"Usaa Mutual Fund Performance"
USAA Strategic Fund Adviser® and USAA Global Opportunities Portfolio Investment Advisory Agreement This Investment Advisory Agreement (Agreement) confirms the understanding between the undersigned (Client or you) and USAA Investment Management Company (IMCO, we, or us), an indirect wholly owned subsidiary of United Services Automobile Association (USAA) regarding the terms and conditions applicable to the USAA Strategic Fund Adviser (SFA) and USAA Global Opportunities Portfolio (GOP) program (each a Program). Please keep a copy of this Agreement for your records. 1. General Appointment of IMCO for the Management of Your Program Account. You must appoint IMCO as Manager of your Program Account by either (i) accessing our website and electronically completing and signing the new investment account application (Account Application); (ii) by returning a signed paper copy of the investment Account Application by mail to USAA Investment Management Company, Attn: Strategic Fund Adviser/Global Opportunities Portfolio, P.O. Box 659430, San Antonio, Texas 78265; or (iii) by facsimile to (800) 292-8177. By signing the new Account Application, you agree to the terms of this Agreement, appoint us as your agent for the purpose of performing our discretionary management services in accordance with this Agreement, authorize us to open and maintain a brokerage account in your name with us (your Program Account), and you understand and agree that you assume all risks associated with the purchase and sale of securities. A description of each Program’s investment strategy, asset allocation, and investments is included in the Program Brochure, which is incorporated by reference into this Agreement. 2. Investment Advisory and Other Services to be Rendered (a) SFA Program. SFA offers two investment management programs: the USAA Portfolios and the Marketplace Portfolios. Both programs are similarly managed and are designed to help you invest your money in an appropriate professionally managed portfolio of investments based on your risk tolerance and asset allocation principles. The USAA Portfolios invest primarily in mutual funds of the USAA Mutual Funds Trust, a series of mutual funds managed by us and referred to as the USAA mutual funds. The Marketplace Portfolios invest primarily in a portfolio of USAA mutual funds and non-USAA mutual funds. Both USAA Portfolios and Marketplace Portfolios also may invest in exchange- traded funds (ETFs), exchange-traded notes (ETNs), and the USAA Managed Allocation Fund (MAF), which is otherwise not offered for investment to the general public. Unless otherwise indicated, all references in this brochure to “funds” include both mutual funds and ETFs. The main differences between the USAA Portfolios and the Marketplace Portfolios are the mutual funds selected for your portfolio and the applicable Program Fee. (b) GOP Program. GOP is designed to help you invest your money, based on your risk tolerance and asset allocation principles, in an appropriate professionally managed portfolio consisting primarily of the USAA Global Opportunities Fund 91665-1010 1 as well as other USAA mutual funds. GOP is designed for investors with moderate to extensive investment knowledge who wish to pursue a long-term generally conservative growth strategy with a moderate level of risk. (c) You may place reasonable restrictions or make reasonable modifications of existing restrictions regarding the management of your Program Account. Any reasonable restriction you may wish to impose must be in writing and is subject to our review and approval. You may submit written requests for restrictions to us: (i) by mail at USAA Investment Management Company, Attn: Strategic Fund Adviser/Global Opportunities Portfolio, P.O. Box 659430, San Antonio, Texas 78265, or (ii) by facsimile to (800) 292-8177. We will not accept any restrictions that are inconsistent with your Program’s stated investment strategy or philosophy or is inconsistent with the nature or operation of that Program. Any requests for restrictions, if accepted by us, will become effective as soon as practicable following their delivery in writing to us. We and our affiliates, employees and agents shall not be liable to you or any other person for any investment made in violation of any restriction or guideline that was not submitted in writing and accepted by us. (d) You acknowledge and understand that the integrity and quality of the investment advisory services to be rendered by us under this Agreement are dependent upon the accuracy of the data and information supplied by you. We are under no affirmative duty to independently verify or audit any of such data or information. Thus, you should promptly notify us of any change in your investment objectives or financial condition that may affect the manner in which your assets should be invested. (e) We shall manage the assets that you deposit with us in accordance