FORM OF ADVISORY AGREEMENT
AGREEMENT made as of the ____ day of ____________, 2001 between USAA
INVESTMENT MANAGEMENT COMPANY, a corporation organized under the laws of the
state of Delaware and having a place of business in San Antonio, Texas (the
"Manager"), and USAA STATE TAX-FREE TRUST, a business trust organized under the
laws of the state of Delaware and having a place of business in San Antonio,
Texas (the "Trust").
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is so registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Manager is engaged principally in the business of
rendering investment management services and is registered under the Investment
Advisers Act of 1940, as amended; and
WHEREAS, the Trust is authorized to issue shares of capital stock
(the "Shares") in separate classes with each such class representing interests
in a separate portfolio of securities and other assets; and
WHEREAS, the Trust presently offers Shares in each of the classes
identified in Schedule A hereto (the "Existing Funds") (such classes, together
with all other classes subsequently established by the Trust with respect to
which the Trust desires to retain the Manager to render investment advisory
services hereunder and with respect to which the Manager is willing so to do,
being herein collectively referred to as the "Funds");
NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the
parties hereto as follows:
1. APPOINTMENT OF MANAGER.
(a) Existing Funds. The Trust hereby appoints the Manager to act as
manager and investment adviser for each of the Existing Funds for the period
and on the terms herein set forth. The Manager accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided.
(b) Additional Funds. In the event that the Trust establishes one or
more classes of Shares other than the Existing Funds with respect to which it
desires to retain the Manager to render management and investment advisory
services hereunder, it shall so notify the Manager in writing. If the Manager
is willing to render such services it shall notify the Trust in writing,
whereupon the Trust shall appoint the Manager to act as manager and investment
adviser for each of such classes of Shares for the period and on the terms
herein set forth, the Manager shall accept such appointment and agree to render
the services herein set forth for the compensation herein provided, and each of
such classes of Shares shall become a Fund hereunder.
2. DUTIES OF MANAGER.
The Manager, at its own expense, shall furnish the following services
and facilities to the Trust:
(a) Investment Program. The Manager will (i) furnish continuously an
investment program for each Fund, (ii) determine (subject to the overall
supervision and review of the Board of Trustees of the Trust) what investments
shall be purchased, held, sold or exchanged for each Fund and what portion, if
any, of the assets of each Fund shall be held uninvested, and (iii) make
changes on behalf of the Trust in the investments of each Fund.
(b) Monitoring. Should the Trust's Board of Trustees determine it is
in the best interests of a Fund's shareholders to invest all of its investable
assets in another mutual fund with substantially the same investment objective
(the "Portfolio"), the Manager will monitor the services provided to the
Portfolio, subject always to the control of the Trust's Board of Trustees. Such
monitoring may include among other things, review of Portfolio reports showing
the composition of securities in the Portfolio on a periodic basis and periodic
review of investment practices of the Portfolio. The Manager will report to the
Trust's Board of Trustees, at least annually, on the results of such monitoring
such that the Board may determine whether continued investment exclusively in
the Portfolio is in the best interests of the Fund's shareholders.
3. SUB-ADVISERS.
The Manager may employ one or more sub-advisers from time to time to
perform such of the acts and services of the Manager, including the selection
of brokers or dealers to execute the Fund's portfolio security transactions,
and upon such terms and conditions as may be agreed upon between the Manager
and such investment adviser and approved by the Trust's Board of Trustees.
