Schedule A to this
Agreement shall amend the Borrowing Limit applicable to any Fund without
the prior approval of CAPCO.
17. LIMITED RECOURSE. CAPCO agrees (i) that any claim, liability, or
obligation arising hereunder or under the Note whether on account of the
principal of any Loan, interest thereon, or any other amount due hereunder or
thereunder shall be satisfied only from the assets of the specific Fund for
whose benefit a Loan is borrowed and in any event in an amount not to exceed
the outstanding principal amount of any Loan borrowed for such Fund's benefit,
together with accrued and unpaid interest due and owing thereon, and such
Fund's share of any other amount due hereunder and under the Note (as
determined in accordance with the provisions hereof) and (ii) that no assets of
any fund shall be used to satisfy any claim, liability, or obligation arising
hereunder or under the Note with respect to the outstanding principal amount of
any Loan borrowed for the benefit of any other Fund or any accrued and unpaid
interest due and owing thereon or such other Fund's share of any other amount
due hereunder and under the Note (as determined in accordance with the
provisions hereof).
18. REMEDIES ON DEFAULT. In case any one or more Events of Default shall
occur and be continuing, CAPCO may proceed to protect and enforce its rights by
an action at law, suit in equity or other appropriate proceedings, against the
applicable Borrower(s) and/or Fund(s), as the case may be. In the case of a
default in the payment of any principal or interest on any Loan or in the
payment of any fee due hereunder, the relevant Fund(s) (to be allocated among
such Funds as the Borrowers deem appropriate) shall pay to CAPCO such further
amount as shall be sufficient to cover the cost and expense of collection,
including, without limitation, reasonable attorney's fees and expenses.
19. NO WAIVER OF REMEDIES. No course of dealing or failure or delay on
the part of CAPCO in exercising any right or remedy hereunder or under the Note
shall constitute a waiver of any right or remedy hereunder or under the Note,
nor shall any partial exercise of any right or remedy hereunder or under the
Note preclude any further exercise thereof or the exercise of any other right
or remedy hereunder or under the Note. Such rights and remedies expressly
provided are cumulative and not exclusive of any rights or remedies which CAPCO
would otherwise have.
20. EXPENSES. The Fund(s) (to be allocated among the Funds as the
Borrowers deem appropriate) shall pay on demand all reasonable out-of-pocket
costs and expenses (including reasonable attorney's fees and expenses) incurred
by CAPCO in connection with the collection and any other enforcement
proceedings of or regarding this Agreement, any Loan or the Note.
21. BENEFIT OF AGREEMENT. This Agreement and the Note shall be binding
upon and inure for the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided that no party to this
Agreement or the Note may assign any of its rights hereunder or thereunder
without the prior written consent of the other parties.
22. NOTICES. All notices hereunder and all written, facsimile or
telecopied confirmations of Oral Requests made hereunder shall be sent to the
Borrowers as indicated on EXHIBIT B and to CAPCO as indicated on EXHIBIT C.
23. MODIFICATIONS. No provision of this Agreement or the Note may be
waived, modified or discharged except by mutual written agreement of all
parties. THIS WRITTEN LOAN AGREEMENT AND THE NOTE REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.
24. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by
and construed in accordance with the laws of the state of Texas without regard
to the choice of law provisions thereof.
25. TRUST DISCLAIMER. Neither the shareholders, trustees, officers,
employees and other agents of any Borrower or Fund shall be personally bound by
or liable for any indebtedness, liability or obligation hereunder or under the
Note nor shall resort be had to their private property for the satisfaction of
any obligation or claim hereunder.
If this letter correctly reflects your agreement with us, please execute both
copies hereof and return one to us, whereupon this Agreement shall be binding
upon the Borrowers, the Funds and CAPCO.
Sincerely,
USAA CAPITAL CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President-Treasurer
AGREED AND ACCEPTED this 12th Day of January, 1999.