with your Program Account objectives and subject to any accepted restrictions or guidelines. We shall have full discretionary authority and power to buy, exchange, redeem, hold, and otherwise trade securities on your behalf and in your name. A detailed description of the Program investments is included in the Program Brochure. We will not buy assets on margin directly in your account, but certain USAA mutual funds held in your account may employ leverage as described in the underlying fund prospectuses. In no event will we be obligated to effect any transaction on your behalf which we, in our sole discretion, believe would be in violation of any applicable federal or state law, rule or regulation, or of the rules or regulations of any regulatory or self-regulatory body. (f) When funding your Program Account with a transfer of securities from another brokerage or mutual fund account, we will liquidate any securities that you deposit, transfer, or contribute into your Program Account that do not comprise a portion of your recommended Program Account. Mutual fund shares transferred into and sold in your Program Account may be subject to sales loads, redemption fees, or other applicable charges imposed by the funds; however, we will not charge a separate brokerage commission or transaction fee in connection with these sales. ETF shares or ETNs transferred into and sold in your Program 91665-1010 2 Account may be subject to certain transaction fees in connection with their sale as well as fees imposed by self-regulatory organizations, such as Financial Industry Regulatory Authority (FINRA) and the national securities exchanges based on the volume of securities we trade on their markets for your Program Account will apply to certain securities transactions in your Program Account. Once we begin the active management of your Program Account, you will not be charged a commission, transaction fee, or sales load on any transactions executed in your Program Account. (g) We shall vote on any proposals presented to shareholders of mutual funds, ETFs, or ETNs held in your Program Account unless you notify us otherwise in writing. (h) We may appoint one or more subadvisers in our sole discretion. Such subadviser shall have such authority as is consistent with, and shall be subject to the limitations contained in, this Agreement. 3. Provision of Account Statements and Other Reports Statements. You will receive a monthly statement if there is qualifying activity in your account, including trades, share transfers, additions, and withdrawals. We request that you compare the monthly custodial account statement to the separately provided quarterly performance report. If there is no qualifying activity in your account, you will receive a quarterly statement. You will also receive a quarterly performance report detailing your Program Account performance and including market commentary from the portfolio manager. You understand that you should, and agree to, promptly and carefully review each statement and notify us of any perceived errors. We shall not be responsible for correcting any errors made in the execution of transactions on your behalf unless we are notified of such errors within ten (10) days after transmitting an account statement to you which reflects the transactions. 4. No Guarantee of Investment Results You understand, acknowledge and agree that no assurance has been or can be given that you will achieve your investment objectives by granting discretionary investment management authority to us, or by accepting or implementing in whole or in part any allocation strategy or any specific recommendation by us to purchase or sell any security or other investment. It is understood that we shall act in good faith and shall not be liable for any loss incurred in connection with recommendations or investments made or other action taken on your behalf due to errors of judgment or by reason of our advice, including action taken or omitted prior to a notice of termination. We and our affiliates, employees, and agents shall not be liable to you for any act or omission under this Agreement as long as we and our affiliates, employees, and agents have not been negligent or violated applicable law. The federal and state securities laws and the Employee Retirement Income Security Act of 1974, as amended (ERISA), as applicable, impose liabilities under certain circumstances on persons who act in good faith. Thus, no provision contained in this document will waive or limit any rights that you may have under these 91665-1010 3 laws. You understand that we shall not be liable for losses caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, terrorism, strikes or other conditions, commonly known as “acts of God,” which are beyond our control. 