4. ALLOCATION OF EXPENSES.
Except for the services and facilities to be provided by the Manager
set forth in Paragraph 2 above, the Trust assumes and shall pay all expenses
for all other Trust operations and activities and shall reimburse the Manager
for any such expenses incurred by the Manager. The expenses to be borne by the
Trust shall include, without limitation:
(a) the charges and expenses of any registrar, share transfer or
dividend disbursing agent, custodian, or depository appointed by the Trust for
the safekeeping of its cash, portfolio securities and other property;
(b) the charges and expenses of auditors;
(c) brokerage commissions for transactions in the portfolio
securities of the Trust;
(d) all taxes, including issuance and transfer taxes, and fees
payable by the Trust to federal, state or other governmental agencies;
(e) the cost of share certificates representing Shares of the Trust;
(f) fees involved in registering and maintaining registrations of the
Trust and of its Shares with the Securities and Exchange Commission and various
states and other jurisdictions;
(g) all expenses of shareholders' and Directors' meetings and of
preparing, printing and mailing proxy statements, quarterly reports, semiannual
reports, annual reports and other communications (including Prospectuses) to
existing shareholders;
(h) compensation and travel expenses of Directors who are not
"interested persons" within the meaning of the 1940 Act;
(i) the expense of furnishing or causing to be furnished to each
shareholder a statement of his account, including the expense of mailing;
(j) charges and expenses of legal counsel in connection with matters
relating to the Trust, including, without limitation, legal services rendered
in connection with the Trust's legal and financial structure and relations with
its shareholders, issuance of Trust Shares, and registration and qualification
of securities under federal, state and other laws;
(k) membership or association dues for the Investment Company
Institute or similar organizations;
(l) interest payable on Trust borrowings; and
(m) postage.
5. ADVISORY FEE.
(a) For the services and facilities to be provided by the Manager as
provided in Paragraph 2(a) hereof, the Trust shall pay to the Manager a monthly
fee with respect to each Fund computed as set forth in Schedule B or Schedule C
hereto. For the services and facilities to be provided by the Manager as
provided in Paragraph 2(b) hereof, the Trust shall pay no fee.
(b) The Manager may from time to time and for such periods as it
deems appropriate voluntarily waive fees or otherwise reduce its compensation
hereunder. With respect to each Fund identified in Schedule D hereto, in
addition to any amounts otherwise payable to the Manager as an advisory fee for
current services under this Agreement, the Trust shall be obligated to pay the
Manager amounts previously waived or expenses paid by the Manager with respect
to such Fund, provided that such additional payments are made not later than
the date identified in Schedule D hereto as the "Ending Date" and provided
further that the amount of such additional payment in any year, together with
all other expenses of the Fund, in the aggregate, would not cause the Fund's
expense ratio in such year to exceed the percentage of the Fund's average net
assets identified in Schedule D.
(c) In the event this Agreement is terminated with respect to any one
or more Funds as of a date other than the last day of any month, the Manager
shall pay the Trust a pro rata portion of the amount that the Manager would
have been required to pay, if any, had this Agreement remained in effect for
the full month, subject to such other adjustments as may be provided in
Schedule B hereto.
6. TRUST TRANSACTIONS.
In connection with the management of the investment and reinvestment
of the assets of the Trust, the Manager, acting by its own officers, directors
or employees or by a duly authorized subcontractor, is authorized to select the
brokers or dealers that will execute purchase and sale transactions for the
Trust and is directed to use its best efforts to seek on behalf of a Fund the
best overall terms available. In assessing the best overall terms available for
any transaction, the Manager shall consider all factors it deems relevant,
including the breadth of the market in and the price of the security, the
financial condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, with respect to the specific
transaction and on a continuing basis. Subject to this primary requirement, and
maintaining as its first consideration the benefits to the Trust and its
shareholders, the Manager shall have the right, subject to the control of the
Board of Trustees, to follow a policy of selecting brokers and dealers who
furnish statistical, research and other services to the Trust or to the
Manager.
7. RELATIONS WITH TRUST.
Subject to and in accordance with the Master Trust Agreement and
Bylaws of the Trust and of the Manager, respectively, it is understood that
Directors, officers, agents and shareholders of the Trust are or may be
interested in the Manager (or any successor thereof) as directors, officers, or
otherwise, that directors, officers, agents and shareholders of the Manager are
or may be interested in the Trust as Directors, officers, shareholders or
otherwise, that the Manager (or any such successor) is or may be interested in
the Trust as a shareholder or otherwise and that the effect of any such
interests shall be governed by said Master Trust Agreement and Bylaws.