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
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
SCHEDULE A
----------
FUNDS FOR WHOSE BENEFIT LOANS CAN
BE BORROWED UNDER FACILITY AGREEMENT
BORROWER FUNDS BORROWING LIMIT
-------- ----- ---------------
(Maximum percent of total
assets which can be
borrowed under Facility
and the uncommitted
facility with CAPCO)
USAA MUTUAL FUND, INC. USAA Aggressive Growth 5% of Total Assets
USAA Growth & Income "
USAA Income Stock "
USAA Short-Term Bond "
USAA Money Market "
USAA Growth "
USAA Income "
USAA S&P 500 Index "
USAA Science & Technology "
USAA First Start Growth "
USAA 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 Texas Tax-Free Income "
USAA Texas Tax-Free Money Market "
EXHIBIT A
---------
MASTER GRID PROMISSORY NOTE
U.S. $250,000,000 Dated: January 12, 1999
FOR VALUE RECEIVED, each of the undersigned (each a "Borrower" and
collectively the "Borrowers"), severally and not jointly, on behalf of and for
the benefit of the series of funds comprising each such Borrower as listed on
Schedule A to the Agreement as defined below (each a "Fund" and collectively
the "Funds") promises to pay to the order of USAA Capital Corporation ("CAPCO")
at CAPCO's office located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, 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 12, 1999 (as amended or modified, the "Agreement"), among
the Borrowers and CAPCO, together with interest thereon at the rate or rates
set forth in the Agreement. All payments of interest and principal outstanding
shall be made in accordance with the terms of the Agreement.
This Note evidences Loans made pursuant to, and is entitled to the
benefits of, the Agreement. Terms not defined in this Note shall be as set
forth in the Agreement.
CAPCO is authorized to endorse the particulars of each Loan evidenced
hereby on the attached Schedule and to attach additional Schedules as
necessary, provided that the failure of CAPCO to do so or to do so accurately
shall not affect the obligations of any Borrower (or the Fund for whose benefit
it is borrowing) hereunder.
Each Borrower waives all claims to presentment, demand, protest, and
notice of dishonor. Each Borrower agrees to pay all reasonable costs of
collection, including reasonable attorney's fees in connection with the
enforcement of this Note.
CAPCO hereby agrees (i) that any claim, liability, or obligation arising
hereunder or under the Agreement whether on account of the principal of any
Loan, interest thereon, or any other amount due hereunder or thereunder shall
be satisfied only from the assets of the specific Fund for whose benefit a Loan
is borrowed and in any event in an amount not to exceed the outstanding
principal amount of any Loan borrowed for such Fund's benefit, together with
accrued and unpaid interest due and owing thereon, and such Fund's share of any
other amount due hereunder and under the Agreement (as determined in accordance
with the provisions of the Agreement) and (ii) that no assets of any Fund shall
be used to satisfy any claim, liability, or obligation arising hereunder or
under the Agreement with respect to the outstanding principal amount of any
Loan borrowed for the benefit of any other Fund or any accrued and unpaid
interest due and owing thereon or such other Fund's share of any other amount
due hereunder and under the Agreement (as determined in accordance with the
provisions of the Agreement).
Neither the shareholders, trustees, officers, employees and other agents
of any Borrower or Fund shall be personally bound by or liable for any
indebtedness, liability or obligation hereunder or under the Note nor shall
resort be had to their private property for the satisfaction of any obligation
or claim hereunder.
Loans under the Agreement and this Note are subordinated to loans made
under the $100,000,000 364-day committed Mater Revolving Credit Facility
Agreement between the Borrowers and NationsBank, N.A. (NationsBank), dated
January 13, 1999, in the manner and to the extent set forth in the Agreement
among the Borrowers, CAPCO and NationsBank, dated January 13, 1999.
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
LOANS AND PAYMENT OF PRINCIPAL
This schedule (grid) is attached to and made a part of the Promissory Note
dated January 12, 1999, executed by USAA MUTUAL FUND, INC., USAA INVESTMENT
TRUST, USAA TAX EXEMPT FUND, INC. AND USAA STATE TAX-FREE TRUST on behalf of
and for the benefit of the series of funds comprising each such Borrower
payable to the order of USAA CAPITAL CORPORATION.