5. Provisions Relevant to Retirement Plan Assets The following provisions apply to any assets we manage for you that are assets of a plan subject to the prohibited transaction provisions of the Internal Revenue Code of 1986, as amended (a Retirement Plan Account). If your Retirement Plan Account includes assets of an “employee benefit plan” as defined in ERISA, these terms and conditions refer to the Account as an “ERISA Plan Account.” (a) We may, in the case of SFA, or will, in the case of GOP, invest Retirement Plan Account assets in shares of the USAA mutual funds we manage that are listed on the attached Schedule (each, a USAA mutual fund). We anticipate that the investment of Retirement Plan Account assets in a USAA mutual fund may offer greater asset diversification, broader access to certain market segments and increased ability to benefit from certain trading strategies that may contribute to both higher returns and more effective risk control than may be otherwise available to you if your assets were invested separately outside of the Program. (b) You acknowledge receipt of a current prospectus for each USAA mutual fund identified in the attached Schedule as available under either the SFA or GOP Program. The prospectus describes each of the fees payable by the USAA mutual fund, which may be higher or lower than the Program fees payable to us with respect to your Retirement Plan Account. (Please see attached Schedule for a summary of the respective fees paid by the USAA mutual funds and Section 9 for the fees payable by you under either the SFA or GOP Program.) If we receive investment management fees from a USAA mutual fund that are attributable to your Retirement Plan Account’s investment in that fund, we shall credit such amounts received by us to the amounts due from you in accordance with Section 9 of this Agreement. (c) In addition, if your Account is an ERISA Plan Account: (i) The fiduciary signing this Agreement represents that: (A) the plan’s governing instruments provide that an “investment manager” as defined in ERISA may be appointed; and (B) the fiduciary is a “named fiduciary” as defined in ERISA, or designated as a “named fiduciary” pursuant to the procedure described in ERISA, who has the power under the plan to appoint an investment manager. (ii) You represent that the services to be provided by us, and the investments and related transactions contemplated under the Program, are consistent with and permissible under the plan documents. (iii) We acknowledge that we are a fiduciary with respect to your Account. 91665-1010 4 (iv) You agree to obtain and maintain during the period of this Agreement any bond required pursuant to ERISA or other applicable law and to include within the coverage of such bond us, our affiliates and their respective officers, directors and employees whose inclusion is required by law. You also agree to provide us with appropriate documents evidencing such coverage promptly upon request. (d) You represent that you are independent of and unrelated to us (or any of our affiliates). (e) We shall maintain such records, and make them available, as may be necessary under any Department of Labor rule, regulation, or prohibited transaction exemption relied upon by us with respect to any transaction effectuated on your behalf. 6. Service to Other Clients You acknowledge and understand that we perform investment advisory and other services for various clients, including services similar to those rendered under this Agreement. You agree that we may give advice and take action with respect to any of our other clients which may differ from advice given or the timing or nature of action taken with respect to you under this Agreement. 7. Termination; Amendments (a) We may, at any time and from time to time, amend this Agreement upon written notice to you, provided that such amendments shall comply with all applicable laws and regulations. Any such amendments shall be effective as of the date specified in our written notice of amendment. (b) We may close your account and cease providing advisory services under this Agreement after we have given you written notice of our intent to terminate the Agreement. We also may terminate the Agreement immediately, with no written or other notice, if we believe that the rendering of our advisory services through the Program is no longer appropriate for you. You may close your account at any time by providing notice to us. Your request to close your account will be processed promptly after our receipt of your notice of termination. If you close your account within five (5) business days after we open your account, we will not charge you any Program fees. Any termination will not, however, affect the liabilities or obligations of the parties under this Agreement arising from transactions initiated prior to such termination. (c) On termination of Program services, we will discontinue the active management of your Program Account and will calculate and deduct from your account any fees due, which will be prorated based on the number of days your account was open during the applicable billing