8. LIABILITY OF MANAGER.
Neither the Manager nor its officers, directors, employees, agents or
controlling persons or assigns shall be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust or its shareholders in
connection with the matters to which this Agreement relates; provided that no
provision of this Agreement shall be deemed to protect the Manager against any
liability to the Trust or its shareholders to which it might otherwise be
subject by reason of any willful misfeasance, bad faith or gross negligence in
the performance of its duties or the reckless disregard of its obligations and
duties under this Agreement. Nor shall any provision hereof be deemed to
protect any Trustee or officer of the Trust against any such liability to which
he might otherwise be subject by reason of any willful misfeasance, bad faith
or gross negligence in the performance of his duties or the reckless disregard
of his obligations and duties. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
9. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) Duration. This Agreement shall be executed on the first date upon
which the Agreement shall have been approved by a majority of the outstanding
voting securities (as that term is defined in the 0000 Xxx) of any Existing
Fund. This Agreement shall become effective with respect to any Existing Fund
on the first day of the first month following the date upon which the Agreement
shall have been approved by a majority of the outstanding voting securities (as
that term is defined in the 0000 Xxx) of such Existing Fund, and with respect
to any additional Fund on the date set forth in the notice from the Manager in
accordance with Paragraph 1(b) hereof that the Manager is willing to serve as
Manager with respect to such Fund. Unless terminated as herein provided, this
Agreement shall remain in full force and effect with respect to each Existing
Fund through July 31, 2003, and, with respect to each additional Fund, through
the first July 31 occurring more than twelve months after the date on which
such Fund becomes a Fund hereunder, and shall continue in full force and effect
for periods of one year thereafter with respect to each Fund so long as such
continuance with respect to any such Fund is approved at least annually (a) by
either the Trustees of the Trust or by vote of a majority of the outstanding
voting shares (as defined in the 0000 Xxx) of such Fund, and (b) in either
event by the vote of a majority of the Trustees of the Trust who are not
parties to this Agreement or "interested persons" (as defined in the 0000 Xxx)
of any such party, cast in person at a meeting called for the purpose of voting
on such approval.
Any approval of this Agreement by the holders of a majority of the
outstanding shares (as defined in the 0000 Xxx) of any Fund shall be effective
to continue this Agreement with respect to any such Fund notwithstanding (A)
that this Agreement has not been approved by the holders of a majority of the
outstanding shares of any other Fund affected thereby, and (B) that this
Agreement has not been approved by the vote of a majority of the outstanding
shares of the Trust, unless such approval shall be required by any other
applicable law or otherwise.
(b) Termination. This Agreement may be terminated at any time,
without payment of any penalty, by vote of the Trustees of the Trust or by vote
of a majority of the outstanding shares (as defined in the 1940 Act), or by the
Manager on sixty (60) days' written notice to the other party.
(c) Automatic Termination. This Agreement shall automatically
terminate in the event of its assignment.
10. NAME OF TRUST.
It is understood that the name "USAA," and any logo associated with
that name, is the valuable property of the United Services Automobile
Association, and that the Trust has the right to include "USAA" as a part of
its name only so long as this Agreement shall continue and the Manager is a
wholly owned subsidiary of the United Services Automobile Association. Upon
termination of this Agreement
the Trust shall forthwith cease to use the "USAA" name and logo and shall
submit to its shareholders an amendment to its Master Trust Agreement to change
the Trust's name.
11. PRIOR AGREEMENT SUPERSEDED.
This Agreement supersedes any prior agreement relating to the subject
matter hereof between the parties.
12. SERVICES NOT EXCLUSIVE.
The services of the Manager to the Trust hereunder are not to be
deemed exclusive, and the Manager shall be free to render similar services to
others so long as its services hereunder are not impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first set forth above.
USAA STATE TAX-FREE TRUST USAA INVESTMENT MANAGEMENT
COMPANY
BY: ___________________________ BY: ___________________________
President President
SCHEDULE A TO ADVISORY AGREEMENT
LISTING OF FUNDS
NAME OF FUND
Florida Tax-Free Income Fund
Florida Tax-Free Money Market Fund
SCHEDULE B TO ADVISORY AGREEMENT - FOR
FUNDS WITH PERFORMANCE ADJUSTMENTS
This Schedule B shall apply to each of the Funds identified on Schedule B-1
hereto (each, a "Fund").
(a) GENERAL. The Trust shall pay to the Manager, as compensation for
the Manager's services and expenses assumed hereunder, a fee determined with
respect to each Fund, which shall be composed of the Basic Fee (defined below)
and a Performance Adjustment (defined below) to the Basic Fee based upon the
investment performance of a class of shares of the Fund in relation to the
investment record of a securities index determined by the Trustees of the Trust
to be appropriate over the same period.