[GRID]
Date of Loan
Borrower
and Fund
Amount of
Loan
Type of Rate and
Interest Rate on Date
of Borrowing
Amount of
Principal Repaid
Date of
Repayment
Other
Expenses
Notation made
by
EXHIBIT B
---------
USAA CAPITAL CORPORATION
MASTER REVOLVING
CREDIT FACILITY AGREEMENT
BORROWER INFORMATION SHEET
BORROWER: USAA MUTUAL FUND, INC., USAA INVESTMENT TRUST, USAA TAX EXEMPT
FUND, INC. AND USAA STATE TAX-FREE TRUST
ADDRESS FOR NOTICES AND OTHER COMMUNICATIONS TO THE BORROWER:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (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:
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Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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)
STATE STREET BANK AND TRUST COMPANY, BOSTON, MASSACHUSETTS
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ABA #011-00-0028
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USAA MUTUAL FUND, INC.
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USAA AGGRESSIVE GROWTH FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA GROWTH & INCOME FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA INCOME STOCK FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA SHORT-TERM BOND FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA MONEY MARKET FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA GROWTH FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA INCOME FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA S&P 500 INDEX FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA SCIENCE & TECHNOLOGY FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA FIRST START GROWTH FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA INVESTMENT TRUST
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USAA CORNERSTONE STRATEGY FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA GOLD FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA INTERNATIONAL FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA WORLD GROWTH FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA GNMA TRUST ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA TREASURY MONEY MARKET TRUST ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA EMERGING MARKETS FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA GROWTH AND TAX STRATEGY FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA BALANCED STRATEGY FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA GROWTH STRATEGY FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA INCOME STRATEGY FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA TAX EXEMPT FUND, INC.
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USAA LONG-TERM FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA INTERMEDIATE-TERM FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA SHORT-TERM FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA TAX EXEMPT MONEY MARKET FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA CALIFORNIA BOND FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA CALIFORNIA MONEY MARKET FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA NEW YORK BOND FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA NEW YORK MONEY MARKET FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA ▇▇▇▇▇▇▇▇ ▇▇▇▇ FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA VIRGINIA MONEY MARKET FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA STATE TAX-FREE TRUST
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USAA FLORIDA TAX-FREE INCOME FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA FLORIDA TAX-FREE MONEY MARKET FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA TEXAS TAX-FREE INCOME FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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USAA TEXAS TAX-FREE MONEY MARKET FUND ACCT.# ▇▇▇▇-▇▇▇-▇
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EXHIBIT C
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ADDRESS FOR USAA CAPITAL CORPORATION
USAA Capital Corporation
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▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
EXHIBIT D
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OFFICER'S CERTIFICATE
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The undersigned hereby certifies that he is the duly elected Secretary of USAA
Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. and USAA
State Tax-Free Trust and that he is authorized to execute this Certificate on
behalf of USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund,
Inc. and USAA State Tax-Free Trust. The undersigned hereby further certifies to
the following:
The following individuals are duly authorized to act on behalf of USAA Mutual
Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. and USAA State
Tax-Free Trust, by transmitting telephonic, telex, or telecopy instructions and
other communications with regard to borrowing and payments pursuant to the
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 /S/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Senior Vice President,
Fixed Income Investments /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President,
Equity Investments /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President,
Mutual Fund Portfolios /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Vice President,
Controller /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ Executive Director,
Mutual Fund Analysis
and Support /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
IN WITNESS WHEREOF, I have executed this Certificate as of this 12th day of
January, 1999.
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
I, ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇, President of USAA Mutual Fund, Inc., USAA Investment
Trust, USAA Tax Exempt Fund, Inc. And USAA State Tax-Free Trust hereby certify
that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is, and has been at all times since a date prior to the
date of this Certificate, the duly elected, qualified, and acting Secretary of
USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. And
USAA State Tax-Free Trust and that the signature set forth above is his true
and correct signature.
DATE: January 12, 1999 /S/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
President