period. Upon any termination, IMCO reserves the right to liquidate any of your account positions in the MAF or GOF. Such liquidation may have tax consequences. Upon notice of your or our intent to terminate this Agreement, we may request instructions from you as to where assets should be transferred, but we reserve the right, and you authorize us to, 91665-1010 5 modify the account number associated with your account, to place trading restrictions on your account, and to charge reasonable custody fees until such time as we receive instructions from you. If transfer instructions are not received from you within the time period, we reserve the right, and you authorize us to, transfer securities or other assets to an identically registered brokerage account you may have already established with USAA Financial Advisers, Inc. or any of its affiliates. If no such account exists by the time of transfer, we reserve the right, and you authorize us to, redeem the securities in your account and either hold proceeds from such redemptions in your account in a money market fund or other interest bearing instrument or close your account and transfer the proceeds of your account directly to you via check or money order. In the case of any such redemption, you accept sole liability for any redemption fee, investment loss, and tax consequences. 8. Access to Your Assets (a) Withdrawals. You have the right to withdraw amounts from your Program Account upon proper notice to us. Your request to withdraw amounts from your account will be effective upon our receipt. Redemptions in kind of the securities in your account or liquidation of those securities generally will occur as soon as practicable. (b) Joint Authority. With regard to a Program Account registered in joint names, except as otherwise limited by paragraph 8(e) below, you agree that each registered owner acting individually shall have authority on behalf of your account(s). You authorize us to follow the instructions of any of the registered owners in every aspect concerning this account including, among other things, instructions to: effect withdrawals and take delivery of any or all securities in the account; receive demands, notices, reports, statements, and communications of every kind; receive money, securities, and property of every kind; make agreements relating to any of the foregoing matters and terminate or modify those agreements or waive any of the provisions of those agreements; and generally deal with us as fully and completely as if he/she alone were interested in the account, all without notice to the other registered owner(s). We, at our discretion, reserve the right to require consent, written or otherwise, from all joint account holders before acting on any instructions from a joint account owner. This authority will continue unless you tell us otherwise in writing. (c) Inconsistent Instructions. In the event we receive inconsistent instructions from two or more registered owners or receive a court order with respect to any joint account(s), we may, but are not obligated to: (i) restrict activity in such account(s); (ii) require that all instructions be in writing signed by all registered owners; or (iii) liquidate the account(s) and/or file an action in an appropriate court at the expense of the registered owners to obtain instructions. (d) Liability of Account. Your liability with respect to any joint account shall be joint and several. You further agree that all property we may be holding or carrying for any one or more of the registered owners shall be subject to a lien in 91665-1010 6 our favor for the discharge of such account to us. That lien would be in addition to, and not in substitution of, the rights and remedies we otherwise would have. You also agree that all property which you own or in which you have an ownership interest, whether owned individually, jointly, or in the name of another person or entity, which at any time may be in our possession or control for any purpose, including safekeeping, shall be subject to a continuing security interest, lien, and right of set-off for the discharge and satisfaction of any debts or obligations, however arising, that you may owe to us at any time and for any reason, except that any such security interest lien or right of set-off with respect to a Retirement Plan Account shall apply only as to debts or obligations owed by such Retirement Plan Account. We may, at our discretion, hold such property until your debts or obligations to us are fully satisfied; or we may apply such property and the proceeds of the liquidation of such property toward the satisfaction of your debts and obligations, and you will remain liable to us for any deficiency. In enforcing this security interest, we shall have the discretion to determine which property is to be sold and the order in which it is to be sold and shall have all the rights and remedies available to a secured party under the Texas Uniform