(b) INDEX, CLASS AND CHANGES THERETO. The Trustees have initially
designated for each Fund the index and class of shares of the Fund identified
on Schedule B-1 as the index and class to be used for purposes of determining
the Performance Adjustment (referred to herein as the "Index" and the "Class,"
respectively). From time to time, the Trustees may, by a vote of the Trustees
of the Trust voting in person, including a majority of the Trustees who are not
parties to this Agreement or "interested persons" (as defined in the 0000 Xxx)
of any such parties, determine (i) that another securities index is a more
appropriate benchmark than the Index for purposes of evaluating the performance
of the Trust; and/or (ii) that a different class of shares of the Trust
representing interests in a Fund other than the Class is most appropriate for
use in calculating the Performance Adjustment. After ten days' written notice
to the Manager, a different index (the "Successor Index") may be substituted
for the Index in prospectively calculating the Performance Adjustment, and/or a
different class of shares (the "Successor Class") may be substituted in
calculating the Performance Adjustment. However, the calculation of that
portion of the Performance Adjustment attributable to any portion of the
performance period prior to the adoption of the Successor Index will still be
based upon the Fund's performance compared to the Index. The use of a Successor
Class of shares for purposes of calculating the Performance Adjustment shall
apply to the entire performance period so long as such Successor Class was
outstanding at the beginning of such period. In the event that such Successor
Class of shares was not outstanding for all or a portion of the Performance
Period, it may only be used in calculating that portion of the Performance
Adjustment attributable to the period during which such Successor Class was
outstanding and any prior portion of the Performance Period shall be calculated
using the Successor Class of shares previously designated.
(c) BASIC FEE. The basic fee for a Fund (the "Basic Fee") for any
period shall equal: (i) the Fund's average net assets during such period,
multiplied by (ii) the annual rate identified for such Fund on Schedule B-1
hereto, multiplied by (iii) a fraction, the numerator of which is the number of
calendar days in the payment period and the denominator of which is 365 (366 in
leap years).
(d) PERFORMANCE ADJUSTMENT. The amount of the performance adjustment
(the "Performance Adjustment") shall equal: (i) the average net assets of the
Fund over the Performance Period (as defined below), multiplied by (ii) the
Adjustment Rate (as defined below), multiplied by (iii) a fraction, the
numerator of which shall be the number of days in the last month of the
Performance Period and the denominator of which shall be 365. The resulting
dollar figure will be added to or subtracted from the Basic Fee depending on
whether the Fund experienced better or worse performance than the Index.
(e) ADJUSTMENT RATE. The adjustment rate (the "Adjustment Rate")
shall be as set forth in Schedule B-2 for each Fund, provided, however, that
the Performance Adjustment may be further adjusted to the extent necessary to
insure that the total adjustment to the Basic Fee on an annualized basis does
not exceed the maximum Performance Adjustment identified for such Fund in
Schedule B-2.
(f) PERFORMANCE PERIOD. The performance period (the "Performance
Period") shall commence on the first day of the month next occurring after this
Agreement becomes effective with respect to
the Fund (the "Commencement Date"), PROVIDED, HOWEVER, that if this Agreement
should become effective on the first day of a month with respect to a Fund,
then the Commencement Date shall be the first day of such month. The
Performance Period shall consist of the current month plus the preceding months
through the Commencement Date until a period of 36 months is included in the
Performance Period, PROVIDED, HOWEVER, that no Performance Adjustment shall be
made with respect to any period that is less than 12 months. In months
subsequent to a 36-month Performance Period having been reached, the
Performance Period will be a rolling 36-month period consisting of the most
recently completed month and the previous 35 months.
(g) MEASUREMENT CALCULATION. The Fund's investment performance will
be measured by comparing the (i) opening net asset value of one share of the
Class of the Fund on the first business day of the Performance Period with (ii)
the closing net asset value of one share of the Class of the Fund as of the
last business day of such period. In computing the investment performance of
the Fund and the investment record of the Index, distributions of realized
capital gains, the value of capital gains taxes per share paid or payable
undistributed realized long-term capital gains accumulated to the end of such
period and dividends paid out of investment income on the part of the Fund, and
all cash distributions of the companies whose securities comprise the Index,
will be treated as reinvested in accordance with Rule 205-1 or any other
applicable rule under the Investment Advisers Act of 1940, as the same from
time to time may be amended.