Commercial Code. (e) Death of Owner. The agency created by this Agreement terminates with the death of a sole account owner. Upon notice of the death of a sole account owner, we will cease to manage the assets in the account until instructed otherwise, in writing, by a duly authorized representative of the account owner’s estate or, in the case of a Retirement Plan Account, the named beneficiary of the Account. For a joint account held as tenants in common, the agency created by this Agreement terminates upon the death of a joint owner of the account. Upon receipt of notice of the death of an account owner, we will cease to manage the assets in the account until instructed otherwise, in writing, by each surviving registered joint owner of the account and by a duly authorized representative of the deceased joint owner’s estate. However, for a joint account with right of survivorship, we will continue to manage the account after the death of one of the joint owners until we are instructed otherwise in writing by all of the surviving joint account owners. You agree that in the event of the death of either or any of the registered owners of such account, the survivor or survivors shall immediately give us written notice thereof. We may, before or after receiving such notice, initiate such proceedings, require such papers and inheritance or estate tax waivers, retain such portion of and/or restrict transactions in such account as we may deem appropriate under any present or future laws or otherwise. The estate or beneficiary of any registered owner who shall have died shall be responsible and each survivor shall continue to be responsible for losses to this account in any way resulting from the processing of transactions initiated prior to the receipt by us of such notice of death or incurred in the liquidation of the account or the adjustment of the interests of the respective parties. (f) Type of Registration. We make no representation regarding the tax aspects or the legal results of opening a joint account or any other type of account registration. You are responsible solely for selecting the type of account registration. We 91665-1010 7 recommend that you consult with your own attorney or other advisor to determine the advisability of establishing joint account registration. 9. Minimums; Fees (a) To open a Program Account, you must contribute at least the minimum investment amount in cash or other securities (we may waive this minimum amount in our sole discretion). A minimum amount may be required for subsequent investments to existing accounts as may be indicated in the SFA and GOP Program Brochure. We reserve the right to close your Program Account if your balance falls below the Program Account minimum due to withdrawals from your Program Account. The minimum initial investment and balance requirements are not negotiable; however, we may waive the minimum initial investment and balance requirement in our sole discretion. (b) We will deduct automatically Program fees directly from your account on a quarterly basis in arrears. The fee is calculated on the average daily balance based upon the market value of the assets in your account, including cash balances, money market fund shares and other positions and, when applicable, is prorated based on days the account is open and actively managed. Should you close your Program Account during a calendar quarter, we will cease management and assess the applicable Program fee due for the period your Program Account assets were under active management in the Program. (c) We will charge you a single Program fee (referred to also in this section as the Net Program Fee) covering discretionary investment management, brokerage and custodial services, ongoing management of your Program Account assets, personal service you receive from us, and the communications you are provided to keep you informed about your Program Account. The Program fee does not cover charges resulting from Securities and Exchange Commission fees, electronic fund and wire transfer fees, and any other charges otherwise agreed to with regard to your Program Account. The Net Program Fee will be calculated by deducting a credit amount (the Credit Amount) from the applicable annual Gross Program Fee indicated in the applicable Fee Schedule below. The maximum annual Net Program Fee is 1.05% for the SFA Marketplace Portfolios, and 0.70% for both the SFA USAA Portfolios and the GOP Program. (d) The Credit Amount reflects: (1) investment management fees received by IMCO from the USAA mutual funds held in your account; (2) Rule 12b-1 and/or service fees received by IMCO from non-USAA mutual funds held in your account; and (3) fees imposed by self-regulatory organizations, such as FINRA and the national securities exchanges based on the volume of securities we trade on their markets for your Program Account applied to certain securities transactions in your Program Account. (i) The Credit Amount for the SFA Marketplace Portfolios is calculated as the greater of: (i) an amount equal to 0.2275% of the value of your account (0.91% on an annual basis) or (ii) the sum of (a) the actual investment 91665-1010 8 management fees including any performance adjustment (but not other fund expenses such as transfer agency fees) paid to IMCO or an affiliate during the quarter by USAA mutual funds that are attributable to the shares of such funds held in your account, plus (b) Rule 12b-1 and/or service fees paid to IMCO or an affiliate during that quarter that are attributable to the shares of non-USAA mutual funds held in your account, plus (c) transaction fees such as those related to Section 31 of the Securities Exchange Act of 1934, as amended (Exchange Act) that are payable by IMCO during that quarter in connection with ETF or ETN transactions executed for your account. (ii) The Credit Amount for the SFA USAA Portfolios and the GOP Portfolio is calculated as the greater of: (i) an amount equal to 0.275% of the value of your account (1.10% on an annual basis) or (ii) the sum of (a) the actual investment management fees including any performance adjustment (but not other fund expenses such as transfer agency fees) paid to IMCO or an affiliate during the quarter by USAA mutual funds that are attributable to the shares of such funds held in your account, plus (b) transaction fees such as those related to the Exchange Act that are payable by IMCO during that quarter in connection with ETF or ETN transactions executed for your account. (e) You may pay a lower Net Program Fee based on the application of the “breakpoints.” The maximum Net Program Fee with breakpoints is reflected in the Fee Schedule below. You receive the lower breakpoint only on the assets contributed above each breakpoint level in the Fee Schedule below. (f) You agree to pay fees charged at a rate set forth as follows: Fee Schedules USAA Strategic Fund Adviser Marketplace Portfolios $ Value of SFA Maximum Annual Minimum Credit Maximum Annual Net Program Assets Gross SFA Amount Management Fees Management Fees First $125,000 1.96% 0.91% 1.05% Next $125,000 1.81% 0.91% 0.90% Next $250,000 1.56% 0.91% 0.65% Next $500,000 1.31% 0.91% 0.40% Over $1,000,000 1.16% 0.91% 0.25% 91665-1010 9 USAA Strategic Fund Adviser USAA Portfolios $ Value of SFA Maximum Annual Minimum Credit Maximum Annual Net Program Assets Gross SFA Amount Management Fees Management Fees First $125,000 1.80% 1.10% 0.70% Next $125,000 1.75% 1.10% 0.65% Next $250,000 1.60% 1.10% 0.50% Next $500,000 1.40% 1.10% 0.30% Over $1,000,000 1.30% 1.10% 0.20% USAA Global Opportunities Portfolio $ Value of Program Maximum Annual Minimum Credit Maximum Annual Net Assets Gross Program Fees Amount Program Fees First $125,000 1.8% 1.10% 0.70% Next $125,000 1.75% 1.10% 0.65% Next $250,000 1.60% 1.10% 0.50% Next $500,000 1.40% 1.10% 0.30% Over $1,000,000 1.30% 1.10% 0.20% (g) We will provide you with prior written notice of any fee amendments applicable to your account. (h) Householding of Program Fees. (i) You may qualify for more favorable Net Program Fees based on the assets in the Program Accounts in your household. Upon request, within each of the SFA and GOP Programs, we will make a reasonable effort to household Program Accounts of persons with the same last name (or a different last name, if a spouse) and the same address. Eligible assets include those held in the Program. Traditional IRA, Roth IRA, SEP-IRA, and Simple IRA accounts (collectively IRA accounts) are eligible. However, in determining accounts eligible for decreased Program Fees based on householding assets, an IRA account may be grouped only with accounts registered in the name of the IRA or in the name of any of the following members of the IRA account owner’s family: the IRA account owner’s spouse, child or 91665-1010 10 such child’s spouse, grandchild or such grandchild’s spouse, parent, grandparent, brother or sister (or spouse of the brother or sister). For Program Accounts where ownership is registered to a trust or custodial account or other fiduciary account, you as fiduciary are responsible for complying with your legal responsibilities and fiduciary obligations. We are not responsible for identifying accounts eligible for householding consolidation. We may household other accounts at our discretion. Certain Program Accounts may not be eligible for householding consolidation, including but not limited to corporate accounts, Keoghs, 401(K)s, 403(b)s, investment clubs, estate accounts, and partnerships. The assets of Program Accounts that are part of a household are not commingled and retain account ownership rights and responsibilities. Please contact us for more information or to provide us instructions with respect to householding eligible Program Accounts. (ii) You acknowledge and agree that it is your responsibility to review your Program Account statements, and to consult with other members