(h) PAYMENT OF FEES. The Management Fee payable hereunder shall be
computed daily and paid monthly in arrears.
(i) AVERAGE NET ASSETS. The term "average net assets" of a Fund as
used herein for any period shall mean the quotient produced by dividing (i) the
sum of the net assets of the Fund, as determined in accordance with procedures
established from time to time under the direction of the Board of Trustees of
the Trust, for each calendar day of such period, by (ii) the number of such
days.
(j) TERMINATION. In the event this Agreement with respect to any Fund
is terminated as of a date other than the last day of any month, the Basic Fee
shall be computed on the basis of the period ending on the last day on which
this Agreement is in effect for such Fund, subject to a pro rata adjustment
based on the number of days elapsed in the current month as a percentage of the
total number of days in such month. The amount of any Performance Adjustment to
the Basic Fee will be computed on the basis of and applied to the average net
assets over the Performance Period ending on the last day on which this
Agreement is in effect for such Fund.
SCHEDULE B-1 TO ADVISORY AGREEMENT - LISTING OF FUNDS
WITH PERFORMANCE ADJUSTMENT
ANNUAL BASIC
NAME OF FUND PERFORMANCE INDEX + FEE RATE
Florida Tax-Free Income Fund Florida Municipal Debt *
* The fee is computed at one-half of one percent (.50%) of the first $50
million of average net assets, two-fifths of one percent (.40%) for that
portion of average net assets over $50 million but not over $100 million,
and three-tenths of one percent (.30%) for that portion of average net
assets over $100 million. In calculating the fee for the Fund, the average
net assets of the Florida Tax-Free Income are combined with the average
net assets of the Florida Tax-Free Money Market Fund and the fee is
allocated pro rata based upon the average net assets of the two Funds.
+ Unless otherwise indicated, name refers to Lipper index.
SCHEDULE B-2 TO ADVISORY AGREEMENT - PERFORMANCE ADJUSTMENT RATE
FLORIDA TAX-FREE INCOME FUND
OVER/UNDER PERFORMANCE RELATIVE PERFORMANCE ADJUSTMENT RATE
TO INDEX (IN BASIS POINTS) (IN BASIS POINTS AS A PERCENTAGE
OF AVERAGE NET ASSETS)
+/- 20 to 50 +/- 4
+/- 51 to 100 x/- 0
x/- 000 xxx xxxxxxx x/- 0
SCHEDULE C TO ADVISORY AGREEMENT - FOR FUNDS
WITH NO PERFORMANCE ADJUSTMENT)
This Schedule C shall apply to each of the Funds identified on Schedule C-1
hereto (each, a "Fund").
(a) The Trust shall pay to the Manager a fee for each Fund calculated
daily and payable monthly in arrears, computed as a percentage of the average
net assets of the Fund for such month at the rate set forth in Schedule C-1
thereto.
(b) The "average net assets" of the Fund for any month shall be equal
to the quotient produced by dividing (i) the sum of the net assets of such
Fund, determined in accordance with procedures established from time to time by
or under the direction of the Board of Trustees of the Trust, for each calendar
day of such month, by (ii) the number of such days.
SCHEDULE C-1 TO ADVISORY AGREEMENT - LISTING OF FUNDS
AND FEE RATES
NAME OF FUND FEE RATE
Florida Tax-Free Money Market Fund *
* The fee is computed at one-half of one percent (.50%) of the first $50
million of average net assets, two-fifths of one percent (.40%) for that
portion of average net assets over $50 million but not over $100 million,
and three-tenths of one percent (.30%) for that portion of average net
assets over $100 million. In calculating the fee for the Fund, the
average net assets of the Florida Tax-Free Money Market Fund are combined
with the average net assets of the Florida Tax-Free Income Fund and the
fee is allocated pro rata based upon the average net assets of the two
Funds.
SCHEDULE D TO ADVISORY AGREEMENT - FOR FUNDS WITH FEE
WAIVER AND EXPENSE REIMBURSEMENT RECOVERY PLANS
NAME OF FUND ENDING DATE PERCENTAGE OF XXX