of your household who may have SFA or GOP Program Accounts with us to determine whether we should update or change your householding status. We are not responsible for any claimed error in determining your householding status. If there are other SFA or GOP Program Account owners in your household, you understand and acknowledge that we may use information about your household account assets to explain and determine the applicable household Program fees to you and those other holders of SFA or GOP Program Accounts in your household. You agree to contact us if you do not want such account information shared with other members of your household who hold SFA or GOP Program Accounts. You agree to indemnify us and hold us harmless from any loss, claim, expense, or other liability in connection with account household groups. 10. Representations by Client (a) You represent that the terms hereof do not violate any obligation by which you are bound, whether arising by contract, operation of law, or otherwise, and that, if required, (i) your concurrence with the terms and conditions of this Agreement has been duly authorized by appropriate action and is binding upon you in accordance with its terms, and (ii) you will deliver to us such evidence of such authority as it may reasonably require, whether by way of a certified resolution, trust agreement, or otherwise. (b) You represent that you have full legal capacity and authority, and that you are of the age of majority to enter into this Agreement. Unless you advise us to the contrary in writing, and provide us with a letter of approval from your employer, where required, you represent that you are not an employee of any exchange, or of any corporation of which any exchange owns a majority of the capital stock, or of a member of any exchange, or of a member firm or member corporation registered on any exchange, or of any corporation, firm or individual engaged in the business of dealing, either as a broker or a principal, in securities, bills of exchange, acceptances or other forms of commercial paper. You further represent that no one except the person(s) signing the Managed Portfolio Finder Recommendation 91665-1010 11 Questionnaire and any named beneficiary has an interest in the assets which we will hold and manage on your behalf. (c) You represent that the information furnished by you in the Managed Portfolio Finder Recommendation Questionnaire or otherwise is accurate in all material respects and that you will promptly notify us of any material changes in any such information. 11. Arbitration This Agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement the parties agree as follows: (a) All controversies that may arise between you and us concerning any subject matter, issue or circumstance whatsoever (including, but not limited to, controversies concerning any account, order or transaction, or the continuation, performance, interpretation or breach of this or any other agreement between you and us, whether entered into or arising before, on or after the date this account is opened) shall be determined by arbitration in accordance with the rules then prevailing of the Financial Industry Regulatory Authority (FINRA) or any United States securities self-regulatory organization or United States securities exchange of which the person, entity or entities against whom the claim is made is a member, as you may designate. (b) All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. (c) Arbitration awards generally are final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited. (d) The ability of the parties to obtain documents, witness statements and other discovery generally is more limited in arbitration than in court proceedings. (e) The arbitrators do not have to explain the reason(s) for their award. (f) The panel of arbitrators typically will include a minority of arbitrators who were or are affiliated with the securities industry. (g) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. (h) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. 91665-1010 12 (i) No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. 12. SIPC Broker or its agent(s) will hold all securities in your account, and such securities will be protected by the Securities Investor Protection Corporation (SIPC) for up to $500,000 (including $100,000 in cash). SIPC is a non-profit corporation that provides protection to customers of covered members in the event of the member’s insolvency. SIPC does not protect against a decline in the value of the securities. You may obtain information about SIPC, including the SIPC brochure, by contacting SIPC at (202) 371-8300 or by visiting the SIPC website at www.sipc.org. 13. Miscellaneous (a) Choice of Law. This Agreement and all transactions processed on your behalf shall be governed by and construed under the laws of the state of Texas without regard to principles of conflict of law. (b) Effect of New Laws. If any provision of this Agreement is or at any time should become inconsistent with any present or future law, rule or regulation of any sovereign government or regulatory or self-regulatory body, or any securities exchange and, if such body has jurisdiction over the subject matter of this Agreement, such provision shall be deemed to be superseded by or modified to conform with such law, rule, or regulation; but in all other respects, this Agreement shall continue and remain in full force and effect. (c) Waiver. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, nor a continuing waiver of the provision or provision so waived. (d) Entire Agreement. This Agreement, the Managed Portfolio Finder Recommendation Questionnaire, and our confirmation of your Program recommendation (Investment Strategy Recommendation or ISR) represent the entire agreement between the parties and may not be modified or amended except as set forth herein. 91665-1010 13 (e) Severability. The provisions of this Agreement shall be continuous and shall inure to the benefit of our present organization, and any successor organization or assigns, and shall be binding upon your heirs, executors, administrators, or successors in interest. If any provision of this Agreement shall be made or held invalid by any statute, rule, regulation, decision of a tribunal, or otherwise, the remainder shall not be affected thereby and, to such extent, the provisions of this Agreement shall be deemed to be severable and remain in full force and effect. (f) Captions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. (g) Disclosure Document. You hereby acknowledge that you have received and had an opportunity to read the Program Brochure that describes the SFA Program and the GOP Program. Annually, we will provide you an opportunity to receive either an updated Part II of IMCO’s Investment Advisory Registration Form (ADV) or the Program Brochure free of charge. (h) Assignment. We will not assign our Agreement to provide you investment advisory services pursuant to this Agreement without your consent. 91665-1010 14 SCHEDULE FOR SFA PROGRAM ACCOUNTS TERMS AND CONDITIONS OF SERVICE USAA Mutual Funds and Applicable Fees USAA Mutual Funds and Fees The following chart shows the USAA mutual funds currently available for investment by SFA Program Accounts, and the related management fees, which may be adjusted for fund performance relative to a Lipper Index (excluding index and money market funds), as a percentage of the fund’s average net assets. Maximum Base Potential Administration Management Performance and Fee Adjustment Servicing Fee USAA Aggressive Growth ** +/-0.06% 0.25% USAA Emerging Markets 1.00% +/-0.06% 0.15% USAA Growth* 0.75% +/-0.06% 0.15% USAA High-Yield Opportunities 0.50% +/-0.06% 0.15% USAA Income 0.24% +/-0.06% 0.15% USAA Income Stock 0.50% +/-0.06% 0.15% USAA Intermediate-Term Bond* *** +/-0.06% 0.15% USAA International 0.75% +/-0.06% 0.15% USAA Money Market 0.24% - 0.10% USAA Managed Allocation 0.60% - 0.05% USAA Precious Metals and Minerals 0.75% +/-0.06% 0.15% USAA Real Return 0.50% - 0.15% USAA S&P 500 Index Reward Shares* 0.10% - 0.06% USAA Short-Term Bond 0.24% +/-0.06% 0.15% USAA Small Cap Stock* 0.75% +/-0.06% 0.15% USAA Value* 0.75% +/-0.06% 0.15% * Fund is subject to voluntary expense limit which may reduce the base management fee received by the Manager and therefore the amount credited to your account. ** The fee is computed at one-half of one percent (0.50%) of the first $750 million of average net assets, two-fifths of one percent (0.40%) for that portion of average net assets in excess of $750 million but not over $1.5 billion, and one-third of one percent (0.33%) for that portion of average net assets in excess of $1.5 billion. *** The fee is computed at one-half of one percent (0.50%) of the first $50 million of average net assets, two-fifths on one percent (0.40%) of that portion of average net assets over $50 million but not over $100 million, and three-tenths of one percent (0.30%) of that portion of average net assets in excess of $100 million. 91665-1010 15 SCHEDULE FOR GOP PROGRAM ACCOUNTS TERMS AND CONDITIONS OF SERVICE USAA Mutual Funds and Applicable Fees USAA Mutual Funds and Fees The following chart shows the USAA mutual funds currently available for investment by GOP Program Accounts, and the related management fees, which may be adjusted for fund performance relative to a Lipper Index (excluding index and money market funds), as a percentage of the fund’s average net assets. Maximum Base Potential Administration Management Performance and Fee Adjustment Servicing Fee USAA Global Opportunities* 0.60% - 0.05% USAA Money Market 0.24% - 0.10% USAA Precious Metals and Minerals 0.75% +/-0.06% 0.15% USAA Short-Term Bond 0.24% +/-0.06% 0.15% * Fund is subject to voluntary expense limit which may reduce the base management fee received by the Manager and therefore the amount credited to your account. 91665-1010 16